(Last Updated: April 2013)
Your purchase or use of any DNA Behavior product or service whether or not through any DNA Behavior website will be deemed acceptance of the following terms and conditions:
- DNA collectively refers to the DNA Behavior entity you have contracted with and any of its related or affiliated parties, companies or businesses.
- Your purchase or use of any DNA Behavior product or service whether or not through any DNA Behavior website will be deemed entering into our DNA Behavior Master Services Agreement and deemed acceptance of the terms and conditions listed below. Further, if you register for a free trial for our services, this agreement will also govern that free trial.
- By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.
- You may not access the Services if you are a DNA direct competitor, except with our prior written consent. In addition, you may not access the services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
- This agreement was last updated on April 8, 2013. It is effective between you and DNA as of the date of you accepting this Agreement.
- This agreement commences on the date you accept it and continues until all DNA products and services have been used, expire or been terminated. If you elect to use the DNA products and services for a free trial period, but do not purchase further DNA products and services , this agreement shall terminated at the end of the free trial period.
- DNA has not purported to act as your business advisor or consultant and has not provided personal securities recommendations in relation to any investment products or information, unless otherwise specifically agreed in writing.
You will seek your own advice as appropriate prior to purchasing any product or acting on any information provided by DNA. If you do not seek your own advice before purchasing a product or service or acting on information offered by DNA, you recognize that you are competent to make your own decisions.
- DNA shall provide you with access to the DNA products and services on the basis expressed in the contract with you in exchange for the payment specified.
- DNA shall provide you with reasonable infrastructure, technology systems, and technical support and know-how to use the DNA Behavior Discovery Processes at a basic level for no additional cost. Upgraded support and services may be provided based on an additional written agreement for agreed payment.
- Access to the DNA Behavior Discovery Processes and DNA resources in general grants you implicit permission to use the materials in their existing form. However any material changes to these documents (which potentially alter the message being delivered or implied ownership or branding of the materials) should be submitted to DNA for review before use. By using these materials you are acknowledging DNA’s direct and indirect copyright and intellectual property ownership rights, including for any derivative works. Derivative works include any materials or tools created of any kind which rely on or use outcomes of the DNA Discovery Process.
- The use of the DNA Behavior Discovery Processes and other resources for the purposes of training, mentoring, coaching or consulting other business consultants and professionals or providing any other facilitation or advisory service to business advisors, coaches, professionals or consultants is strictly not permitted without DNA’s written permission.
- You shall not sell or promote the DNA products and services to a person or business at any time and for any reason whatsoever, without the express written permission of DNA.
- Written permission must be obtained to use the name, or derivatives of the name, trademarks or trade names (collectively, “DNA Marks”) of DNA, whether registered or not, in publicity releases, advertising, email communications, or in any other manner, including customer lists. Where the DNA Marks are used the trademark symbol must be used. Any infringements will be viewed as a violation of the terms of this Agreement, which may then be terminated.
- You shall immediately advise DNA of any complaints about the DNA products and services, either written or verbal, received from its clients or customers.
- All work, information, ideas, concepts, property, processes, materials, books, know-how of any kind that is provided to you by DNA, or that is developed or modified directly or indirectly in any format or form of media by you or your representatives will be treated as copyright which is owned by DNA. Copyright will continue to vest in perpetuity for the benefit of DNA after the termination of any agreement or provision of products and services in any format. Such processes and property may not be used in an unauthorized manner during or after the termination of products and services being provided.
- All oral or written information concerning DNA, without limitation, the subject and terms of DNA’s business and business activities (past, present and future), financial information, technical information (including any software, documentation, flow chart, logic diagram, design proposal, screen shot, algorithm, device, compilation of information, method, technique, or process), and client information, whether in tangible or intangible form and whether or not marked as “confidential,” that may be obtained from any source as a result of a Business Purpose, together with all such other information designated by a Party as confidential shall be treated as Confidential Information and must be kept confidential in perpetuity. Such Confidential Information must not be released to any person outside the parties. The unauthorized release or use of confidential information can result in instant termination of DNA providing products or services without warning or notice. “Confidential Information” shall not include information that: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to the Receiving Party by another person without restriction; or (iv) is independently developed by the Receiving Party without access to Confidential Information.
- All Confidential Information disclosed by DNA or its suppliers or clients shall be and remain the sole and exclusive property of DNA. The Receiving Party does not acquire any Intellectual Property Rights, including any rights to create derivative works of any Confidential Information, under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information for the purposes of the agreement entered into with DNA. “Intellectual Property Rights” shall mean all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, domain names, social media rights, websites and other similar proprietary rights of any type, as they may exist anywhere in the world.
- All orders for DNA Behavior products and services are payable in advance of set-up, unless credit terms have been specifically agreed in advance.
- There will be a charge of $50 for any failed credit card transactions or returned checks.
- Purchases of DNA Behavior products and services made on any of the DNA Behavior websites or by any other form of order are non-refundable. Any reassignment of the products and services to different users will incur an administration fee.
- All amounts payable to DNA exclude GST, VAT, withholding and sales tax that may apply. All such taxes are your responsibility.
- Fees for web seminars are required to be paid at least one week before the scheduled training date. A full refund may be obtained with written cancellation notice up to one week before the scheduled training date. Within one week of the training date, a cancellation fee of 50% will be incurred. To re-schedule a web seminar no penalty will be incurred up to one week prior to the program date. The fee for rescheduling is $50 if the request is made between one week and 24 hours prior to the program. All requests must be made in writing. Please note: within the 24 hour window, cancellation or an attempt to reschedule is considered a no show which will result in no refund.
- For classroom training sessions, fees are required to be paid at least two weeks before the scheduled training date. A full refund may be obtained with written cancellation notice up to two weeks before the scheduled training date. Within two weeks of the training date, a cancellation fee of 50% will be incurred. To re-schedule, no penalty will be incurred up to two weeks prior to the program date. The fee for rescheduling is $500 if the request is made between 2 weeks and 24 hours prior to the program. All requests must be made in writing. Please note: within the 24 hour window, cancellation or an attempt to reschedule is considered a no show which will result in no refund.
- Your account will be considered delinquent if full payment is not received by the due date. If your account is delinquent for at least 30 days then DNA may deactivate access to the DNA products and services until payment is made. De-activation of the account does not waive DNA’s entitlement to payment due under this agreement.
- You acknowledge that DNA is the owner of all DNA Marks as defined herein. DNA Marks means right, title, and interest in and to the trademarks, service marks, trade names, domain names, business names, logos, and other descriptive devices of DNA or directly and indirectly associated with the DNA Discovery Process as designated by DNA and any other products or services provided by DNA, including in English and non-English format or variation. You covenant not to file or prepare any application for registration of any of the DNA Marks without the prior approval and direction of DNA. You agree not to adopt, use, file for registration, or register any trademark, service mark, domain name or trade name (with respect to the DNA Marks or otherwise) without the prior written consent of DNA. You shall not use the DNA Marks in any manner whatsoever except as expressly provided in this Agreement, or with any other trademarks, trade names, service marks, logos, or other similar designations without DNA’s prior written approval. The parties agree that all use by you of the DNA Marks shall be in such a manner as to inure at all times to the benefit of DNA, and shall not in any manner create the impression that the DNA Marks belong to and are owned by DNA or any other party.
- You expressly waive and relinquish any and all claims of any nature against DNA, affiliated companies and/or employees arising out of or in connection with your use of any of DNA's products and services, and any information arising from such use.
- You agree to indemnify and hold DNA harmless from any claims or demands of third parties that arise out of your use of DNA's products and services.
- The DNA Behavior Discovery Processes or any other DNA Behavior Discovery Systems are not professional or psychological instruments and should not be used to identify, diagnose or treat psychological, mental health, and/or medical problems. Additionally, if used to evaluate personnel, the user should seek adequate legal counsel to ensure compliance with applicable local, state and federal employment laws. The user assumes sole responsibility for any actions or decisions that are made as a result of using these aids to self-discovery.
- In no event will DNA or its Licensors be liable to you regardless of the form of claim or action, in an aggregate amount that exceeds the total fees paid to DNA in respect of the specific provision of the DNA products and services from which the damages were alleged to have arisen under this Agreement. In no event will DNA or its Licensors be liable to you or any third party for special, consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the supply, use, or performance of or inability to use the DNA products and services, even if DNA has been advised of the possibility of such damages or costs. In no event will DNA, or its successors and assigns, and its affiliates be liable to you or any third party in warranty, contract, negligence, strict tort, or otherwise, regarding any defects in the design, development, production, or performance of the DNA products and services. No action arising out of an agreement to use DNA products and services, regardless of form, may be brought by either party or any other third party more than two (2) years after the date the cause of action has accrued.
- DNA may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of DNA, and any such attempted assignment will be void and unenforceable.
- DNA reserves the right to terminate your access to the DNA products and services at any time on giving notice to you if you commit any breach of these terms and conditions. DNA will have no liability to you for such termination. Notice may be served by any reasonable method, including email.
- In the event of termination of DNA providing services, all accrued fees which are due and payable and expense reimbursements will be paid to the date of termination.
- When your DNA services are terminated, your access to the DNA Discovery Systems and reporting information will be closed. However, we will retain all records in our systems on a commercially reasonable basis which will be available should the DNA services be reinstated. Such information may only be used by DNA Behavior for our internal business purposes.
- These Terms and Conditions constitute the entire agreement between you and DNA regarding your use of the DNA products and services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and DNA regarding your use of the DNA products and services.
- If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
- These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Georgia (USA), without giving effect to any principles of conflicts of laws. Except where prohibited by applicable law, any claim, dispute or controversy arising out of or relating to these Terms and Conditions. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of using the DNA Behavior Discovery Process or any representations made in relation to it will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against DNA related to any claim and, where applicable, you also agree to opt out of any class proceedings against DNA. If you have a claim, you should give written notice to arbitrate at the address specified below. If DNA has a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the State of Georgia. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Fulton County, Georgia. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the DNA Behavior Discovery Process from locations other than the United States of America, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify DNA and the other Released Parties for your failure to comply with any such laws.
If you have any questions about these Terms and Conditions, or use of the DNA Behavior products and services in general, then please contact DNA at:
or telephone us in Atlanta USA on 770-2740311, or send mail to 5901-A Peachtree Dunwoody Road, Suite 150, Atlanta GA 30328.