1. Overview

(a) Equilibria Parties

References in these General Terms and Conditions of Use ("Terms and Conditions") to "Equilibria", "us" or "we" are to Equilibria Services Pte. Ltd., a Singapore company with its registered address at 7500A Beach Road, #13-324 The Plaza, Singapore 199591, Equilibria USA, Ltd., a Texas limited partnership with its registered office at 8240 No. Mopac Expressway, Suite 130, Austin, Texas 78759, U.S.A., and their respective affiliates, and references to the "Equilibria Group" are to Equilibria and E-Colors In Education, Inc., a Texas non-profit corporation and IRS-registered public charity with its registered office at 8240 No. Mopac Expressway, Suite 130, Austin, Texas 78759, U.S.A., with which Equilibria has certain licensing and related arrangements. References in these Terms and Conditions to “you”, “participant” and “user” are to each person other than Equilibria to whom these Terms and Conditions apply as described in paragraph 1(b), “Legally Binding Agreement", below.

(b) Legally Binding Agreement

These Terms and Conditions set out the legally binding agreement between Equilibria and each user of the www.equilibria.com website (our "Website") such as for the purpose of completing and receiving the results of the Personality Diversity Indicator (the “PDI”) or Junior Personality Diversity Indicator (“JPDI”), or participating in an online webinar, course or workshop. These Terms and Conditions also apply to each user of any Equilibria services or materials who orders or gains access to them through our Website, except to the extent superseded by another agreement between Equilibria and the user.

(c) Acceptance of These Terms and Conditions

By using our Website, you indicate your acceptance of these Terms and Conditions. If you do not agree to these Terms and Conditions, please do not use our Website. Your continued use of our Website, following the posting of updates to these Terms and Conditions as described in paragraph 12(a), “Changes to These Terms and Conditions”, below, will be deemed to be your acceptance of these Terms and Conditions as updated.

(d) Equilibria’s Information

As part of the PDI process and during webinars, courses and workshops and potentially thereafter Equilibria will deliver to users certain knowledge and information, developed or owned by Equilibria or one or more of its affiliates, contractors, clients or representatives, which may be in tangible or intangible form and written, drawn, printed, kept on computer or other digital format, or in any other form, and which is proprietary information (“Equilibria’s Information”).

(e) Acknowledgement and Agreement

You acknowledge that Equilibria’s Information was developed by Equilibria at great expense, and that Equilibria would suffer great loss and irreparable damage if Participant should directly or indirectly appropriate any of Equilibria’s Information. As a condition to using our Website and receiving any of Equilibria’s Information, you agree to be bound by these Terms and Conditions.

 

2. Equilibria Privacy Policy

These Terms and Conditions incorporate Equilibria's privacy policy, available at http://equilibria.com/privacy-policy/ , which apply and form a part of these Terms and Conditions to the same extent as if set out herein.

 

3. Intellectual Property Rights

(a) Copyright

You should assume that all content on our Website is protected by copyright except where otherwise indicated and may be used only as provided in these Terms and Conditions.  Text and images are either Equilibria's property or are used by Equilibria with permission.  You may not directly or indirectly use any such text or images unless specifically permitted to do so under these Terms and Conditions.  Any unauthorized use of such test or images may be in violation of copyright, trademark, publicity and/ or privacy laws.

(b) Trademarks

Trademarks, logos and service marks ("Trademarks") displayed on our Website are either Equilibria's or third parties' property.  You may not directly or indirectly use any Trademarks without the prior written consent of Equilibria or the third party owner, as applicable.  The Trademarks Equilibria™, E-Colors™, Personal Intervention™, 8 Essentials™, Intentionality Suite™, E-CHP™ and Observation System™ and all others used on our Website are the property of Equilibria or third parties.

(c) Information Rights

Nothing in these Terms and Conditions grants or implies any right or license with respect to any of data or information on our Website.  You agree that all right, title and interest in and to such data and other information belong to Equilibria or a third party, and that nothing in these Terms and Conditions or any other agreement or your use of our Website or any Equilibria services or materials will cause you to acquire any ownership, license or other right of any kind in any of Equilibria's Information.

 

4. Links to Other Websites

Any links to other websites contained in our Website are provided solely as a convenience to you, and Equilibria does not endorse the contents of any such website and may terminate any such link at any time. Such websites are not under Equilibria’s control, and Equilibria is not responsible for their contents. You access such websites entirely at your own risk.

 

5. User Conduct

(a) Duplication or Tampering

You agree that you will not, directly or indirectly, unless expressly authorized in writing by Equilibria in each instance, (1) distribute, use or make copies of, or otherwise duplicate any materials contained on our Website, except as expressly permitted under these Terms and Conditions; (2) make our Website or any text, images, other materials or services available on or accessible through our Website, available to any third party; (3) sell, loan, rent, lease, license, sublicense, distribute, transmit or share in any manner our Website or any portion thereof, except that you may create hyperlinks or otherwise share the URL to any page of our Website or any portion thereof; (4) frame or mirror the text, images, other materials or services available on or accessible through our Website on any other server or Internet-based equipment; (5) cause or permit the reverse engineering, disassembly, decompilation of, or any other attempt to derive any software comprising or available through our Website, except as permitted by law; (6) remove, alter or amend or otherwise tamper with any titles, Trademarks, copyright, restricted rights notices or other proprietary rights legend, or any license agreement, included or provided with our Website.

(b) Unauthorized Access or Transmission

You agree not to use our Website (1) to harvest, collect, gather or assemble any materials of any kind except for internal, non-commercial use; (2) to harvest, collect, gather or assemble information or data regarding other users, including email addresses without their consent; (3) to transmit or post any material or information which is unlawful, abusive, harassing, tortuous, defamatory, threatening, harmful, abusive, invasive of another’s privacy, vulgar, obscene or otherwise objectionable; (4) to transmit any material that may infringe the intellectual property rights or the rights of third parties; (5) to transmit any material that contains software viruses or other harmful or malicious computer code, files or programs; (6) to interfere with or disrupt servers or networks connected to our Website or violate the regulations, policies or procedures of any such network; (7) to attempt to gain unauthorized access to our Website, other accounts, computer systems or networks connected to our Website, through password mining or any other means; or (8) to harass or interfere with another user’s use and enjoyment of our Website or any other website or network.

 

6. Age Restriction

Only individuals who are at least thirteen (13) years of age may use any portion of our Website that requires the user to provide any personal identification information. Your provision of any personal identification information onto our Website constitutes your representation and warranty to the Equilibria Group that you are at least thirteen (13) years of age.

 

7. Specific Terms and Conditions for Certain Uses

(a) PDI and JPDI

(i) Permitted Use

You agree to use the PDI and/or JPDI only as a diagnostic tool to discover your own E-Color combination. You also agree not to use the PDI and/ or JPDI as part of a coaching program of any party other than Equilibria or its contractors or permitted customers without the prior written consent of Equilibria in each instance, or as an evaluation tool to determine a person’s suitability for employment, promotion or retention.

(ii) Prohibition on Certain Uses

You confirm that use of the PDI and/ or JPDI and any subsequent reports for any professional or commercial use or gain is prohibited without prior written approval of Equilibria in each instance.

(iii) PDI Age Restriction

Only individuals who are at least thirteen (13) years of age may complete the PDI and use the results thereof; all others may take the JPDI. Your beginning to answer the questions in the PDI constitutes your representation and warranty to the Equilibria Group that you are at least thirteen (13) years of age.

(b ) Online Webinars, Courses and Workshops

(i) Permitted Use

If you participate in an online webinar, course or workshop in any manner, you agree to use the information and know-how that you acquire from it only for your own personal development purposes, and you agree not to provide any such information or know-how in a coaching or educational context or otherwise for any commercial purpose without the prior written consent of Equilibria in each instance.

(ii) Prohibition on Certain Uses

You confirm that use of such information and/ or know-how for any professional or commercial use of gain is prohibited without prior written approval of Equilibria in each instance.

 

8. Disclaimers

(a) Materials, Information and Services

ALL MATERIALS, INFORMATION AND SERVICES INCLUDED IN OR AVAILABLE THROUGH OUR WEBSITE OR OTHERWISE SUPPLIED BY EQUILIBRIA ARE PROVIDED "AS IS". EQUILIBRIA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

(b) Website

EXCEPT AS MAY OTHERWISE BE PROVIDED BY LAW, EQUILIBRIA DOES NOT WARRANT THAT THE CONTENT OF OUR WEBSITE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR WEBSITE WILL BE AVAILABLE AT ANY GIVEN TIME OR PHYSICAL LOCATION; THAT ANY PARTICULAR DEFECT OR ERROR WILL BE CORRECTED WITHIN ANY GIVEN TIME OR AT ALL; OR THAT THE CONTENT OF OUR WEBSITE IS FREE OF VIRUSES OR ANY OTHER HARMFUL SOFTWARE. YOUR USE OF OUR WEBSITE IS SOLELY AT YOUR OWN RISK.

 

9. Limitation of Liability

TO THE GREATEST EXTENT PERMITTED BY LAW, NEITHER EQUILIBRIA NOR ANY OF ITS CONTRACTORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS RESULTING FROM THE USE OF OR INABILITY TO USE OUR WEBSITE OR ANY EQUILIBRIA SERVICES OR MATERIALS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER GROUND, AND EVEN IF EQUILIBRIA WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

 

10. Indemnity

You hereby indemnify and hold harmless Equilibria from and against any and all loss or damage suffered or incurred due to any breach by you of any of your obligations under these Terms and Conditions. Damages shall include any and all costs, expenses and attorney’s fees incurred by Equilibria, on a full indemnity basis and as incurred, in the enforcement of these Terms and Conditions.


11. Enforcement

You acknowledge that the restrictions provided for in these Terms and Conditions are reasonable and that Equilibria has relied upon them in making our Website, the PDI, JPDI and online webinars, courses and workshops available to you. If you directly or indirectly attempt to use any information or know-how obtained from them in violation of these Terms and Conditions, Equilibria shall have the right, in addition to such other remedies which may be available to it, to the remedy of injunction, specific performance or other equitable relief enjoining or otherwise prohibiting such acts or attempts, it being acknowledged that legal remedies are inadequate.

 

12. Miscellaneous

(a) Changes To These Terms and Condition

Equilibria may update these Terms and Conditions at any time. After each update we will revise the date at the end of this document. We encourage users to frequently check these Terms and Conditions for updates to them. You acknowledge and agree that it is your responsibility to review these Terms and Conditions periodically and make yourself aware of any and all updates to them.

(b) Successors and Assigns

These Terms and Conditions is binding upon the Parties and their respective successors and assigns; provided, however, that (a) neither Party may assign or delegate any of its rights or obligations hereunder, and (b) Equilibria may assign and/or delegate all or any of its rights of obligations hereunder to any entity that acquires substantially all of its assets or shares.

(c) Invalidity

If any portion of these Terms and Conditions is found to be invalid or unenforceable for any reason, it is agreed that the invalidity or unenforceability shall not affect or invalidate any other portions of these Terms and Conditions. Any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.

(d) Waiver

No waiver of any default or breach of any agreement or provision herein contained shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein contained.

(e) Entire Agreement

Except as specifically provided herein, these Terms and Conditions constitute the entire agreement between you and Equilibria and supersede any and all previous agreements and understandings with respect to the subject matter hereof.

(f) Notices

All notices sent pursuant to these Terms and Conditions shall be in writing and be sent by email to legal@equilibria.com, in the case of us, and to the address specified in the relevant PDI, JPDI or online webinar, course or workshop registration process, in the case of you, or to such other address which either we or you may give to you or us, respectively, at least three (3) days’ prior written notice from time to time. Notice will be deemed to have been received one the day posting to the correct email address.

(g) Headings

Clause, section, paragraph or provision headings contained in there Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions.

(h) References

Any reference to any statute or legislation shall, unless otherwise indicated, be a reference to the statute or legislation of Singapore and includes any statutory modification or re-enactment thereof.

(i) Singular and Plural

Words importing the singular include the plural and vice versa.

(j) Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed under the laws of Singapore. A person who is not a party to the contract subject to these Terms and Conditions shall not have any right to enforce any provision of such contact under the Contracts (Rights of Third Parties) Act (Cap. 53B). You submit to the non-exclusive jurisdiction of the courts of Singapore for any claim or action arising out of or relating to such contract, these Terms and Conditions and/ or your use of our Website or purchase or use of Equilibria services or materials.

 

This document was last updated on 11  May 2020.