STANDARD TERMS AND CONDITIONS FOR SERVICE
These Standard Terms and Conditions are incorporated into and constitute a material part of the Rewarding Realtime Feedback Service Agreement (the “Agreement”) between SurveyMe, Inc. (“SurveyMe”, “we” or “us”) and the customer identified on the signature page of the Order Form (the “Customer”). Terms with their initial letters capitalized and not otherwise defined herein will have the meanings given to them in the Order Form. SurveyMe and Customer hereby agree as follows:
3.1. Eligibility. All Authorized Users (defined below) must be at least 18 years old to access or use the Service. Customer represents and warrants that it and each Authorized User are not: (i) a resident of any country subject to a United States embargo or other similar United States export restrictions, including Iran, Libya or Syria; (ii) on the United States Treasury Department's list of Specifically Designated Nationals; (iii) on the United States Department of Commerce's Denied Persons List or Entity List; or (iv) on any other United States export control list.
3.2 Service Account. In order to access and use the Service, Customer will need to register for an account (“Service Account”) on the SurveyMe Site and accept this Agreement. Customer will: (i) provide accurate, truthful, current and complete information when creating a Service Account; (ii) maintain and promptly update Company’s Service Account information; (iii) maintain the security of Company’s Service Account by not sharing Company’s login credentials with others and restricting access to Company’s Service Account and Company’s computer; (iv) promptly notify us if Customer discovers or otherwise suspects any security breaches related to the Service, including if Company’s login credentials have been compromised; and (v) take sole responsibility for all activities that occur under Company’s Service Account and accept all risks of unauthorized access. Company’s password should be chosen carefully and not contain any personal or other information that may be easily guessed by anyone else. Any distribution by Customer of its password may result in termination of Customer’s access to the Service.
4.1 License Grant. Subject to the terms of this Agreement and Customer’s compliance with any other agreement Customer may have entered with us governing Customer’s use of the Service, we hereby grant Customer a limited, non-exclusive and non-transferable license to, and to enable Customer’s employees or contractors who are authorized or otherwise designated or permitted by Customer to access and use the Service (each, an “Authorized User”) to access and use the Service for the Locations, solely for Customer’s own, internal use, testing and evaluation of the Service, at a corporate, regional or local level.
4.2. License Limitations. The preceding states the entirety of Customer’s rights with respect to the Service, and we reserve all rights in and to the Service not expressly granted to Customer in this Agreement. Without limiting the foregoing, Customer will not do, or authorize or permit any third party (including any Authorized User) to do, any of the following: (a) modify or otherwise make any derivative use of the Service; (b) use any data mining, robots or similar data gathering or extraction methods; (c) download (other than page caching) any portion of the Service or any information contained in the Service; (d) publicly perform, publicly display, distribute, license or sell the Service; (e) use the Service for any purpose other than Customer’s own internal use; (f) reverse engineer, decompile, disassemble or attempt to discover the source code for the Service; (g) modify, alter or create any derivative works of the Service; or (h) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Service.
4.3 Authorized Users. Customer is responsible for any access or use of the Service by Authorized Users. Further, Customer will ensure that all Authorized Users comply with Customer’s obligations under this Agreement (including, without limitation, compliance with the Site Terms). For this Agreement, the acts or omissions of any Authorized User are considered Customer’s acts or omissions.
7.1. Use Conditions. As a condition of accessing and using the Service, Customer must consistently post surveys, questions and rewards (“Content”) to the Service when Customer’s organization requires customer and/or employee and/or stakeholder feedback, and Customer must use the Service to attempt to gather real-time feedback.
7.2 Evaluation and Feedback. Customer will at its own risk and expense perform tests and other evaluations of the Service. Customer will provide to SurveyMe materials, information and feedback on the results of such tests and evaluations (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, and functionality of the Service, as well as certain employee hiring information, data and other information requested by SurveyMe (“Feedback”) and will make Authorized Users or other Customer representatives available to SurveyMe on a reasonable basis for this purpose. Customer will not provide any such Feedback to any third party without SurveyMe's prior written consent in each instance. Customer hereby grants to SurveyMe an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Further, SurveyMe will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing, marketing and selling products and services incorporating such Feedback. SurveyMe will have no obligation to consider, use, return or preserve any Feedback Customer provides to us. Any Feedback Customer provides to us may or may not be treated confidentially by us, and SurveyMe will have no obligation or liability to Customer for the use or disclosure of any Feedback. Notwithstanding the foregoing, if we decide to publicly attribute any Feedback consisting of statistics, data or quotes to Customer, we will first ask Customer’s permission, which Customer will not unreasonably withhold or delay. If Customer fails to respond to a request within 30 days after such request, Customer’s permission will be deemed granted. For the avoidance of doubt, aggregating Customer’s statistics, data or comments and using them anonymously, is permitted without seeking additional permission. Customer should not expect any compensation of any kind from us with respect to Customer’s Feedback.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES CUSTOMER TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM US.
Customer and SurveyMe agree to arbitrate any dispute arising from this Agreement and Customer’s use of the Service, except that Customer and SurveyMe are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS CUSTOMER FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
Customer and SurveyMe each agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to SurveyMe will be sent to SurveyMe, Inc., Attn: Lee Evans, 1601 Dove Street, STE 190, Newport Beach, CA 92660. Customer and SurveyMe further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Orange County, California; that arbitration will be conducted confidentially by a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules; and that the state or federal courts in Orange County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures the arbitrator has the authority to grant any remedy that would otherwise be available in court.