Effective date: December 6, 2022
These standard terms apply to all AgileBrain users and customers.
The AgileBrain Terms of Service (“Agreement”) is entered into between Leading Indicator Systems, Inc. dba AgileBrain (“AgileBrain”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”).
This Agreement includes the terms below and any Orders. If accessing on behalf of a company, you represent authorization to accept. The Effective Date is the earlier of initial access or first Order effective date. This Agreement governs the initial purchase and future purchases referencing it. AgileBrain may modify this Agreement per Section 19. By accepting or using the Service, you agree to be bound by these terms and conditions. This Agreement is legally binding.
AgileBrain provides emotional/motivational assessment services using image-based assessments with focusing prompts. Users and Customers directing clients maintain sole control over invitation timing, prompt selection, result interpretation, and resulting actions.
During the Subscription Term, Customer may access and use the Service only for internal business or personal purposes per Documentation and this Agreement, including usage limits in Orders.
Anyone accessing the Service is a User subject to these terms. Users may access the public AgileBrain site for self-assessments. Results may be saved and shared. Client Users access the non-public site; results are automatically shared with the referring Customer.
Customer is responsible for employee and contractor (“Customer Users”) compliance. Each Customer User must keep login credentials confidential. Sharing credentials is prohibited. Customer must notify AgileBrain of credential compromise.
AgileBrain uses assessment results and account information per its Privacy Policy.
You control who receives assessment results. You understand results may be sensitive. AgileBrain has no liability for how others access or use results based on your sharing decision.
The Service is not intended for anyone under 16. By accessing, User attests to being 16+. Customer and Customer Users are responsible for ensuring all Client Users are 16+.
Customer will not: (a) provide access, distribute, sell or sublicense the Service to third parties; (b) use the Service on behalf of or to provide products/services to third parties; (c) use the Service to develop competing products/services; (d) scrape, data mine, reverse engineer, decompile, disassemble or access source code; (e) modify or create derivative works or copy Service elements; (f) remove or obscure proprietary notices; (g) publish benchmarks or performance information; (h) interfere with Service operation or circumvent access restrictions; (i) transmit viruses or harmful materials; (j) allow Customer Users to share seats; (k) engage in fraudulent, misleading, illegal or unethical activities; (l) use the Service for material containing illegal content.
Customer grants AgileBrain a non-exclusive, worldwide right to use, copy, store, transmit and display Client User assessment results. AgileBrain may modify and create derivative works (for reformatting/technical purposes) only as necessary to provide the Service, Support, and Technical Services, plus research purposes in aggregate, non-personally identifiable form.
AgileBrain uses reasonable technical and organizational measures to protect the Service and Customer Content per its Security Policy.
During the Subscription Term, Customer may print/download assessment results. After the Term, AgileBrain may delete Customer Content per its standard schedule. Post-Term access requests are charged at $25 per assessment result.
Customer is responsible for Service use including Client Users and results. Customer agrees to comply with Laws. Customer represents and warrants having made all disclosures and possessing all rights, consents and permissions necessary to use Client User results.
Customer must not use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges the Service is not intended to meet legal obligations for these uses (including HIPAA requirements) and AgileBrain is not a Business Associate under HIPAA.
AgileBrain may suspend access if breaches occur under age requirements, Restrictions, or Customer Obligations sections; if an account is 10+ days overdue; or if actions risk harm to customers or Service security/availability/integrity. AgileBrain will provide prior notice where practicable.
AgileBrain warrants that: (a) the Service performs materially as described in Documentation and AgileBrain won’t materially decrease overall Service functionality during the Subscription Term; and (b) AgileBrain performs Technical Services in a professional and workmanlike manner.
Except as expressly provided in the Limited Warranty section, the Service, Support, Technical Services and all related AgileBrain services are provided “AS IS”. AgileBrain and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including merchantability, fitness for a particular purpose, title or noninfringement. AgileBrain does not warrant uninterrupted or error-free use, or that the Service will meet your requirements.
The Agreement starts on the Effective Date and continues until 90 days after all Subscription Terms expire or are terminated. Either party may terminate for cause if the other party fails to cure a material breach within 30 days of notice, ceases operation without a successor, or seeks bankruptcy protection. Either party may terminate for convenience with 90 days’ notice.
Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility in advance.
Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to AgileBrain during the prior 12 months under this Agreement.
AgileBrain defends Customer from third-party claims alleging the Service, when used as authorized, infringes a patent, copyright, trademark or trade secret. Customer defends AgileBrain from third-party claims resulting from Customer Content, Customer Materials, or Customer’s breach of Customer Obligations.
“Confidential Information” means information disclosed under this Agreement designated by the disclosing party as proprietary or confidential or that should reasonably be understood as such. Each receiving party will hold Confidential Information in confidence and not disclose it to third parties except as permitted, and will use it only to fulfill obligations or exercise rights under this Agreement.
This Agreement is governed by the laws of the Commonwealth of Massachusetts and the United States without regard to conflicts of law provisions. Jurisdiction and venue for related actions shall be in Boston, MA state and federal courts. This Agreement (including Orders, Policies and DPA) constitutes the entire agreement regarding its subject matter and supersedes all prior or contemporaneous agreements.
Leading Indicator Systems, Inc. dba AgileBrain
1 Franklin Street, Suite 2508
Boston, MA 02110
legal@agilebrain.com
AgileBrain® is a registered service mark of Leading Indicator Systems, Inc.