Terms of Service

Effective Date: January 15, 2025

These Terms of Service ("Terms") govern your use of the Viability Systems website and services operated by DataBaller LLC d/b/a Viability Systems ("we," "us," "our," or the "Company").

1. Acceptance of Terms

By accessing or using our website, services, or tools, you agree to be bound by these Terms. If you disagree with any part of these terms, you may not access our services.

2. Services Description

Viability Systems provides:

• Organizational assessments and diagnostics
• Transformation engagements and consulting
• Speaking engagements and workshops
• Educational programs and resources
• Software tools including the Verver platform
• Intellectual infrastructure development services

Services are provided on a contractual basis with specific terms outlined in separate engagement agreements.

3. Use of Website and Services

Acceptable Use

You may use our website and services for lawful purposes consistent with these Terms. You agree to:

• Provide accurate information in all interactions
• Maintain confidentiality of any login credentials
• Respect our intellectual property rights
• Use services only for their intended purpose

Prohibited Conduct

You may not:

• Attempt to gain unauthorized access to any portion of the site
• Interfere with or disrupt the site's operation
• Copy, modify, or distribute content without permission
• Use automated systems to access the site without permission
• Misrepresent your affiliation with us or any other entity
• Use our services for any unlawful purpose

4. Intellectual Property

Our Property

All content on this site, including frameworks, methodologies, text, graphics, logos, and software, is owned by DataBaller LLC or its licensors and protected by intellectual property laws. This includes but is not limited to:

• The Viability Assessment Matrix
• Autogenic Realism frameworks
• All educational and diagnostic materials
• The Verver platform and related software

Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use the website for personal or internal business purposes. This license does not include rights to:

• Reproduce or distribute our content
• Create derivative works
• Use content for commercial purposes without agreement

Your Content

If you provide content to us (feedback, suggestions, ideas), you grant us a worldwide, royalty-free license to use such content for our business purposes.

5. Privacy and Data Protection

Your use of our services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

6. Payment Terms

If you purchase services:

• Payment terms are specified in separate engagement agreements
• All fees are non-refundable unless otherwise stated
• You're responsible for all applicable taxes
• We reserve the right to change prices with notice

7. Confidentiality

Both parties may have access to confidential information. Each party agrees to:

• Maintain confidentiality of the other party's proprietary information
• Use confidential information only for intended purposes
• Return or destroy confidential information upon request

8. Disclaimers

No Warranties

OUR SERVICES AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No Guarantee of Results

We do not guarantee specific outcomes from our services. Organizational transformation depends on many factors beyond our control.

Third-Party Content

We are not responsible for third-party content linked from our site.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATABALLER LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify and hold harmless DataBaller LLC, its officers, directors, employees, and agents from any claims, damages, or expenses arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights

11. Termination

We may terminate or suspend your access to our services immediately, without prior notice, for:

• Breach of these Terms
• Conduct we believe is harmful to our business
• Legal requirements

Upon termination, your right to use our services ceases immediately.

12. Governing Law and Disputes

Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in California, except where prohibited by law. Each party waives the right to a jury trial.

Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in California.

13. General Provisions

Entire Agreement

These Terms, along with our Privacy Policy and any engagement agreements, constitute the entire agreement between you and DataBaller LLC.

Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

Waiver

Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations freely.

Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control.

14. Modifications

We reserve the right to modify these Terms at any time. We will notify users of material changes via email or website notice. Continued use after changes constitutes acceptance of modified Terms.

15. Contact Information

For questions about these Terms: