1. The Services
The Service provided by SoGoSurvey enables the Customer to create individualized surveys, questionnaires and associated services (“Surveys”) containing images, videos and other rich media content. The Services allow you to send surveys to certain individuals (the “Survey Participants”) and to analyze their responses. The Service also includes creation and distribution of electronic messages by Customer for electronic distribution of these Surveys. We may add new features, bug fixes and enhancements from time to time, and any new feature, enhancement, addition, change or upgrade to the current Service shall be subject to the terms and conditions set forth in the Agreement. We may, from time to time, retire old features. If after any upgrade, you prefer a retired feature, SoGoSurvey may, in its sole discretion and without any obligation to do so, provide the retired feature to you.
You agree to fulfill the obligations outlined in this Agreement, including the obligations to administer, create, and distribute the Surveys, and to ensure that your use of the SoGoSurvey Services does not violate any law, including any law against spamming, as more further detailed in our Anti-Spam Policy .End Users shall not use the Site or the Services in any other manner or to violate any intellectual property rights of SoGoSurvey, and shall use the Services in accordance with all applicable copyright laws and any notices provided by SoGoSurvey.
SoGoSurvey will not edit, review, monitor, or disclose the contents of, or responses to, any Survey created or sent by End User or a Survey Participant to any third-party recipient without End User’s prior consent, except in any of the following cases:
- In order to enforce this Agreement;
- If it is required by the law;
- In compliance with legal authorities or during any legal proceeding or investigation;
- In order to rectify any technical or programming issue, in any Survey reported by the End User;
- To respond to any claim that, in SoGoSurvey’s sole discretion, a Survey, or any of its contents, whether in a Survey or a response to such a Survey, violates the rights or interests of any third party or violates the Agreement; and
- To protect the rights, tangible or intangible, of SoGoSurvey, its licensors or any other third party.
3. User Accounts and Security
For your ease of use, when you begin to use the Services, you will be able to create your own user names and passwords to create an account with SoGoSurvey. You are solely responsible for any and all activity that occurs within your account including, but not limited to, the content of all Surveys and communications sent through the Service from your account. Also, you are solely responsible for maintaining the confidentiality and security of your account and password. At your sole discretion, you may change your password at any time by following the instructions provided on the SoGoSurvey Site. If you learn of any unauthorized use or any breach of security in your account, user names or passwords, you must notify SoGoSurvey immediately.
4. Licensed Rights
SoGoSurvey grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and compose, send, read, print, save as well as forward electronic content and messages. End User is also granted the limited right to modify, alter, and copy Surveys for End User’s own internal business purposes, and solely in accordance with the terms and purposes expressly authorized in this Agreement.
The End User hereby agrees to access and use the Service solely for its intended purposes as stated in the Agreement, and is hereby prohibited from utilizing the Service for any other purpose or to alter the Services in any way, including, but not limited to, removing or deleting any notices relating to SoGoSurvey’s intellectual property rights. The licensed rights prohibit the collection or use information contained on the Site or collected through the Service for any purpose not expressly provided for in the Agreement, including, but not limited to compete with SoGoSurvey, create derivative works, reverse engineer, download, copy, distribute, or publicly perform the Service. In addition, you shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, sub-license, or transfer any portion of the Surveys or the Service. End User’s right to use SoGoSurvey is personal, and shall be limited to non-commercial purposes only and not for re-sale. Portions of the Services maybe provided by our third-party licensors, and as such, you shall apply the same restrictions contained in the Agreement to the use of any third-party services that we rely on or incorporate into the Services. SoGoSurvey may revoke the rights granted in this license for any use that exceeds the terms herein.
End User shall pay the fees for the Services listed in any Sales Order Form. All Sales Order Forms are non-cancellable and non-refundable. Failure to pay any invoice within fifteen (15) days of the date of any invoice shall be a material breach of the Agreement that entitles SoGoSurvey to immediately terminate this Agreement, including access to the Services. You are responsible for the payment of all sales, use and other taxes, except those on SoGoSurvey’s income. All payments are to be made in United States dollars.
5. Creative Control Responsibilities
The SoGoSurvey platform is designed to allow you flexibility and creative control of the Surveys and the survey process. Accordingly, you are responsible to perform at least all of the following functions:
- Create and administer the Surveys through the Site.
- Create a distribution list of email recipients for each Survey (a “Distribution List”) and upload the Distribution List onto the SoGoSurvey platform either manually or through a pointer to your own database;
- Ensure that you have the right to send emails to each address on the Distribution List;
- Maintain the Distribution List including the obligation to remove from the Distribution List all names and email addresses as requested by Survey Participants;
- Provide: (a) the name of one of your employees or (b) a company e-mail address that will appear in the “Sender” column of any Survey Participant’s email message. The email messages sent from the Services are delivered from SoGoSurvey servers; however the “Sender” name or email address will be listed;
- Ensure that you are authorized, and you hereby represent and warrant that you are, to use the name and/or the email address of the “Sender”; and
- Provide and maintain an accurate company profile on the Site, including up-to-date contact information.
6. How Is Information Protected?
By accessing or using the Service, you shall not utilize the Service for any purpose that violates any law or is prohibited by the terms and conditions in the Agreement. The Service provided by SoGoSurvey makes use of the Internet to conduct online surveys, compose, send and receive electronic messages; therefore, each End User’s conduct is subject to all Internet laws, regulations, policies and procedures. By utilizing the Services, you shall not engage in any unlawful or unethical activities through your use of the Services, including, but not limited to:
- Sending unsolicited surveys;
- Defamation, libel, slander, abuse, harassment, stalking, embarrassment, threatening acts or otherwise violate the legal rights of any third party;
- Publish or distribute inappropriate, profane, vulgar, defamatory, infringing, obscene, adult-oriented, pornographic, torturous, indecent, unlawful, immoral or otherwise objectionable material;
- Harm minors in any way, form or manner;
- Harvest or collect any information about any third party, including, but not limited to, e-mail addresses, without consent of such third party;
- Record conversations or communications between or among any other third parties without the consent of such third parties;
- Create false identities for the purpose of misleading any third party as to the identity of the sender of any message or to manipulate the origin of any communication, or hide the identity of the Sender;
- Transmit or upload any content or materials that contain viruses, Trojan Horses, worms, bots or any other harmful or destructive programs, or transmit any links that violate this Agreement;
- Transmit or upload any content or materials that contain software, or content that is protected by the intellectual property rights, including, but not limited to, copyright, trademark and patent rights, rights of privacy or publicity, or any other applicable law, unless you are the owner of such rights thereto or have received all necessary consents by the respective owners of such rights;
- Transmit or upload any content or material that would encourage conduct that could constitute a criminal offense, civil liability or otherwise violate any applicable local, state, federal or international law, regulation or policy;
- Interfere with, disrupt or manipulate the Services, its networks or servers, or violate the regulations, policies and procedures of such networks and servers;
- Gain or attempt to gain unlawful or unauthorized access to the Service or accounts, systems and networks connected to the Service by password mining or other unauthorized means;
- Violate any applicable laws, policies or regulations, including, but not limited to, laws relative to the transmission of data or software exported from the United States of America through the Service or any other applicable local, state, federal and international law and regulation;
- Interfere with any individual, entity, or any other third party’s use and enjoyment of the Service;
- Use the Service to advertise or promote any illegal activities, for the furtherance of illegal purposes, gambling, to promote the use of alcohol, firearms or tobacco products.
- Use the Service to send electronic mail transmissions to any third party that include links to any web site that violates the terms and conditions set forth in this Agreement; or
- Engage in any other conduct, activity or behavior that, in SoGoSurvey’s sole and exclusive discretion, is considered unauthorized, illegal, immoral or objectionable.
7. Use of Service and Storage Limitations
SoGoSurvey may, in its sole discretion, establish and enforce general practices, policies and limitations with regard to your use of the Service, including, but not limited to:
- The maximum number of day(s) for which your survey, survey invitations, survey responses, saved reports, electronic mail invitations, and other uploaded content will be stored by the Service;
- The maximum number of surveys, survey questions, and survey invitations that you may be allowed to conduct or create through the Service;
- The maximum size of surveys and any electronic mail messages that may be sent or received through your account through the Service;
- The maximum disk and/or server space that will be allotted to you on SoGoSurvey’s servers for your use of the Service; and
- The maximum number of instances and duration which you may access the Service in a given period of time.
- Use of the Services for the following types of accounts shall be limited as follows:
- Basic or Free Accounts: up to a maximum of 100 email invitations.
- Paid Accounts shall have up to a maximum of the following per day email limitations:
- Plus: 1000;
- Pro: 10,000; and
- Enterprise: 35000.
The amount of storage on SoGoSurvey’s server allotted to you for your use of the Service is limited; however, additional storage space may be available to you upon payment of additional fees. SoGoSurvey shall not be held liable for the deletion of Surveys, survey questions, survey invitations, or survey responses and other content that are not processed or recorded due to space limitations or other participation, or technical limitations. SoGoSurvey reserves the right to log an account off if an End User has been inactive for an extended period of time, at the sole discretion of SoGoSurvey. SoGoSurvey further reserves the right to modify, add to or otherwise change these practices, policies and limitations at any time, with or without notice to you, at its sole discretion.
8. Use of Service and Storage Limitations
End Users shall abide by our Anti-Spam policy, located at https://www.sogosurvey.com/anti-spam-policy/. End Users that reasonably believe that any other End User is using the Service for Spamming purposes, you hereby agree that you will promptly notify SoGoSurvey of any such violation.
SoGoSurvey represents and warrants that the Services will be provided in a workmanlike manner that conforms to industry standards. Except for the warranty above, SoGoSurvey expressly disclaims all other warranties, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement and quiet enjoyment. You understand that SoGoSurvey is dependent on certain third parties and on matters outside its control when delivering the Services. For these reasons, SoGoSurvey makes no warranty that the services will be uninterrupted, timely, secure, virus-free, error-free, free from black-outs or brown-outs, accurate or reliable. Any material or data obtained or downloaded through the Services, including Surveys, and Survey responses are provided “AS-IS” and is done at your own risk. You are solely responsible for any damage caused by such material, including any loss of data or damage to your computer system.
You acknowledge and agree that SoGoSurvey provides a platform from which you may communicate with your customers, employees and other constituents. We do not control what and how your survey participants communicate. You are solely responsible to evaluate the accuracy, reliability, completeness and usefulness of any Surveys, Survey responses, Survey results and similar materials.
10. Limitation Of Liability
SoGoSurvey’s liability for any and all damages under the Agreement is limited to direct monetary damages, the aggregate amount of such damages shall not, in any event, exceed an amount equal to the aggregate fees paid by End User related to the Survey that gave rise to the damage. SoGoSurvey shall not be liable for the procurement of substitute services or any indirect, consequential, or special damages including, without limitation, lost profits, revenue, data, or use, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose. The End User acknowledges that SoGoSurvey has set its prices and entered into this agreement in reliance of the warranties disclaimed and limitation of liability herein, and that the same form an essential basis for the bargain between the parties. End User shall defend, indemnify and hold harmless SoGoSurvey, our subsidiaries, affiliates, officers, and employees, from any and all claims, demands and damages (including reasonable attorneys’ fees and cost), due to or arising out of this Agreement and the Services including, but not limited to: (a) End User’s breach of any representation, warranty, covenant or obligation under this Agreement; (b) End User’s acts or omissions related to the Agreement; and (c) any Survey Participant’s act or omission.
11. Intellectual Property
As between SoGoSurvey and you, SoGoSurvey owns all right, title and interest in the Services, and SoGoSurvey logos, trademarks, template, tutorial, sample questions and questionnaires, and other materials created by SoGoSurvey (“SoGoSurvey Intellectual Property”). You may use the SoGoSurvey Intellectual Property only with the Services and for non-commercial use, and not in any other way. You own all right, title and interest in your logos and trademarks, the survey responses, and the survey questions so long as they are not derived from SoGoSurvey Intellectual Property. You grant SoGoSurvey a limited, nonexclusive license to reproduce, distribute, display and use any Client Content and Client intellectual property as necessary to perform its obligations under this Agreement. You also grant SoGoSurvey a non-exclusive, irrevocable, royalty-free right to use your company name and logo in SoGoSurvey marketing materials and Client lists, including on the SoGoSurvey website, anytime during or up to three years after termination of Client’s use of the Services, without additional notice. You also waive any and all moral rights relating to our use of Client Content’s for marketing purposes. You agree not to remove and to always include any and all copyright and intellectual property notices attached to SoGoSurvey Intellectual Property, including all templates. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without express, prior authorization from SoGoSurvey.
If a third party makes a claim against either you or SoGoSurvey that any information, design, specification, instruction, software, date, hardware, or material (“Material”) furnished and used by you infringes its intellectual property rights, then you must indemnify the SoGoSurvey against the claim if the SoGoSurvey notifies you in writing not later than thirty (30) days after the SoGoSurvey receives notice of the claim. If SoGoSurvey believes or a determination is made that any of the Material may have violated a third party’s intellectual property rights, SoGoSurvey may, in its sole discretion, obtain the right to continue using the Material, replace or modify the Material to be non-infringing (while substantially preserving its utility or function), or if such remedies are not commercially reasonable, remove all infringing portions of the Material. If you are the source of the infringement and such removal materially affects the SoGoSurvey’s ability to meet its obligations under this Agreement, SoGoSurvey may at its option terminate this Agreement. If SoGoSurvey’s Service is found to be infringing, and the removal of infringing Material materially affects our ability to meet any obligations under this Agreement, SoGoSurvey, at its option, may terminate this Agreement upon thirty (30) days written notice. If SoGoSurvey provided any infringing Material and must terminate the Services to remedy the infringement, you may be entitled to receive a refund for any fees paid by for the infringing Services. SoGoSurvey shall not have any liability for infringement if the alleged infringing Material is based on (a) Material altered by you or someone other than SoGoSurvey; or (b) for use of the Material is within the intended scope of use.
SoGoSurvey shall indemnify you, up to the value paid for any Services that are found to be infringing, but only if: (a) you provide written notice of the allegation within 30 days of receipt, and did not have prior knowledge of the infringement allegation; (b) you did not alter the Material that was found to be infringing; (c) you are using the latest version of the Services, and the infringement claim could not have been avoided by using a newer version available to you; and (d) you discontinued the use of the Service after receipt of a notice of alleged or actual infringement from a third-party or SoGoSurvey. SoGoSurvey shall not indemnify you for an infringement claim that is based upon any information, design, specification, instruction, software, data, or material not directly provided by SoGoSurvey. SoGoSurvey shall not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by SoGoSurvey. This section states the your sole and exclusive remedies and liability for any intellectual property rights infringement or misappropriation claims and damages.
12. Confidential Information
We both acknowledge that in the course of working together, each of us may be provided with the Confidential Information (as defined below) of the other. Unless required by law, we both agree that we shall not make each other’s Confidential Information available in any form to any third party or use each other’s Confidential Information for any purpose other than to implement the Services that you subscribe to. Notwithstanding the above, SoGoSurvey may share your Confidential Information with agents acting on our behalf in the fulfillment of our obligations under this Agreement, so long as such agent has executed a confidentiality agreement protecting your Confidential Information with at least the protections outlined in this Agreement. If any party is required by law to disclose the Confidential Information of the other, the party making such a disclosure will provide the disclosing party with reasonable notice of its intent to comply and provide all reasonable cooperation in assisting the owner of the Confidential Information to minimize the disclosure. “Confidential Information” means any information disclosed by one party to the other marked “confidential” or disclosed under circumstances that would lead a reasonable person to conclude that the information is confidential. The following types of information shall be considered Confidential Information: the terms and prices negotiated by you for the Services, any software or documentation related to the Services that is non-public; SoGoSurvey sample questions and templates, trade secrets, technical know-how, inventions, educational materials, product development plans, pricing, marketing plans, client lists, your email distribution lists and all survey responses from your surveys. Confidential Information does not include information that: (i) is or becomes publicly available through no act or omission of the party receiving the Confidential Information; (ii) was in the receiving party’s lawful possession prior to the disclosure; or (iii) is lawfully disclosed to the other party by a third party without restrictions on non-disclosure obligations.
13. End User Obligations
By accessing, using or registering for the Service, you shall:
- Comply, at all time, with all terms of the Agreement;
- Provide true, accurate, complete and current user information as requested by SoGoSurvey at any time;
- Promptly and regularly update your user information to maintain it’s accuracy and completeness;
- Provide for your own access to the Internet and pay any fees or costs relative to such access that is required to access the Service;
- Provide all necessary equipment and materials necessary for you to make such connection to the Internet in order to access, use and register for the Service. By providing any user information that is untrue, inaccurate, incomplete or not current, SoGoSurvey reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service, in whole or in part, by you. On occasion, we may ask you to verify your authorization to email your distribution list.
SoGoSurvey holds no obligation to monitor the Service, your use of the Service or to store the content of any end user session. However, SoGoSurvey reserves the right to monitor, review, retain, store or disclose any information or content as necessary, at any time, in conjunction with any applicable law, regulation, policy, legal processor government or police request, or to enforce the Agreement, at the sole discretion of SoGoSurvey. You hereby agree that SoGoSurvey shall be held harmless from any liability for any such monitoring, lack of monitoring, review, lack of review, retention, lack of retention or disclosure of content or information as described herein.
15. Unsolicited Submissions
SoGoSurvey will not accept, review or consider any suggestions, ideas, notes, drawings, diagrams, concepts or other information (hereinafter referred to as “Information”) from any End User or other third party, other than those it has specifically and expressly solicits, and SoGoSurvey therefore requests that any End User or other third party refrain from sending any such Information to SoGoSurvey. If any End User or other third party elects to send any suggestion, idea, note, drawing, diagram, concept or other information, any such Information shall be deemed non-confidential and the property of SoGoSurvey. End User hereby assigns and transfers all Intellectual Property Rights in and to the Information to SoGoSurvey, and End User further agrees to reasonably and promptly effectuate the assignment described herein by executing all applicable instruments and documents now or hereafter requested by SoGoSurveythatare necessary to effectuate the assignment, as well as perform any other reasonable act deemed necessary by SoGoSurvey to fully transfer ownership of the Information to SoGoSurvey to the fullest extent possible. During any such transfer of ownership of Information from End User to SoGoSurvey, SoGoSurvey is not responsible or liable to provide compensation to End User in any way, form or manner for the transfer or assignment of Intellectual Property Rights in and to the Information, nor is SoGoSurvey subject to any confidentiality policies on behalf of the End User regarding the Information and, therefore, shall not be liable or owe any compensation to End User for any use and/or disclosure of the Information.
16. User-Submitted Content
You, as End User, have the sole and exclusive responsibility for any content, data, text, software, music clips, sound, video, photographs, graphics, messages, files or other material that is transmitted, posted or otherwise distributed by you through the Service (hereinafter referred to as “End User Content”), including, but not limited to, the contents of your electronic mail communications, photographs posted by you on the SoGoSurvey Site or through the Service. As such, you assume sole liability for all End User Materials posted by you, whether publicly or privately posted and/or transmitted. SoGoSurvey is not responsible and holds no liability relative to monitoring the End User Content provided through the Service, and does not warrant, guarantee or represent, in any way, the accuracy, quality and/or integrity of the End User Content. By utilizing the Service, you as an End User or Survey Participant acknowledge that you may be exposed to content or other materials submitted by third parties or other users that may be offensive, indecent or otherwise objectionable, and that SoGoSurvey is held harmless from any liability resulting or arising out of same. Likewise, SoGoSurvey shall not be held liable for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content transmitted through the Service.
You shall indemnify and hold SoGoSurvey, it’s subsidiaries, affiliates, officers, agents, representatives, successors, members, principals and other partners and employees harmless from any loss, liability, claim or demand, including reasonable attorney’s fees, relating to your use of the Site and that arise from your breach of the Agreement and any breach of your representations, obligations, and warranties set forth above, including any violation of your obligations and the prohibitions stated in Section 6 above. SoGoSurvey reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any matter without the written consent of SoGoSurvey.
18. Cancellation Policy
Since we are a month-to-month service, you may cancel your account at any time. Your subscription fee is prepaid, so we simply require that you cancel prior to your monthly renewal date or you will be charged your next month’s subscription fee. We do not prorate or refund any Service.
All cancellations must be done through your account. Upon receipt, we will schedule your account for cancellation. Your account will remain accessible and active up until the day before your renewal date. At that time, SoGoSurvey will permanently cancel and delete from our system all your data including surveys, survey invitations and responses etc. You are responsible for downloading and accessing any information prior to the cancellation of the Service. Please note that until you request cancellation through your account, your account will be charged monthly for your subscriptions fee. Inactivity in your account will not constitute a cancellation. End Users should download all information desired prior to the end of their subscription, in order to have access to their information, post-termination.
Due to updates and data limitations, SoGoSurvey reserves the right to modify and/or discontinue the Service, whether temporarily or permanently, with or without notice to End User, and SoGoSurvey shall not be liable to you or any third party for any such modification and/or discontinuance of the Service. SoGoSurvey further reserves the right to make revisions, modifications, additions, deletions or any such changes to this Agreement at its sole discretion, at any time, with or without notice to its End Users.
20. Jurisdiction and Dispute Resolution
The Agreement and the relationship between Client and SoGoSurvey shall be treated as if entered into and executed in the Commonwealth of Virginia and shall be governed and construed in accordance with the laws of the Commonwealth, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act shall not be applicable. You agree to submit to personal and exclusive jurisdiction and venue of the courts serving Fairfax County, Virginia. You agree that in the event of any dispute between you and SoGoSurvey, you shall first try to resolve the dispute directly with SoGoSurvey, and thereafter, through arbitration. Any disputes unresolved by arbitration may then be brought in a court of competent jurisdiction in Fairfax County, Virginia, and claims shall not be joined as a class action suit.
21. General Provisions
The Agreement is the entire and only agreement between us and supersedes any prior or other understandings. The terms of the Agreement may be changed only by a written amendment. The failure by SoGoSurvey to enforce any right or provision of the Agreement shall not constitute a waiver of that provision or any other provision of the Agreement. If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Agreement shall remain in full force and effect. SoGoSurvey shall not be liable for any delay or failure under this Agreement if the delay or failure is due to any cause beyond our control including restrictions of law or regulations, labor disputes, acts of God, if you have insufficient or inadequate bandwidth or technology, general Internet brown-outs, black-outs or slowdowns, emergency and ordinary maintenance of the Site, any “hacking” or any “denial of service” activity. You may not assign or otherwise transfer this Agreement by operation of law or otherwise without SoGoSurvey’s prior written consent. Any entity that acquires, merges with, or otherwise combines in any manner with your company shall not have any rights under this Agreement without prior notice and a valid subscription.