Social Fingerprint® Terms of Service

Updated: January 2017

Terms of Service for Social Fingerprint® (these “Terms”) solely concern your use of (including any access to) the Social Fingerprint portal (such website, together with any materials, content and services made available by such website, and successor site(s) thereto, collectively, the “Platform”), and these Terms are a part of, and are incorporated by reference into, the terms and conditions of the Agreement. Capitalized terms used but not otherwise defined in these Terms will have the meaning given to such terms in the Agreement. In the event of any irreconcilable conflict between these Terms and the Agreement with respect to the Platform, these Terms will govern to the extent of such conflict, and solely with respect to the Platform.

1. The Platform. YOU ACKNOWLEDGE AND AGREE THAT ANY “SCORE” OR OTHER ASSESSMENT MADE AVAILABLE IN CONNECTION WITH THE PLATFORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS THE BASIS FOR ANY DECISION OR ACTION. SAI DOES NOT GUARANTEE ANY RESULTS IN CONNECTION WITH ANY USE OF, OR INFORMATION, DATA OR MATERIALS PROVIDED ON OR THROUGH, THE PLATFORM, INCLUDING IN CONNECTION WITH THE RESULTS OF ANY AUDIT. SAI IS NOT AN AUDITOR AND DOES NOT PROVIDE ANY AUDIT SERVICES. SAI HAS NO OBLIGATION TO (A) REVIEW, OR OTHERWISE TAKE ANY ACTION WITH RESPECT TO, ANY INFORMATION, DATA OR MATERIALS THAT YOU MAY PROVIDE IN CONNECTION WITH THE PLATFORM OR (B) PROVIDE ADVICE IN CONNECTION WITH THE PLATFORM.

2. Confidential Information. For purposes of these Terms, “Confidential Information” means, (a) with respect to SAI, all non-public information, data and materials disclosed to you by or on behalf of SAI in connection with the Platform (i) under circumstances that would indicate to a reasonable person that such information, data or materials are confidential or proprietary and/or (ii) that are marked “confidential” or “proprietary”; and (b) with respect to you, (i) any “score” or other assessment generated by the Platform with respect to you and/or (ii) all non-public information, data and materials disclosed by you to SAI in connection with the Platform (including in connection with any Platform questionnaire, evaluation or other assessment) regarding employment practices, workplace conditions and/or management practices. Without limiting the foregoing, SAI’s Confidential Information includes (x) Downloads (as defined below), (y) the non-public format and content of our questionnaires, evaluations, assessments, and other products, materials and services made available by the Platform and (z) any Platform content that can only be accessed by a user after entering Access Credentials

If either you or SAI (either, “Discloser”) disclose, respectively, your or its Confidential Information to the other party (“Recipient”) in connection with the Platform, Recipient will: (a) hold Discloser’s Confidential Information in confidence with at least the same degree of care that Recipient uses to protect Recipient’s own confidential and proprietary information of similar nature and importance (but in no event less than a reasonable degree of care); (b) use Discloser’s Confidential Information only to perform, or receive, as applicable, services in connection with the Platform in accordance with the Agreement, or to exercise Recipient’s rights under these Terms and the Agreement; (c) reproduce Discloser’s Confidential Information only as reasonably required to perform, or receive, as applicable, services in connection with the Platform in accordance with the Agreement, or to exercise Recipient’s rights under these Terms and the Agreement; and (e) except as otherwise expressly set forth in these Terms, not disclose or otherwise make available to any third party, directly or indirectly, any of Discloser’s Confidential Information without Discloser’s prior written approval, provided that SAI may disclose your Submissions in connection with the Platform (i) to third parties designated by you, including, as applicable, any such third party that is a sponsoring company, an auditor or a certification body and (ii) to SAI’s contractors, service providers and vendors providing services to SAI in connection with the Platform, who are bound by duties of confidentiality comparable to those set forth in these Terms.

Notwithstanding the foregoing, (a) the obligations set forth above shall not apply with respect to any of Discloser’s Confidential Information to the extent such Confidential Information (i) is or has become generally publicly known or available other than by any act or omission of Recipient, (ii) was rightfully known by Recipient prior to the time of first disclosure to Recipient by Discloser, (iii) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Discloser or (iv) is independently developed by Recipient without use of, reliance upon or reference to any Confidential Information of Discloser; and (b) Recipient may use or disclose Discloser's Confidential Information (i) to the extent approved in writing in advance by Discloser, (ii) to the extent Recipient is legally compelled to disclose such Confidential Information, provided that prior to any such compelled disclosure, Recipient shall give Discloser reasonable advance written notice under the circumstances of such anticipated disclosure [and shall reasonably cooperate with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information, or (iii) in confidence, to Recipient’s [legal counsel, auditors, accountants and other professional advisors,] who are bound by duties of confidentiality comparable to those set forth in these Terms.

Notwithstanding anything to the contrary in the Agreement, the obligations of this Section 2 of these Terms shall survive [for a period of three (3) years from the date that Recipient last received Discloser’s Confidential Information in connection with the Platform, notwithstanding] any expiration or termination of the Agreement.

3. Access to Information. Without limiting anything set forth in the Agreement (including Sections 4 and 7 of the Agreement), you acknowledge and agree that a User that enters Access Credentials in connection with the Platform is permitted to access only certain information, data and materials through the Platform, and therefore you will only use your own Access Credentials in connection with the Platform and will not seek access to any information, data or materials through the Platform other than any information, data or materials made available to you in accordance with the Platform functionality that we make available to you.

4. License. You hereby grant to us a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable and fully sub licensable (through multiple tiers) license, without additional consideration to you or any third party, to include your Organization name [(and any logo(s) that you may provide in connection therewith)] on or in connection with the Site (including any registry) [and otherwise use your name [(and such logo(s))] for promotional purposes].

5. Your Limited Rights to Downloads. Subject to your compliance with the Agreement, and solely for so long as you are permitted by SAI to use the Platform and in accordance with the Platform functionality that we make available to you, you may download a limited number of copies of any content or other materials during any period when made available to you for download through the Platform (such content, “Downloads”) solely in connection with your use of the Platform and the services provided thereby, and solely for your internal business use.

6. Social Accountability International, Inc.’s trade names, trademarks and service marks include SOCIAL ACCOUNTABILITY INTERNATIONAL®, SAI, SA8000®, SOCIAL FINGERPRINT®, and any associated logos.  You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in this agreement should be construed as granting any right to use any trade names, trademarks, service marks or logos, or any other intellectual property, without the express prior written consent of the owner. Notwithstanding anything to the contrary in this Agreement, we shall own all aggregated data in connection with this agreement (including as derived from Submissions) and nothing in this Agreement shall prohibit us from using such aggregated data for any purpose; provided, that such use of aggregated data will not reveal the identity, whether directly or indirectly, of any individual or specific data submitted.