Welcome to the Gyre (“Gyre”, “DLP”, “us” “we” or “our”) website. Gyre (‘the Platform’) is a digital leadership learning and development tool licensed and operated by The Developing Leaders Partnership Limited® (‘DLP’). Please read these Terms of Service (the “Terms”) carefully because they govern your use of our website https://app.gyreteams.com/.

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ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

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1. Agreement to these Terms

By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

 

2. Changes to the Terms or Services

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion.

 

3. Service Terms

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3.1. Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 16 years or older in accordance with GDPR which forms part of the data protection regime in the UK, together with the new Data Protection Act 2018 (DPA 2018). You must be 13 years or older under most United States’ law, or 16 years or older under California or European Union law.

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3.2. Use Restrictions. Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, contractors, and other persons associated with your Gyre account (“Authorized Users”) do not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) circumvent any technical limitations implemented by Gyre.

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3.3. Authorized Users; Accounts. As part of the registration process, you will identify an administrative username and password for your Gyre account. You represent and warrant that all registration information you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not.

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3.4. Usage Data. Gyre will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Gyre Platform, and related systems and technologies, and Gyre will be free (during and after the Order Term) to use such data and information in a de-identified and aggregated form to maintain, improve, and enhance Gyre’s products and services.

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3.5. Feedback; Use Rights. We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Gyre will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Gyre will be free (during and after the term) to use such data and information to maintain, improve, and enhance any products or services.

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3.6. Reservation of Rights. As between the parties, Gyre owns all right, title, and interest in the Services, and you own all right, title, and interest in any material(s) that are uploaded to the Services by you (“Customer Materials”). Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.

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3.7. Patent Assertion Entities. A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Gyre or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms.

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​4. License

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4.1. License to Services. Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United Kingdom Government and (ii) jurisdictions whose laws do not permit engaging in business with Gyre or use of the Services) for you to access and use the Services for your internal business or personal purposes, depending on your account type. If you have a free account you may use the Services for business or personal purposes.

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5. Charges and Payment

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5.1. Pricing. Certain Services are offered under different pricing plans. Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose.

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5.2. You represent and warrant that you have the legal right to use all payment methods that you provide to us.

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5.2.1. All fees are stated and solely payable in GBP (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in these Terms), and not subject to setoff.

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5.2.2. In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

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6. Confidentiality.

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6.1. Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

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6.2. Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (‘Representatives' ) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.

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7. Warranties and Disclaimers.

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7.1. In the event of any loss or corruption of any data associated with a license, Gyre will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Gyre. EXCEPT FOR THE FOREGOING, GYRE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

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7.2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

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7.3. NON-GYRE RESOURCES. GYRE DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY RESOURCES OR ANY OTHER APPLICATION(S) OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF GYRE’S ORGANISATION, (COLLECTIVELY, “NON-GYRE RESOURCES”). NON-GYRE RESOURCES ARE PROVIDED BY THIRD PARTIES (SUCH AS COMMUNITY CREATORS), NOT GYRE. ANY USE OF NON-GYRE RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER, AND GYRE HAS NO RESPONSIBILITY OR LIABILITY FOR SUCH THIRD PARTY’S ACTIONS OR OMISSIONS.

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8. Indemnity.

 

You will indemnify and hold harmless Gyre and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Materials; (iii) your violation of these Terms

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9. Limitations of Liability.

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9.1. NEITHER GYRE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GYRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

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9.2. IN NO EVENT WILL GYRE OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO GYRE IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED BRITISH POUNDS (£100).

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9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY GYRE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

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10. Termination.

 

10.1. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you.

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10.2. You may cease use of the Services at any time. You may cancel your Gyre account at any time by sending an email to support@gyreteams.com .

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10.3. Upon any termination, discontinuation, or cancellation of Services or your Gyre account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access Customer Materials (to the extent applicable); Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your Customer Materials within a reasonable period of time after the termination or cancellation of Services or your Gyre account.

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11. Miscellaneous.

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11.1. Privacy Policy. Our Privacy Policy (www.gyreteams.com/privacy-policy) governs how we collect, use and disclose information from the Services.

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11.2. Copyright and IP Policy. Gyre respects copyright law and expects its users to do the same.

 

11.3. Trademark Guidelines. Gyre’s Trademark Guidelines apply to any use by you of Gyre’s Marks. If you or your Authorized Users use Gyre’s Marks, you will comply with, and will ensure your Authorized Users comply with, Gyre’s Trademark Guidelines, available upon request via support@gyreteams.com .

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11.4.Force Majeure. Gyre will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance.  If Gyre believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at Gyre’s sole discretion.

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11.5. Notices. Any notices or other communications provided by Gyre under these Terms, including those regarding modifications to these Terms, will be given by Gyre: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

11.6. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

 

11.7. Teams. Certain features of the Services may allow you to participate in teams, groups or organisations (each a “Team”). In those situations, the leader, administrator, owner, or equivalent of the Team (“Team Leader”) is responsible for the compliance of these Terms by each other member of the Team, payment of the Subscription Fee (if applicable), and all matters related to the Team. For clarity, each member of the Team is still responsible for their own compliance with these Terms.

 

11.8. Assignment. These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.

 

11.9. Service Providers. For the avoidance of doubt, Gyre may engage third parties as service providers to the Services (for example, as of the date of these Terms, Gyre hosts the Services on Microsoft Azure Servers).

 

11.10. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

 

11.11. Governing Law. These Terms will be governed by the laws of the United Kingdom without regard to its conflict of laws provisions. 

 

11.12. Dispute Resolution for Individuals. You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.

 

What is arbitration? Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.

 

Can a Claim be part of a class action or similar proceeding? NO. YOU AGREE TO RESOLVE YOUR CLAIMS WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. WE AGREE TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

 

What rules apply in the arbitration? The rules are subject to the mandatory provisions in the Arbitration Act 1996 (Arbitration Act). If the parties cannot agree the procedure (see above, Applicable procedural rules), the tribunal decides the procedure. This is subject to the general duty set out in section 33(1) of the Arbitration Act.

 

INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION

If you don’t want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at support@gyreteams.com. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.

 

DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION

The sole jurisdiction and venue for any Claims that are not handled by arbitration will be in the County Court system in the United Kingdom, and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE TERMS, YOU AND GYRE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

 

11.13. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and Gyre arising out of or relating to these Terms or the Services will be resolved exclusively accordingly to the process set forth in Section 11.12, except that, to the extent legally permitted, (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (2) the losing party will pay the prevailing party for all costs and attorney’s fees and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us.

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11.14. Interpretation. Whenever the words “including,” “include,” “includes” or "such as" are used herein, they will be deemed to be followed by the phrase “without limitation.”

 

11.15. Beta Features and Free Trials. Product features clearly identified as Alpha or Beta features as well as any features, products, or services provided on a free trial basis (collectively “Early Access Features”) made available by Gyre are provided to you for testing and evaluation purposes only. Gyre does not make any commitment to provide Alpha or Beta features in any future versions of the Services. Gyre may immediately and without notice remove Alpha or Beta features for any reason without liability to you. Any features, products, or services provided on a free trial basis will be free of charge until the earlier of (a) the end of the evaluation period set forth by Gyre, or (b) the start date of any purchased subscriptions you order for the feature, product, or service being evaluated under the trial, or (c) termination by Gyre in its sole discretion. You are not obligated to use Early Access Features.

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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, ALL EARLY ACCESS FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY PERFORMANCE OBLIGATIONS. ANY DATA CUSTOMER ENTERS INTO THE GYRE PLATFORM DURING A FREE TRIAL MAY BE PERMANENTLY LOST BEFORE THE END OF THE TRIAL PERIOD.

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11.16. Entire Terms. These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Gyre, unless Gyre specifically references this clause and waives its rights.