Terms & Conditions

Please read these terms of service and all referenced materials carefully before using Simpli DiSC.

By accessing and using the service in any way, you agree to be bound by this agreement, including the warranty disclaimers, limitations of liability, and termination provisions below. If you do not agree to the terms, please leave the application immediately do not use the Service.

1. Definitions

“Agreement” means these Terms of Service and all materials referred or linked to in these Terms of Service.

“Communication Services” means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Service that enable Customer to communicate with the public at large or with a group.

“Contact Information” means the name, email address, phone number, online user name(s), telephone number, postal address, and similar information voluntarily submitted by Customer, as well as navigational data relating to each Customer. Contact Information does not include Sensitive Information.

“Customer Data” means all Contact Information and other permitted information submitted by Customer to, or collected by Customer via, the Service. Customer Data does not include Sensitive Information.

“Customer Materials” means all materials that Customer provides or posts, uploads, inputs or submits for public display through the Service. Suggestions, feedback and comments relating to the functionality or use of the Service provided by Customer personnel to Simpli DiSC are not Customer Materials. Customer Materials does not include Sensitive Information.

“Customer” means the person or entity using the Services and identified in the applicable statement or Order Form as the Simpli DiSC customer.

” Simpli DiSC Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Simpli DiSC.

“Order Form” means the Simpli DiSC approved form by which Customer agrees to purchase or subscribe to a Service.

“Personal Data” means any information relating to an identified or identifiable natural person including name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data may include Sensitive Information.

“Sensitive Information” means credit or debit card numbers, personal financial account information, Social Security numbers, passport numbers, driver’s license numbers or similar identifiers, racial or ethnic origin, physical or mental health condition or information, other employment, financial or health information, and information specific to an individual’s physical, physiological, genetic, mental, economic, cultural, or social identity.

“Third-Party Products” means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with or are used in connection with the Service, and are identified as being provided by third parties.

“Third-Party Sites” means third-party websites linked to from within the Service, including without limitation Communications Services.

“User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service for the benefit of Customer and who have been supplied user identifications and passwords by Customer (or by Simpli DiSC at Customer’s request).

2. The Service

1. Access. During the Term and as provided in this Agreement, Simpli DiSC will provide Customer access to use the Service. Only the individual customer associated with an account may access the Service. 
2. Limits. Simpli DiSC may limit the use of certain features of the Service in its sole discretion. Simpli DiSC may suspend, limit, or terminate the Service for any reason at any time without notice. 
3. Modifications. Simpli DiSC modifies the Service from time to time, including by adding or deleting features and functions, in an effort to improve its customers’ experience. Nothing in this Agreement shall prohibit Simpli DiSC from making such changes to the Service. Simpli DiSC reserves the right to provide some or all elements of the Service through use of third party providers.

3. Term and Renewal.

Any subscription term shall be monthly or annually, based on the user’s selection. Unless either party gives the other written notice that it does not intend to renew the subscription, this Agreement will be automatically renewed on a monthly or annual basis.

4. Simpli DiSC’s Proprietary Rights.

This is an Agreement for access to and use of the Service, and Customer is not granted a license to any software by this Agreement. The Service, including all intellectual property rights therein and derivatives and modifications thereto, belong to and is the property of Simpli DiSC or its licensors (if any). The Simpli DiSC Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Simpli DiSC Content, or the Service in whole or in part, by any means, except as expressly authorized in writing by Simpli DiSC. The Simpli DiSC logo, and other marks used by Simpli DiSC from time to time are trademarks and the property of Simpli DiSC. The appearance, layout, color scheme, and design of the Simpli DiSC site are protected trade dress. Customer does not receive any right or license to use the foregoing.

Customer’s Proprietary Rights.

As between the parties, Customer shall own and retain all rights to the Customer Materials, Customer Data and any works specifically created by Simpli DiSC for transfer to Customer where a separate written agreement grants ownership of the work to Customer. All Personal Data collected by or supplied to Simpli DiSC will at all times be owned by the individual identified by such Personal Data. This Agreement does not grant Simpli DiSC any ownership rights to Customer Materials, Customer Data, Personal Data, or Sensitive information. Customer grants permission to Simpli DiSC and its licensors to use the Customer Materials and Customer Data only as necessary to provide the Service to Customer, and not for any other purpose.

Publicity.

Customer grants Simpli DiSC the right to add Customer’s name and company logo to its customer list and website. Except for the foregoing, neither party may use the other party’s name or logo without the other party’s prior written consent.

Customer, User, and Personal Data.

Simpli DiSC may monitor use of the Service by all of its customers and use data related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service. Customer agrees that Simpli DiSC may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify Customer.

CUSTOMER AGREES NOT TO USE THE SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Simpli DiSC DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER’S USE OF THE SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION. CUSTOMER AGREES THAT ALL USERS WILL BE AT LEAST TWENTY-ONE (21) YEARS OF AGE AND THAT ALL CUSTOMER DATA AND PERSONAL DATA SUBMITTED BY CUSTOMER IN CONNECTION WITH THE SERVICES WILL RELATE TO USERS AND/OR INDIVIDUALS WHO ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE.

Simpli DiSC may collect, use, process, store, and share certain Customer Data, Sensitive Information, and Personal Data in connection with providing the Services. Any such collection, use, processing, storing, or sharing is subject to the terms and conditions of Simpli DiSC’s Privacy Policy (URL) which is hereby incorporated into this Agreement by reference. Customer agrees that Customer Data, Sensitive Information, and Personal Data may be collected and used by Simpli DiSC in connection with the Services and Customer hereby consents to such use and collection.

Acceptable Use of Communications Services.

Customer agrees to use third-party Communication Services only in compliance with any terms of use specified by each Communication Service. Simpli DiSC does not control or endorse the content, messages or information found in the Communication Services and, therefore, Simpli DiSC specifically disclaims any and all liability with regards to the Communication Services and any actions resulting from Customer’s use of the Communication Services.

Third-Party Sites and Products.

Third-Party Sites and Products are not under Simpli DiSC’s control, and Simpli DiSC is not responsible for the contents of any Third-Party Site or Product, including without limitation any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Simpli DiSC is not responsible for any other form of transmission received from any Third-Party Site. The Third-Party Sites and Products are provided to Customer only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Simpli DiSC of the Third-Party Site or Product or any association of Simpli DiSC with it.

Indemnification.

Customer will indemnify, defend and hold Simpli DiSC harmless, at its expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Simpli DiSC (and its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Simpli DiSC to the extent that such Action is based upon or arises out of (a) Customer’s use of the Service; (b) Customer’s noncompliance with or breach of this Agreement, (c) Customer’s use of Third-Party Products, (d) the unauthorized use of the Service by any other person using Customer’s User information, or (e) Customer’s unauthorized use, collection, storage, processing, or disclosure of Personal Data. Simpli DiSC shall use commercially reasonable efforts to: notify Customer in writing within thirty (30) days of Simpli DiSC’s becoming aware of any such claim; give Customer sole control of the defense or settlement of such a claim (provided that Customer may not settle any such claim unless the settlement unconditionally releases Simpli DiSC of all liability); and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim. Customer shall not accept any settlement that (i) imposes an obligation on Simpli DiSC; (ii) requires Simpli DiSC to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Simpli DiSC without Simpli DiSC’s prior written consent.

Disclaimers; Limitations of Liability

1. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SIMPLI DISC AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE, AND THE SIMPLI DISC CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Simpli DiSC IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
2. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, EVEN IF SUCH PARTY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
3. Limitation of Liability. EXCEPT FOR CUSTOMER’S LIABILITY FOR PAYMENT OF FEES AND CUSTOMER’S LIABILITY ARISING FROM ITS INDEMNITY OBLIGATIONS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
4. Third Party Products. Simpli DiSC DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY CUSTOMER. Simpli DiSC’s LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT AND SIMPLI DISC’S LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION.

CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, SIMPLI DISC WOULD NOT PROVIDE THE SERVICE TO CUSTOMER.

Termination and Expiration.

Either party may terminate this Agreement at any time upon notice. Immediately upon termination or expiration of this Agreement as provided herein, Customer shall cease all use of the Service and return or destroy all Simpli DiSC Content in its possession.

General

1. Amendment; No Waiver. Simpli DiSC may update and change any part or all of this Agreement, including fees. If Simpli DiSC updates or changes this Agreement, the updated Agreement will be posted on the website. The updated Agreement will become effective and binding on the next business day after it is posted. Simpli DiSC encourages Customer to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion. Notwithstanding the foregoing, Simpli DiSC will comply with all applicable laws and regulations to the extent that any change or update to this Agreement changes or updates the manner in which Simpli DiSC will collect, use, process, share, or store Personal Data.
2. Applicable Law. To the maximum extent permitted by law, this Agreement and all Order Form(s) shall be governed by the laws of the UK without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in the UK in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.
3. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
4. Notices. Notice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Simpli DiSC: Simpli DiSC, Inc., 90 Oceanside Drive, Nashville, TN 37024. To Customer: Customer’s address as provided in Simpli DiSC’s account information for Customer. Simpli DiSC may give electronic notices specific to Customer by email to appropriate Customer e-mail addresses on record in Simpli DiSC’s account information for Customer.
5. Entire Agreement. Unless otherwise expressly stated herein, this Agreement (including each Order Form), along with any Simpli DiSC exhibit or addendum hereto, including any Order Form, constitutes the entire agreement between Customer and Simpli DiSC with respect to the Service and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between Customer and Simpli DiSC with respect to the subject of this Agreement.
6. Assignment. Customer will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Simpli DiSC’s prior written consent, which will not be unreasonably withheld.
7. Contract for Services. The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Customer is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
8. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘Simpli DiSC’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination and Expiration’, and ‘General’.