Kodo People Terms and Conditions

Last update: 2022/04/17

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Who We Are

Kodo People, by Behave4 Management Consulting S.L. (“Behave4”, “we,” “our,” or “us”), is a cloud-based SaaS platform that provides our Clients with Talent Management software and other products.

Who is a Client?

“Clients” (or “you”) are any users that have submitted an Order (as defined below) or are otherwise permitted by Behave4 to use our Software including as a Client or prospective client (e.g. free-trial), whether you have discovered Kodo People by:

Signing up via our website (e.g. free-trial or other Software); or
working with either: (a) our direct sales team; or (b) a Partner, who is reselling our Software.

How did you come to Kodo People?

Our Clients can be companies or individuals using our Software. In both cases, the Client determines the purposes and means of collecting the Personal Information, and Behave4 only acts on the authority of the Client.

You can read more about this below, in our privacy section, and in our privacy policy.

To be clear, unless you are a Client, you are not authorized to use our Software.

“Partners” are independent entities that are separate from Behave4 and have been granted limited rights to resell and teach our Software to Clients. Partners often provide Clients with hands-on expertise on how to use the Software, so Partners may separately sell you (i) services to supplement or assist you with your use of the Software (and are not included in your Software), and/or (ii) other services that may not be relevant to Behave4 or our Software (“Non-SaaS Services”). Therefore, you should think of Partners as separate vendors apart from Behave4. Partners are not Affiliates of Behave4, so they cannot make any representations about Behave4, nor bind Behave4 to any obligations on our behalf. If you are not working with a Partner, don’t worry about references to Partners below.

Whether you use Kodo People on behalf of your company or as an individual, we will never sell your Personal Information to any third party.

Our Agreement

No matter how you discovered Kodo People, when you submit an Order for our Software, you agree to be bound by this Client Software Agreement between you and Behave4 (the “Agreement”) and to our Privacy Policy.

This Agreement contains the terms and conditions for using our Software, so if this Agreement does not work for you, you cannot use our Software. If you agree to this Agreement, you can be a Client. Definitions for any capitalized terms can be found in Appendix A below.

General Overview

Modules
1. Modules
  1. “Modules” are Kodo People’s specific Software products (e.g. Talent Acquisition, Motivation, or Career Growth).
2. Your Module; Limits
  
  Modules are selected by you and indicated on your Order.
  
  You agree that you will not exceed the limits set forth in your applicable Module.
Your Order
1. You may order Software by: (i) subscribing via our online checkout/portal on Behave4’s website; or (ii) by any other means Behave4 deems to be acceptable, including using the Software as a prospective client (“Order”).
2. By submitting an Order, the Client agrees to be bound by the terms of this Agreement and Behave4 will grant Client an exclusive, non-transferable, and revocable subscription license to use our Software.
3. Your Order will specify Module and applicable pricing. For free-trial Software the Module Tier will be a free but limited-use Module Tier.
4. For the purposes of this Agreement, the Start Date will be the date on which your Order has been submitted to Kodo People.

Fees and Payments

3. Fees

You must pay all fees specified in your Order in Stripe (our secure payment partner; https://stripe.com). Except as otherwise specified, (i) your subscription fees are based on the Module(s) purchased, (ii) payment obligations cannot be cancelled and fees paid cannot be refunded, and (iii) your Module(s) cannot be decreased during the relevant subscription term.

For free-trial Software, you are not required to pay any subscription fees and we will make the applicable Software available to you free of charge until terminated in accordance with this Agreement. However, your use of the Software is subject to this Agreement and you will continue to be subject to this Agreement for as long as you have access to the Software.

4. Payment

Subscription fees are assessed on a monthly or annual basis and are due on the Start Date (as indicated on your Order in Stripe; please see payment-related conditions and policies there) and monthly/annually thereafter. If you purchase additional Module(s) you will need to submit a new Order, which will include the fees for the additional Module(s).

5. Taxes

As indicated in our payment portal in Stripe, our fees include value added taxes if applicable to your jurisdiction (collectively “Taxes”). You are responsible for paying all applicable Taxes from your purchase. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section, you will receive an invoice that you must pay unless you can show a valid tax exemption certificate authorized by the appropriate taxing authority.

Term and Termination

6. Term of Agreement

This Agreement begins on the date you submit your Order and continues until all applicable subscriptions have terminated or expired.

7. Term of Subscription

The term of each Module subscription is specified in your Order (“Term”). Subscriptions will automatically renew for additional periods equal to the expiring subscription, unless either party gives the other notice of non-renewal (at least ten (10) days before the end of the relevant subscription Term for non-renewal notice by Behave4; at any time before the end of the relevant subscription Term for non-renewal notice by the Client). The pricing during any renewal term will be at the list pricing in effect at the time of renewal. Modules added during the Term will renew along with your original subscription, unless otherwise specified. The Term for free-trial Software will be for a maximum of up to 15 days after your Software registration, or until you upgrade to the paying subscription, or until either party chooses to terminate use or access in accordance with this Agreement.

8. Termination

Beyond non-renewal, either party may terminate this Agreement immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or an assignment for the benefit of creditors.

9. Suspension / Deprecation of Software

We may suspend the Software at any time, with or without cause (e.g. technical upgrades/fixes, etc.). If, in our reasonable discretion, we believe that your use of the Software is in breach of this Agreement, or your use otherwise threatens the security, integrity, or availability of the Software, we may immediately suspend your subscription indefinitely (i.e. terminate your subscription) without refund. In the event we discontinue any portion of the Software or otherwise terminate your use through no fault of your own, we will provide you with a prorated refund of any pre-paid but unused subscription fees.

For free-trial Software Clients, we will terminate your access to the Software after 15 days, as described below. Should your access be so terminated, your Client Data will be handled in accordance with this Agreement.

10. Free-trial Users

If you are a free-trial Software user, you are not required to pay any subscription fees and we will make the free-trial Software version available to you free of charge until the earlier of: (i) the deactivation of your account; or (ii) you upgrade your account to become a paying subscription Client.

If your 15-days free-trial finishes and you do not upgrade to a paying subscription, we will terminate your access to the Software, which you can recover by becoming a paying subscription Client. We may also elect to discontinue any portion of the Software at any time without notice to you. In the event of any such termination, your Client Data will be handled in accordance with this Agreement.

Free-trial Software Clients shall have unlimited access to our online, phone, and email support resources.

Client License Responsibilities and Support

11. License Administration

Behave4 relies on Client’s proper administration and access to the Software and Client Data given to other parties. You cannot provide access or use of the Software to other parties; and any other party with whom Kodo People information is shared, in any case, is subject to and in compliance with the Agreement. You will at all times remain liable for other parties’ compliance with the Agreement.

As your license is exclusive, the system does not allow you to be logged into Kodo People in more than one device at a time.

12. Systems Responsibilities

You are solely responsible for the set-up, maintenance, and security of the computer and/or network connection(s) used for accessing the Software. We cannot guarantee that the Software will function properly or that you will have access to all features if you do not regularly update your internet browsers and/or other systems.

13. Client Support

Online, email, and phone support is included at no charge to free-trial and paying subscription Clients. Contact with support services will be mainly through online form and email channels. We accept online/email support questions 24 hours per day x 7 days per week. We will respond to online/email support questions within one (1) business day. Phone support is available from 10:30 to 13:30 CET (Central European Time) on Monday, and from 16:00 to 20:00 on Tuesday and Wednesday, with reduced hours during Spain and local holidays.

Client’s Authorized Use and Restrictions

You make the following representations and warranties regarding your use of the Software:

14. You will comply with all applicable Laws, including but not limited to all applicable privacy laws, while using the Software, and you acknowledge that Behave4 is not responsible for advising you on compliance with any applicable Laws.

15. You have obtained all necessary consents, or otherwise have a lawful basis, to enter, or cause to be entered, all Client Data entered into the Software, whether you are a subscription Client or a free-trial Software Client. You have the right to disclose the Client Data, and/or to store such Client Data on our platform.

16. You will properly administer and provide the appropriate access to the Kodo People assessments to your Participants.

17. You will use our Software for internal, legitimate business use only, and therefore, you will not sell, resell, license, sublicense, distribute, make available, or grant rights in the Software, or any portion thereof, or otherwise use the Software for the benefit of anyone other than you.

18. You will not use the Software to store or transmit malicious code or infringing, libelous or otherwise unlawful material, or to store or transmit material in violation of any third-party privacy rights. By entering into this Agreement, you agree to also abide by our Website Legal Notice.

19. You will not use our Software to engage in any behavior or practices that Behave4 determines to be illegal, unethical, harassing, abusive, or discriminatory against any protected status under federal or applicable state law.

20. You will not attempt to gain unauthorized access to the Software or related systems or networks or disrupt the integrity or performance of the Software or third-party data contained therein.

21. You will not allow access to or use the Software in a way that circumvents a contractual usage limit.

22. You will not use, modify, copy, or create derivative works based on the Software or other Intellectual Property, or any part, feature, function, or user interface thereof, except as expressly permitted herein. Behave4 shall own all derivative works. You will not allow access to or use our Intellectual Property, except as expressly permitted herein.

23. You will not disassemble, reverse engineer, or decompile the Software, or any part thereof, or otherwise access our Software to copy the ideas, functions, graphics, or other features or to build a competitive or “preparatory” product or service.

24. You will not remove our logo and/or trademark from the Software or any portion thereof.

25. You will not access the Software if you are a competitor or to monitor the availability, performance, or functionality or for any other benchmarking or competitive purposes.

26. You acknowledge that our Software is not designed to comply with industry-specific regulations. Therefore, you will not store or transmit any communications subject to these laws in or through the Software.

27. You agree not to export or re-export the Software except in full compliance with all Spain applicable laws, rules, decrees, and regulations. Without limiting the foregoing no Software may be exported or re-exported into (or to a legal permanent resident of) any country to which Spain embargoes goods.

Software Demonstrations and Other Uses of Kodo People Assessments

28. Software Demonstrations and Free-Trial

If you register on our website to take a free-trial or request a demonstration of any of our Software, additional terms and conditions may apply and are hereby incorporated into this Agreement by reference.

29. Data Use

Any data you enter into the Software during your demonstration or when taking the free-trial may be permanently lost unless you become a paying subscription Client or export such data during the demonstration. The free-trial and Software used during the demonstration are provided “as-is” without any warranty and Behave4 will not have any indemnification obligations with respect to the Software used. Without limiting the foregoing, Behave4 does not represent or warrant to you that: (a) taking the free-trial or observing a demonstration will meet your requirements; and (b) taking the free-trial or the demonstration of the Software will be uninterrupted, timely, secure, or free from error. Notwithstanding anything to the contrary herein, you shall be fully liable to Behave4 for any damages arising out of your use of the Software while taking the free-trial or during a demonstration, for any breach by you of this Agreement and for any of your indemnification obligations hereunder. In no event should you enter, or cause to be entered, any data of any individual who is not directly involved in the Software demonstration. You represent and warrant that you have obtained all necessary consents, or otherwise have a lawful basis, to enter, or cause to be entered, all data entered during the free-trial or during the Software demonstration.

Client Data and Privacy

30. Ownership and Representations

As between the parties, you own and retain all rights to the Client Data and this Agreement does not grant us any ownership rights therein. You represent and warrant that you have obtained all necessary consents or otherwise have the right to disclose the Client Data, or store the Client Data on our platform so that our processing of Client Data in the performance of this Agreement does not violate any third-party rights.

31. Our Use of Client Data

You grant us the right to access and use the Client Data as necessary to provide you with the Software and for any other permitted use under this Agreement. If you use the Software on behalf of another party, then you represent and warrant that you have all necessary permissions to do so. Additionally, we may share Client Data with Partners who are authorized processors of yours, and, in accordance with existing contractual relationships, with authorized subprocessors of ours who develop and manage our software and infrastructure.

You grant us the right to access and use the Client Data for management and administration and to provide assistance in using the Software. This may include monitoring your access to and usage of the Software. Such usage information may be utilized by us (and our Partners, if applicable) in order to ensure you are receiving the optimal Software for your business, and to assist in offering you further Behave4 Software to meet your legitimate business needs. We may also collect (via the Software, Non-SaaS Services, or in any other permitted manner), store, and use the anonymized Client Data and information for scientific research, benchmarking, and to continue to improve our business operations and the Software. Use of Client Data in this manner is standard in the assessment industry and helps us continually develop our Software based on updated trends and research. All Client Data will be anonymized 120 days after termination or expiration, or upon your earlier written request. After anonymization, we will not be able to trace the Client Data back to you and such data is no longer classified as Personally Identifiable Information. We do not sell, rent, or otherwise disclose Client Data to third parties. The rights granted hereunder will continue after termination or expiration of this Agreement.

32. Individual Request for Assessment Report

We will never share copies of the Kodo People Assessment Reports with Participants. If we receive such a request from a Participant associated to your license, we will forward it to you and will be up to you to share a copy of the Report with the Participant (you are free to share Reports at any point; you are responsible for compliance with any applicable privacy regulations).

33. Sensitive Information

YOU AGREE NOT TO USE THE SOFTWARE TO COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SOFTWARE TO COLLECT, STORE OR MANAGE SENSITIVE INFORMATION.

34. Client Data Access after Termination

Although you do not have any ownership rights in the Assessment Reports generated during the Term, you can continue to use them after this Agreement has terminated or expired. You can make a written request within ninety (90) days after termination or expiration of the Agreement to obtain copies of all Client Data that is then in our possession or control. If we receive a request more than ninety (90) days after termination or expiration of the Agreement, we will have no obligation to maintain or provide you with the Client Data and the Client Data will thereafter be anonymized and untraceable.

35. Privacy Laws; EU/EEA Processing

The parties acknowledge that for the purposes of privacy laws, Client is the data controller, “business” or equivalent and Behave4 is the data processor, “service provider,” or equivalent.

For the purposes of Article 26(2) of Directive 95/46/EC, Clients that are located in the European Union or the European Economic Area must enter into a Data Processing Agreement that includes the Standard Contractual Clauses adopted by the European Commission in order to further provide adequate safeguards with respect to the data processed under this Agreement. Regardless of your location, you acknowledge that in every case, Behave4 acts as the processor of Client Data and you remain the controller of Client Data for applicable data protection regulations. If you are located in the European Union, you understand that if you give an integration provider access to your Kodo People portal, you serve as the controller of such information and the integration provider serves as the processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our subprocessors.

Behave4 Representations, Warranties & Disclaimers

36. Our Warranties

We warrant that during an applicable subscription Term we will not materially decrease the overall security or functionality of the Software. For breach of a warranty above, your exclusive remedies are those contained herein.

37. General Disclaimers

We do not warrant that the Software will perform in accordance with any specifications, documentation, or other standards, nor do we make any warranties as to the results obtained from the use of the Software. We do not warrant the Software will perform in an uninterrupted capacity, be error-free or bug-free, or provide complete or accurate data. Use of the Software and reliance thereon is at your sole risk. We shall not be liable to you or any other entity or person for the inability to use the Software, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities, or losses, regardless of cause, in or arising from the use of our Software.

38. “As-Is”

Although we will provide you with some assistance in your use of the Software, the Software is provided on an “as-is” basis and without warranty. No warranties, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or any other type is provided.

39. Non-SaaS Services Disclaimers

We do not make any representations or warranties regarding the Non-SaaS Services. In no event shall Behave4 have any responsibility or liability for the administration or performance of Non-SaaS Services or for any documentation or information not developed by Behave4 that is distributed or used during the Non-SaaS Services by Partners. Any Non-SaaS Services must be arranged separately.

Indemnification, Liability, and Confidentiality

40. Indemnification by Us

We will indemnify, defend, and hold you harmless, at our expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against you (and your officers, directors, employees, and agents) to the extent that such Action is based upon or arises out of infringement or misappropriation of any patent, copyright, trade secret, proprietary information, or intellectual property right by reason of your authorized use of the Software and to defend you in any suits at law or in equity arising therefrom to which you may be made a party. The foregoing indemnity shall not apply to the extent that the Action is caused by or results from: (a) your combination or use of the Software with software, services, products, or information developed by you or any third party, if the Action would not have existed but for such combination or use; (b) unauthorized modification of the Software by anyone other than you or us (or our respective designees), if the Action would have been avoided by use of the unmodified Software; (c) your continued allegedly infringing activity after receiving notice thereof or after being provided modifications, or a new Software version or release, that would have avoided the alleged infringement; (d) your use of the Software in breach of this Agreement or any other documentation provided to you by us; or (e) any Action related to or arising from the Non-SaaS Services. You will: (1) notify us in writing within thirty (30) days of your becoming aware of any such claim; (2) give us sole control of the defense or settlement of such a claim; and (3) provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We shall not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

41. Indemnification by You

You will indemnify, defend and hold us harmless, at your expense, against any third-party Action brought against us (and our officers, directors, employees, agents, service providers, and licensors) to the extent that such Action is based upon or arises out of (a) your unauthorized or illegal use of the Software, (b) your noncompliance with or breach of this Agreement, (c) your use of third-party products, or (d) the unauthorized use of the Software by any other person using your account. We will: (1) notify you in writing within thirty (30) days of our becoming aware of any such claim; (2) give you sole control of the defense or settlement of such a claim; and (3) provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

42. Liability

Notwithstanding anything to the contrary in this Agreement, Behave4’s maximum aggregate liability to you related in any way to or in connection with this Agreement, including your use of the Software, shall be limited to the amount of fees actually paid pursuant to this Agreement over the twelve (12) month period immediately preceding the circumstance giving rise to your claim for indemnification. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS, REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

43. Confidentiality

“Confidential Information” means all information provided by either party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing that is designated as confidential or is, by its nature, deemed to be confidential. Confidential Information will include Client Data, Kodo People’s assessments and reports, the features and functionalities of the Software, information about the Disclosing Party’s business plans, technical data, and the terms of your Order and this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party before receipt from the Disclosing Party. The Receiving Party will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than commercially reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Other Important Stuff

44. Reservation of Rights

Subject to the limited rights expressly granted hereunder, we reserve all right, title, and interest in and to the Software, including all related Intellectual Property rights, and you shall not make a claim to the contrary. For the avoidance of doubt, this reservation of rights specifically includes, without limitation, the assessments and any reports generated via the Software distributed to you during the Non-SaaS Services. You acknowledge that you have not been granted any rights, except as expressly provided herein, and that misappropriation or unauthorized disclosure or use of the Software or Intellectual Property by you or others would cause irreparable harm in a manner for which damages would not be an adequate remedy, and therefore, we are entitled to obtain injunctive or equitable relief to restrain any actual or threatened breach of the Agreement and we are further entitled to immediately suspend access to your account(s).

45. Changes

For any material changes to this Agreement, we may make changes at any time by providing you with notice (which may be by email notice or by posting a notice on our website or through the Software). If you do not agree to these changes, you have thirty (30) days from the date of notice to notify us that you opt out of the modified terms, in which case the previous terms will apply to your use of the Software for the remainder of the then-current Term, after which your right to use the Software shall terminate. Your continued use of the Software following the 30 day opt-out notice period will mean that you agree to and accept the changes. However, if we can no longer reasonably provide the Software to you under the terms prior to the changes (e.g. changes required by law), then the Agreement will terminate upon our notice to you, and we will promptly refund any prepaid but unused subscription fees. For any non-material changes to this Agreement, we reserve the right to make such changes at any time without notice (e.g. typos or non-material clarifications).

46. Governing Law

The use and contracting through Kodo People are governed by Spanish law. For the resolution of any dispute that may arise regarding its validity, execution, compliance, or resolution (total or partial) are subject to the jurisdiction of the Courts of Granada or, if the Client so prefers, of the Courts of London, UK. This contract constitutes the complete and complete expression of the agreement between Behave4 and the Client. If any action is brought to enforce or interpret this Agreement, the prevailing party will be entitled to recover its attorney’s fees and costs or any other appropriate relief, whether in the same or a separate action.

This Section applies to Client only if Client is not a state or local government, and only to the extent the Software is being used in a Client’s official capacity as a state or local government body. The section herein entitled “Governing Law” will not apply to Client only to the extent Client’s jurisdiction’s laws prohibit Client from accepting the requirements in those sections.

47. Entire Agreement

This Agreement, which includes your Order and Privacy Policy and any other document incorporated herein by reference, is the entire agreement between the parties, and supersedes all other representations, warranties, and agreements.

48. Assignment

Neither party may assign any of its rights or obligations under this Agreement to anyone else, without the other party’s prior written consent. The parties may assign this Agreement without the other party’s consent only in connection with a merger, acquisition, or by a sale of substantially all of its assets. This limited right of assignment does not apply if the assigning party is acquired by, sells substantially all of its assets to, or has a change of control in favor of a direct competitor of the other party, in which case this Agreement can be terminated without fault upon written notice.

49. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint, venture, agency, fiduciary, or employment relationship between the parties.

50. Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

51. Force Majeure

We will not be held liable for delays or for any failures in the performance of the Software caused by any acts beyond our control, which includes, without limitation, acts of God, acts of war, pandemics, hostility, terrorism or sabotage, natural disasters, or electrical, internet or telecommunication outages not caused by us, governmental restrictions, or other events outside of our control. We will use reasonable efforts to mitigate the effects of any force majeure event.

52. Waiver

Our failure to enforce our rights under this Agreement will not be construed as a waiver of those rights.

53. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void without any effect to the remaining provisions.

Appendix A

Definitions

“Action” has the meaning set forth in Section 40.

“Affiliates” means any entity that Behave4 or Client directly or indirectly controls, or is controlled by, or is otherwise under common control with respectively.

“Agreement” has the meaning set forth in the Preamble.

“Kodo People” and “Behave4” have the meaning set forth in the Preamble.

“Client” has the meaning set forth in the Preamble.

“Client Data” means all information that you submit or that is collected via the Software or Non-SaaS Services.

“Confidential Information” has the meaning set forth in Section 43.

“Disclosing Party” has the meaning set forth in Section 43.

“Intellectual Property” means all the source code, graphic designs, logos, images, photographs, sounds, animations, software, texts, as well as the information and content contained in our website, which are protected by Spanish legislation on intellectual and industrial property rights in favor of Behave 4.

“Laws” means all applicable national, federal, state and local laws, rules, decrees, regulations, and ordinances.

“Module” has the meaning set forth in Section 1(1)(1).

“Module Tier” has the meaning set forth in Section 1(2)(3).

“Non-SaaS Services” means any workshops, training, technical assistance or consulting performed by a Partner, which includes any consulting services that are developed solely by the Partner as part of their regular business activities unrelated to Behave4.

“Order” has the meaning set forth in Section 2(a).

“Order Form” means the order form issued to you by Behave4 through Stripe and does not include any order form or invoice issued to you by a Partner or other third party.

“Partner” has the meaning set forth in the Preamble.

“Personal Information” means any information that can identify you personally, including contact information, such as your name, email address, company name, and other information about yourself or your business.

“Participants” are the individuals taking any of our assessments after being invited through Kodo People by the Client, as set forth in Section 32.

“Privacy Policy” can be found here: https://kodopeople.com/privacy-policy/

“Receiving Party” has the meaning set forth in Section 43.

“Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Special Categories of Personal Data.’

“Software” has the meaning set forth in the Preamble.

“Taxes” has the meaning set forth in Section 5.

“Term” has the meaning set forth in Section 7.

“Website Legal Notice” can be found here: https://kodopeople.com/legal-notice/