These platform terms (“Platform Terms”) are governed by and in addition to the General Terms of Service (the “Agreement”) and apply to your use of Paradigm’s Reach web application and Reach online training content regarding diversity, equity and inclusion (collectively, “Reach”), and Blueprint web application and online assessment regarding diversity, equity and inclusion (collectively “Blueprint”), in each case, as selected and paid for by Customer (collectively, “Platform Services”). All defined terms in these Platform Terms which are not defined herein shall have the same meaning given to them in the Agreement.
1. SERVICES, LICENSE, AND SUPPORT
1.1 Subject to the terms and conditions herein (including payment of all applicable Fees) and in the Agreement, Paradigm grants Customer a limited, personal, non-sublicensable, non-exclusive, revocable, non-transferable license to use and access the Platform Services. All Platform Services will be provided through the Internet, solely for Customer’s internal use (and the internal use of Customer’s end-users). Customer’s access to the Platform Services is expressly limited to the number of end-users for whom Customer has paid (as further described on Paradigm’s website or via the Platform Services), and Customer agrees not to exceed such access and/or end-user account limits. The software underlying the Platform Services will be hosted on a server under the control or direction of Paradigm. The Platform Services are subject to modification from time to time at Paradigm’s sole discretion, for any purpose deemed appropriate by Paradigm.
1.2 If Customer receives access to any Blueprint Platform Services, the Blueprint Additional Terms set forth in Exhibit A will apply to such access.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer shall not, and will not permit any third party (including its end-users) to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform Services or any software provided by Paradigm, documentation or data output from the Platform Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); copy, record, modify, translate, or create derivative works based on the Platform Services, software provided by Paradigm, or any data output from the Platform Services; except as expressly permitted herein, use the Platform Services or software for timesharing or service bureau purposes; use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); except as expressly permitted by the functionalities of the Platform Services, run or use any processes that run or are activated while Customer is not logged on to the Platform Services or that “crawl,” “scrape,” or “spider” the Platform Services; sell, rent, assign, transfer, sublicense, publish, distribute, disclose, display or otherwise commercially exploit or make available any component of the Platform Services (or copies thereof) to others; use the Platform Services in a way that abuses, disables, interferes with, or disrupts Paradigm or any other person or technology; engage in activity that is illegal or misleading; transmit through Paradigm or in your use of the Platform Service transmit any material that may infringe the intellectual property or other rights of third parties; build or benchmark a competitive product or service; copy any features, functions, or graphics of Paradigm; or use the Platform Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of Paradigm, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
2.2 Customer will also cooperate with Paradigm in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Platform Services. Each end-user account and login credential provided by Paradigm with respect to the Platform Services may only be used by one individual end-user of Customer, and may not be shared or transferred without Paradigm’s prior written consent in each instance. Each Customer end-user of the Platform Services must (a) be a current employee, consultant, contractor or agent of Customer using the Platform Services only on Customer’s behalf and for Customer’s direct benefit, and (b) be bound by obligations that are no less protective of the Platform Services than the terms set forth in this Agreement. Customer will be directly responsible to Paradigm with respect to all actions and/or inactions via Customer’s and Customer’s end-user’s accounts. Customer shall notify Paradigm immediately in the event it believes or has reason to believe a username or password is lost or stolen or there has been unauthorized access to Customer’s (or its end-user’s) account.
2.3 Notwithstanding anything to the contrary, Paradigm may collect aggregated and de-identified data with respect to, use such data to develop, implement, execute and/or improve the Platform Services, and report on the aggregate response rate and other aggregate measures of the Platform Services’ performance and Customer’s usage of the Platform Services (including without limitation, the Content); provided that Paradigm will not identify (or disclose any data that could reasonably be used to identify) Customer or any individual without the prior written consent of the Customer and/or the individual.
3. PAYMENT OF FEES
Customer shall pay all applicable fees, as described by Paradigm via its website or the Platform Services, in connection with the specific Platform Services selected by Customer (the “Platform Fees”) without any right of set-off or deduction. All payments of Platform Fees will be made in accordance with the payment schedule and the method of payment set forth on Paradigm’s website or via the Platform Services. All Fees paid hereunder (including any prepaid amounts) are non-refundable and non-cancellable for any reason.
4. TERM AND TERMINATION
4.1 These Platform Terms shall terminate upon the termination of the Agreement. Customer’s subscription to the applicable Platform Services shall continue for one (1) calendar year from the date that Customer first receives access to the applicable Platform Services (the “Initial Term”). After the Initial Term, Customer’s subscription to the applicable Platform Services, will automatically renew for successive one-year periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Subscription Term”), unless and until either party provides the other with at least thirty (30) days’ written notice of its intention not to renew prior to the end of the then-current Subscription Term. Customer’s termination of an underlying SOW shall not terminate these Platform Terms.
4.2 In the event that Customer terminates an SOW subject to these Platform Terms, Paradigm shall refund to Customer a pro-rated portion of any pre-paid Platform Fees for applicable Platform Services not actually performed as of the effective date of termination. In the event that Paradigm terminates any Platform Services pursuant to Section 6.2 of the Agreement, Customer shall pay Paradigm any Platform Fees that would have accrued during the then current Subscription Term. Notwithstanding the foregoing, Paradigm reserves the right to limit, suspend or terminate Customer’s use of the Platform Services, including its Paradigm account(s) if Paradigm believes Customer has breached these Platform Terms, the Agreement, or applicable law. If Customer or Paradigm terminates Customer’s subscription to the Platform Services, or if Paradigm suspends Customer’s access to the Services, Paradigm will have no liability or responsibility to Customer to the maximum extent permitted by applicable law. Paradigm will not refund any amounts already paid by Customer for the Platform Services, except as expressly provided in these Platform Terms.
4.3 Upon termination of Customer’s subscription, all rights granted under these Platform Terms, including, without limitation, any licenses, shall cease, Customer must immediately cease all activities authorized by the Platform Terms and Customer will no longer be able to use or access the Platform Services or any Content therein. All Content and materials, including, without limitation, Customer Content, may be irretrievably deleted by Paradigm.
4.4 Customer’s access to the Platform Services, and any licenses granted hereunder to Customer, shall terminate upon any termination of the Platform Services.
5. STATUTORY RIGHT OF WITHDRAWAL (EEA AND UK CONSUMERS ONLY)
5.1 If you are a consumer in the European Economic Area or the United Kingdom you have the right to withdraw from the contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day you entered into the subscription contract.
5.2 To exercise the right of withdrawal, you must inform us (Paradigm Strategy Inc., 3000 El Camino Real STE 4-200, Palo Alto, CA 94306, firstname.lastname@example.org for Blueprint cancellations, email@example.com for Reach cancellations) of your decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the model withdrawal form attached to this Agreement as Annex, but it is not obligatory.
5.3 To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
5.4 Effects of Withdrawal: If you withdrawal from the contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
5.5 If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from the contract, in comparison with the full coverage of the contract.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Except as expressly set forth herein, Paradigm alone (and its licensors, where applicable) reserves and will retain all right, title and interest (including all intellectual property rights) in and to the Services and related software and any suggestions, enhancement requests, feedback, and/or recommendations provided by Customer or any of its end-users specifically relating to the Services and/or the software provided by Paradigm, which are hereby assigned to Paradigm. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Except as expressly set forth herein, this Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or related software, or any intellectual property rights.
6.2 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all content and data provided by or on behalf of Customer and/or its end-users (“Content”) and the intellectual property rights with respect to that Content. If Paradigm receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party or any applicable law or regulation (a “Claim”), Paradigm may (but is not required to) suspend activity hereunder with respect to that Content. Customer, on behalf of itself and its suppliers and licensors (as applicable) hereby grants Paradigm a worldwide, non-transferable, non-sublicensable, nonexclusive license to view, copy, reformat, distribute, display and analyze the Content (a) in connection with Paradigm’s performance of the Services, (b) to further develop and improve the Services and other current or future products or services of Paradigm, (c) to monitor the performance of the Services, and (d) to aggregate, anonymize, or de-identify the Content and then use, share, and commercialize the aggregated, anonymized, or de-identified output for any business purpose as determined by Paradigm in its sole discretion. Paradigm is permitted to disclose that Customer is one of its customers in the ordinary course of its sales cycle. Subject to Customer’s prior written consent, Paradigm is permitted to place Customer’s name and logo on its website and marketing materials for this purpose.
7. PLATFORM Support
Please direct any questions or comments regarding the Blueprint platform, such as questions regarding your account or subscription, to firstname.lastname@example.org.
Please direct any questions or comments regarding the Reach platform, such as questions regarding your account or subscription, to email@example.com.
Blueprint Additional Terms
Customer will prepare topics/agenda for Advising meetings and share with Paradigm at least 24 hours in advance of Advising meetings.