Prosci Portal
End User Terms and Conditions

July 20, 2017

In order to access this portal and any tools, resources or materials contained herein (the "Prosci Portal"), you must acknowledge, agree and consent to these End User Terms and Conditions. READ THESE TERMS AND CONDITIONS CAREFULLY AND DETERMINE AND ACKNOWLEDGE YOUR CONSENT.

The Prosci Portal is provided by a license from Prosci, Inc. ("Prosci") via Prosci's hosted services and is protected by copyright laws and treaties, as well as other intellectual property laws and treaties.

If you are accessing the Prosci Portal to access tools, resources or materials (the "Portal Tools") licensed directly by you, you are referred to in these End User Terms and Conditions as an "Individual Licensee."

If you are accessing the Prosci Portal to access tools, resources or materials (the "Portal Tools") licensed by the entity for whose benefit you are accessing the Prosci Portal, you are referred to in these End User Terms and Conditions as a "Corporate Licensee."

Corporate Licensees and Individual Licensees are referred to in these End User Terms and Conditions as "Licensees." Unless expressly noted to the contrary herein these End User Terms and Conditions, the provisions herein apply to all Licensees.


PRIVACY AND USER CONTENT

Prosci allows Licensees to update information and data as part of its offering of the Prosci Portal. As between Licensees and Prosci, Licensees retain ownership of any content, data or other information provided by Licensees (the "User Content") although User Content provided by Corporate Licensees may belong to the entity for whose benefit you are accessing the Prosci Portal and Corporate Licensees agree that Prosci may treat such User Content in accordance with the instructions provided by such entity. Notwithstanding the foregoing, you agree that Prosci retains all right, title and interest to all transactional and performance data related to the use of the Prosci Portal, which Prosci may aggregate, collect and otherwise use for its business purposes (including, without limitation, for software optimization, benchmarking and product marketing purposes. In order to provide Licensees the materials and services procured hereunder, Licensees hereby grant Prosci a license to access, perform, install, download, copy, store, maintain, support and otherwise use the User Content. All personal information provided as part of the User Content shall be treated in accordance with the privacy policy found at https://portal.prosci.com/pages/privacy-policy (the "Privacy Policy").

PERSONALLY IDENTIFIABLE INFORMATION

Other than the account information that Prosci gathered from you, Prosci does not require any personally identifiable information in order for us to provide the materials and services to you via the Prosci Portal and any associated tools with the Prosci Portal. All information you provide is at your own risk, however, and you expressly agree that you will not provide any information for which you do not have rights to provide, nor shall you provide the following information to Prosci or enter such information into the Prosci Portal except to the extent necessary for proper use of the materials and services:
  • any data or information that can be used to locate a natural person at a specific time;
  • national identification, such as passport details, social security number or driver's license number (or foreign country equivalent);
  • demographic or behavioral data about a natural person;
  • protected health information as such term is defined under the U.S. Health Insurance Portability and Accountability Act (HIPAA), as amended, and the regulations promulgated under HIPAA;
  • any NPPI ("nonpublic personal information"), as such term is defined in the U.S. Federal Gramm-Leach-Bliley Act of 1999, as amended, and the regulations promulgated under that act, and also as such term refers to any information subject to Section 628 of the U.S. Federal Fair Credit Reporting Act of 1970, as amended, or any regulations or guidelines promulgated under that section;
  • any trade secret of any company, person or entity as protected by applicable law; and/or
  • any substantially equivalent concept to any of the foregoing whether or not defined or regulated by any applicable law.


GRANT OF LICENSE TO INDIVIDUAL LICENSEES

License rights to the Prosci Portal and Portal Tools for Corporate Licensees must be procured from Prosci via a separate license agreement between Prosci and the applicable licensee. No rights to the Prosci Tools or any other materials proprietary to Prosci or its licensors are licensed to Corporate Licensees via these End User Terms and Conditions.


Subject to the terms and conditions, Prosci grants to Individual Licensees, and only you as an Individual Licensee, a single-user right and license to access and use the Prosci Tools and services procured via the Prosci Portal using your user name and password and for which Prosci has received payment of the applicable fees. This license is for a single person only and may not be transferred, sublicensed or assigned.

You shall not, and agree that you will not, distribute or share your user name and password for use by others. Further, you agree that you may only access the version of the materials provided to you and you agree not to share or distribute such version or to make any copies thereof for any other individual's or entity's use; provided that Individual Licensees may (a) export tool-generated reports and finished (i.e., completely populated) templates using the designated tools and third party programs as designated using the functionality of the Prosci Portal, and may share such exported reports and templates but solely for use by you or your employer, and (b) distribute surveys created using the functionality of the Prosci Portal solely for your or your employer's own data collection purposes.


 Except as expressly permitted by Prosci, you shall not, nor allow or authorize any third party to (i) reproduce, allow use of or access to the materials or services, or sell, rent, lease, sublicense or otherwise transfer or assign any rights to access and use the materials, services or Prosci Portal, in whole or in part, to a third party; (ii) alter, enhance or otherwise modify or create derivative works of or from the materials, services or Prosci Portal; (iii) reverse engineer, decompile, translate, disassemble or attempt to discover any underlying ideas or algorithms of the materials and services (except to the extent such restriction is prohibited by applicable local law in order to obtain interoperability); (iv) remove or destroy any proprietary markings, confidential legends or any trademarks or trade names of Prosci or its licensors placed upon or contained within the materials, services or Prosci Portal, (v) upload, post or transmit into the Prosci Portal any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, including violations of the intellectual property rights or any other rights of a third party; or (vi) post or transmit into the Prosci Portal any information, content or software which is subject to any open source or freeware license or contains a virus, cancelbot, Trojan horse, worm or other harmful component. Use, duplication or disclosure by the U.S. Government or any of its agencies is subject to restrictions set forth in the Commercial Computer Software and Commercial Computer Software Documentation clause at DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause at FAR 52.227.19(c).

COPYRIGHT

All title to any intellectual property rights in and to the materials you procure pursuant to the Prosci Portal, including any accompanying documentation, are owned by Prosci and/or its licensors. Except for the limited single-user license granted to Individual Licensees above, no rights are otherwise granted or transferred as a result of these End User Terms and Conditions.

Except as expressly permitted, you agree not to copy or distribute any content, materials, templates or checklists procured from the Prosci Portal. You agree not to extract content from any materials procured via the Prosci Portal, or to create any derivative works thereof, for use in training materials for use by any third parties.

TRADEMARK

Prosci owns the following trademarks, service marks, and/or trade dress (collectively, and together with any additional trademarks, service marks, and/or trade dress that Prosci currently owns or later acquires, the "Prosci Trademarks"):
  • PROSCI®
  • ADKAR®
  • AWARENESS DESIRE KNOWLEDGE ABILITY REINFORCEMENT™
  • PREPARING FOR CHANGE, MANAGING CHANGE, REINFORCING CHANGE™
  • CHANGE MANAGEMENT LEARNING CENTER™
  • PCT TRIANGLE DESIGN™
  • PCT ANALYZER DESIGN™
  • The Prosci Red Ribbon Design™
  • The Red, Purple, White, and Black color combination™
  • CHANGE MANAGEMENT PILOT™
  • CHANGE MANAGEMENT PILOT PROFESSIONAL™


You acknowledge and agree that that Prosci is the sole and exclusive owner of all right, title, and interest in and to the Prosci Trademarks. You acquire no right, title, or interest in or to the Prosci Trademarks or the goodwill associated therewith. All use of the Prosci Trademarks by you and all goodwill created or developed as a result of such use will inure solely in Prosci. You may use the Prosci Trademarks solely in connection with the Prosci Portal and Portal Tools and solely in the deployment of Prosci's change management methodology. Any such use must expressly identify Prosci as the owner of the mark or marks. You understand and agree that you may not use the Prosci Trademarks for any other purpose, including but not limited to advertising or marketing, without express written consent from Prosci. You may not use Prosci Trademarks for external marketing or branding of training or consulting services. You will not revise, alter, translate, or otherwise modify the Prosci Trademarks, including the ® and/or ™ notices, without prior written permission from Prosci. You will not combine the Prosci Trademarks with any other marks, terms, slogans, designs, and/or symbols. You agree not to oppose, petition to cancel, attempt to invalidate, or otherwise challenge in any way the validity of the Prosci Trademarks or Prosci's exclusive rights thereto. Except for the rights expressly granted by Prosci, nothing in these End User Terms and Conditions expressly or implicitly grants you the right to use any Prosci Trademarks in any other manner.

EXPORT

The Prosci Portal and Prosci Tools are subject to U.S. export restrictions. You agree that you will not export any of Prosci's materials to any country, person, or entity in violation of any U.S. export restrictions. You specifically agree not to export such materials to any country to which the U.S. has embargoed or restricted the export of goods or services. 



LIMITATION OF LIABILITY AND REMEDIES

The Prosci Portal and Prosci Tools are licensed to Individual Licensees "AS IS" and "AS AVAILABLE" and nothing in these End User Terms or Conditions grant any warranties to the Prosci Portal or Prosci Tools. Prosci does not make any representations or warranties to you, express or implied, and to the fullest extent permissible disclaim such warranties, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, FUNCTIONALITY, TITLE AND/OR NON-INFRINGEMENT. As further consideration for your ability to access the Prosci Portal, you agree that, to the maximum extent permitted under applicable law, Prosci's entire liability to you and your exclusive remedy under these End User Terms and Conditions is, at Prosci's option, either (a) return of the price paid by you for any of the Prosci Tools; or (b) repair or replacement of the Prosci Tools.

YOU AGREE THAT PROSCI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE PORTAL, THE MATERIALS OR ANY OF THE CONTENT ACCESSED THROUGH OR DOWNLOADED FROM THE PORTAL, EVEN IF PROSCI IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These Terms and Conditions, together with the Privacy Policy (then in effect), represents the full agreement between you and Prosci, and takes the place of any other statements, written or verbal, related to the liability or warranty of the materials procured by, and services provided to, you hereunder.

REVISIONS TO THE AGREEMENT

Prosci may, at any time, revise or modify these End User Terms and Conditions or impose new conditions for use of the Prosci Portal. Such changes, revisions, or modifications shall be effective only after Prosci provides notice to you and you are provided with the opportunity to review such modified terms and conditions and consent to the changes. You agree that your decision not to accept any changes to these End User Terms and Conditions later presented to you may terminate or otherwise impact your ability to access and use the materials procured using the Prosci Portal.

GOVERNING LAW AND VENUE

The interpretation, validity and enforcement of these End User Terms and Conditions and any license granted herein, and all legal actions brought under or in connection with the subject matter, shall be governed by the law of the State of Colorado, USA (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). You agree to bring any dispute arising out these End Use Terms and Conditions, and any license rights granted hereunder, solely within the courts located in Denver, Colorado and you further agree that such courts shall have in personam jurisdiction and venue with respect to you, and you hereby submit to the in personam jurisdiction and venue of such courts and waive any objection. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE END USER TERMS AND CONDITIONS GRANTED HEREUNDER. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PROSCI PORTAL OR PROSCI TOOLS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Notwithstanding the foregoing, Prosci acknowledges and agrees that the foregoing paragraph shall not apply with respect to licensees that have obtained rights to the Prosci Portal or Prosci Tools pursuant to an agreement independent of these End User Terms and Conditions and such terms and conditions specify dispute resolution and governing law that differ from the foregoing.


 Prosci failure to exercise or enforce any right or provision of these End User Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these End User Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these End User Terms and Conditions will continue in full force and effect.