Privacy Policy

Last Updated: Aug 29, 2023

GoalSpan, Inc. (“GoalSpan”) is committed to protecting the privacy of individuals who visit our website (“Visitors”) and individuals who register to use the GoalSpan Services on behalf of GoalSpan’s Clients (“Users”) (collectively “you” or “your”). This Privacy Policy applies to data provided on or through the GoalSpan website located at www.goalspan.com, the GoalSpan web application owned and operated by GoalSpan, and the services offered by GoalSpan through the website and apps (collectively, the “Services”) and describes GoalSpan’s privacy practices in connection with the use of GoalSpan's website, apps and Services. It also describes the choices available to you with regard to the use of your Personal Information (defined below) and how you can access and update this information. The use of information collected through the GoalSpan Services shall be limited to the purposes of providing the Services for which the User or Client has engaged GoalSpan and as otherwise described in this Privacy Policy.

Download Privacy Policy as a PDF

IF YOU ARE AN EMPLOYEE OF A CLIENT THAT USES THE GOALSPAN SERVICES, THIS PRIVACY POLICY DOES NOT APPLY TO YOU OR YOUR USE OF THE SERVICES. PLEASE REFER TO YOUR EMPLOYER’S PRIVACY POLICY, WHICH APPLIES TO THE COLLECTION, USE, PROCESSING AND RETENTION OF YOUR PERSONAL INFORMATION. INDIVIDUAL EMPLOYEES OF OUR CLIENTS WHO SEEK ACCESS TO THEIR DATA, OR WHO SEEK TO CORRECT, AMEND, OR DELETE INACCURATE DATA SHOULD DIRECT THEIR REQUESTS TO THEIR EMPLOYERS WHO ARE GOALSPAN’S CLIENTS. GOALSPAN CLIENTS ARE ABLE TO REMOVE AND UPDATE PERSONAL INFORMATION AND DATA WITHOUT GOALSPAN’S INVOLVEMENT.

Privacy Principals

GoalSpan follows these principals to protect your privacy:

We do not collect any more Personal Information than is necessary to provide the Services;
We only use your Personal Information for the purposes we specify in this Privacy Policy, unless you agree otherwise;
We do not keep your Personal Information if it is no longer needed; and
Other than as we specify in this Privacy Policy, we do not share your Personal Information with third parties.

What Information Do We Collect?

When a User registers with GoalSpan, information is needed such as the User’s name, company name, business address, contact telephone number and email address. When a Visitor contacts us and/or requests information about GoalSpan, we will collect the Visitor’s email address and other contact information so that we may fulfill the Visitor’s request. Some information provided to us may, either alone or when connected with other information to which we may have access, individually identify a Visitor or User, and that information may be referred to in this Privacy Policy as “Personal Information.”

How Do We Use Your Information?

GoalSpan uses information, including Personal Information, provided by you to provide the Services and for business purposes such as processing and fulfilling orders, billing, service improvement, research, marketing, and for other general purposes. GoalSpan may share information, other than Personal Information, with third parties for business and marketing purposes.

If you apply for a job with us, we will collect, process, and store the information you provide to us for recruitment purposes. We may also retain some of your information for a reasonable period for purposes of considering you for future positions.

GoalSpan will not share your Personal Information, or otherwise make your Personal Information available to any other parties except as provided in this Privacy Policy. We will not sell, rent, or exchange your Personal Information with any third-parties without permission from you.

GoalSpan will share your information, including Personal Information, in order to respond to investigations, court orders, legal process, or to investigate, prevent or take action regarding illegal activities, suspected fraud, or situations involving potential threats to the physical safety of any person, violations of GoalSpan's Terms of Service, or as otherwise required by law. If GoalSpan is required by law or an order of a court of competent jurisdiction to disclose your information, GoalSpan will promptly notify you of this requirement so that you may seek a protective order or other appropriate relief.

GoalSpan may also share your Personal Information with our trusted third-party service providers, who help us to provide the Services. We will ensure that those service providers are obligated to protect your Personal Information under contract terms which are no less onerous than those set out in this Privacy Policy.

If GoalSpan is involved in a merger, acquisition, or sale of all or a portion of its assets, your Personal Information may be transferred to the acquiring person or entity and you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your Personal Information, as well as any choices you may have regarding your Personal Information.

How Do We Protect Your Information?

All of your Personal Information remains private and confidential. The security of your Personal Information is important to us. When you enter sensitive information on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL).

We follow generally accepted standards to protect Personal Information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, however, is 100% secure. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, the GoalSpan web application owned and operated by GoalSpan, or the services offered by GoalSpan through the website and apps, please contact us using the contact information below.

GoalSpan and its representatives will never request your account credentials. You should never share your GoalSpan account information with anyone else, including your username and password. We recommend that you use a unique password for your GoalSpan account that is not associated with other websites. You should check your GoalSpan account regularly to ensure that your Personal Information has not been tampered with or altered.

Any suspicious activity regarding your account, including automated messages or calls from parties you cannot identify, should be reported to your site administrator and GoalSpan using the contact information below.

How We May Contact You

GoalSpan will send a welcome email to account holders for billing purposes, and at times will send GoalSpan service-related announcements. You cannot opt out of service related emails if you are an account holder, as this is part of the GoalSpan Services. If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in each of these emails, or you can contact us using the contact information below.

Correcting, Updating, Amending and Removing Your Personal Information

You may correct, update, amend, or remove Personal Information by making the change on our member information page, our contact us page, by telephone or postal mail at the contact information listed below. If you no longer desire to use our Services, you may deactivate the Services by contacting us by telephone or postal mail at the contact information listed below. You may withdraw your consent to our processing of your Personal Information at any time by contacting us using the contact information below, but that will mean we can no longer provide the Services to you. We will respond to your requests regarding changes to Personal Information or Service changes promptly, but in any event within 30 days of your call or receipt of your request.

Choices and Rights

GoalSpan will never disclose your Personal Information to a third party or use your Personal Information for a purpose that is materially different from the purpose(s) for which it was originally collected. We provide you with clear, conspicuous, and readily available opt-out choices and access rights regarding our use and disclosure of your Personal Information for marketing purposes.

If you do not want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails. If you wish to access, amend, or delete any Personal Information we hold about you, or if you have any objection to the processing of any Personal Information that we hold about you, please contact us at privacy@goalspan.com. If you ask us to delete your Personal Information, we will do so within a reasonably commercial timeframe. After receiving your Personal Information deletion request, we may be obligated to retain your Personal Information to satisfy legal obligations. This includes retaining your Personal Information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements. If you decide you do not want us to use your Personal Information in the manner described in this Privacy Policy, you may not use the Website or User Platform. To correct or delete your Personal Information, email us at privacy@goalspan.com.

Retention of Personal Information

Notwithstanding anything in this Privacy Policy to the contrary, we will retain your information for as long as your account is active or as needed to provide you with the Services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Cookies

GoalSpan only uses necessary cookies that are essential for the proper functioning of the website, such as session ID cookies that store session information. A cookie is a small amount of data, which often includes an anonymous unique identifier, which is sent to your browser from a website's computers and stored on your computer's hard drive. We use session ID cookies to track your login status, which is only ever transmitted over HTTPS. GoalSpan does not utilize any other types of cookies, including persistent cookies, for any purpose. These cookies are required to use the GoalSpan Services. If you disable cookies, you may still use our site, but your ability to use some areas of our site will be limited.

This Privacy Policy does not cover the use of cookies by our partners and affiliates. We do not have access or control over those cookies. Our partners and affiliates use session ID and persistent cookies to better gauge interest in our Services.

Currently, various browsers offer a “do not track” or “DNT” option which sends a signal to websites’ visited by a user about the user's browser DNT preference setting. GoalSpan does not currently respond to browsers' DNT signals with respect to the website, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. GoalSpan takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.

As is true of most websites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. We use this information, which does not directly identify individual users, to analyze trends, to administer the site, to track Visitors’ and Users’ movements around the website and to gather non-identifiable, demographic information about our user base as a whole. We link this automatically-collected data to Personal Information so that we can better gauge our Visitors’ and Users’ needs and provide specific information to best serve them.

We do not utilize Google Advertising Networks to publish advertising on other sites or set any cookies for marketing purposes or otherwise.

International Transfers

Wherever you use our website or access our Services, you understand and acknowledge that we may transfer, process, and store information about you in the United States and other countries, both within and outside of the European Economic Area, the EU, the UK, and Switzerland. Please see below for more information about GoalSpan’s compliance with the Data Privacy Framework. By providing us with your information, you consent to the transfer to, and to the processing and storage of your information in, countries outside of your country of residence, which may have different data protection laws than those in the country in which you reside.

GoalSpan and the EU-U.S., EEA-U.S., UK-U.S., and Swiss-U.S. Data Privacy Framework (DPF)

GoalSpan complies with The EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. Data Privacy Framework (UK Extension to the EU-U.S. DPF), and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF), adopted on 10 July, 2023 and were respectively developed in furtherance of transatlantic commerce by the U.S. Department of Commerce and the European Commission, the UK Government, and the Swiss Federal Administration to provide U.S. organizations with reliable mechanisms for personal data transfers to the United States from the European Union / European Economic Area, the United Kingdom (and Gibraltar), and Switzerland while ensuring data protection that is consistent with EU, UK, and Swiss law. GoalSpan has certified to the U.S. Department of Commerce that it adheres to the Data Privacy Framework. If there is any conflict between the terms in this privacy policy and the Data Privacy Framework, the Data Privacy Framework Principles shall govern. To learn more about the Data Privacy Framework, and to view our certification, please visit https://www.dataprivacyframework.gov/s/program-overview.

GoalSpan’s participation in the Data Privacy Framework Program applies to all Personal Information that is subject to this Privacy Policy and is received from individuals who are resident in the European Union, European Economic Area, the United Kingdom, and Switzerland. GoalSpan will comply with the Data Privacy Framework Program Principles in respect of such Personal Information.

GoalSpan’s accountability for Personal Information that it receives under the Data Privacy Framework and subsequently transfers to a third party is described in the Data Processing Agreements GoalSpan executes with each customer. In particular, GoalSpan remains responsible and liable under the Data Privacy Framework Principles if third party agents that it engages to process the personal data on its behalf do so in a manner inconsistent with the Principles, unless GoalSpan proves that it is not responsible for the event giving rise to the damage.

We encourage you to contact us should you have a Data Privacy Framework related (or general privacy-related) complaint regarding our handling of your data.

For human resources data of EU, EEA, UK, and Swiss residents, we have agreed to cooperate with local Data Protection Authorities.

As further explained in the Privacy Framework Principles, a binding arbitration option will also be made available to you in order to address residual complaints not resolved by any other means. GoalSpan is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC).

Have more questions? We're here to help, so please contact us.

Information Related to Data Collected through the GoalSpan Services.

GoalSpan collects information under the direction of its Clients and has no direct relationship with the individuals whose personal data it processes.

Access to Data Controlled by our Clients

GoalSpan has no direct relationship with the individuals whose personal data it processes. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his/her request to the applicable GoalSpan Client (the data controller). The Client is able to remove the data without GoalSpan’s involvement or will request that GoalSpan remove the data.

Terms of Service

Last Updated: May 17, 2023

When you use GoalSpan, these are the terms of service.

YOUR USE OF THE PROPRIETARY GOALSPAN SERVICE OFFERED AT GOALSPAN.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH GOALSPAN, INC. (“GOALSPAN”). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

This Agreement governs your use of the Service however accessed, including via an Internet browser, smartphone, tablet, or other mobile device.

If you sign up for the Service on behalf of a Client, you represent that you are duly authorized to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer to such entity and all its employees, consultants, and agents. You are responsible for all activity on the Service that occurs under your account.

Download Terms of Service as a PDF

Term and Termination

1.1 This Agreement will remain in effect until all your subscriptions activated in accordance with this Agreement have expired or this Agreement is terminated by you or GoalSpan (the “Term”). Any free trial or other promotion that provides access to the Service must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire, and any further use of the Service is prohibited unless you pay the applicable subscription fee.

1.2 Subscriptions purchased by you commence on the start date as specified in the effective date of your Service Agreement and continue for the subscription term specified in that Agreement. Subscriptions automatically renew, as described in Section 4.1.

1.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription per the terms of your Service Agreement by emailing billing@goalspan.com or calling +1-800-350-9574.

1.4 GoalSpan may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within 30 days of GoalSpan providing you with written notice (including notice by email). However, in the case of your nonpayment (including in the event when your credit card cannot be charged), GoalSpan may suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 30 days of notice by GoalSpan to you. Notwithstanding the foregoing, GoalSpan may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 3.1, 3.5 or 12 of this Agreement, as determined by GoalSpan in its sole discretion. GoalSpan may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. Notice via email by GoalSpan to you will be sent to the email address you have provided to us.

1.5 In the event your subscription is terminated, other than in instances where it is terminated by GoalSpan for your nonpayment or violation of Sections 3.1 or 12, you will continue to have the ability to download the information provided, inputted, or uploaded to the Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Section 3.1, GoalSpan shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of your Data contained in GoalSpan’s systems or otherwise in its possession or under its control.

Modification of Service or this Agreement

2.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. GoalSpan reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

2.2 GoalSpan may modify, add, or remove portions of this Agreement at any time. In the event GoalSpan determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://www.goalspan.com/Terms-of-use.php.

2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

Usage Rights; Restrictions; Support

3.1 During the Term, GoalSpan grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates GoalSpan to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:

3.1.1. Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by GoalSpan;

3.1.2. Use the Service for any fraudulent or inappropriate purpose;

3.1.3. Attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;

3.1.4. Duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of GoalSpan;

3.1.5. Use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or

3.1.6. Rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

3.2 GoalSpan shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which GoalSpan shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 4:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond GoalSpan’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Service only in accordance with Applicable Law.

3.3 GoalSpan shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. GoalSpan shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

3.4 You are solely responsible for your Data, and all uses of your Data that occur through your account.

3.5 If you integrate with GoalSpan using our API, you must use efficient programming, which will not cause too many requests to be made in too short a period, as-determined solely by GoalSpan. GoalSpan reserves the right to throttle your API connections, or suspend or terminate your GoalSpan account.

3.6 GoalSpan offers an integrated “Intelli” feature which is provided by OpenAI API (Owned by Open AI LP). By accepting this acknowledgement, you will make available this Intelli for all Active GoalSpan Users within your company that wish to utilize this service. When entering text while using Intelli (such as inside a performance review, creating or editing a goal or giving feedback to another employee), a User has the option to submit the text to Intelli to receive AI generated text for the purpose of suggesting improvements or edits to their own text. Users may elect to utilize the entirety of the generated text, or portions of the text as edited by the User, or to ignore the generated text in its entirety. In addition, Intelli creates AI-generated performance summaries for Employee, Manager, or Job Title groupings. The decision to utilize the Intelli feature is entirely in the User’s discretion.

3.7 Each User acknowledges and agrees that GoalSpan does not own or control in any manner OpenAI API (Owned by Open AI LP), which is the service provider for GoalSpan’s Intelli. GoalSpan is merely making this service available to User, at User’s sole election, in connection with the use of the GoalSpan Services. GoalSpan disclaims all warranties of any kind, express or implied, including any implied warranties of merchantability, with regard to the use of Intelli or the results that it will provide to User. User agrees to hold GoalSpan harmless with regard to User’s use of the Intelli, and in no event will GoalSpan be liable to User for any damages or loss of any kind, resulting from User’s use of the Intelli feature.

Intellectual Property Rights

5.1 As between the parties, GoalSpan owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. GoalSpan may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.

5.2 You retain all right, title and ownership interest in and to your Data. GoalSpan has no right, title or interest in any personally identifiable information contained in or related to your Data.

5.3 You have no obligation to give GoalSpan any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent you provide any Feedback to GoalSpan, GoalSpan may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that GoalSpan shall own all such Feedback and GoalSpan and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to GoalSpan.

5.4 From time to time during the Term, GoalSpan may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”), in each case pursuant to a statement of work executed by you and GoalSpan. GoalSpan shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use during the Term. GoalSpan may reuse any Deliverables, provided that such use does not reveal your identity or your confidential information.

Publicity

6.1 Unless otherwise agreed to by you and GoalSpan, during the Term, GoalSpan may disclose your name as a customer of GoalSpan and/or subscriber of the Service, and you hereby grant GoalSpan the right to display your name, company, and logo in GoalSpan’s marketing materials and on GoalSpan’s public website, in each case in accordance with any branding guidelines you may provide to GoalSpan.

User Content

7.1 Certain features of the Site may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, GoalSpan’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to GoalSpan about the Service, but excludes all Data.

7.2 You hereby grant to GoalSpan an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to GoalSpan that you own or control all rights in and to such User Content and have the right to grant the rights above to GoalSpan.

Warranties and Limitation of Liability

8.1 GoalSpan represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by GoalSpan in connection with the Service (“Documentation”); and (b) any professional services performed for you by GoalSpan will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, GOALSPAN HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. GOALSPAN DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

8.3 EXCEPT FOR (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY GOALSPAN FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Security Breach

9.1 External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than your employee, contractor or agent, upon discovery of such breach, GoalSpan will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the remedial actions GoalSpan will undertake, and the timeline within which GoalSpan expects to remedy the breach.

9.2 Internal Breach: In the event of a security breach, as defined by Applicable Law, by your employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and shall notify GoalSpan immediately of the breach and steps you will take to remedy the breach.

Indemnification

10.1 You agree to indemnify, defend and hold harmless GoalSpan, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with your use of the Software and/or Service in violation of this Agreement.

10.2 GoalSpan agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall GoalSpan have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by GoalSpan, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

10.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 10, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Governing Law

11.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of California, and or the courts of the United States District Court for the Northern District of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Compliance with Laws; Disclaimers

12.1 Each Party shall comply with all Applicable Law in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to monitor your employees’ use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall GoalSpan be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.

12.2 GoalSpan does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law in the jurisdictions in which you use the Service, and any statements made by GoalSpan to you shall not constitute legal advice.

12.3 You acknowledge that GoalSpan exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that GoalSpan does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. GoalSpan hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.

12.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service or Software, or any technical information about the Service or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.

12.5 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

General Provisions

13.1 Entire Agreement. This Agreement encompasses the entire agreement between you and GoalSpan with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

13.2 Modification. This Agreement may only be altered, amended, or modified by a written or electronic instrument executed by both parties.

13.3 No Waiver. The failure of GoalSpan to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

13.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.

13.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

13.6 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without GoalSpan’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

13.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. GoalSpan shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.