Terms of Service

1. THE SERVICE.

1. Use of the Service. During the Term (as defined in Section 10.1) Customer, and any individual who uses the Service on Customer's behalf or through Customer's account or passwords (a “User”), may access and use the Service pursuant to the terms of any outstanding Subscription, including such features and functions as the Subscription requires.

2. PAYMENT.

1. Subscription Fees. Customer shall pay Provider the fee set forth in each Subscription (the “Subscription Fee”) for each Term.

3. CUSTOMER DATA.

1. Definition. “Customer Data” means all information processed or stored through the Service by Customer or on Customer's behalf, including but not limited to any data, information, or content you provide or generate while using the Services, including but not limited to the questions, responses, and interactions between Customer and the Service.
2. Use of Customer Data. Provider shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the Service; or (b) give Customer Data access to any third party, except Provider's subcontractors that have a need for such access to facilitate the Service. Further, Provider: (c) shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (d) shall comply with all applicable laws that are applicable both specifically to Provider and generally to data processors in the jurisdictions in which Provider makes the Service available. By using the Service, you grant us an exclusive- non-revocable, worldwide, royalty-free and fully paid up license to use, display, reproduce and perform all acts with respect to User Data. You acknowledge and agree that we may use User Data to improve, enhance, and develop new features for our Services. This may include, without limitation, using User Data for analytics, machine learning, product development, and other purposes related to the improvement and expansion of our Services.
3. De-Identified Data. Notwithstanding the provisions above of this Article 4, Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Customer Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.)
4. Required Disclosure. Notwithstanding the provisions above of this Article 4, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense.
5. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
6. Data Accuracy. Provider shall have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Customer Data and any other data uploaded by Users.

4. CUSTOMER'S RESPONSIBILITIES & RESTRICTIONS.

1. Acceptable Use. Customer shall not: (a) use the Service in any way to facilitate or allow third parties to exploit the Service; (b) provide Service passwords or other log-in information to any third party; (c) share non-public Service features or content with any third party; (d) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service; or (e) engage in web scraping or data scraping on or related to the Service, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.
2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.
3. Compliance with Laws. In its use of the Service, Customer shall comply with all applicable laws.
4. Users & Service Access. Customer is responsible and liable for: (a) Users' use of the Service, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Service through Customer's account, whether authorized or unauthorized.

5. IP & FEEDBACK.

1. IP Rights to the Service. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer any intellectual property license or rights in or to the Service or any of its components, except to the limited extent that such rights are necessary for Customer's use of the Service as specifically authorized by this Agreement.
2. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer, or its Users give Provider, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Provider's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer's trade secret or Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider's products or services.)

6. CONFIDENTIAL INFORMATION

1. Definition. “Confidential Information” means, without limitation, any proprietary information, customer information, product plans, inventions, technical data, trade secrets, know-how, the terms of this Agreement, Customer Data, or other business information, in each case disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing hereunder.
2. Non-Use and Non-Disclosure. The Recipient shall not disclose such Confidential Information to any third party and protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
3. Exclusions. The obligations with respect to Confidential Information shall not apply with respect to Confidential Information Recipient can demonstrate: (i) is now or becomes publicly available through no fault of Recipient; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at any time, independently developed by Recipient without use of Discloser's Confidential Information.

7. REPRESENTATIONS & WARRANTIES.

1. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Service; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
2. Warranty Disclaimers. CUSTOMER ACCEPTS THE SERVICE “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

8. INDEMNIFICATION.

1. Indemnification. Customer shall defend, indemnify, and hold harmless Provider against any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Service.

9. LIMITATION OF LIABILITY.

1. Dollar Cap. PROVIDER'S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
2. Excluded Damages. EXCEPT FOR A BREACH OF SECTION 6 OF THIS AGREEMENT,, IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10. TERM & TERMINATION.

1. Term. This Agreement (the "Agreement") shall be effective as of the Effective Date ("Effective Date") and will remain in effect for the period stipulated in the Subscription (the "Term"), unless otherwise terminated as provided in this Agreement.
2. Addition and Reduction of Users. In the event additional users are added to the Subscription during the Term, an additional fee will be incurred. The calculation for this additional fee shall be prorated based on the current monthly or annual rate, depending on the subscription model, for the number of days remaining in the current Term. Once added, users cannot be decreased or removed from the Subscription during the current Term.
3. Auto-Renewal.
   1. Monthly Subscriptions. For Subscriptions on a monthly basis, the Term will automatically renew for successive one-month periods at the end of each month unless and until either Party gives the other Party written notice of termination at least 7 days prior to the end of the current Term in accordance with this Agreement.
   2. Annual Subscriptions. For annual subscriptions, the Term will automatically renew for successive one-year periods at the end of each annual Term unless and until either Party gives the other Party written notice of termination at least 30 days prior to the end of the current Term in accordance with this Agreement.

11. MISCELLANEOUS.

1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.
2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party's reasonable control.
3. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider's express written consent. Except to the extent forbidden in this Section 11.3, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
6. Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties or the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Santa Clara County.
7. Conflicts. In the event of any conflict between this Agreement and any Provider policy posted online, the terms of this Agreement will govern.
8. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
9. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.