TERMS AND CONDITIONS
Date:- Latest Update on Jan 2021
These Terms and Conditions will be applicable to use of any digital or physical product or services of SurveySpeaks in any manners. Certain country-specific terms may apply to you if you are located outside of India.
THESE “TERMS AND CONDITIONS” MAY VARY FROM TIME TO TIME, SO PLEASE CHECK THEM REGULARLY.
YOU CONFIRM YOUR AGREEMENT TO THESE TERMS & CONDITIONS ALONG WITH SURVEYSPEAKS PRIVACY POLICY AND OTHER TERMS AND POLICIES AVAILABLE ON SURVEYSPEAKS WEBSITE WITH IMMEDIATE EFFECT BY CLICKING OR TAPPING ON A BUTTON INDICATING YOUR ACCEPTANCE OF THESE TERMS, BY EXECUTING A DOCUMENT THAT REFERENCES THEM, OR BY USING THE SERVICES IN ANY MANNERS. YOUR ACCESS OR USE OF OUR WEBSITE INCLUDING MOBILE APP AND OTHER PHYSICAL OR DIGITAL PRODUCTS OR SERVICE SHALL MEAN THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND WITH THESE “TERMS AND CONDITIONS”.
These Terms & Conditions governs your use of the website and mobile applications of “SurveySpeaks” and the related digital or physical product or services (hereinafter collectively referred to as “SurveySpeaks”). “SurveySpeaks ” including its , Name & Style, brand, business, website, domains, App and other digital or physical product or services is operated by the company M/s. Advantage Intellect Private Limited (herein after referred to as “Company”) a company incorporated under the Companies Act, 2013 and having its registered office at B403/404 Aadinath Palace, near Vasant Valley Complex, Khadakpada, Kalyan- West, District – Thane, Maharashtra State, India- 421301., who is the sole owner and of “SurveySpeaks” and governs this Terms & Conditions.
Please read this “Terms and Conditions” thoroughly along with Surveyspeaks “Privacy Policy” and other terms and policies available on SurveySpeaks website to understand SurveySpeaks terms, policies and practices regarding use of its services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you”, “your”, “customer”, “user” will refer to that organization
1 DEFINTIONS.
The terms “We” / “Us” / “Our” used in these “Terms and Conditions” refer to the “Company”.
The terms “You”/ “Your”/ “Yourself” document in these “Terms and Conditions” refer to the Users of the SurveySpeaks.
The term “Applicable Law” applicable laws, rules, regulations, circulars, orders or other instructions (having force of law) of any government, legal or judicial authority in the territory of the User.
“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with an entity.
“Customer” or “User” or “you” means the customer accepting this Agreement and identified on the cover page of this Agreement.
“Customer Data” means all data (including Personal Data and End User data) that is provided to SurveySpeaks by, or on behalf of, Customer through Customer’s use of the Services, and any data that third parties submit to Customer through the Services
“End Users” means Customer’s employees, agents, independent contractors, and other individuals authorized by Customer to access and use the Services.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trademark, trade secrets, domain names and other similar rights, whether registered or unregistered.
“Order Form” means an order form, sales order, purchase order, sales quote, or similar document referencing and made under this Agreement and signed by the parties.
“Personal Data” means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information (a "Data Subject"), within Customer’s control and which is stored, collected or processed within one of Customer’s SurveySpeaks End User accounts.
“Services” means the products and services offered by SurveySpeaks..
Some of our services may also have additional terms that apply. You should read all those applicable terms as well.
“SSTs” means service-specific terms that apply to specific Services located here and that are incorporated into and form a part of this Agreement.
“SurveySpeaks” means the SurveySpeaks entity defined in Section 14 (SurveySpeaks Contracting Entity).
2 SERVICES.
2.1 Provision of Services. SurveySpeaks will provide the Services to Customer in accordance with this Agreement, including any Order Forms and any applicable SSTs.
2.2 Order Forms. The parties may enter into Order Forms under this Agreement. Customer’s Affiliates may enter into Order Forms under this Agreement. Any such Order Form may be signed by SurveySpeaks or a SurveySpeaks Affiliate pursuant to the requirements. Any reference in the Agreement to “Customer” will refer to the Customer entity signing the Order Form and any reference in the Agreement to “SurveySpeaks” will refer to the SurveySpeaks contracting entity signing the Order Form. Each Order Form will incorporate the terms and conditions of this Agreement and will be a separate contract between the entities entering into the Order Form.
2.3 Third-Party Services. If Customer integrates the Services with any non-SurveySpeaks-provided third-party service (such as a third party’s service that uses an application programming interface (API)), Customer acknowledges that such third-party service might access or use Customer Data and Customer permits the third-party service provider to access Customer Data as required for the interoperation of that third- party service with the Services. Customer is solely responsible for the use of such third-party services and any data loss or other losses it may suffer as a result of using any such services.
3 SUBSCRIPTION SERVICES.
3.1 License and Term.
(a) License. Subject to the terms and conditions of this Agreement, SurveySpeaks grants Customer a non-exclusive, non-transferable worldwide right to access and use the Services during the subscription term.
(b) Subscription Term. The initial term of each subscription is specified on the Order Form. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to one year, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current subscription term.
(c) Subscription Units Added Mid-subscription. An Order Form may be used to add more subscription units (e.g. seats or packages) to a subscription during a subscription term. The per unit pricing for those additional subscription units will be as specified on the Order Form of the underlying subscription (or, absent such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are added. Any such additional subscription units will renew or terminate on the same date as the underlying subscription. Subscription units relating to a Service cannot be decreased during a subscription term for that Service.
4. SERVICE FEATURES.
4.1 Changes to Services. SurveySpeaks continually changes and improves the Services. SurveySpeaks will provide Customer with prior written notice if SurveySpeaks makes a change to the Service(s) resulting in a material decrease in core functionality used by SurveySpeaks’s general customer base. In such event, the parties agree to work together to minimize the impact of such change to Customer.
5 FEES AND PAYMENT.
5.1 Fees. Customer will pay to SurveySpeaks all applicable fees for the Services specified in each Order Form. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancellable, and fees paid are not refundable.
5.2 Subscription. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
SurveySpeaks may change the fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. SurveySpeaks will provide you with advance notice of any change in fees.
5.1 Fees for Services. You agree to pay to SurveySpeaks decided fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify SurveySpeaks of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
5.2 Invoicing and Payment Terms. Payment terms shall be specified in each Order Form. An invoice will be issued upon execution of the Order Form. Multi-year orders and renewals will be invoiced on an annual basis.
5.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, and use taxes). “Taxes” that may arise in connection with Customer’s purchases under this Agreement. If any such Taxes arise, Customer will pay such Taxes in addition to all other amounts payable under this Agreement, unless Customer provides SurveySpeaks with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no tax should be charged. If Customer is required by law to withhold any Taxes from its payments to SurveySpeaks, Customer must provide SurveySpeaks with an official tax receipt or other appropriate documentation to support such payments.
5.4 Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Order Form. Fee payments by Customer must be received by SurveySpeaks in the same currency as such fees were billed.
5.5 Overdue Fees. SurveySpeaks may charge Customer interest on overdue fees at the rate of 2% per month on the amount overdue. If any amount is overdue by thirty (30) days or more, SurveySpeaks may limit functionality or suspend provision of Services to Customer until such amounts are paid in full.
5.6 Overage Fees. Any overage fees incurred by Customer will be billed in arrears at the rate listed on the Order Form. The additional units will be charged at the per unit pricing for those additional units as specified on the Order Form for the underlying subscription (or, in absence of any such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are added.
6 CUSTOMER/USER OBLIGATIONS.
6.1 Customer/User Responsibilities
(a) User Account: You need to create a customer account with a secure password to use our Services. Don’t share your to passwords with anyone. You are responsible for anything that happens under your accounts. If someone fraudulently uses your account, you are responsible for their actions.
(b) Account Security: You are responsible for maintaining the confidentiality of your own passwords and any other credentials used by you to access the Services. You will use reasonable efforts to prevent unauthorized use of the Services and will terminate any unauthorized use of which you become aware of. You will notify SurveySpeaks promptly if you becomes aware of any unauthorized access to your accounts.
(c) End User Activities. Customer is responsible for ensuring that its End Users comply with this Agreement. Customer is responsible for the acts of its End Users and any activity occurring in its End User accounts.
(d) One Individual per Account. End User accounts and passwords may not be shared and may only be used by one individual per account.
(e) You are bound with our User Policy. You are not permitted to do any act like reverse engineering our software, hacking, copying, spamming, phishing, hate speech, pornography, bullying, and harassment etcetera.
(f) Minors. Minors are individuals under the age of 18 (or a below age criteria as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.
(6.2) User Content. You retain ownership of all of your intellectual property rights in your Content. SurveySpeaks does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
The Services display content provided by others that is not owned by SurveySpeaks. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. SurveySpeaks is not responsible for any actions you take with respect to your Content, including sharing it publicly. Under no circumstances will SurveySpeaks be liable for any Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such Content or other third-party content or materials. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
(6.3) Limited License to Your Content. You grant SurveySpeaks a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the SurveySpeaks privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of SurveySpeaks’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. However, SurveySpeaks otherwise has no obligation to monitor or review any content submitted by you.
(6.4) Representations and Warranties. You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party.
(6.5) Third Party Resources. SurveySpeaks may publish links in its Services to internet websites maintained by third parties. SurveySpeaks does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
(6.6) Copyright. All content included on SurveySpeaks website and mobile app, such as text, graphics, logos, button icons, images, video, audio clips and software, is the property of SurveySpeaks or its content suppliers and is protected by all U.S. and international copyright laws. The collection, arrangement and assembly of all content on this site is the exclusive property of the Company and is also protected by all U.S. and international copyright laws. Any reproduction, modification, distribution, transmission, republication, display or performance, of the content on this site is strictly prohibited.
You may not post, distribute, perform, display, transmit or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright or trademark infringement, please contact the editor with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted work(s) or trademark(s) that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the website or mobile application; (d) your address, contact number and email; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.
(6.7) Third Party Requests. The parties may from time to time receive a request from a third party for records related to Customer’s use of the Services, including information in a Customer End User account or identifying information about a Customer End User. Third Party Requests include search warrants, subpoenas, and other forms of legal process.
User/Customer is responsible for responding to Third Party Requests via its own access to the information, and will only contact SurveySpeaks if Customer is unable to obtain such information after diligent efforts. If SurveySpeaks receives a valid Third Party Request then, to the extent permitted by law, SurveySpeaks
(a) may inform the third party issuing such request that it should pursue the request directly with Customer; and
(b) will: (i) promptly notify Customer of the Third Party Request; (ii) cooperate, at Customer’s expense, with Customer’s reasonable requests regarding Customer’s efforts to oppose a Third Party Request; and (iii) after providing Customer with an opportunity to respond to or oppose the Third Party Request, SurveySpeaks may fulfil that request if SurveySpeaks determines that it is required or permitted by law to do so
6.8 Embankment. User/Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the India applicable to the Services. Customer will ensure that: (a) its End Users do not use the Services in violation of any export restriction or embargo by the Government of India; and (b) It does not provide access to a person or entity banned by the Government of India.
6.9 Suspension of Services. We can suspend our services for several reasons: (a) performing scheduled maintenance; (b) you violate our Uses Policy; (c) to prevent material harm to you, our other customers or to SurveySpeaks; (d) no activity for over 12monts; and (e.) if it is required by law.
SurveySpeaks will use reasonable endeavours to give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it or address the issue that has prompted SurveySpeaks to take such action. There may be some situations, such as security emergencies, where it is not practicable for SurveySpeaks to give such advance notice but we cannot guarantee this.
7 SECURITY AND PRIVACY
7.1 Security. The security of the data processed by SurveySpeaks is a top priority. SurveySpeaks has, considering the state of the art, cost of implementation, the nature, scope, context and purposes of the Services, and the level of risk, implemented appropriate technical and organizational measures to enable a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to Customer Data. At reasonable intervals, SurveySpeaks tests and evaluates the effectiveness of these technical and organizational measures for enabling the security of the processing.
While we take sufficient steps to make your personal data secured as much possible, no system or transmission of data over internet or any other public network or any system of data storage can be guaranteed to be fully secured. We cannot guarantee the security of our database, nor can we guarantee that third parties shall not unlawfully intercept or access transmissions or private communications, that information you supply will not be intercepted while being transmitted to us over the Internet. And, of course, any information you include in a posting to the discussion areas is available to anyone with Internet access. Therefore, although we work hard to protect your information, we do not promise, and you should not expect, that your personal information or private communications will always remain private
7.2 Security Incident. If SurveySpeaks becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data, SurveySpeaks will promptly, and in any event, as soon as reasonably practicable, notify Customer without undue delay. Such notification shall not be interpreted or construed as an admission of fault or liability by SurveySpeaks. SurveySpeaks will also reasonably cooperate with Customer with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any information reasonably requested by Customer in relation to any Security Incident.
7.3 Customer Privacy Obligations. Customer shall ensure and hereby warrants and represents that it is entitled to transfer the Customer Data to SurveySpeaks so that SurveySpeaks may on behalf of Customer, lawfully process and transfer the Personal Data in accordance with this Agreement. Customer shall ensure that relevant Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
7.4 Types Data Processing. The parties agree that the purpose and nature of the processing of Personal Data, the types of Personal Data and categories of Data Subjects are as set out in Appendix A.
7.5 Privacy. In the course of using the Services, you may submit content to SurveySpeaks (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. SurveySpeaks’s Privacy Policy, together with any Service-specific privacy Policies or statements (collectively, “SurveySpeaks Privacy Policy”), detail how we treat your Content and we agree to adhere to those SurveySpeaks privacy policies. You in turn agree that SurveySpeaks may use and share your Content in accordance with the SurveySpeaks privacy policies and applicable data protection laws. You also agree that you are responsible for notifying third parties who submit content to you through our Services about the SurveySpeaks privacy policies. Please read our Privacy Policy Carefully.
7.6 Confidentiality. SurveySpeaks will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the SurveySpeaks privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by SurveySpeaks); (b) was lawfully known to SurveySpeaks before receiving it from you; (c) is received by SurveySpeaks from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by SurveySpeaks without reference to your Content. SurveySpeaks may disclose your Content when required by law or legal process, but only after SurveySpeaks, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
8 INTELLECTUAL PROPERTY.
8.1 Customer/User IP. As between the parties, the Customer retains ownership of all Intellectual Property Rights in the Customer Data. This Agreement does not grant SurveySpeaks any licenses or rights to the Customer Data except for the following:
(a) Customer/User grants SurveySpeaks and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute Customer Data only for the limited purposes of providing the Services to Customer and improving the Services
(b) If Customer/User provides SurveySpeaks with feedback about the Services, SurveySpeaks may use that feedback and incorporate it into its products and services without any obligation to Customer.
8.2 SurveySpeaks IP. As between the parties, SurveySpeaks retains ownership of the Services and all related Intellectual Property Rights. No licenses or rights are granted to Customer by SurveySpeaks. This Agreement does not grant the User/Customer any right to use SurveySpeaks’s trademarks or other brand elements.
8.3 Customer Lists. SurveySpeaks may identify Customer by name and logo as a SurveySpeaks customer on SurveySpeaks’s website or and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
9 CONFIDENTIALITY.
While providing the Services to you, we both may need to share information that we do not want anyone else to know about. We both agree to follow these rules.
9.1 Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Customer’s Confidential Information includes Customer Data. SurveySpeaks’s Confidential Information includes the terms of this Agreement and any security information about the Services. Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.
9.2 Confidentiality. The Recipient will: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts; (b) use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfil the Recipient’s obligations under this Agreement; and (c) not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section. The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.
9.3 Return or Destruction of Confidential Information. Upon the termination or expiration of the Agreement and all Order Forms under the Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices
10 WARRANTIES.
10.1 Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws and regulations applicable to its provision or use of the Services.
We make no warranty that: the Services will meet your requirements, the Services will be uninterrupted, timely, secure, or error- free, the results or information that may be obtained from the use of the Services will be accurate or reliable, any errors in the technology will be corrected.
Any material downloaded or otherwise obtained through the use of SurveySpeaks is done at your own discretion and risk and we are not responsible for any damage to your computer system or loss of data or any other losses that results from the download of any such material. To the extent that any part of this section is not consistent with any other part of these terms, then this section will prevail.
10.2 Disclaimers. SURVEYSPEAKS MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SURVEYSPEAKS DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11 INDEMNIFICATION.
11.1 You agree to indemnify and hold harmless the Company, its owners, licensees, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from and against, any and all suits, actions and proceedings, claims, liabilities, losses, damages, costs and expenses, including reasonable outside attorneys’ fees, arising directly or indirectly in connection with: your violation of any law, regulation or order of any government or judicial authority; or any act, omission, fraud, negligence or default or the breach of any of Your obligations or representations under these Terms and Conditions or any other agreement / policy between You and the Company; or any infringement of any intellectual property rights of the Company or any third-party.
11.2 You will indemnify and hold harmless Company and its Directors, affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
11.3 Potential Infringement. If SurveySpeaks believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then SurveySpeaks may: (a) obtain the right for Customer, at SurveySpeaks’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If SurveySpeaks does not believe that the foregoing options are commercially reasonable, then SurveySpeaks may suspend or terminate Customer’s use of the impacted Services and provide a pro rata refund of any fees prepaid by Customer applicable to the period following the termination of such Services.
12 Disclaimers and Limitations of Liability
12.1. Disclaimers. While it is in SurveySpeaks’s interest to provide you with a great experience when using the Services there are certain things we do not promise about them. We try to keep our Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND COMPANY DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
12.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, SIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SURVEYSPEAKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limited time to bring your claim. You and the Company agree that any cause of action arising out of or related to use of the Site or the Services must commence within one (1) year after the cause of action accrues otherwise, such cause of action will be permanently barred.
12.4 Limitation of Liability. Without prejudice to the generality of the foregoing, in case the Company is held to be liable to for any damages under Applicable Law, then the liability of the Company will be limited to fees or other consideration paid by the Customer/User for availing the Services from the Company
12.5 Violations of these terms and conditions. Company may disclose any information Company has about you (including your identity) if Company determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Company rights or property, or the rights or property of visitors to or users of the Services, including company’s customers. Company reserves the right at all times to disclose any information that Company deems necessary to comply with any applicable law, regulation, legal process or governmental request. Company also may disclose your information when Company determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that Company may preserve any transmittal or communication by you with Company through the Services or any service offered on or through the Services, and may also disclose such data if required to do so by law or Company determines that such preservation or disclosure is reasonably necessary to (1) comply with legal processes, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Company, its employees, users of or visitor to the Services, and the public. You also agree that any violation by you of these Terms and Conditions will constitute an unlawful and unfair business practice, and will cause irreparable harm to Company, for which monetary damages would be inadequate, and you consent to Company obtaining any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity.
If Company does take any legal action against you as a result of your violation of these Terms and Conditions, Company will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the Company. Alliance.
In case of any non-compliance or violation of these Terms and Conditions, the Company has reserve the right to terminate Services of the User/Customer of SurveySpeaks and remove any and all non-compliant information from the Website immediately. You agree that Company will not be liable to you or to any third party for termination of your access to the Services as a result of any violation of these Terms and Conditions.
13 TERM AND TERMINATION.
13.1 Term of Agreement. The term of this Agreement starts on the Effective Date and shall remain in effect until either party terminates upon 30 days’ written notice to the other party.
If either of us commits a serious violation of this contract and does not fix it within 30 days, the innocent party may terminate this Agreement
13.2 Termination for Cause. A party may terminate this Agreement (including all related Order Forms):
(a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or
(b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors
If there are any Order Forms still in effect, then this Agreement won’t terminate until all Order Forms have expired or been terminated.
13.3 Consequences of Termination of Agreement. If this Agreement terminates, any Order Forms in effect will remain in effect in accordance with their terms (including the terms of this Agreement that are incorporated by reference), but no new Order Forms may be entered into under this Agreement.
13.4 If an Order Form is terminated for convenience by Customer, Customer will remain liable to pay the full subscription fee, unbilled and unpaid fees outstanding on the effective date of termination of that Order Form. SurveySpeaks will invoice, and Customer will pay.
13.5 Survival. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the
14 SURVEYSPEAKS CONTRACTING ENTITY.
15 GENERAL.
15.1 Modification. Company reserve the right, at Our sole discretion, to change, modify, add or remove portions of these “Terms and Conditions”, at any time without any prior written notice to You. It is Your responsibility to review these Terms and Conditions periodically for updates / changes. For certain changes, We may be required under Applicable Law to give You advance notice of any change(s) to the Terms and Conditions. Your continued use of the Website following the posting of changes will mean that You accept and agree to all changes or modifications.
Neither of us can transfer these obligations to someone else without the other party’s writing permission. However, if we get acquired or sell this business, we can transfer these terms or our obligations under these terms without
15.2 Assignment. This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party; provided, however, that the sale of substantially all of the assets of a party (or any of its subsidiaries) or its acquisition by or merger into another company, shall not be deemed an assignment of this Agreement by such party. This Agreement shall benefit and be binding upon the successors and assigns of the parties hereto
15.3 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.
15.4 Entire Agreement. This Agreement (including, any documents incorporated herein by reference to a URL or otherwise, Our Privacy Policy and the other Terms & Policies available on Surveyspeaks website and any Order Form), constitutes the entire agreement between Customer/User and SurveySpeaks and it supersedes any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you, or in Customer’s procurement, invoicing, or vendor onboarding portal do not apply to the Services, do not override or form a part of this Agreement, and are void.
15.5 Force Majeure. Neither Company nor Customer will be liable for any delay, inadequate performance or failure to perform any obligations under this Agreement (except for a failure to pay fees) to the extent caused by a condition (including, but not limited to, natural disaster, act of war or terrorism, earthquake, pandemic or health crisis, riot, governmental order, action or inaction, denial of service attack or utility or internet service provider failure, delay or disturbance) that was beyond the party’s reasonable control.
15.6 Independent Contractors. The relationship between SurveySpeaks and User/Customer/Associates is that of independent contractors, and not legal partners, employees, joint ventures, or agents of each other.
15.8 Notices.
(A) Notices to SurveySpeaks. Notices to SurveySpeaks must be sent to Company at B403/404 Aadinath Palace, near Vasant Valley Complex, Khadakpada, Kalyan- West, District – Thane, Maharashtra State, India- 421301. marked to the attention of the Legal Department, with a copy to info@advantageintellect.com. Except as otherwise set forth herein, any Leagal Notice to the Company must be sent by courier or registered postal mail with acknowledge requested to the address specified in
Email is sufficient for providing non legal communications to Company (which will be without prejudice and will not be valid as a record or proof for any legal proceedings.) Customer may grant approvals, permission, extensions, and consents by email.
(B) Notices to Customer. Notices to Customer may be sent to the email address associated with Customer’s designated primary administrator for the relevant Service (“Primary Admin”). Billing- related notices (including notices of overdue payments) may be sent to the relevant billing contact designated by Customer. If Customer has provided contact details for legal notices on the cover page of this Agreement, any Non-Routine Legal Notices will be provided to such contact instead, with a copy to the email address associated with Customer’s Primary Admin
(C) Keep Contact Details Current. You are responsible to keep your contact details associated with your user accounts and billing contacts current and accurate and notify SurveySpeaks in writing of any changes to such details.
15.9 Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the applicable SSTs.
15.10 Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms & conditions will remain in full effect. The Company will substitute for the invalid or unenforceable provision a valid and legally enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the provision, which is invalid or unenforceable.
15.11 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
15.12 Language. This Agreement is prepared and written in English language and same may be used for Company’s website, Terms and Conditions, Policies, procedures, guidelines, communications, notices etc. Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding
15.13 Grievance Redressal. Any complaint or concern regarding the SurveySpeaks, reporting any misuse of laws or violation of these terms and conditions may be addressed to the designated Grievance Redressal Officer of the Company.
15.14 No Waiver.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later
15.15 Governing Law and Jurisdiction. This Agreement (Terms and Conditions), the Services and the relationship between User/Customer and the Company shall be governed in accordance with the Laws of India. The Honourable Court at Thane – Maharashtra only shall have the jurisdiction to entertain and try any claims, dispute and/ or difference arising out of or in connection with the terms of this Agreement