Terms of Service
PSP Metrics and its affiliates (hereinafter "PSP Metrics," "we" or "our") provide assessment tools, consulting services, and related business solutions ("Services").
These Terms of Service set forth the terms and conditions governing access to and use of our Services by casual visitors and potential customers or Users ("you"). Each time you access or use our Services, including submitting information requests, you accept the terms and conditions set forth in these Terms of Service as well as the terms and conditions set forth in our Privacy Policy (linked below) (collectively, "Terms"). If you disagree with any part of the Terms, you must not access or use the Services. We reserve the right to modify the Terms from time to time and the revised Terms will apply to use of our Services from the date of the publication of the revised Terms.
These terms shall not apply to any Customer with whom we have separate terms and/or an end user license agreement that are mutually executed by PSP Metrics and Customers (referred to herein collectively as "Users").
1. Definitions
Certain terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated. In addition, as used in this Agreement, the following capitalized terms shall have the following meanings:
1.1 CLAIM means, any dispute, controversy, cause of action, or Claim of any kind or nature, whether based in contract, tort, statute, regulation, or otherwise, arising out of or relating to these Terms, the Services, or your access to or use of the Services, including but not limited to any dispute regarding the interpretation, enforceability, performance, breach, termination, or validity of these Terms.
2. Acceptable Use
You may use our Services to learn about PSP Metrics, our products and services, and to request information about our products and services.
You shall not (and shall not assist any third party to): (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Services or from any other information by any means whatsoever; (b) distribute, disclose or allow use of any of the Services in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; or (c) modify or create a derivative work of the Services or any portion thereof. You further agree that you will not upload or transmit any communications or content of any type through the Services that infringe or violate any rights of any party. By submitting communications or content to us in connection with our provision of the Services, you agree that such submission is accurate and non-confidential for all purposes. You may not use the Services to send unsolicited email to any person.
You must not use the Services in any way that causes, or may cause, damage to, or impairment of the availability or accessibility of, the Services or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must also not use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, or other malicious computer software.
3. Your Obligations
You are responsible for your usage of the Services, including any information requests you may submit. You shall indemnify us (in this provision - including our affiliates, officers, directors, employees, consultants, agents, clients, licensors and their respective successors and assigns) and hold us harmless against any Claim, damage, loss, liability or expense, including reasonable attorneys' fees, arising out of your failure to comply with these Terms or any unauthorized use of the Services. You may not, in any way or by any means, rebroadcast or redistribute your access to or use of the Services. You may not scrape or collect any information available on our Services. You may not post or transmit any threatening, obscene, libelous, unlawful or otherwise offensive material. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of our Services and that you are responsible for determining which such laws apply. We reserve the right, in our sole discretion, to immediately and without notice terminate your access to and use of our Services.
4. License to use the Services; Intellectual Property
Unless otherwise stated, PSP Metrics and/or its licensors own the intellectual property rights in and to the Services and all material on and generated from the Services. Except as expressly permitted in these Terms, all intellectual property rights in the Services are reserved to PSP Metrics. Subject to these Terms, we grant you a non-exclusive, non-transferable, and fully revocable, limited right to access and use the Services for your own personal purposes. No other right, title, or interest in the Services is granted to you.
5. Privacy and Security
By using our Services, and to the extent authorized by applicable law and consistent with our Privacy Policy, you consent to such Processing of your Personal Data. Our Privacy Policy can be found here: https://www.pspmetrics.com/privacy/
6. Data Security and Breach Notification
We implement appropriate technical and organizational security measures to protect your information against unauthorized access, disclosure, alteration, and destruction. While we strive to use commercially acceptable means to protect your Personal Data, no method of transmission over the Internet or method of electronic storage is 100% secure. We shall not be liable for any unauthorized access to or use of the Personal Data that occurs despite our security measures, unless such unauthorized access or use is the direct result of our gross negligence of willful misconduct.
In the event of an unauthorized access to or disclosure of your Personal Data (a "Security Breach"), we will notify you in accordance with applicable law, and take appropriate steps to mitigate the Security Breach consistent with applicable laws, which may include the following:
- We will notify affected customers without undue delay after becoming aware of a Security Breach
- We will provide information about the nature of the breach, the types of data affected, the steps we are taking to investigate and remediate, and contact information for inquiries
- Where required by law, we will notify relevant regulatory authorities about the Security Breach
- We maintain contracts with our Customers, distributors, and subcontractors requiring them to comply with applicable data protection laws and to promptly notify us of any Security Breach related to your information
In the event of an acquisition, merger, sale, corporate restructuring, bankruptcy, or other similar event that involves PSP Metrics, we may disclose Personal Data. If such an event occurs, we will take reasonable steps to require that your Personal Data be handled in accordance with this policy to the extent possible.
7. Arbitration
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. SUBJECT TO THE TERMS OF THIS SECTION, YOU AND PSP METRICS AGREE THAT ANY AND ALL CLAIMS (AS THAT TERM IS DEFINED BELOW) THAT HAVE ARISEN OR MAY ARISE BETWEEN YOU AND PSP METRICS SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN IN COURT.
Except as otherwise stated herein, any controversy or Claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction pursuant to the Forum Selection provision of these Terms. If you desire to opt out of this arbitration provision, you must provide notice to PSP Metrics before any further use of or access to the Services.
8. Class Action Waiver
Separate and apart from the agreement to arbitrate set forth above and to the maximum extent permitted by law, the parties hereby independently waive any right to bring or participate in any class action, private attorney general action, or other representative action, however denominated, in any way for any Claims against the other.
YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST PSP METRICS, ITS AGENTS, OFFICERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND/OR ASSIGNS IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.
9. Legal Age Requirement
By accessing or using our Services you hereby represent that you are at least 18 years of age – or the legal age of majority in your permanent jurisdiction of residence. We reserve the right to request anyone accessing the Services to provide written proof of age in any form.
10. Warranty Disclaimer
THE SERVICES AND ALL MATERIALS AVAILABLE THROUGH THE SERVICES ARE PROVIDED BY PSP METRICS ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ANY WARRANTY AS TO SECURITY, ACCURACY AND NON-INFRINGEMENT, AND ALL OTHER WARRANTIES, WHICH MIGHT OTHERWISE ARISE FROM COURSE OF DEALING BETWEEN YOU AND US OR USAGE OF TRADE.
NEITHER PSP METRICS, NOR ANY OF OUR CLIENTS, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SERVICES OR ANY FUNCTION CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PSP METRICS, NOR OUR CLIENTS, SERVICE PROVIDERS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM ANY USE OR THE INABILITY TO USE THE SERVICES (INCLUDING CONTENT OR OTHER MATERIAL ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES), PERFORMANCE OR USE OF THE SERVICES, AS WELL AS UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES EXCEED THE AMOUNT PAID BY YOU TO US IN THE MONTH IMMEDIATELY PRECEDING THE CLAIM OR $100, WHICHEVER IS GREATER. IF YOU ARE DISSATISFIED WITH THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SERVICES.
12. Breaches of these terms and conditions
Without prejudice to our other rights under these Terms, if you breach these Terms in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, blocking computers using your IP address from accessing the Services, and/or bringing court proceedings against you. For the avoidance of doubt, any injunctive relief we may seek against you for your violation of these Terms shall not be subject to the arbitration clause and we may seek such injunctive relief and you waive any requirement of bond or proof of damages to seek such injunctive relief.
13. Links
Our Services may contain links to third party websites. PSP Metrics is not responsible for the content of linked third party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites.
14. Additional Disclosures
We may need to disclose your Personal Data for law enforcement or other legal purposes. This type of disclosure may be necessary in connection with, but not limited to, a lawsuit, Claim or investigation, governmental inquiry, court order, enforcement of legal rights (e.g., contract terms, intellectual property rights, etc.), safety issue, or other similar legal or security matter.
15. Governing Law and Jurisdiction
These Terms will be governed by, and construed and enforced in accordance with, the laws of Pennsylvania, without regard to conflicts of law principles.