System-3
Terms of Use
Thank you for: (i) accessing www.system-3.com (the “Site”), and/or (ii) participating in System-3’s software as a service (SaaS) based predictive leadership simulation (the “Leadership Simulation”), and/or (iii) accessing System-3’s analytics dashboard including any information or reports provided therein (the “S-3 Dashboard” and, together with the Site and the Leadership Simulation, the “S-3 Solution”).
The S-3 Solution is owned and operated by System-3 Inc. (“System-3”). All references to ‘we,’ ‘us’ or ‘our’ within these Terms of Use refer to System-3.
Please read these Terms of Use (the “Terms”) carefully. The Terms affect your legal rights, impose obligations on you and include waivers of substantial legal rights. If you do not agree to the Terms, you are not permitted to use the S-3 Solution.
1. Agreement to these Terms
(a) Agreement to Terms. By accessing or using the S-3 Solution, you agree to these Terms, which form a binding agreement between you and System-3, even if you do not take the time to read the Terms. Among other obligations, these Terms contain waivers of claims, limitations on our liability and a requirement that you indemnify us for certain types of losses or damages. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE S-3 SOLUTION.
(b) Privacy Policy. By accessing and using the S-3 Solution, you also agree to the System-3 Privacy Policy (the “Privacy Policy”) which is incorporated into and forms part of these Terms. The Privacy Policy can be found at https://www.system-3.com/privacy-policy.
(c) Changes to Terms. We may modify the Terms at any time, at our sole discretion, by posting the modified Terms at https://www.system-3.com/terms-of-use. It’s important that you review the Terms on a regular basis. If you are an Admin (as defined in Section 3(c)(i) below), we will notify you of any changes to the Terms that we consider to be material modifications by sending an email to the email address affiliated with your Admin ID (as defined in Section 3(c)(i) below). You hereby agree that your continued use of the S-3 Solution after we’ve posted modified Terms shall indicate and constitute your agreement to be bound by the modified Terms. If you do not agree to the modified Terms you are not permitted to use the S-3 Solution and, if you are an Admin, please email us at privacy@system-3.com and we will delete your Account.
If you are a User (as defined in Section 2 below), we will notify you of any changes to the Terms that we consider to have a material impact on you by sending an email to the email address to which your User ID (as defined below) was initially sent. As a User, you can update your contact email with us by emailing privacy@system-3.com and notifying us of your new email. You hereby agree that your failure to notify us via email that you do not consent to the changed Terms shall indicate and constitute your agreement to be bound by the modified Terms and that, if you do not agree to the modified Terms, you will notify us via email.
(d) Contact Information. If you have any questions about these Terms, please contact us at privacy@system-3.com.
2. Description of the S-3 Solution
Leadership Simulation
The Leadership Simulation is a SaaS based predictive simulation designed to minimize bias and objectively measures whether a participant deploys “today’s must have Leadership Competencies” when under executive pressure.
S-3 Dashboard
The S-3 Dashboard is a unique, state of the art, analytics dashboard providing data and information regarding the results generated from Leadership Simulations.
User Reports
Participants in the Leadership Simulation (“Users”) will receive personal reports regarding the results of their participation (“User Reports”).
Customers Reports
The System-3 customer (“Customer”) who has referred the User to participate in the Leadership Simulation will receive reports, data and analysis regarding the results of such User’s participation in the Leadership Simulation including, but not limited to, through data provided on the S-3 Dashboard (all such information and reports, in any form whether written or oral, together, “Customer Reports”).
The Customer may share Customer Reports internally, with their personnel, affiliates and contractors who have a need to know such information pursuant to the MSA and, when applicable, with Customer’s clients, consultants, portfolio companies, investors or other permitted third-party recipients on a confidential basis (together “Permitted Recipients”). The Permitted Recipients are identified in the applicable MSA (as defined below). System-3 may also share Customer Reports directly with Permitted Recipients and Permitted Recipients may be granted access to the S-3 Dashboard to access Customer Reports.
Customers engage System-3 in a variety of circumstances, including (i) for the purposes of an internal talent management/assessment/recruitment for their organization, (ii) to assess existing or potential portfolio companies, or (iii) to utilize the Solution with their clients as part of a service that Customers provide to their clients (each such engagement, a “Project”). Each Project is governed by a Master Services Agreement between the Customer and System-3 (the “MSA”).
Independent Users
If you are a User who was not referred to System-3 pursuant to an MSA or by a Customer, no reports regarding the results of your participation in the Leadership Simulation will be sent to any third parties without your consent. Notwithstanding the above, System-3 will be permitted to collect and make use of your personal information, the results of your participation in the Leadership Simulation and any other information pursuant to the terms of the Privacy Policy.
3. Your Obligations
(a) Eligibility. You must be at least 18 years of age to access or use the S-3 Solution. System-3 is not directed at minors. YOU MUST NOT ACCESS OR USE THE S-3 SOLUTION IF YOU ARE UNDER 18 YEARS OF AGE.
(b) 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. You hereby represent and warrant that all information you provide via the S-3 Solution is true and accurate.
(c) Your Account.
- (i) Each User will be provided a unique link (a “User ID”) for accessing and participating in the Leadership Simulation. Each person granted access to the S-3 Dashboard (an “Admin”) will be granted administrator login information (an “Admin ID”) by System-3 to access the S-3 Dashboard. Admins and Users are selected by Customers, pursuant to an MSA. User IDs and Admin IDs may be referred to, together and separately, as an “Account.”
- (ii) Your password and any credentials for your Account must be unique and you are responsible for maintaining the confidentiality of your Account credentials.
- (iii) You are not permitted to share access to your Account or the S-3 Solution with any other person.
- (iv) You are responsible for all activities that occur under your Account including ensuring that all use of your Account is in accordance with these Terms.
- (v) You must immediately report any unauthorized use of your Account to System-3 by email to privacy@system-3.com.
- (vi) System-3 may suspend or terminate your Account and or your access to the S-3 Solution if you violate these Terms or if we, at our sole discretion, deem it reasonably necessary to do so for any purpose including to protect the security of System-3, another user of System-3, or any of our service providers, to prevent damage to the S-3 Solution, to protect System-3 from potential liability or harm, or to comply with applicable law or contractual obligations of System-3, and pursuant to the applicable MSA.
(d) Prohibited Use. You are responsible for knowing and obeying all laws applicable to your use of the S-3 Solution. You hereby represent and warrant that you will not use the S-3 Solution in any manner tha
- is not expressly permitted by these Terms;
- infringes or violates the rights of any other party (including any intellectual property orproprietary rights);
- is unlawful, fraudulent, deceptive, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- is for the purpose of misleading others, causes the creation of a false identity of the sender or the origin of a message or of a user of the S-3 Solution, forges headers or otherwise manipulates identifiers or information in order to disguise the origin of any material transmitted through the S-3 Solution;
- impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;
- causes the upload of any content that contains any form of destructive software;
- uses any robots, spiders, or similar data mining tool to access, acquire, copy, or monitor any portion of the S-3 Solution;
- copies, reverse engineers, modifies, translates, hacks, emulates, exploits, creates a derivative work of, decompiles, or disassembles the S-3 Solution or its underlying software in whole or in part, including attempts to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, software, or algorithms of System-3 and our third-party providers;
- attempts to gain unauthorized access to System-3 or the S-3 Solution, or other computer systems or networks connected to System-3 or the S-3 Solution;
- attempts to circumvent, bypass, evade or test our security or technological protection measures;
- takes any action that imposes or may impose (as determined by us in our sole discretion)an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
- interferes with or disrupts networks or servers connected to the S-3 Solution;
- involves accessing the S-3 Solution for the purpose of conducting benchmarks, testing the System-3 features and functions, or to develop a competing or similar product or service;
- constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation not expressly authorized by System-3; or
- facilitates or encourages any of the foregoing conduct.
You further represent and warrant that, to the best of your knowledge, you are not accessing the S-3 Solution using an Account that was intended for another person.
4. Availability of the S-3 Solution
We may change, suspend, or discontinue the S-3 Solution or any features or functionality of the S-3 Solution at any time in our sole discretion. The S-3 Solution or certain features and functionality of the S-3 Solution may be unavailable from time to time including for maintenance, due to the services of our third-party service providers being unavailable or for other reasons.
5. Privacy and Confidentiality
(a) Privacy Policy. System-3 may collect, use, retain, disclose, and otherwise process your personal information in accordance with the Privacy Policy. By accessing or using the S-3Solution, you agree to the provisions of the Privacy Policy. If you do not agree with the Privacy Policy, you may not access or use the S-3 Solution. You can review the Privacy Policy at https://www.system-3.com/privacy-policy.
(b) Customer Confidentiality. If you are an Admin, as part of your use of the S-3 Solution, and specifically the S-3 Dashboard, you will gain access to certain personal information, reports, assessment results and other data regarding Users, including via Customer Reports, (all such information, "Confidential Information"). You hereby agree to only use this Confidential Information for the purposes of the Project as permitted in the MSA and these Terms. You further agree to only disclose Confidential Information to Permitted Recipients pursuant to the MSA and only where such Permitted Recipients have a need to know such information for the purposes of the Project and are subject to binding confidentiality requirements applicable to the Confidential Information at least as strict as the confidentiality provisions of the MSA. If you are not aware of the confidentiality provisions and restrictions on use contained in the MSA, you can ask the party through whom you received your Admin ID or you can email us directly at privacy@system-3.com for more information and for clarifications. You further undertake to use commercially reasonable measures to maintain the confidentiality of the Confidential Information and, in any case, measures at least as strict as those you use to protect your own and your employer’s confidential information.
6. Ownership and License
(a) License. The S-3 Solution (including source and object codes) is owned and operated by System-3, its licensors, and third-party service providers. The S-3 Solution is licensed to you, not sold. We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable at System-3’s discretion, limited licence to access and use the S-3 Solution solely for the purposes of the Project and only as expressly permitted in these Terms and the MSA and subject to any additional instruction provided by System-3. If you are not a User, your license does not include access to the Leadership Simulation. If you are not an Admin, your license does not include access to the S-3 Dashboard.
(b) S-3 Content.
“S-3 Content” means all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names, works of authorship, scripts and other information, visual or other digital material, and all other content or any description available through the S-3 Solution, and includes the User Reports and Customer Reports.
The S-3 Content is the sole property of System-3 and/or its licensors and is protected by Canadian and international copyright, trademark, service marks, patents, trade secrets and other proprietary rights and laws. 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 S-3 Content, in whole or in part, for any purpose, including, but not limited to, for the purpose of creating a competing product or service or for resale or distribution. For purposes of clarity, you hereby agree and acknowledge that the above provision prohibits you from taking any screenshots, recording or downloading any content from the S-3 Solution.
Notwithstanding the above, Admins are permitted to: (i) use Customer Reports pursuant to the terms of the applicable MSA, and (ii) use the download function made available by System-3 on the S-3 Dashboard for downloading certain reports, all subject to the confidentiality provisions and limitations on use contained herein and in the MSA.
Each User is hereby permitted to retain a copy of the User Report provided to such User with respect to the results of such User’s participation in the Leadership Simulation in the form provided by System-3. Users are not granted any further rights in the User Report and all of the prohibitions in this Section 6 apply to the User Report retained by the User. If the User wishes to make any use of the User Report other than retaining such User Report for reference, please email us at privacy@system-3.com to request consent, such consent to be withheld or granted at our sole discretion.
We may permit users of the S-3 Solution to provide us feedback or ideas (each a “Submission”). If you choose to make a Submission 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 the following rights to us. If you make a Submission, you thereby grant us, 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, display and exploit the Submission for any purpose (commercial or otherwise) in any manner, without providing any attribution or compensation to you.
8. Disclaimer
THE S-3 SOLUTION IS PROVIDED "AS IS" AND SYSTEM-3 HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, UNDER THESE TERMS, AND SYSTEM-3 SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SYSTEM-3 MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE S-3 SOLUTION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF (INCLUDING ANY CUSTOMER REPORTS OR USER REPORTS), WILL (a) MEET YOURS OR ANY OTHER PERSON'S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (e) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
YOUR USE OF THE S-3 SOLUTION, THE CUSTOMER REPORTS AND THE USER REPORTS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT: THE S-3 CONTENT, THE CUSTOMER REPORTS OR THE USER REPORTS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE S-3 SOLUTION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT YOUR ACCESS TO THE S-3 SOLUTION WILL BE UNINTERRUPTED; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE S-3 SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE S-3 SOLUTION OR THE S-3 CONTENT IS TIMELY, SECURE OR ERROR-FREE.
9. Consent to Creation of Reports & Waiver of Claims
IF YOU ARE A USER, YOU HEREBY ACKNOWLEDGE AND AGREE THAT CERTAIN PERSONAL INFORMATION COLLECTED BY OR PROVIDED TO SYSTEM-3, INCLUDING RESULTS OF YOUR PARTICIPATION IN THE LEADERSHIP SIMULATION AS WELL AS REPORTS AND ANALYSIS REGARDING THE RESULTS OF YOUR PARTICIPATION IN THE LEADERSHIP SIMULATION GENERATED BY SYSTEM-3, WILL BE SHARED BY SYSTEM-3 WITH THE CUSTOMER AND CERTAIN PERMITTED RECIPIENTS VIA CUSTOMER REPORTS AS PART OF THE PROJECT. CUSTOMER REPORTS MAY BE CONSIDERED AS PART OF DECISIONS WITH RESPECT TO INVESTMENT, HUMAN RESOURCES AND OTHER BUSINESS SCENARIOS BY THE CUSTOMER, PERMITTED RECIPIENTS AND OTHER PARTIES PARTICIPATING IN THE PROJECT INCLUDING DECISIONS REGARDING INVESTMENT, HIRING, TERMINATION AND PROMOTION THAT MAY IMPACT YOUR CAREER AND/OR BUSINESS. IN ADDITION, WHILE SYSTEM-3 WILL TAKE COMMERCIALLY REASONABLE MEASURES TO ENSURE THAT CUSTOMER REPORTS ARE ONLY SHARED WITH PARTIES SUBJECT TO APPLICABLE CONFIDENTIALITY REQUIREMENTS, THERE IS A RISK THAT CUSTOMER REPORTS AND/OR THE INFORMATION CONTAINED THEREIN WILL BE DISCLOSED TO OTHER PARTIES.
BY PARTICIPATING IN THE LEADERSHIP SIMULATION, YOU HEREBY FREELY PERMIT SYSTEM-3 TO GENERATE CUSTOMER REPORTS, USING METHODS, TECHNOLOGY AND ANALYSIS DETERMINED BY SYSTEM-3 AT ITS SOLE DISCRETION, BASED ON YOUR PARTICIPATION IN THE LEADERSHIP SIMULATION. YOU FURTHER PERMIT SYSTEM-3 TO SHARE THE CUSTOMER REPORTS AS DESCRIBED ABOVE AND OTHERWISE IN THESE TERMS AND THE PRIVACY POLICY.
BY PARTICIPATING IN THE LEADERSHIP SIMULATION, YOU HEREBY EXPRESSLY WAIVE AND RELEASE SYSTEM-3 FROM ANY AND ALL CLAIMS WHICH YOU HAVE OR MAY HAVE IN THE FUTURE AGAINST SYSTEM-3, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "RELEASEES"), ARISING OUT OF OR ATTRIBUTABLE TO YOUR PARTICIPATION IN THE LEADERSHIP SIMULATION, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE CONTENT OF CUSTOMER REPORTS, THE SHARING OR DISCLOSURE OF CUSTOMER REPORTS TO THIRD PARTIES, AND DECISIONS MADE BY ANY PARTIES BASED ON THE CONTENT OF THE CUSTOMER REPORTS. YOU COVENANT NOT TO MAKE OR BRING ANY CLAIM AGAINST SYSTEM-3 OR ANY OTHER RELEASEE RELATED TO THE FOREGOING AND FOREVER RELEASE AND DISCHARGE SYSTEM-3 AND ALL OTHER RELEASEES FROM LIABILITY UNDER SUCH CLAIMS.
10. Limitation of Liability
(b) Maximum Liability to Users. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF SYSTEM-3 AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS TO ANY USER RESULTING FROM YOUR USE OF THE S-3 SOLUTION INCLUDING YOUR PARTICIPATION IN THE LEADERSHIP SIMULATION, INCLUDING WITHOUT LIMITATION, FROM THE RESULTS OF ANY LEADERSHIP SIMULATIONS OR THE CONTENT OF ANY CUSTOMER REPORTS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE HUNDRED (100) DOLLARS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(c) Maximum Liability to Anyone Other than a User. WITHOUT DEROGATING FROM SECTION 10(b) ABOVE, IN NO EVENT WILL SYSTEM-3, ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE TO ANY ADMIN OR ANY OTHER PERSON (OTHER THAN A USER PURSUANT TO SECTION 10(b) ABOVE) FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE. 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 S-3 SOLUTION.
By accessing the S-3 Solution, you agree to defend, indemnify and hold System-3 and its employees, officers, directors, contractors, representatives and agents harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, in connection with any claim, suit, action, or proceeding arising out of or resulting from your access to or use of the S-3 Solution, including any activities under your Account, or any alleged or actual violation by you of these Terms.
12. IP 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 or any component of the S-3 Solution or the S-3 Content violates those intellectual property rights, you may report your concern by submitting a complaint to privacy@system-3.com.
13. Governing Law and Disputes
These Terms are governed by and will be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any principles of conflicts of law. You agree that any action to enforce these Terms or any claim or cause of action arising out of these Terms may be brought solely 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 and waive any objections and defenses inconsistent with such venue.
14. Severability
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, a court may modify these Terms to effect the original intent of the Terms as closely as possible in order that the agreement contemplated herein be effected as originally contemplated to the greatest extent possible.
15. Assignment
You may not assign your rights and obligations under these Terms. System-3 may assign its rights and obligations under these Terms without your consent.
16. Changes and Survival
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the S-3 Solution (or any part thereof) with or without notice to you, even if you have created an Account. Notwithstanding any other provisions of these Terms, any provision of these Terms that imposes or contemplates continuing rights or obligations on you or us will survive the expiration or termination of these Terms, including, without limitation, the Privacy & Confidentiality, Disclaimer, Consent to Creation of Reports & Waiver of Claims, Limitation of Liability, and Indemnification provisions.
17. Third-Party Websites
The S-3 Solution 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 have any questions regarding these Terms, please contact privacy@system-3.com.
Last updated May 22, 2023.
