Accessing and Using The Sphere
Your company can provide access to The Sphere to an unlimited number of its employees, officers, and directors, including any temporary, contract, contingent, or part-time employees (together, “Authorized Users” and in the singular an “Authorized User”). Each Authorized User will have their own account with a username and password. Each account is for the unique use of a single user, unless expressly agreed with us.
You and your company agree not to allow any person or entity other than an Authorized User to access or use The Sphere. If your company would like to have someone other than an Authorized User access The Sphere, your company must obtain prior written permission from us. If we provide such permission, that person is an Authorized User from the date of our permission. We may require such a user to enter into a separate confidentiality and non-disclosure agreement with us.
Your company will designate an individual for managing Authorized Users and their access (“Administrator”). The Administrator will be responsible for adding new Authorized Users, sending password resets, deactivating users, and performing other system administration duties as needed by Ethisphere. If an Authorized User leaves employment or otherwise no longer qualifies as an Authorized User, the Administrator will deactivate them, terminating access.
Confidentiality and Use of Your Company’s Information
Your Company Information
The Sphere is a reporting platform. This means that, except for the name and email address required to create individual log-in credentials, The Sphere does not collect information from your company. Companies wishing to use The Sphere to benchmark their responses to our Ethics Quotient (“EQ”) questionnaire against those of other companies have provided their EQ responses through a separate mechanism. We will continue to protect and use the responses pursuant to the terms or agreement under which they were collected.
Your Personal Information
Uses, Rights, and Licenses
License for Access to Technology Platform
Ownership and Use of Content Produced by The Sphere
Overview of Types of Content. The Sphere delivers two-types of content: (i) downloadable data slides, reports, resources, and other materials containing data or information created by or for Ethisphere (“Ethisphere Created Materials”) and (ii) materials provided by members of our Business Ethics Alliance (“BELA”) community to share with other members of that community (“BELA Member Contributed Resources”).
Below we describe who owns the rights in the content and how you and our company can use it.
Ethisphere Intellectual Property. We own and will retain ownership in all rights, title, and interests in and to “Ethisphere Intellectual Property”. Ethisphere Intellectual Property means all intellectual property and proprietary rights in technology, information, methodologies, marks, thoughts, tools, surveys, questionnaires, strategies, templates, data, metrics, analysis, evaluations, reports, recommendations, guides, resources, and other materials developed by or for Ethisphere.
For example, you may create slides with benchmarking data from our proprietary database and download them into a report. The benchmarking data in the slides is Ethisphere Intellectual Property and belongs to us. Similarly, if we draft a white paper or other analysis that you download from The Sphere, we own the rights in the content we created.
To the extent the Ethisphere Created Materials cite to or provide links to any materials created by or for another person or entity (for example, quoting regulatory guidance), we do not own the rights in such materials. We hereby represent and warrant that we have the right to use and share such materials and will provide attributions to the authors or sources as needed.
Your Rights to Use Ethisphere Intellectual Property. Except as explained below, when we deliver the Ethisphere Created Materials, your company owns them. Your company does not own our Ethisphere Intellectual Property contained in them, however. We have and retain all ownership rights to the Ethisphere Intellectual Property contained in them. For example, if you download a report containing our benchmark data, your company owns the report, but we still own the benchmark data in the report. You and your company can use the Ethisphere Intellectual Property in the report as described below.
To be clear, you or your company cannot copy or otherwise make available to any third party or otherwise use Ethisphere Intellectual Property in any way other than for the Authorized Uses without our express prior written consent. You and your company cannot remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Ethisphere Created Materials. While you and your company may use the Ethisphere Intellectual Property in materials you or your company create for your company’s internal use, these materials must identify the Ethisphere Intellectual Property as belonging to us.
Note that to the extent the Ethisphere Created Materials contain quotations or links containing someone else’s content (for example regulatory guidance), you and your company must comply with any applicable copyright and other intellectual property laws in using such materials.
Your Rights to Use BELA Member Intellectual Property. BELA member companies provide BELA Member Contributed Resources to Ethisphere for the purpose of sharing them with the BELA community. If your company is not a member of the BELA community, these materials will not be available to you.
To the extent BELA Member Contributed Resources are furnished to you or your company, we represent and warrant that the BELA member company sharing the materials has given us permission to share them with you and your company. We share the BELA Member Contributed Resources with you and your company on an as-is basis. That is, we get them from the BELA Member Company and share them directly with you. We do not alter them nor vouch for their accuracy or content.
Keep in mind that the BELA member company sharing BELA Member Contributed Resources has and retains all its intellectual property and proprietary rights in them and their content. You and your company can use the BELA Member Contributed Resources consistent with copyright and other applicable intellectual property laws.
Interference with Services
You and your company will not interfere or permit interference with The Sphere, or other users’ use thereof, for example by uploading or propagating any virus or other destructive material, trying to gain unauthorized access to or use of any service, data, account, or network, or engaging in destructive or nuisance activity.
Limitations of Liability
Not legal Advice
You and your company agree that the reports, resources, and any other output or information provided through The Sphere do not constitute legal advice.
Ethisphere Is Not Responsible for Your Company’s Actions
YOU AND YOUR COMPANY ARE RESPONSIBLE FOR DECISIONS OR ACTIONS TAKEN BASED ON THE INFORMATION PROVIDED THROUGH THE SPHERE AS WELL AS THE EFFECTIVENESS OF SUCH ACTIONS. THE SPHERE IS INTENDED TO SUPPORT YOUR COMPANY’S EFFORTS IN THE PRIORITIZATION OF RISK AND DEVELOPMENT AND FOCUS OF COMPLIANCE AND ETHICS PROGRAM EFFORTS. WE MAKE NO WARRANTIES AND EXPLICITLY DISCLAIM AND DO NOT REPRESENT THAT USING THE SPHERE OR ANY REPORTS OR INFORMATION FROM THE SPHERE (i) WILL DETECT OR PREVENT MISCONDUCT FROM OCCURRING, (ii) WILL REDUCE OPERATIONAL OR LEGAL RISK OF A VIOLATION OF THE LAW OR YOUR COMPANY’S POLICIES, OR (iii) THAT THE RESULTING COMPLIANCE AND ETHICS PROGRAM WILL MEET THE CRITERIA OF “AN EFFECTIVE COMPLIANCE AND ETHICS PROGRAM” AS DEFINED UNDER FEDERAL SENTENCING GUIDELINES (FSGO, §8B2.1) OR SIMILAR STANDARDS OR GUIDENCE.
WE ASSUME NO RISK OR LIABILITY FOR HOW YOU OR YOUR COMPANY USES THE ANALYSIS, DATA, RECOMMENDATIONS, ADVICE, REPORTS, RESOURCES, OR OTHER INFORMATION PROVIDED THROUGH THE SPHERE. BY USING THE SPHERE, YOU AND YOUR COMPANY AGREE THAT UNDER NO CIRCUMSTANCE ARE WE LIABLE FOR ANY DAMAGES OR CLAIMS ARISING OUT OF YOUR COMPANY’S DECISIONS OR ACTIONS TAKEN OR NOT TAKEN OR FOR THE EFFECTIVENESS OF THE IMPLEMENTATION OF ANY ACTIONS TAKEN.
General Limitation of Liability
YOU AND YOUR COMPANY AGREE THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO YOUR OR ITS USE OF THE SPHERE.
IN NO EVENT SHALL ETHISPHERE’S LIABILITY FOR DAMAGES OR INJURIES EXCEED FIVE TIMES THE FEES PAYED BY YOUR COMPANY FOR ACCESS TO THE SPHERE.