Terms of Service
Welcome to PDP!
Thank you for using our products and services (“System”). The System is provided by PDP Global. (“PDP”), located at 13710 Struthers Road, Suite 215, Colorado Springs, Colorado, United States. By using our System, you are agreeing to these terms. Please read them carefully. Our System is very diverse, so sometimes additional terms or product requirements (including certification) may apply. Additional terms will be available with the relevant services, and those additional terms become part of your agreement with us if you use those services.
You and Your refer to the individual reading this terms of service notice. Client refers to the organization identified on the Client License Agreement that has licensed the system to be used within the organization. We, Us, Our, and PDP refer to PDP Global. System means the programs, computer codes, routines, subroutines, documentation, system descriptions, training manuals, user manuals, methodologies, concepts, formulas, indices edits, tables, comparative and other data, data books, forms, screens, reports, proposals and other written material and proprietary know-how (“Know-how”) constituting or delivered in connection with our proprietary software product or products listed elsewhere in this License Agreement along with any subsequent solutions, modifications, refinements, enhancements, additions and releases relating to Know-how and any other proprietary Know-how delivered or disclosed to you by us. Restrictions License. We hereby grant to you a non-exclusive and nontransferable license for use of the System. Use of the System for the benefit of any organization other than your organization is expressly prohibited. User access is limited strictly to Client employees only. Any non-Client user access shall result in termination of license. Ownership of the System. You agree that the System is our sole property, is protected under U.S. Copyright laws, and that you do not acquire title to any of the System by entering into this License Agreement. You further agree that you will not, directly or by assisting another party, (1) copy or duplicate the System; (2) modify, alter, adapt, merge, or create derivative works of the System; (3) attempt to determine or obtain the source code to the System; or (4) remove proprietary notices on the System. Nondisclosure of proprietary information. You may be given access to information that PDP either identifies, or that would reasonably be considered, as confidential. You agree to take reasonable precautions at all times, even after this Agreement is terminated, to protect such information from being disclosed, copied, transferred or otherwise used except as specifically permitted by PDP, and to return such information, in any form, to PDP on demand. This shall not apply to information that (1) is in the public domain, or (2) has been independently developed or obtained through legal means.
Our system is programmed to work on mobile devices. You agree to not use the System in a way that distracts you and prevents you from obeying traffic or safety laws. You will not teach the System unless authorized and certified and licensed through a different agreement by PDP. You will take all adequate steps to ensure that no System passwords or other authorization codes will be used, by you or a third party, to gain unauthorized access to the host servers, commit acts of data destruction, denial of service attacks, sabotage, dissemination of a virus or other sabotage, or gain unauthorized access to any other data or systems maintained on the host servers. You further agree that PDP may remotely monitor your use of the System through our Web site to ensure compliance with this provision and may immediately disable your connection to the site if any unauthorized use is detected.
PDP’s privacy policies explain how we treat your personal data and protect your privacy when you use our System. By using our System, you agree that PDP can use such data in accordance with our privacy policies.
Warranties; limitation of liability; default and termination.
Validation. The PDP system is validated as an accurate instrument but is not validated for every specific job in every specific setting or circumstance, and is not designed to evaluate or identify psychological abnormalities. PDP does not warrant the performance of any employee or subcontractor of client hired or retained based on a PDP analysis and bears no liability for damages sustained by You or others from acts or omissions of such employee or subcontractor. Limitations of Liability and Remedy. EXCEPT AS STATED IN THIS ARTICLE 4, PDP MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SYSTEM IS PROVIDED “AS IS.” PDP will correct any defects in the System if written detailed notification is given within the warranty period, except for defects that result from your negligence or fault or your failure to follow specifications and instructions. If a third party claims that the System infringes their intellectual property rights, PDP may, in its sole discretion: (1) procure Your right to use the System; or (2) replace the System with a comparable or modified non-infringing product. PDP is not liable for any lost reimbursements, data or other special or consequential damages, computer failure, or for any indirect, exemplary or punitive damages. Except for infringement indemnification, PDP’s sole and entire liability to you for any cause whatsoever, and your remedy, whether in contract or in tort, shall be limited to reimbursement of the license fees and other charges paid by you hereunder during the twelve month period immediately preceding the accrual of the alleged damages. Your Conduct. You will indemnify, defend and hold us harmless against losses arising out of claims for physical injury to persons or physical damage to property resulting from your conduct or resulting from your use of reports or data furnished by us under this Agreement. We are not responsible for your actions in following or not following any advice or recommendations we may give you under this Agreement. Authority to Bind: You warrant that you have the authority to act on behalf of yourself and the client and that you are authorized to bind each to these terms. This Agreement becomes valid and binding by clicking the “I agree” box prompted at time of log in. Event of Default. You will be in default if: (1) you or client fail to pay any amount when due; (2) you fail to comply with any provision of this License Agreement for a period of ten days following our notice to you concerning you failure to comply; or (3) you or client file or have filed against you any bankruptcy, insolvency, reorganization or similar proceeding which is not dismissed within thirty days of said filing. Termination and Remedies on Default. If you are in default, PDP may, in addition to any other available remedies, (1) declare all unpaid amounts immediately payable upon notice; (2) terminate the License Agreement; or (3) render the System unusable.
Entire Agreement. This terms of service agreement together with the Client License Agreement and any other letter or support agreement entered into concurrently herewith contains the entire agreement and supersedes all prior proposals, discussions, and writings by and between the parties. Future renewals and additional products and services arranged on or after the date of this License Key Employees. For the duration of this License Agreement and for six months following termination, neither party will employ or solicit for hire any employees of the other party who perform or receive services under this Agreement without prior written agreement of the other party. Assignment. You shall not assign any of your rights hereunder except to a successor by merger or any purchaser of all or substantially all of your assets which agrees to execute a counterpart of this Agreement agreeing to be fully bound by its terms. Invalidity. If a court or other tribunal of competent jurisdiction should hold any provision(s) of this Agreement invalid or unenforceable, it will not affect the remainder of this Agreement, and the affected provision(s) shall be deemed amended as needed so that it can be interpreted and enforced to the full extent possible to carry out the intent of the Parties. Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and you agree that venue for any legal action arising out of this Agreement shall be exclusively situated in the state and federal courts located in Denver, Colorado. You irrevocably submit, and waive all objections, to the exercise of personal jurisdiction over you by such courts. Force Majeure. Notwithstanding any provision of this License Agreement to the contrary, neither of us shall have any liability to the other for a failure of performance resulting from any cause beyond our control. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall delivered to the addresses set forth on the License Agreement, or at such other address as may hereafter by furnished in writing by either party to the other. Taxes. Any sales, use or other taxes (excluding taxes based upon income) imposed by any jurisdiction arising out of or related to the possession, ownership or use of all or any part of the System or any services provided hereunder will be paid by you.
Last modified: January 2016