Terms and Conditions of Use Agreement
This Services Agreement (“Agreement”), dated effective as of the date of purchase (the “Effective Date”), is entered into by and between Development Dimensions International, Inc., together with our Affiliates (“DDI”) and the Company purchasing hereunder , together with its Affiliates (“Client”) pursuant to the Terms and Conditions set forth herein. If a Client already has a written active Master Agreement with DDI signed by both Parties, those terms will apply rather than the terms set forth herein.
The individual purchasing hereunder should be a duly authorized representative to purchase on behalf of Client. This Agreement is limited to the Terms and Conditions contained and referenced herein. Any Terms and Conditions not expressly set forth in this Agreement, including pre-printed terms and conditions referenced in any purchase order, do not apply. This Agreement is limited to the DDI Tools and Services provided within the following sites:
- TS: Access / Success Profiles: Navigator
1. Third Party Service Providers. Client acknowledges that DDI may utilize one or more third party service providers in the ordinary course and scope of its business operations. Client provides general authorization for use of the third party providers on the list at the link provided: https://www.ddiworld.com/3rdpartyproviders . DDI will be responsible for the actions of such third-party providers in their performance of services provided hereunder and shall inform Client of any intended changes concerning the addition or replacement of other third party providers.
- Materials and Tools License. “Materials” means all copyright-protected (in any media format), audio, film, video, or digital Products provided to Client by DDI, including but not limited to participant workbooks, instructions, instructor guides, training aids, slides, competencies, and any other materials used in the provision of Services provided to Client by DDI. “Tools” means all Web-based or Cloud-based applications, assessments, testing, software systems and related tools which may be used by DDI to perform and provide Services. Tools are the property of DDI or have been licensed by DDI, and DDI retains all rights to such. DDI shall retain all right, title, and interest in and to all Materials and Tools. DDI provides Client a non-exclusive, non-transferable, non-sublicensable, worldwide license to use Materials and Tools and Sites provided under this Agreement solely for Client’s internal business purposes. Client must obtain a license for Materials or Tools for each participant.
- If Materials are to be provided in an electronic format under a particular SOW for client distribution: (1) DDI shall provide a master electronic file of such Materials for use by Client, in lieu of providing hard copies of Materials; (2) access to such Materials is restricted to Participants in the course for which the Materials were provided; (3) each Participant may print one set of such Materials for personal use during and after attending the specified virtual classroom; (4) Client shall send monthly reports to DDI certifying usage of such electronic master file throughout the month; (5) the period of use of such electronic master file shall be coterminous with the applicable SOW; and (6) upon termination or expiration of the applicable SOW, Client shall delete the electronic master file for such Materials. Client shall promptly certify destruction of such electronic master file to DDI in writing.
- Workshop Delivery. As part of the Services, DDI employees certified as trainers (“DDI Trainers”) or Client employees trained and certified by DDI as trainers (“Client Trainers”) may perform workshops (“DDI Workshops”) for Participants. Clients may also have Client employees trained as Master Trainers, and such Master Trainers may certify additional employees as Client Trainers. No other personnel are authorized to perform DDI Workshops. Client Trainers and Client Master Trainers may only perform DDI Workshops as previously agreed with DDI. Without written consent of DDI and entry into a separate agreement with DDI, no third parties may deliver DDI Workshops within Client’s organization, even if third parties have been certified to deliver DDI Workshops within other organizations.
3. Business Terms:
- Prices. Prices for all Products will be billed at current standard rates for DDI.
- Taxes. Pricing of Products and Services is not inclusive of taxes. Client shall pay all sales and use taxes, and any other similar taxes, duties and charges of any kind, including, but not limited to, all applicable federal, state, GST, VAT and Provincial taxes, applicable duties, electronic delivery taxes, excise taxes, levies, and import fees (collectively, “Taxes”) imposed in connection with DDI’s provision of the Services, including in connection with its sale and shipment or importation of any Products delivered to Client under this Agreement.
- Freight. If any tangible Products are to be delivered, unless otherwise requested by Client, DDI will ship the Products ground service, pre-paid, and add associated freight charges to the invoice.
- Reimbursable Expenses. Client shall reimburse DDI for all previously approved, reasonable out-of-pocket travel expenses incurred by DDI personnel, including round-trip coach class airfare and reasonable ground transportation, lodging and meals, within thirty (30) days of receipt by Client of an invoice from DDI accompanied by receipts or other reasonable supporting documentation.
- Cancellation/Rescheduling Terms. In the event Client or DDI cancels or reschedules any session of Services, the cancelling or rescheduling Party will pay for all non-refundable costs incurred by the other Party. Client also agrees to pay DDI a cancellation/rescheduling fee for each session that is canceled or rescheduled by Client and the fee will be per the below chart.
|11-20 business days before scheduled session||20% of session fee|
|2-10 business days before scheduled session||50% of session fee|
|1-0 business days before scheduled session||100% of session fee|
4. Passwords and Usage. Client represents and warrants that (i) it will ensure that all passwords provided by DDI to Client are for authorized personnel for use with DDI applications, are used only by Client participants to whom password is issued and will not be shared or otherwise transferred; (ii) it will ensure no minors will utilize the Services or Tools provided hereunder; and (iii) it has received all consent of its participants for the collection of Personally Identifiable Information.
5. Confidentiality. “Confidential Information” is defined as knowledge acquired by one party (“Recipient”) of information considered by the other Party (“Discloser”) to be confidential and proprietary, including without limitation, that regarding: (i) matters of a technical nature such as know-how, formulas, trade secrets, inventions, or research projects; (ii) matters of a business nature such as information about costs, profits, pricing policies, markets, sales, suppliers, customers, employees, plans for future development, plans for future products, marketing plans, or strategies; (iii) Client employee and employment candidate personal information and Client Personal Information; (iv) Tools including the design, form and function of all information screens, input screens, and output screens, (v) content of all assessment and/or testing instruments used to perform assessments and/or testing, and (vi) other information of a similar nature not generally disclosed by Discloser to the public. The parties agree to use Confidential Information only in connection with delivery or receipt of performance; to protect the Confidential Information from unauthorized use or disclosure with at least the same degree of care as it employs to its own Confidential Information, but in any event no less than reasonable; not to copy any Confidential Information in whole or in part; reverse compile, reverse assemble, or access with intent to “hack” all or any portion of the Confidential Information; not to distribute, market, rent, lease, sublicense, provide access to, or transfer any Confidential Information to third parties; not to modify the Confidential Information except to the extent permitted in this Agreement or as permitted by applicable law; and not to disclose the Confidential Information to any third parties. Notwithstanding the foregoing, disclosure is permitted to Recipient’s (a) employees with a need to know in connection with this Agreement, (b) contractors that have a need to know in connection with this Agreement and that are bound by agreements with terms similar to this Agreement regarding the protection of Confidential Information; and (c) professional advisors who are bound by an obligation (under law or contract) to protect the confidentiality of such information, such as legal counsel, accountants, and financial services providers. Recipient must immediately notify Discloser upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. In the event any third party demands disclosure of the Confidential Information, including any court, government agency or attorney, Recipient shall not disclose any such Confidential Information without first contacting Discloser promptly so that Discloser may intervene to prevent or limit such disclosure. In the event Discloser does not do so or Discloser’s efforts fail, Recipient shall only disclose so much of the Confidential Information as is legally required. Upon request, Client agrees to promptly return to Discloser any Materials obtained from or through DDI, including all paper or electronic documents that in any way relate to Confidential Information disclosed or transmitted to Client by DDI. In the alternative, at DDI’s discretion, Client may destroy all such Materials and certify such destruction to DDI.
6. Data Privacy. In performing the Services, DDI (i) will not collect or store Social Security numbers, personal credit card numbers, driver’s license numbers or any bank account information of any Client employee or employment candidate; and (ii) will observe and comply with all applicable data privacy and data protection laws and regulations. “Client Personal Information” means any information about a person obtained by DDI on behalf of Client that could be used to identify that person, including a name, email address, or voice sample. In performing the Services, DDI will process Client Personal Information that it receives, possesses, or otherwise obtains in relation to this Agreement in accordance with applicable data security laws including regulations with regard to transfers of Client Personal Information to countries outside the European Economic Area or Switzerland and onward transfers, only on documented instructions from Client and for the purposes of performing the Services hereunder.
- Controller and Processor. The Parties agree that Client is the data controller (“Controller”) under this Agreement and determines the purpose and means of the processing of any Client Personal Information. Client hereby requests DDI to be its data processor (“Processor”) and requires DDI to provide Participants with their individual Results. DDI will provide Client’s internal participants with their individual Results. In addition, any individual entered into DDI systems by Client or by DDI as a "client administrator" is authorized to access outputs, Products, and Services, unless otherwise agreed upon in writing. Client administrator may share Results internally to others per Client’s internal policies. Client is responsible for determining, communicating, and managing access levels and parameters. DDI shall reasonably and at Client’s cost, cooperate with Client to enable Client to address and resolve any complaints, requests, or inquiries from Participants, including but not limited to requests to correct, delete, or block personal data. If a Participant requests this data, DDI will inform Client of any request and will cooperate reasonably with Client regarding the Participant’s request. Questions regarding data protection can be directed to DataProtectionOfficer@ddiworld.com. For the provision of Services associated with the Agreement, Controller hereby instructs Processor to transfer Client Personal Information (as defined below) to servers in the United States.
- Retention of Client Personal Information. DDI will hold Client Personal Information as long as is necessary for performing, or having performed, its obligations under the Agreement, and for ensuring, after Services have been provided, that such Personal Information is held for relevant statutes of limitations periods in the U.S., not to exceed five (5) years. Upon request by Client, DDI shall ensure that Client Personal Information is de-identified in DDI’s application databases. If Client wishes to obtain a copy of its Client Personal Information prior to it being de-identified, then it may request the copy, in a reasonable format, and DDI shall provide that copy, at Client’s cost, to Client within 30 days of the written request.
7. Cooling-Off Period. As the cooling-off period does not apply to transactions made entirely online, Client hereby acknowledges that Client is not afforded a cooling-off period for any purchases made through an online purchase.
8. Governing Law; Venue; Jurisdiction. This Agreement and performance under it will be governed by and construed in accordance with the laws of the state of Delaware without regard to choice of law principles. Venue and jurisdiction for any action or claim arising out of or relating to this Agreement shall be in the state and federal courts located in Dover, Delaware. The Parties consent to the venue and jurisdiction of such courts and waive any objections to such
9. Infringement Complaints. The Company respects the intellectual property of others. If you believe your work has been copied in a way that constitutes an infringement or are otherwise aware of any infringing material on the Site, please use the following procedures. Under the Digital Millennium Copyright Act (17 U.S.C. § 512), Company has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may provide Company with a written communication which contains: A signature (physical or handwritten) of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that has claimed to have been infringed; A description specifying the location on the Site of the material that you claim to be infringing; The email address, mailing address and/or telephone number of the person making the complaint; A statement by the person making the complaint that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by the person making the complaint, made under penalty of perjury, that the information in the notice is accurate and that the person making the complaint is the copyright owner or authorized to act on the copyright owner’s behalf. Please submit the notice to the Company's following Copyright Agent via mail or email:
Development Dimensions International, Inc.
ATTN: Copyright Agent
1225 Washington Pike
Bridgeville, PA 15017
10. Counter-Notice: If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant the Digital Millennium Copyright Act by providing Company with a written communication containing: Your electronic or physical signature; Identification of the material removed or to which access has been disabled; A statement under penalty of perjury that you have a good faith belief that removal disablement of the material was a mistake or that the material was misidentified; Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Western District of Pennsylvania, Pittsburgh Division, if your address is located outside the United States; and Your consent to accept service of process from the complaining party submitting the copyright notice or his/her authorized agent. Please submit your Counter-Notice to Company's Copyright Agent via mail or email:
Development Dimensions International, Inc.
ATTN: Copyright Agent
1225 Washington Pike
Bridgeville, PA 15017
11. Claims regarding infringement other than copyright infringement: If you believe your intellectual property, other than copyright, is being infringed on the Site, please contact Company via mail or email below:
Development Dimensions International, Inc.
ATTN: Report Abuse
1225 Washington Pike
Bridgeville, PA 15017
12. 4. User-Provided Information and Content. By providing information to, communicating with, and/or placing material or Postings (as defined below) on the Site, you represent and warrant that you own or otherwise have all necessary rights to the content you provide and the rights and permissions to use it as provided in this Agreement. You are solely responsible for any and all content and Postings that you provide. The Site offers opportunities for you to post messages, information and/or other submissions in connection with various features of the Site (collectively, "Postings"). Without limiting the other provisions of this Paragraph 4 or this Agreement in any way, you must not transmit any Posting that: (i) imposes an unreasonable or disproportionately large load on the Site’s infrastructure, or otherwise inhibits any user from enjoying the Site; (ii) causes injury to any person or entity; (iii) is unlawful, threatening, abusive, bigoted, defamatory, obscene, offensive, profane, or sexually explicit; (iv) constitutes or encourages conduct that violates any local, state, national or international law; (v) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (vi) contains any virus, Trojan horse, worm, time bomb, cancelbot, easter eggs or other similar harmful or deleterious programming routine; (vii) contains any information, software or other material of a commercial nature; (viii) contains advertising, promotion or commercial solicitation of any kind; or (ix) constitutes or contains false or misleading indications of origin or statements of fact. The Company shall have the right, but not the obligation, in its sole discretion to review, edit or delete Postings that violate any term of this Agreement; or are otherwise illegal or inappropriate as determined in the sole discretion of the Company. Depending on the nature of the violation, the Company shall have the sole discretion whether to terminate your access to the Site. The Company will cooperate fully with any law enforcement authorities or court order requesting or directing it to disclose personal information of anyone who submits Postings that violate the foregoing terms. Although the Company may from time to time monitor or review Postings, the Company is under no obligation to do so and assumes no responsibility or liability arising from the content of any Posting or for any error, defamation, omission, falsehood, obscenity, pornography, profanity, or inaccuracy contained therein. Display of Postings does not constitute approval or endorsement of same by the Company. Any and all Postings submitted to the Site will be treated as non-confidential. By submitting Postings to the Site, you acknowledge that any information disclosed therein may be viewed and used by any third party, is not confidential and may be read or intercepted by others, creates no confidential, fiduciary, contractually implied or other relationship between you and the Company, and is subject to the grant of rights to the Company described elsewhere in this Agreement. For all Postings, you grant the Company, its affiliates and related entities, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from such Postings, in any form, media, software or technology of any kind now existing or developed in the future, and for any purpose whatsoever. You also grant the Company the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you send to us or Posting for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. You acknowledge and agree that all rights in this Paragraph are granted without the need for additional compensation of any sort to you and that you are waiving any claim against the Company, its affiliates and related entities, regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.
13. Generally Prohibited Uses. Without limiting the other provisions of this Agreement in any way, you agree to not use the Site to: (i) upload, post, email, transmit or otherwise make available any Postings that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings transmitted through the Site; (v) upload, post, email, transmit or otherwise make available any Postings that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email, transmit or otherwise make available any Postings that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party; (vii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (viii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (ix) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (x) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (xi) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; (xii) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to the Immigration and Nationality Act; (xiii) "stalk" or otherwise harass another; and/or (xiv) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above. Company shall not liable for non-intended uses of the Sites.
14. DDI Representations and Warranties. DDI represents and warrants that: (i) Services will be rendered in a competent, professional manner, with promptness and diligence; (ii) DDI is the lawful owner or licensee of any proprietary Materials or Tools used in the performance of the Services contemplated hereunder, and DDI has the right to permit Client use of such proprietary Material or Tools and such will not infringe the intellectual property or other rights of any third party; (iii) DDI will withhold and pay all amounts required by law for any employer or employee tax or contribution and that all persons performing work during the Term for Client hereunder are or will be employees or contractors of DDI, and that such persons will not be entitled to any of Client’s employee benefits.
15. Client Representations and Warranties. Client represents and warrants that (i) Client will ensure that all passwords provided by DDI to Client for access to DDI Tools are used only by authorized Participants to whom such password is issued and that such password will not be shared among Participants; (ii) Client will ensure no minors will utilize the Materials, Services, or Tools provided hereunder; (iii) Client will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of Client Personal Information to DDI for the duration and purposes of this Agreement.
16. WARRANTY DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION VI REPRESENT THE EXCLUSIVE WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED BY DDI HEREUNDER, AND ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DDI DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF RESPONSES AND/OR RESULTS. DDI MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DDI DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF RESPONSES AND/OR RESULTS.
17. LIMITATION OF LIABILITY. WITH THE EXCEPTION OF DAMAGES ARISING AS THE RESULT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT IS LIMITED TO FEES PAID BY THE CLIENT TO DDI DURING THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
By clicking the “I Accept” button in the Site or otherwise accepting these Terms through a clickable action or similar action, or by accessing, installing, using these Services; you hereby acknowledge, agree and accept these Terms. If you do not agree to the terms and conditions of these Terms, you must immediately stop using the Services.