These Terms of Use (“Terms“) govern your use of the software, website and services (the “Service”) provided by Entegrys Incorporated (“Entegrys”). The section below entitled, Acceptable Use, outlines our expectations with respect to your behaviour when using the Service. Our Privacy Policy explains the way we collect and use your information. By using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you are using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

Your Obligations

• When you sign up for or otherwise use our Service (e.g. by accepting an invitation to contribute to an assessment), you create an Entegrys account.
• You must provide accurate information when you create your Entegrys account.
• You are responsible for safeguarding the password and for all activities that occur under your account. You should notify Entegrys immediately if you become aware of any breach of security or unauthorized use of your account.
• You must comply with our terms of Acceptable Use, as outlined below, at all times when using the Service.
• You may never use another user’s account without permission.
• You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
• Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13.

Ownership of Content
The Service allows you to carry out activities including, without limitation:

• purchase access to our software;
• create competency assessments and job profiles using the Entegrys Competency Dictionary;
• add user emails and associated information;
• collect information from others; and
• generate reports of assessment results

(together the “Content”).

Entegrys retains ownership of all Content except for the information you add to the Content or collect from others. However, by uploading your own or collected information onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of

1. providing you the Service and associated support; and
2. analyzing and improving the Service.

We reserve the right to remove Content on the Service that violates these Terms, including the Acceptable Use section below, or that we otherwise reasonably believe may create liability for Entegrys.

Administrator Access to Your Content
When you sign up for or otherwise use our Service (e.g. by accepting an invitation to contribute to an assessment), you associate an email address with your account. If you use an email address provided to you by a third party entity of which you are a part (such as [email protected] or [email protected]) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third-party applications in connection with their use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third-party application(s). You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain.

Your Use of Entegrys Software
As part of the Service, we provide online client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Entegrys and You, Entegrys retains all right, title and interest in the Software.

Unacceptable Use of the Service

1. Disruption of the Service. You may not:
   1. access, tamper with, or use non-public areas of the Service, Entegrys’ servers or computer systems, or the technical delivery systems of Entegrys’ providers;
   2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
   3. access or search the Service by any means other than Entegrys’ publicly supported interfaces;
   4. attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period); and
   5. interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
2. Misuse of the Service. You may not utilize the Service to carry out, promote or support:
   1. any unlawful or fraudulent activities;
   2. the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
   3. activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
   4. formal disciplinary action or justification for termination;
   5. the publishing or posting of other people’s private or personally identifiable information without their express authorization and permission;
   6. the sending of unsolicited communications, promotions advertisements, or spam; and
   7. the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer.
3. Content Standards Within the Service. You may not post any Content on the Service that:
   1. violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
   2. is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
   3. contains viruses, bots, worms, or similar harmful materials; or
   4. contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
4. Violations of these Terms of Acceptable Use. In addition to any other remedies that may be available to us, Entegrys reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for Entegrys should you fail to abide by these terms of Acceptable Use. If you are a user of the Service under your employer or organization’s account, Entegrys reserves the right to notify your employer or organization of any violations of these terms of Acceptable Use.

Your Use of Third Party Applications
If you elect to utilize any third-party application in connection with your use of the Service, by doing so you are consenting to your information being shared with such third-party application. To understand how such third-party application provider utilizes your information, you should review their privacy policy.

Security
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your information that are designed to protect the integrity of that information and to guard against unauthorized or unlawful access to, use of, or processing of such information.

Termination
You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.

Entegrys’ Intellectual Property Rights
The Service (excluding information provided by users) constitutes Entegrys’ intellectual property and will remain the exclusive property of Entegrys and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Copyright
Entegrys respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to us at [email protected].

Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Indemnification
You agree to defend, indemnify and hold harmless Entegrys and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ENTEGRYS IS NOT RESPONSIBLE FOR ANY THIRD-PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE.

The Service is controlled, operated and hosted from within Canada. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable Canadian and local laws and regulations, including, but not limited to, export and import regulations.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENTEGRYS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT ENTEGRYS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ENTEGRYS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 CANADIAN OR THE AMOUNTS PAID BY YOU TO ENTEGRYS IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Dispute Resolution
Informal Efforts – You agree that prior to filing any claim against Entegrys relating to or arising out of these Terms you will first contact us at [email protected] to provide us with an opportunity to resolve the issue in an informal manner.
Formal Recourse – Either you or Entegrys may assert a claim, if it qualifies, in small claims court in Saint John, NB, Canada. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in the informal dispute resolution process.
No Class Actions – ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
Judicial Forum – You and Entegrys agree that any judicial proceedings will be brought in the provincial courts in Saint John, NB, and both parties consent to venue and personal jurisdiction there.

Governing Law
These Terms will be governed by the laws of the Province of New Brunswick, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Data Transfer
In connection with providing you the Service, Entegrys may transfer, store and process your Content in Canada or in any other country in which Entegrys or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.

Entire Agreement; Severability; Waiver
These Terms constitute the entire agreement between you and Entegrys concerning the Service and replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Entegrys’ failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Notices
We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL Entegrys.com/blog/.

For questions about these or any Entegrys terms or policies, email us at [email protected].

These Terms were last updated on March 2022