User Agreement

PROFILE SERVICES USER AGREEMENT

AGREEMENT
1. This records the contractual agreement ("The Agreement") between Vortex Technology Services Limited ("VortexDNA") ("we", "us", "our"), and you the user ("you", "your") for you to use our profile services ("profile services") on www.vortexdna.com ("our website") or through any other website or application that uses the VortexDNA technology ("technology") that you have permission to access.
2. We also provide other services, such as VortexDNA Business Partner ("Business Partner") and VortexDNA Matchmaker ("Matchmaker") that use our technology. The conditions upon which these and other services are provided are found in separate agreements with us.
3. This agreement enables you to create a VortexDNA profile ("profile") and to access and share information that is relevant to you based upon your profile. These services are provided to you through your VortexDNA account ("account") and by other applications using your VortexDNA profile.
DEFINITIONS
1. Profile services: Services we provide to individuals and groups (including but not limited to organizations, corporations and community groups) that enable them to create and maintain a DNA profile based on VortexDNA Technology.
2. DNA Profile: The identity of an individual or group user calculated through use of the VortexDNA Technology that results in a VortexDNA Rating and sub-ratings.
3. VortexDNA Account: An account allowing an individual or group user to use VortexDNA Services including Profile Services.
4. Organization account: An account allowing an organization to use VortexDNA Services including Profile Services.
5. VortexDNA rating: A percentage score based on the data collected from an individual or group user by means of the VortexDNA Technology and which quantifies the identity of the user and the extent to which the individual or user group is functioning effectively as a complex system.
SIGNING UP FOR A PROFILE
1. You can sign up for a profile from our website, or from other websites or applications using our technology. You can use your profile either through our website or in any application or service using our technology that you have permission to access. You can tell which services these are as they will have our logo next to them. We call these services "VortexDNA Enabled" ("VortexDNA Enabled") because they use our technology. Other applications and websites may charge you for the services they offer you which use VortexDNA.
DATA
1. If you have a personal profile, we do not share your purpose and values with anyone. They remain strictly yours and we shall use reasonable care and discretion to prevent disclosure, publication or dissemination of your personal purpose and values. We also do not share your email address with anyone who does not already know it.
2. We cannot be responsible for dissemination of material contained in your personal profile by others or by you and you agree that the information that you provide to us is accurate and truthful.
3. We may have to share information with law enforcement agencies or courts and would give you notice if that was requested.
4. Apart from your purpose and values you agree that we can share the other details of your VortexDNA Rating. We may collect, hold, control, use and transmit data obtained from and about you and in the course of providing the Profile Services and the website. You hereby agree to such data being so used and further agree that it may be transmitted to others in accordance with the objectives of this Agreement. However, we do not collect information concerning your browser history or purchase patterns, or any other activity you undertake.
5. By submitting your material you consent to the use of that information as set out in this Agreement.
6. If you have an organisational profile, you agree that we can share details of your profile including your purpose and values.
YOUR ACCOUNT
1. You can close your account with us at any time. Simply email us at close@VortexDNA.com.
2. We reserve the right to close your account at any time without the need to provide any reason for the closure.
YOUR RELATIONSHIP WITH US
1. We own our technology including our intellectual property such as trademarks and any patents and patent applications connected to our technology and all codified and non codified intellectual property rights.
2. We assert copyright in all original expressions of data or data format generated as a result of your use of MyWebDNA.
3. This agreement is the basis of our relationship with you. We may change the conditions of this agreement from time to time. The latest changes are always posted on our website. By continuing to use our technology you agree to these changes.
4. Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute a partnership, association, joint venture or agency.
LIABILITY
1. We accept and you agree that we have no liability in contract or tort or any other cause of action in connection with any consequences with regard to your use of our services.
2. In no event will we be liable to you for any indirect, incidental or consequential damages, or loss of profit arising out of the Profile Services or any products provided under this Agreement.
3. We are providing the VortexDNA website and Profiling Services on an 'as is' basis and make no representations or warranties of any kind with respect to this site and/or services or its contents and disclaims all such representations and warranties. In addition, we make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in this site. The information contained in this site may contain technical inaccuracies or typographical errors. All liability of howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
INDEMNITY
1. We accept no liability for any action brought by any third party against you as a consequence of your use of our services and you agree to indemnify and hold us and our directors, officers, agents, employees and professional advisers (together "our Affiliates") harmless from and against any losses, claims, demands, damages or liabilities of any kind relating to or arising out of using our technology or any transaction connected with its use.
2. You are responsible for the accuracy and content of the material you provide to us and accept full responsibility for any actions that may be directed at us consequential to the use of any material including MyWebDNA.
3. You agree to use the your account in a manner consistent with any and all applicable laws and regulations.
NO WARRANTY
1. We provide and you require no warranties either express or implied as to the success or effectiveness of you using the Profiling Services.
DISPUTES
1. If there is a dispute between you and us we will meet and discuss it in good faith. If we fail to resolve the dispute within 5 working days you may or we may (by written notice to the other party) require that the dispute be submitted for mediation by a single mediator nominated by the President for the time being of the New Zealand Law Society. In the event of any such submission to mediation:
  (a) the mediator will be deemed not to be acting as an expert or an arbitrator;
  (b) the mediator will determine the procedure and timetable for the mediation.
  The cost of the mediation will be shared equally between you and us.
2. If the dispute has not been resolved within 10 working days of the mediator being appointed we may or you may refer the dispute to arbitration in accordance with the Arbitration Act 1996 (excluding clauses 4 and 5 of the Second Schedule of that Act). The arbitration shall be conducted by one arbitrator agreed on by you and us, or, failing agreement, one arbitrator to be appointed by the President for the time being of the New Zealand Law Society. We agree and you agree to be bound by the award of the arbitrator. Pending final settlement of any dispute, we shall and you shall continue to perform our respective obligations under this agreement so far as possible as if no dispute had arisen.
3. Nothing in paragraphs 10.1 and 10.2 shall preclude you or us from taking immediate steps to seek equitable relief before a New Zealand Court prior to the award of an arbitrator being given.
FORCE MAJEURE
1. We shall not be deemed to be in breach of this agreement or otherwise liable to the other party for an delay in performance or any non-performance of any obligations under this agreement due to any event or circumstance beyond our control.
JURISDICTION
1. This agreement is governed by New Zealand law and the courts of New Zealand shall have non exclusive jurisdiction in any proceedings relating to it.
2. If any provision of this agreement, or part thereof, is rendered void, illegal or unenforceable by any legislation or law to which it is subject, it will be rendered void, illegal or unenforceable to that extent and no further.
GENERAL
1. This agreement comprises the entire agreement between the parties in relation to the matters dealt with in it; it supersedes any previous agreements and negotiations between them relating to provision of the services, and no other terms and conditions, express or implied, shall form part of this agreement.
CONFIRMATION
1. By signing up for a VortexDNA account you signal your acceptance of the terms of this Profile Services User Agreement.

Last updated: 9th February 2007.

VORTEXDNA TECHNOLOGY SERVICES LIMITED
Trading as VortexDNA

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