Understand Your Rights and Obligations with Survey Tailor

Before you begin using Survey Tailor, it's important to familiarize yourself with our terms of service. By using our platform, you agree to follow all of our guidelines and policies.

Introduction

This Terms of Service Agreement governs customer’s acquisition and use of services made available by Survey Tailor ("Survey Tailor", "We", "Us" or "Our") and allows to efficiently and easily handle the entire process of CATI, CAPI and CAWI research from one place. Please read the contents of this document carefully before using any Survey Tailor product or service.

Survey Tailor operates the website at the URL https://surveytailor.com and Software as a Service based on web apps and mobile apps with related tools and processes to create surveys and associated services ("Surveys") for use by Customers and their authorized representatives.

These Terms and Conditions define Your obligations and rights when using the services of Survey Tailor, so we encourage You to read this document carefully. If you have any questions regarding the Survey Tailor Terms and Conditions, please contact your Survey Tailor representative directly or email our team at info@surveytailor.com.

By undertaking any of the following actions, You demonstrate that You have read and agree to this Agreement: (1) by signing up for a free trial or free service, or (2) by signing up for a paid service online, or (3) by clicking a box indicating acceptance, or (4) executing an Order Form that references this Agreement, or (5) by creating an account on or through the Site or a Service, or (6) by signing this Agreement, whether digitally or physically. You further indicate that You have read, understood, and agree to be bound by Privacy Policy which is available at the page mentioned below and incorporated by reference herein. The latest version of this document can be accessed at:

Privacy Policy: https://www.surveytailor.com/privacy-policy/
Cookie Policy.

If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "Customer" shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms of service, such individual must not accept this Agreement and may not use the services.

Survey Tailor’s direct competitors are prohibited from accessing the Services, except with Survey Tailor’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

This Agreement is effective between Survey Tailor and Customer as of the date of Customer’s accepting this Agreement.

1. DEFINITIONS

In this Agreement, except where the context requires otherwise:

"Agreement" means this Terms of Service and includes the Privacy Policy and any other additional terms and conditions as may be agreed upon by the parties prior to the provision of additional services by Survey Tailor.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Beta Services" means Survey Tailor services or functionality that may be made available to Customer to try at no additional charge and which is clearly designated as test, beta, pilot, limited release, developer preview, non-production, evaluation, trial, or by a similar description.
"Content" means information created by Survey Tailor or obtained by Survey Tailor from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services, or pursuant to an Order Form.
"Customer" means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
"Customer Data" means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Survey Tailor Applications.
"Data Protection Laws" means all applicable data protection laws and regulations and all national countries that customer’s origin, including laws and regulations of the European Union, the European Economic Area and their member states.
"Data Subject Request" means the request from a data subject to exercise its rights of access, rectification, restriction of processing, erasure, data portability, objection to the processing, or its right not to be subject to an automated individual decision making.
"Documentation" means the information available on Survey Tailor website; user guide; help files; tutorials including written, audio, and video; policies; procedures and other information available at https://www.surveytailor.com/ or after logging into applicable services as updated from time to time.
"Free Services" means Services that Survey Tailor makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
"Intellectual Property Rights" means any and all existing and future intellectual property rights, including but not limited to patents, patent applications and patent rights; rights associated with works of authorship including copyrights and copyright registrations; rights related to the protection of trade secrets and confidential information including rights in know-how; design rights; trademarks, trade names and trademark applications and registrations; database rights; and any rights analogous to the aforementioned rights and any other proprietary rights relating to intellectual property.
"Non-Survey Tailor Application" means a web-based, mobile, offline or other software application functionality provided by Customer that interoperates with a Service. Non-Survey Tailor Applications, other than those obtained or provided by Customer, will be identifiable as such.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
"Online Agreement" means this Agreement, if this Agreement is accepted by Customer by: (1) signing up for a free trial or free service, or (2) signing up for a paid service online, or (3) clicking a box indicating acceptance, or (4) executing an Order Form online that references this agreement, or (5) by creating an account on or through the Site or a Service; and does not include Signed Agreement.
"Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Survey Tailor and Customer or any of the Customer’s Affiliates, including any addenda and supplements thereto. For the purpose of this Agreement, the term "Order Form" includes documents titled "Sales Order Form". By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
"Purchased Services" means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Beta Services, Free Services, or those provided pursuant to a free trial.
"Services" means the products and services that are ordered by Customer under an Order Form or online purchasing portal or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Survey Tailor, including associated Survey Tailor offline or mobile components. It includes the website https://www.surveytailor.com along with related tools and processes to create individualized surveys, quizzes, polls, forms, and associated services for use by Customers including any sample survey questions, templates, and related materials. It includes free trials, free services, beta services, limited releases, developer previews, paid services, subscription-based services, enterprise services, and/or any other service or product offered or made available by Survey Tailor. Also, "Services" means granting Customer access to Survey Tailor so as to enable Customer to store, manage and process data that relate to Customer research activities. "Services" exclude Content and Non-Survey Tailor Applications.
"Signed Agreement" means this Agreement if this Agreement is accepted by Customer by physically or digitally signing this Agreement by both parties.
"Site" means the website at https://www.surveytailor.com
"Survey Tailor" means the Survey Tailor company described in Introduction above.
"Survey" shall have the meaning assigned to it in Introduction above.
Survey Tailor CAPI means the part of Survey Tailor that allows users to setup, manage and conduct interviewer driven or sampled face to face interviews via the Survey Tailor CAPI app.
Survey Tailor CAPI App means the Survey Tailor CAPI application that can be downloaded by Users on their Supported Devices via https://www.surveytailor.com and https://play.google.com.
Survey Tailor Online means the part of Survey Tailor that allows users to setup, manage and conduct respondent self-completed interviews via an online browser or similar product.
"Terms" means this Terms of Service Agreement and any other terms as may be agreed upon by the parties prior to the provision of additional services by Survey Tailor but does not include the Privacy Policy.
"User" means the natural person employed by the Customer that is authorized by the Administrator and registered for an account in order to use the Application and/or the Survey Tailor App.
In the case of an individual "User" means accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Survey Tailor without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Survey Tailor at Customer’s request) has supplied a user identification and password (for Services utilizing authentication).
"You" or "Your" means Customer and/or User, as may be applicable depending upon the context in which it is used.
The terms, Data Controller, Data Processor, Data Subject, Personal Data and Processing shall have the same meaning as in the applicable Data Protection Law, and their cognate terms shall be construed accordingly.

2.1 Provision of Purchased Services.

Survey Tailor will:

make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation
use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Survey Tailor shall give advance electronic notice), and (ii) any Force Majeure event under the terms of this Agreement, and
provide the Services in accordance with applicable laws and government regulations, and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation, and the applicable Order Form.

2.2 Protection of Customer Data.

Survey Tailor will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data, as described in detail in Our Privacy Policy. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).

Survey Tailor is not responsible and disclaims the content of the Customer survey questions in the Survey Tailor application until the customer requests software support.

Survey Tailor has access to Survey Tailor application only for technical support, where required by Survey Tailor’s Customers.

Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Survey Tailor will make Customer Data available to Customer for export or download. After such 30-day period, Survey Tailor will have no obligation to maintain or provide any Customer Data and may thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control in accordance with the Privacy Policy. Survey Tailor may, but has no obligation to, retain copies of Customer Data for a longer duration in accordance with the Privacy Policy. For more details on how Survey Tailor protects Customer Data, please refer to Survey Tailor’s Privacy Policy.

2.3 Survey Tailor Personnel.

Survey Tailor will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Survey Tailor’s obligations under this Agreement, except as otherwise specified in this Agreement.

2.4 Beta Services.

From time to time Survey Tailor may offer You special offers or customized features in the form of a Beta Service. Survey Tailor may offer the Beta Services at no charge. Customer may try such Beta Services its sole discretion. All data or information created, saved, or used in Beta Services is subject to deletion without notice and without assigning any reason. Survey Tailor has no obligation to retain any data, provide any support, maintain any standard of service, or any other liability or obligation with respect to Beta Services. You understand that Beta Services are provided by Survey Tailor for the sole purpose of allowing You to test a feature or service so that You can provide feedback to Survey Tailor to improve the feature or service.

ANY DATA CUSTOMER ENTERS INTO BETA SERVICES AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR CUSTOMER DURING CUSTOMER’S USE OF BETA SERVICES IS SUBJECT TO PERMANENT LOSS OR ERASURE AT ANY TIME WITHOUT ANY NOTICE. CUSTOMER ASSUMES SOLE 5

RISK FOR ANY DAMAGE OR LOSS ARISING FROM THE USE OF ANY BETA SERVICE, FAILURE OF ANY BETA SERVICE, ERASURE OF DATA, OR OTHERWISE

ANY DAMAGE OR LOSS ASSOCIATED WITH THE USE OF BETA SERVICES. NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION BY SURVEY TAILOR" SECTION BELOW, BETA SERVICES ARE OFFERED "AS-IS" WITHOUT ANY WARRANTY AND SURVEY TAILOR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SURVEY TAILOR’S LIABILITY WITH RESPECT TO BETA SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $5 WITHOUT LIMITING THE FOREGOING, SURVEY TAILOR AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF BETA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE USE OF BETA SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SURVEY TAILOR AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF BETA SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

2.5 Free Trial.

If Customer registers on Survey Tailor’s website for a free trial, Survey Tailor will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service from Pro, Starter, Basic and Enterprise package ordered by Customer for such Service(s), or (c) termination by Survey Tailor in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA CUSTOMER ENTERS INTO THE SERVICES AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS BEFORE THE END OF THE TRIAL PERIOD CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM PRO, STARTER, BASIC AND ENTERPRISE PACKAGE);

THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE IRRECOVERABLY AND PERMANENTLY LOST. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION BY SURVEY TAILOR" SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND SURVEY TAILOR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SURVEY TAILOR’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $ 5 WITHOUT LIMITING THE FOREGOING, SURVEY TAILOR AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SURVEY TAILOR AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

2.6 Free Services.

Survey Tailor may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer understands that the provision of Free Services is based on the limits placed upon Free Services by Survey Tailor.

Customer shall not attempt to circumvent any limit placed upon the use of Free Services by any Customer in any manner, including but not limited to use of multiple accounts. Customer agrees that Survey Tailor, in its sole discretion and without assigning any reason, may terminate Customer’s access to the Free Services or any part thereof.

Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Survey Tailor will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Survey Tailor terminates Customer’s account, except as required by law, Survey Tailor will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION BY SURVEY TAILOR" SECTION BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND SURVEY TAILOR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SURVEY TAILOR’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $ 5.

WITHOUT LIMITING THE FOREGOING, SURVEY TAILOR AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SURVEY TAILOR AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. USE OF SERVICES AND CONTENT

3.1 Pro, Starter, Basic and Enterprise Package.

Unless otherwise provided in the applicable Order Form or equivalent communication, (a) Purchased Services and access to Content are purchased as Pro, Starter, Basic and Enterprise package for the term stated in the applicable Order Form or in the applicable online purchasing portal and (b) any added packages will terminate on the same date as the underlying packages. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Survey Tailor regarding future functionality or features.

3.2 Usage Limits.

Survey Tailor may place technical or non-technical limitations on the use of the Service(s) by Customer, including but not limited to allocation of storage space or bandwidth; maximum invitations and/or reminders per day, month, or year; maximum responses per day, month, or year; number of folders; number of questions per survey; number of answer options per question; length of questions and answer text; size and count of multimedia for a survey; languages available for translation; total number of surveys, polls, or quizzes; allowed email bounce limit; question display logic rules per page or survey; advanced branching or skipping logic; contact lists; number of contacts in each list; test invitations; file library size and file count; report filters; survey/quiz completion notification emails; storage space; bandwidth allocation; and any other limitation mentioned in the Order Form, Documentation, or as specified in the Service. Survey Tailor shall not be liable for any loss or damage faced by the Customer or any third party as a result of any technical or non-technical limitation, whether or not such limitation is explicitly mentioned above. Survey Tailor may, where technically possible and feasible, and subject to execution of an additional

Order Form by Customer, offer to increase certain limits placed upon certain features and functionalities. Customer understands that Survey Tailor may refuse to increase a limitation for any reason at its sole discretion. Customer further understands that certain technical limitations cannot be increased as they may be beyond Survey Tailor’s control or may require disproportionate effort.

3.3 GDPR Addendum.

If You (Customer) or Your employees, agents, customers, recipients, survey participants, or any other party whose personal information You request Survey Tailor to collect, store, transfer or process, is/are located in the European Economic Area or Switzerland (collectively "EEA"), or otherwise protected by the General Data Protection Regulation, You agree to the General Data Protection Regulation Addendum ("GDPR Addendum", incorporated herein by reference). The GDPR Addendum shall apply to the extent Customer Data includes Personal Data as defined in the GDPR Addendum. By transferring any such data to Survey Tailor or requesting Survey Tailor to collect or process any such data, you expressly agree to the GDPR Addendum. You assume sole responsibility for any activity that involves transfer of any such data to Survey Tailor or any third party through use of any Service. You agree to indemnify and hold Survey Tailor harmless against any claim, demand, suit, or proceeding made or brought against Survey Tailor as a result of Your violation of this Section and/or the GDPR Addendum. To the extent Personal Data from the EEA are processed by Survey Tailor, the Standard Contractual Clauses shall apply, as further set forth in the GDPR Addendum.

3.4 Customer Responsibilities.

Customer will:

be responsible for Users’ compliance with this Agreement and Order Form;
be responsible for Customer’s conduct and the conduct of Users;
be responsible for Customer’s handling of its own Customer Data;
be responsible for communications undertaken by Customer or its Users with others through the Services;
be responsible for the accuracy, quality, and legality of data regarding contact information of survey participants ("Participant List"), the means by which Customer acquired Participant List, Customer’s use of Participants List with the Services, and the interoperation of any Non-Survey Tailor Applications with which Customer uses Services or Content;
provide any information necessary to prove that Customer is authorized to send communications to the Participant List;
use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and promptly, but in no case later than 48 hours of gaining such knowledge, notify Survey Tailor of any such unauthorized access or use;
be solely responsible for ensuring that the Customer’s account is not used by or on behalf of any third-party without explicit written permission from Survey Tailor;
be solely responsible for any activity occurring in Customer’s account except any conduct that is directly and solely attributable to Survey Tailor without Customer’s authorization;
use Services and Content only in accordance with this Agreement, Documentation, Order Form, and applicable laws and government regulations;
be solely responsible for compliance with any requirements imposed by a Non-Survey Tailor Application with which Customer uses Services or Content;
be solely responsible for compliance with any state laws applicable to Customer’s use of the Service;
ensure that all necessary steps are taken to prevent linking survey responses obtained from anonymous or semi-anonymous surveys or intake methods with the identity of survey participants;
provide true, accurate, and current information as requested by Survey Tailor at any time, and promptly and regularly update Customer’s information to maintain its accuracy and completeness. Survey Tailor 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 for providing any Customer information that is untrue, inaccurate, incomplete or not current;
provide for Customer’s own access to the Internet and pay any fees or costs related to such access;
be responsible for creating and administering surveys through the Site unless expressly agreed otherwise and
use the Services in accordance with and for the purposes for which We provide the same to You and refrain from any use in Our reasonable opinion constitutes a misuse of the Services.

Any use of the Services in breach of the foregoing by Customer or Users that in Survey Tailor’s judgment threatens the security, integrity, or availability Survey Tailor’s services, may result in Survey Tailor’s immediate suspension of the Services; however Survey Tailor will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

You shall ensure that all Users have been trained to properly use the Services before any use by them occurs and, that, in all cases, any use by Users occurs in accordance with the Agreement. If so agreed to in writing, we shall provide training to Users against Our then current rates to provide such training and You shall reimburse all expenses incurred by Us and Our subcontractors.

You acknowledge that the Services do not include any inspection or verification by Us of the input and the output of the data as processed by Survey Tailor, which shall be Your sole responsibility.

3.5 Usage Restrictions.

Customer shall not:

make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation.
sell, resell, license, sublicense, distribute, make available, rent, or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering.
share an account with any third party, share login credentials of an account with any third party, or use any third party’s account to access the Service.
use a single account on behalf of multiple third parties, including but not limited to Your clients, without a valid Consultant License specifically authorizing such use.
share an account or share login credentials of an account between multiple people within the same organization.
use a Service or Non-Survey Tailor Application to store or transmit infringing, libellous, obscene, threatening, harassing, hate-oriented, defamatory, racist, illegal, or otherwise objectionable, unlawful, or tortious material.
engage in any activity that violates any law or any third party right, including any intellectual property rights, privacy rights, or publicity rights of others.
use a Service or Non-Survey Tailor Application to store or transmit material in violation of third-party privacy rights or third-party intellectual property rights.
use a Service or Non-Survey Tailor Application to store or transmit Malicious Code.
interfere with or disrupt the integrity or performance of any Service or third-party data contained therein.
misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by Survey Tailor.
attempt to gain unauthorized access to any Service or Content or its related systems or networks.
attempt, permit, or undertake direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Survey Tailor intellectual property except as permitted under this Agreement, an Order Form, or the Documentation.
modify, copy, or create derivative works based on a Service or any part, feature, function, or user interface thereof.
copy Content except as permitted herein or in an Order Form or the Documentation.
frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation.
except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
use a Basic, Plus, Pro, or Premium package or subscription for any legal entity that is not a natural person or not classified as any of the following in the country of its registration: (i) Small and Midsize Business (SMB), (ii) Small and Midsize Enterprise (SME), or (iii) 501(c)(3) tax-exempt non-profit organization or its equivalent in the country of its registration.
probe, scan, or test the vulnerability of any Survey Tailor system or network without explicit prior written authorization by Survey Tailor.
engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Survey Tailor reserves the right to notify You of Your abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Survey Tailor.
send unsolicited surveys.
promote or condone the sending of unsolicited email to individuals not affiliated with the Customer.
harvest or collect any information about any third party, including, but not limited to, e-mail addresses, without consent of such third party.
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.

3.6 Removal of Content and Non-Survey Tailor Applications.

If Customer receives notice that Content or a Non-Survey Tailor Application must be removed, modified, and/or disabled to avoid violating applicable law or third-party rights, Customer will promptly do so. If Customer does not take required action, or if in Survey Tailor’s judgment continued violation is likely to reoccur, Survey Tailor may disable the applicable Content, Service, and/or Non-Survey Tailor Application. If requested by Survey Tailor, Customer shall confirm such deletion and discontinuance of use in writing and Survey Tailor shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Survey Tailor is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, Survey Tailor may discontinue Customer’s access to Content through the Services.

3.7 Service Retirement.

Survey Tailor may add, alter, or remove functionality from a Service at any time without prior notice. Survey Tailor may limit, suspend, or discontinue a Service at its sole discretion. If Survey Tailor discontinues a Service, We will give You reasonable advance notice to provide You with an opportunity to export a copy of Your data from that Service. Survey Tailor may remove content from the Services at any time in its sole discretion, although We will endeavor to notify You before We do so if We believe that such an action would materially impact You and if We believe that such a notification is practicable under the circumstances.

3.8 New Services.

Survey Tailor may introduce new products and services to complement Our existing Services. If such new services are not included in Your existing Subscription, Survey Tailor reserves the right and sole discretion to decide whether or not the new services will be made available to You, whether or not such new services will be made available to You as part of Your existing Subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge by You at Your sole discretion. Customer may, at its sole discretion, choose to provide comments or feedback to Survey Tailor. Survey Tailor may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by Survey Tailor.

4. NON-SURVEY TAILOR PRODUCTS AND SERVICES

4.1 Non-Survey Tailor Products and Services.

Survey Tailor or third parties may make available third-party products or services, including, for example, Non-Survey Tailor Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Survey Tailor provider, product, or service is solely between Customer and the applicable Non-Survey Tailor provider. Survey Tailor does not warrant or support Non-Survey Tailor Applications or other Non-Survey Tailor products or services, whether or not they are designated by Survey Tailor as "certified" or otherwise, unless expressly provided otherwise in an Order Form. Survey Tailor is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Non-Survey Tailor Application or its provider.

4.2 Integration with Non-Survey Tailor Applications.

The Service(s) may contain features designed to interoperate with Non-Survey Tailor Applications. Survey Tailor cannot guarantee the continued availability of such features, and may cease providing them without notice, without assigning any reason and without entitling Customer to any refund, credit, or other compensation. We may, for example and without limitation, cease offering such a feature if the provider of a Non-Survey Tailor Application ceases to make the Non-Survey Tailor Application available for interoperation with the corresponding features in a manner acceptable to Survey Tailor.

5. FEES AND PAYMENT

5.1 Fees.

Customers will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content pay-as-you-go with predetermined packages purchased, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased. Survey Tailor may offer personalized support, customized tools, or other custom/non-standard work subject to the payment of additional charges. Unless specified otherwise, such additional charges are not included in the fees specified in Order Forms. Customer shall be liable to pay such additional charges as may be specified by Survey Tailor prior to providing such personalized support, customized tools, or other custom/non-standard work.

5.2 Changes in Fees.

Survey Tailor may change the fees charged 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. Survey Tailor will provide You with reasonable prior written notice of any change in fees to give You an opportunity to cancel Your subscription before the price change becomes effective.

5.3 Invoicing and Payment.

Unless explicitly specified otherwise in an Order Form or unless the Pro, Starter, Basic, Enterprise package is cancelled by the Customer, the Pro, Starter, Basic, Enterprise package under Online Agreement will be renewed automatically, and all fees will be deducted from the specified payment method automatically. Customer agrees to provide Survey Tailor with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Survey Tailor. If Customer provides credit card information to Survey Tailor, unless specified otherwise in an Order Form, Customer authorizes Survey Tailor to charge such credit card for all Purchased Services listed in the Order Form for the initial term and any renewal term(s) as set forth in the "Term of Purchased Pro, Starter, Basic, Enterprise package" section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Survey Tailor will invoice Customer in advance and otherwise in accordance with the relevant Order Form. For purchased Pro, Starter, Basic, Enterprise packages under Online Agreement, payment shall be deducted on the date of renewal. For purchased Pro, Starter, Basic, Enterprise packages under Signed Agreement, unless otherwise stated in the Order Form, invoiced fees must be paid by Customer to Survey Tailor within 15 days of the invoice date. Customer is responsible for providing complete and accurate billing and

contact information to Survey Tailor and notifying Survey Tailor of any changes to such information.

5.4 Suspension of Service.

If any charge owing by Customer under this agreement for services is 10 days or more overdue, Survey Tailor may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Survey Tailor will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the "Manner of Giving Notice" section below for billing notices, before suspending services to Customer.

5.5 Reactivation Charges.

Any account that has been terminated, suspended or any subscription that has been cancelled under the terms of this Agreement, may be reactivated by the Customer and Survey Tailor on mutually agreeable terms upon payment of such charges and fees as may be determined by Survey Tailor in its sole discretion.

5.6 Payment Disputes.

If Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute, Survey Tailor will not exercise its rights under the "Overdue Charges", "Chargeback", or "Suspension of Service" sections above for up to 30 days or such additional period as agreed by Survey Tailor in writing.

5.7 Taxes.

Survey Tailor's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, goods and service, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Survey Tailor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Survey Tailor will invoice Customer and Customer will pay that amount unless Customer provides Survey Tailor with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Survey Tailor is solely responsible for taxes assessable against it based on its income, property, and employees.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights.

Subject to the limited rights expressly granted hereunder, Survey Tailor, its Affiliates, its licensors and content providers reserve all of their rights, titles, and interests in and to the Services, Content, logos, templates, tutorials, sample surveys, sample questions and questionnaires, and other materials created by them, including all of their related intellectual property rights. Survey Tailor owns all right, title, and interest in and to Survey Tailor’s registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services, including any and all survey templates created by Survey Tailor. You agree not to remove and to always include any and all copyright and intellectual property notices attached to intellectual property owned by or otherwise licensed to You by Survey Tailor, its Affiliates, its licensors or its content providers, including all templates. No one may copy, reproduce, transmit, post, distribute or create, derivative works from the Services without express, prior written authorization from Survey Tailor. No rights are granted to Customers or Users hereunder other than as expressly set forth herein.

6.2 Access to and Use of Content.

Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement, and the Documentation.

6.3 License by Customer to Survey Tailor.

Customer grants Survey Tailor, its Affiliates, and applicable contractors a worldwide, royalty-free, non-exclusive, limited license to host, copy, use, transmit, display, and distribute any intellectual property as necessary to perform the obligations under this Agreement, including but not limited to Non-Survey Tailor Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for Survey Tailor to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-Survey Tailor Application with a Service, Customer grants Survey Tailor permission to allow the Non-Survey Tailor Application and its provider to access Customer Data and information about Customer’s usage of the Non-Survey Tailor Application as appropriate for the interoperation of that Non-Survey Tailor Application with the Service. Subject to the limited licenses granted herein, Survey Tailor acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Survey Tailor Application, or such program code. Unless otherwise agreed upon by both parties in writing, You grant Survey Tailor a non-exclusive, irrevocable, royalty-free right to use Your company name and logo in Survey Tailor marketing materials and Client lists, including on the Survey Tailor website, anytime during or up to three (3) years after termination of Client’s use of the Services, without additional notice.

6.4 License by Customer to Use Feedback.

Customer grants to Survey Tailor, its Affiliates, assignees, subsidiaries, and successors a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Survey Tailor’s or its Affiliates’ services without any obligations to Customer including but not limited to acknowledgement, limitation, or notice of any kind.

6.5 Customers Retain Ownership of Customer Data.

Customer owns all right, title, and interest in its own intellectual property including its trademarks, questionnaires independently developed by Customer using the Services without any consultation with Survey Tailor, provided they are not derived from Survey Tailor’s Intellectual Property, as well as survey participant responses collected through the Services.

6. CONFIDENTIALITY

7.1 Definition of Confidential Information.

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes surveys designed and developed by Customer, contact lists, survey responses, and any other Customer Data. Confidential Information of Survey Tailor includes the Services and Content, and the terms and conditions of this Agreement, and all Order Forms (including pricing), any software or documentation related to the Services, Survey Tailor sample questions and templates, trade secrets, technical know-how, inventions, materials, product development plans, marketing plans, customer lists and email addresses, the know-how, proprietary strategy on communications, reports, and findings. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information includes any information, which is expressly indicated to be confidential or is imparted by one party to the other in circumstances importing an obligation of confidence. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this "Confidentiality" section apply to Confidential Information exchanged between the parties under this Agreement and in connection with the evaluation of additional Survey Tailor services.

7.2 Protection of Confidential Information.

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsels and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsels, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this "Confidentiality" section. Notwithstanding the foregoing, Survey Tailor may disclose: (a) the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Survey Tailor Application Provider to the extent necessary to perform Survey Tailor’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein; and (b) information in accordance with Section 6.3 ("License by Customer to Survey Tailor") above.

7.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, including but not limited to obligations under a state law, provided that the Receiving Party gives: (a) prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); and (b) reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS AND DISCLAIMERS

8.1 Representations.

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Survey Tailor Warranties.

Survey Tailor warrants that during an applicable subscription term (a) this Agreement, the Order Forms, and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Survey Tailor will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, (d) the Services shall be provided in a workmanlike manner that conforms to the relevant, prevailing industry standards, and (e) subject to the "Integration with Non-Survey Tailor Applications" section above, Survey Tailor will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the "Termination" and "Refund or Payment upon Termination" sections below.

8.3 Warranty Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT, FREE SERVICES, FREE TRIALS, AND BETA SERVICES ARE PROVIDED "AS IS," AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. SURVEY TAILOR EXPRESSLY DISCLAIMS THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE, OR RELIABLE.

9. PROCESSING OF PERSONAL DATA

9.1 Whereas, through the offering of the Services, We allow You to use Survey Tailor for the creation and performance of surveys for market research activities, with regard to the Processing of Customer Personal Data through the provision of the Services, You are the Data Controller, and We are the Data Processor, only in the case for technical support, where required by Survey Tailor’s Customers.

9.2 The subject-matter of the Processing of Customer Personal Data by Us is the performance of the Services pursuant to the Agreement. Given the specific nature of the Services, We and You hereby acknowledge that the purpose of the processing of personal data, the type of personal data being processed and the categories of data subjects may vary from survey to survey according to Your needs, and thus You have sole responsibility for the lawfulness of the processing and for protection of the rights of Data Subjects.

9.3 We warrant that:

(a) We shall treat Customer Personal Data as confidential, and We shall only process the Customer Personal Data on Your behalf and in accordance with Your documented instructions, for the purpose of providing the Services;

(b) Our personnel are informed of the confidential nature of the Customer Personal Data, they have received appropriate training on their responsibilities and have executed written confidentiality agreements. Only those personnel performing the Services in accordance with the Agreement shall have access to Customer Personal Data, where this is considered strictly necessary for the performance of the Services;

(c) We shall at all times maintain appropriate technical and organizational measures designed to protect the security (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration, unauthorized disclosure of, or access to, Customer Personal Data), confidentiality and integrity of Customer Personal Data. We regularly monitor compliance with these measures.

(d) Subject to the entering in of suitable confidentiality provisions, upon fair consideration to be agreed by the parties and according to Our preferred timelines We shall make available to You all information reasonably necessary to demonstrate Our compliance with Data Protection Laws and We shall reasonably cooperate with You, in relation to an audit necessary to enable You to comply with your obligations under applicable data protection law and shall seek the equivalent cooperation from relevant Sub-processors;

(e) Taking into account the nature of the processing, the available technology and the relevant Data Protection Laws, We shall assist You by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Your obligation to respond to a Data Subject Request under Data Protection Laws. In addition, to the extent You, in Your use of the Services, do not have the ability to address a Data Subject Request, We shall upon Your request, provide commercially and technologically reasonable efforts to assist You in responding to such Data Subject Request, to the extent We are legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws. To the extent legally permitted, You shall be responsible for any costs arising from Our provision of such assistance;

(f) We shall not delete, transfer, modify, extract, remove or otherwise Process any of the Customer Personal Data, except in accordance with the terms of this Agreement;

(g) In case Customer Personal Data should be transferred, as reasonably necessary for the provision of the Services and consistently with the Agreement, from the EEA to countries which do not ensure an adequate level of protection within the meaning of Data Protection Laws, We will make available to You standard contractual clauses which shall be duly signed and will apply to such transfer; and

(h) We have no control over the location where you engage with Survey Tailor, and thus, in no case whatsoever, We shall be deemed responsible for any processing performed by You in violation of the rules on international transfers of Personal Data, hereby including, but not limited to, the case You download, from Survey Tailor, Customer Personal Data in countries which do not ensure an adequate level of protection within the meaning of Data Protection Laws.

9.4 You hereby warrant that, in the use of the Services, You shall:

(a) only Process the Customer Personal Data in accordance with the requirements of Data Protection Laws. For the avoidance of doubt, your instructions for the processing of Customer Personal Data shall comply with Data Protection Laws;

(b) have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data and the means by which You acquired the Customer Personal Data. In this respect, You warrant that You obtained any Customer Personal Data in accordance with the applicable Data Protection Laws and that You have the adequate legal basis to Process such information; and

(c) undertake to comply with all applicable Data Protection Laws and to respect obligations resulting thereof, notably with respect to Us as Data Processor, only in the case for technical support, where required by Survey Tailor’s Customers, to Data Subjects, to the competent data protection authorities and to any other third parties.

9.5 You authorize Us to appoint (and permit each Sub-processor appointed in accordance with this section to appoint) Sub-processors in accordance with the present section. Currently we engage Amazon Inc. to provide Amazon Web Services on which the application operates. We may continue to use these Sub-processors subject to Us meeting the obligations set out in this section. We have entered or will enter into a written agreement with each Sub-processor, containing data protection obligations substantially similar to those in this Agreement with respect to the protection of Customer Personal Data to the extent applicable to the nature of the Services provided by such Sub-processor.

9.6 In case we want to appoint any new Sub-processor and/or replace any of our current Sub-processors, we shall use reasonable endeavours to give You prior written notice, including details of the Processing (as defined in GDPR) to be undertaken by the Sub-processor. If, within ten (10) business days of receipt of that notice, You notify Us in writing of any objections, on reasonable grounds, to the proposed appointment, We shall not appoint (or disclose any Customer Personal Data to) that proposed Sub-processor until reasonable steps have been taken to address Your objections You have been provided with a reasonable written explanation of the steps taken.

9.7 We shall maintain security incident management policies and procedures and shall notify You without undue delay and in line with the timelines required by applicable Data Protection Laws after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data, transmitted, stored or otherwise Processed by Us or our Sub-processors which results in any actual loss or misuse of Customer Personal Data (a “Customer Data Incident”). We shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as We deem necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Our reasonable control. We shall have no liability for costs arising from a Customer Data Incident unless caused solely by a breach of Our security obligations under paragraph 9.3 (b) of this article. In the event of a Customer Data Incident, you shall be responsible for notifying Data Subjects and or supervisory authorities. Before any such notification is made, you shall consult and provide Us an opportunity to comment on any notification made in connection with a Customer Data Incident.

9.8 We shall, at any time upon Your request, return to You all Customer Personal Data of which You are the sole Data Controller, and which is Processed by Us on Your behalf under this Agreement, and/or at You request delete the same from Our systems, so far as is reasonably practicable and other than any back-up copies which We are required to retain for compliance with applicable laws or regulatory requirements provided that such copies are kept confidential and secure in accordance with this Agreement.

9.9 Upon termination of the Agreement, we will block and delete the Customer Content in accordance with clause 12.5. Out of this case, the duration of the Processing of Customer Personal Data by Us shall never exceed the term of the Agreement.

9.10 We will be responsible for the Processing of Your contact details that You provided to Us upon conclusion of the Contract and the Administrator’s contact details and will be deemed controller of any Personal Data contained in Your contact details. We will process Your contact details in accordance with our Customer Privacy Policy.

10. INDEMNIFICATION

10.1 Claims Brought Against Customer.

Survey Tailor will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of Service(s) infringes or misappropriates a patent claim, copyright, or trade secret right. Survey Tailor will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Survey Tailor enters into) with respect to these claims.
Survey Tailor’ obligations under this section "Indemnification by Survey Tailor" will not apply if the claim results from (i) Customer’s breach of this Agreement, (ii) use of Service(s) in conjunction with any product or service not provided by Survey Tailor, or (iii) use of Service(s) provided for no fee including but not limited to Free Service(s) and Beta Service(s)
In the event a claim is made or likely to be made, Survey Tailor may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without a material decrease in functionality. If these options are not commercially reasonably available, Survey Tailor or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other party.

10.2 Claims Brought Against Survey Tailor.

Customer will defend Survey Tailor against claims brought against Survey Tailor and its Affiliates and subcontractors by any third party related to Customer Data or use of Service(s) by Customer. Customer will indemnify Survey Tailor against all damages finally awarded against Survey Tailor and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.

10.3 Third Party Claim Procedure.

The party against whom a third-party claim is brought will notify the other party in a timely manner in writing of any claim, reasonably cooperate in the defence and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defence.
The party that is obligated to defend a claim will have the right to fully control the defence.
Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.

10.4 Exclusive Remedy.

This "Indemnification" section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

11. LIMITATION OF LIABILITY

11.5 Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR 5 $, WHICHEVER IS LOWER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE. SURVEY TAILOR’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL SURVEY TAILOR BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES.

11.6 Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL SURVEY TAILOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR AN INABILITY TO USE THE SERVICE, OR (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF SURVEY TAILOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF SURVEY TAILOR'S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11.7 Essential Basis.

CUSTOMER ACKNOWLEDGES THAT SURVEY TAILOR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.

12. TERM AND TERMINATION

12.5 Term of Agreement.

This Agreement commences on the date Customer first accepts it and continues until all purchased Pro, Starter, Basic, Enterprise packages hereunder have expired or have been terminated. Unless specified otherwise in the Order Form, Pro, Starter, Basic, Enterprise packages purchased renew automatically until the subscription is cancelled by the Customer or this Agreement is terminated by either party.

12.6 Cancellation of Renewal.

Customer or Survey Tailor may prevent renewal of any subscription and/or Service(s) purchased under this Agreement without cause (i) in case of a Signed Agreement, by either party by providing a written notice of cancellation of renewal to the other party at least 30 days prior to the date of renewal of the subscription; or (ii) in case of an Online Agreement: (a) by Customer by using the "cancel" button or its equivalent in the customer’s account at least 1 working day prior to the date of renewal of the subscription, or (b) by Survey Tailor by providing a notice of at least 1 working day to the Customer through the website or Service interface, or by means of a written notice to Customer.

12.7 Effect of Cancellation of Renewal.

Upon cancellation of renewal of a subscription under this Agreement, Customer shall be entitled to continue using Service(s) as per Customer’s subscription until the end of the current term of subscription. Customer shall be liable to pay to Survey Tailor any unpaid fees, dues, or amounts. In no circumstance shall Survey Tailor be liable to provide any refund to Customer for cancellation of renewal by either party.

12.8 Termination.

In the event that this Agreement is terminated by either party for any reason:

(a) All of Your rights in relation to Survey Tailor will end, including Your right to access Survey Tailor;

(b) You shall immediately cease using Survey Tailor and, within 30 days after termination, either return to Us or destroy all copies of any Survey Tailor Confidential Information and

(c) All Fees owed by You to Us shall become immediately due and payable without further notice or demand and in no event will We be obligated to refund to You any fees paid by You hereunder.

During a period of 30 days following the termination of this Agreement in whole, We can grant You access to Your Customer Content during a 24-hour period in order to retrieve Your Customer Content. Immediately after this 24-hour period, or when no access was requested after 30 days, we will make any and all Customer Content inaccessible and delete the Customer Content.

12.9 Termination by Customer.

Customer may terminate this Agreement for cause (a) upon 30 days written notice to Survey Tailor of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Survey Tailor becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For the purpose of this clause, written notice must be sent to info@surveytailor.com with the subject line "Notice of Termination of Agreement".

12.10 Termination by Survey Tailor.

Survey Tailor may terminate this Agreement and/or subscription(s) or Service(s) purchased under this Agreement for cause (a) upon 30 days written notice to Customer of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or (c) immediately and without notice for failure to make timely payment, or (d) upon 30 days written notice to Customer without assigning any reason.

12.11 Refund or Payment upon Termination.

If this Agreement is terminated by Customer or Survey Tailor in accordance with "Termination by Customer" or "Termination by Survey Tailor" above, then Survey Tailor shall refund to Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination on a pro-rated basis. In no circumstance shall Survey Tailor be liable to refund any amount to Customer for termination of this Agreement or any Service by Customer except if such termination has been done by Customer or Survey Tailor in accordance with "Termination by Customer" or "Termination by Survey Tailor" above. Upon termination of this Agreement by either party, Customer shall pay to Survey Tailor any unpaid fees, dues, or amounts for Service(s) that have been provided by Survey Tailor prior to the effective date of termination of the Agreement or Service, regardless of whether such Service(s) were used by Customer, regardless of which party terminated the Agreement or Service, and regardless of the reason for termination of the Agreement or Service.

12.12 Surviving Provisions.

The sections titled "Beta Services", "Free Trial", "Free Services," "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Protection of Customer Data", "Representations and Disclaimers," "Indemnification," "Limitation of Liability," "Effect of Cancellation of Renewal", "Refund or Payment upon Termination," "Removal of Content and Non-Survey Tailor Applications", "Surviving Provisions", and "General Provisions" will survive any termination or expiration of this Agreement.

13. GENERAL PROVISIONS

13.5 Export Compliance.

The Services, Content, other Survey Tailor technology, and derivatives thereof may be subject to export laws and regulations of the Republic of North Macedonia.

13.6 Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.7 Entire Agreement and Order of Precedence.

Тhis Agreement is the entire agreement between Survey Tailor and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

13.8 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

13.9 Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement.

13.10 Waiver.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.11 Force Majeure.

The parties understand that there may be an occurrence of an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic; pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service, or ransomware attacks; actions of the elements; or other similar causes beyond the control of Customer or Survey Tailor in the performance of this Agreement. Upon the occurrence of such event or effect, the parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.

13.12 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.13 Modifications of this Agreement.

This Agreement may be modified by Survey Tailor from time to time. If We do this, we will post the modified Terms on this page and will indicate the date these Terms were last updated. Similarly, the modified Privacy Policy shall be posted at their respective pages, along with indications of the date on which they were last updated. Any such modifications will become effective no earlier than fourteen (14) days after they are posted, except that modifications required to provide new features without negatively affecting Your rights under these Terms or modifications made to correct typographical errors or modifications made to comply with legal obligations, including but not limited to Our or Your obligations under a law, regulation, court order, or government order, will be effective immediately. You shall be responsible to review the Agreement from time to time so as to be aware of any such modifications to these terms. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the website user interface, in an email notification, or through other reasonable means. You understand and agree that Your continued access, registration or use of the Service shall be deemed to be Your acceptance of all modifications to the Agreement.

13.14 Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Survey Tailor will refund Customer any prepaid fees covering the remainder of the term of all purchased Pro, Starter, Basic, Enterprise packages for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

13.15 Recovery.

In the event Survey Tailor must initiate mediation, arbitration, litigation, or otherwise become a party to any other action at law or other proceeding against the Customer or related to Customer to enforce any of the terms of this Agreement, or by reason of any breach or default, Survey Tailor shall in any such action or proceeding be entitled to recover from Customer all costs and reasonable attorneys’ fees it incurred.

13.16 Choice of Law / Choice of Forum.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of North Macedonia, without regard to its own or other conflict of law principles. The parties shall use good faith and all reasonable efforts to resolve disputes arising from or relating to this Agreement by negotiating with each other first. Any disputes unresolved by good faith resolution attempts must then be brought in a court of competent jurisdiction in Republic of North Macedonia. Complete details such as Survey Tailor entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the court that has jurisdiction over any such dispute or lawsuit is as follows: Survey Tailor, 11 Oktomvri 46/2-1, Skopje Republic of North Macedonia.

13.17 Manner of Giving Notice.

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery to the party or to an executive officer of the party to whom the same is directed, (b) the second business day after mailing if sent by registered or certified mail, postage and charges prepaid, addressed to the party’s address provided in the Order Form, or (c) except for notices of termination of a Signed Agreement or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices, the day of sending by email if sent without receipt of any delivery failure notice. For Signed Agreement, billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer and all other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Unless stated otherwise in the response, any written, electronic or in paper, response to the applicable notice shall be deemed a waiver of any dispute relating to the adequacy of such notice.

13.18 Agreement to Governing Law and Jurisdiction.

Each party agrees to the applicable governing law above without regard to choose or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

13.19 No Agency.

For the avoidance of doubt, Survey Tailor is entering into this Agreement as principal and not as agent for any other Survey Tailor.com company. Subject to any permitted Assignment under the "Assignment" section above, the obligations owed by Survey Tailor under this Agreement shall be owed to Customer solely by Survey Tailor and the obligations owed by Customer under this Agreement shall be owed solely to Survey Tailor.