System-3 Terms of Use

Thank you for visiting www.system-3.com (the “Site”) owned and operated by System-3 Inc. (“System-3”) or for otherwise accessing the System-3 Services or participating in our Surveys and Testing. All references to “we”, “us” or “our” within these Terms of Use refer to System-3.

System-3 is developing a simulation based, predictive, software as a service (SaaS) assessment solution that is efficient, affordable, unbiased and based on leadership science. The System-3 assessment solution will predict leadership readiness for the Executive Suite and Board to support decision making in the recruitment and promotion process. The term System-3 Services refers to our technology platform, which we may make available through the Site, and all other services we may provide to you. “Surveys and Testing” refers to our Pan-Canadian Survey and testing and validation of the System-3 assessment solution.

Please read these Terms of Use carefully. The System-3 Terms of Use affect your legal rights and impose obligations on you.

1. Agreement to these Terms of Use

By using the Site, accessing or using the System-3 Services, or by participating in our Surveys and Testing, you agree to these Terms of Use which form a binding agreement between you and System-3 (the “Terms of Use”, the “Agreement”), even if you do not take the time to read the System-3 Terms of Use. These Terms of Use contain limitations on our liability and a requirement that you indemnify us for certain types of losses or damages. You agree to the most updated version of the Terms of Use each time you visit this Site, participate in our Surveys and Testing, access or use the System-3 Services, or complete a purchase through the Site or the System-3 Services. You also agree to the System-3 Privacy Policy which is incorporated into and forms part of these Terms of Use.

If you have any questions about these Terms of Use, please contact us at [email protected].

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THIS SITE, PARTICIPATE IN OUR SURVEYS AND TESTING, NOR ACCESS OR USE THE SYSTEM-3 SERVICES.

2. Your Obligations

Eligibility

You must be at least 18 years of age to participate in our Surveys and Testing and to use the System-3 Services. System-3 is not directed at minors. YOU MUST NOT PARTICIPATE IN OUR SURVEYS AND TESTING OR CREATE A SYSTEM-3 ACCOUNT IF YOU ARE UNDER 18 YEARS OF AGE.

Accurate Information

You agree to provide only accurate information about yourself and any organization you represent to System-3 and to keep that information up to date.

Your Account

A System-3 Account (an “Account”) is not required to participate in our Surveys and Testing, however, in order to use the System-3 Services, you may need to register for an Account. In some cases, an Account may be assigned to you by an administrator within your organization (“Administrator”). We, your Administrator, and your organization may be able to access or disable your Account in accordance with these User Terms. Your password for the System-3 Services must be unique and you are responsible for maintaining the confidentiality of your System-3 account credentials.

You are responsible for all activities that occur under your System-3 account. System-3 does not have any responsibility if you lose or share access to your device. You must immediately report any unauthorized use of your System-3 account to System-3 at [email protected].

System-3 may suspend or terminate your Account if you violate these Terms of Use or if it is necessary to do so to protect the security of System-3, another user of System-3, or any of our service providers. Your Administrator may also terminate your access to your Account.

System-3 Rules

You are responsible for knowing and obeying all laws applicable to your use of the Site and the Sytem-3 Services and your participation in our Surveys and Testing. You will not use the Site or the System-3 Services, or participate in our Surveys and Testing, in any manner that:

3. Availability of the System-3 Services

We may change, suspend, or discontinue the System-3 Services and our Surveys and Testing or any features or functionality of the System-3 Services and our Surveys and Testing at any time in our sole discretion.

The System-3 Services and our Surveys and Testing or certain features and functionality of the System-3 Services and our Surveys and Testing may be unavailable from time to time for maintenance or due to the services of our third party service providers being unavailable.

4. Privacy

System-3 may collect, use, retain, disclose, and otherwise process your personal information in accordance with the System-3 Privacy Policy. By accessing the Site or by accessing or using the System-3 Services, or by participating in our Surveys and Testing, you agree to the provisions of the System-3 Privacy Policy. If you do not agree with the System-3 Privacy Policy, you must discontinue your use of the Site and the System-3 Services and must not participate in our Surveys and Testing.

5. Ownership and Licence to Use the System-3 Services

You may not use the Site or the System-3 Services or participate in our Surveys and Testing for the purpose of conducting benchmarks, testing the System-3 features and functions, or to develop a competing product or service.

The Site, the System-3 Services and Surveys and Testing software (including source and object codes) is owned and operated by System-3, its licensors, and third-party service providers. The System-3 Services are licensed to you, not sold. We grant you a non-exclusive, non-transferable, limited licence to access and use the System-3 Services for organizational talent assessment, to support decision making in the recruitment and promotion process or personal, professional development purposes and only as expressly permitted in these Terms of Use and any other applicable agreement between you and us.

The System-3 content includes all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, and all other content or any description available through the Site or the System-3 Services, or originating from System-3 within our Surveys and Testing (“System-3 Content”). All System-3 Content is the sole property of System-3 and/or its licensors and is protected by Canadian and international copyright, trade-mark, service marks, patents, trade secrets and other proprietary rights and laws.

You agree that you will not copy, attempt to reverse engineer, modify, translate, or disassemble the Site or the System-3 Services our Surveys and Testing or their underlying software in whole or in part, including any attempts to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of System-3 and our third party providers. You may not use or export or re-export the Site, our Surveys and Testing, or the System-3 Services except as permitted under the laws of Canada. You may not copy, reproduce, perform, distribute, display, modify, translate, merge with other data, frame in another website, post on another website or create derivative works of the System-3 software, our Surveys and Testing, or the System-3 Content, in whole or in part, for the purpose of creating a competing product or service or for resale or distribution.

6. Your Submissions

We may permit users of the Site and the System-3 Services or participants in our Surveys and Testing to provide survey responses and to send us feedback or ideas (each a “Submission”). If you choose to make a Submission, you agree to comply with these Terms of Use and you represent and warrant that your Submission is not subject to any confidentiality obligations or third party intellectual property rights, that you own and control all of the rights to the Submission, and that you have the authority to grant these rights to us.

If you make a Submission, you thereby grant us, our successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub- licensable, right and license to use, produce, reproduce, modify, combine with other works, adapt, publish, perform, translate, create derivative works from, distribute, communicate to the public by telecommunications, display and exploit the Submission for any purpose (commercial or otherwise) in any media or using any technology now known or later developed, without providing any attribution or compensation to you. You agree, represent and warrant that all moral rights in your Submission are waived in favour of us and our successors, assigns and licensees. We disclaim any obligation of confidence or other duties to you regarding your Submission.

7. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYSTEM-3 DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

YOUR USE OF THE SITE AND THE SYSTEM-3 SERVICES AND, IF APPLICABLE, YOUR PARTICIPATION IN SURVEYS AND TESTING, IS AT YOUR OWN RISK. THE SITE AND THE SYSTEM-3 SERVICES IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DO NOT REPRESENT OR WARRANT THAT: THE SYSTEM-3 CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR THE SYSTEM-3 SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT YOUR ACCESS TO THE SITE OR THE SYSTEM-3 SERVICES WILL BE UNINTERRUPTED; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SITE OR THE SYSTEM-3 SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SITE AND THE SYSTEM-3 SERVICES OR THE SYSTEM-3 CONTENT IS TIMELY, SECURE OR ERROR-FREE.

8. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF, OR INABILITY TO USE, SYSTEM-3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR THE SYSTEM-3 SERVICES.

9. Indemnification

By accessing the Site, participating in Surveys and Testing, or by accessing or using the System-3 Services you agree to defend, indemnify and hold System-3 and its employees, officers, directors, contractors, representatives and agents harmless from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable legal fees and other legal expenses, whether in tort, contract or otherwise, relating to or arising out of your participation in Surveys and Testing, or your access to or use of the Site or the System-3 Services, including activities under your account, or any alleged violation by you of these System-3 Terms of Use.

10. Intellectual Property Infringement Reporting

If you own copyright, trademark, patent, or other intellectual property rights or are the authorized agent for such an owner, and you have a good faith belief that content on the Site or in the System-3 Services violates those intellectual property rights, you may report your concern by submitting a complaint to [email protected].

11. Governing Law and Disputes

These Terms of Use are governed by and will be interpreted in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, without regard to any principles of conflicts of law. You agree that any action to enforce these Terms of Use may be brought in the courts located in the Province of Ontario. You further agree to submit to the personal jurisdiction of these courts for the purpose of any proceeding arising out of these Terms of Use and waive any objections and defenses inconsistent with such venue.

12. Interpretation

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions enforced. Notwithstanding any other provisions of these Terms of Use, any provision of these Terms of Use that imposes or contemplates continuing rights or obligations on you or us will survive the expiration or termination of these Terms of Use, including, without limitation, the indemnification and limitation of liability provisions.

13. Assignment

You may not assign your rights and obligations under these Terms of Use. System-3 may assign its rights and obligations under these Terms of Use without your consent.

14. Changes and Termination

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and the System-3 Services (or any part thereof) with or without notice even if you have created an Account. If you wish to terminate your use of the System- 3 Services, you may delete your System-3 account and any software that you may have downloaded from us. Your Administrator may also terminate your access to your Account. If you delete your Account, or if your Administrator terminates your access to your Account, you will no longer be able to access any previous activity.

We may amend these Terms of Use at any time by posting revisions to system-3.com/terms-of-use/ with no additional notice to you. Please return frequently to see the Terms of Use then in effect. Your continued access to and use of System-3 will constitute acceptance of the amended Terms of Use. If you do not agree with these Terms of Use, or any future amendments, your sole recourse is to cease use of the Site and the System-3 Services. If you have any questions regarding these System-3 Terms of Use, please contact [email protected]

15. Third Party Websites, SurveyMonkey, MailChimp, and Caliper Corporation Terms and Conditions

The Site and the System-3 Services may contain links to third party websites. We are not responsible for the content of any third-party linked site, or any link contained in a linked site. We are not responsible for the acts or omissions of any operator of any such site. Your use of any such third-party site is at your own risk and will be governed by such third party's terms and policies (including its Privacy Policy).

If you participate in our Pan-Canadian Survey, in addition to the System-3 Terms of Use, your participation in the Pan-Canadian Survey is governed by Survey Monkey’s Legal Terms and Policies and MailChimp’s Terms and Conditions.

If you participate in the testing and validation of the System-3 assessment solution, and undertake assessment with the Caliper Corporation assessment tool, your participation in the testing and validation will be governed by Caliper Corporations’s Terms and Conditions in addition to the System-3 Terms of Use.

16. Language – English / Anglais

The parties have expressly requested and required that these Terms of Use and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés en anglais.