THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN CivicScience, INC. AND THE USER WHO ACCEPTS THESE TERMS. BY CLICKING THE "ACCEPTED AND AGREED" BUTTON, THE USER IS ACCEPTING AND AGREEING TO THESE TERMS AND CONDITIONS. IF THE USER DOES NOT ACCEPT THESE TERMS AND CONDITIONS BY CLICKING THE "ACCEPTED AND AGREED" BUTTON, THEN USER MAY NOT ACCESS OR USE THE SOFTWARE OR OTHER PRODUCTS.
CivicScience, Inc. ("CivicScience") welcomes you ("the User") and thanks you for using our software. CivicScience provides its software to you subject to the following Terms of Use ("TOU"), which may be updated by us from time to time without notice to you. In addition, when using particular CivicScience services, you and CivicScience shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference in these TOU.
CivicScience has developed proprietary survey software (the "Software") which includes an online data management platform (the "CS iQpoll") designed for organizing, querying, analyzing, exporting and developing reports related to online surveys conducted by CivicScience and its partner web publishers ("Partners"). Upon acceptance of these TOU, User will be granted a royalty-free, non-exclusive, non-transferable, non-assignable right to download, and install the Software on the User’s websites ("User Websites") to collect and report quantitative survey and other data ("Survey Data") from visitors to the Users website (the "Survey Project(s)").
CivicScience will develop survey inquiries to be utilized in the Survey Project subject to the approval of the User. CivicScience shall not be responsible for User’s delay in approval of any survey inquiries, or for any damages incurred as a result of the publication of any survey inquiry.
Unless explicitly stated otherwise, any new features and enhancements to the current Software, including the release of new properties, shall be subject to these TOU. You understand and agree that the Software is provided "AS-IS" and that CivicScience assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Software, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Software.
In consideration of your use of the Software, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or CivicScience has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CivicScience has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
All Registration Data and Survey Data ("Data") collected through the Software, and any analysis or report thereof will be subject to our [Privacy Policy]. As a condition of downloading, accessing or using the Software, User also agrees to the terms of the [Privacy Policy].
You agree to indemnify and hold CivicScience and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Software, your use of the Software, your connection to the Software, your violation of these TOU, or your violation of any rights of another.
User hereby acknowledges and agrees that CivicScience owns and shall retain proprietary rights, including, without limitation, (i) all patent, copyright, trade secret, database rights, trademark and other intellectual property rights in and to the Software, and any corrections, bug fixes, enhancements, updates or other modifications to the Software, whether made by User, CivicScience or any third party and (ii) all survey questions, each survey, response matrix, survey analysis, end-user presentations, the Survey Data and other data to be provided or made available to User by CivicScience generated from the use of the Software ("Content"). Additionally, User hereby acknowledges and agrees that the license granted under this Agreement does not provide User with title to or ownership of the Software, but only a right of limited use thereof under these TOU. User shall keep the Software free and clear of all claims, liens and encumbrances. Under no circumstances shall User sell, license, sublicense, publish, display, distribute, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part. User shall not reverse engineer, de-compile, modify in any way, or create derivative works from the Software, or any portion thereof. User shall not access the Software in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Software. User agrees not to export or transmit the Software to any country to which such transmission is restricted by applicable regulations or statutes.
User acknowledges and agrees that CivicScience may develop one or more databases containing the Survey Data and may analyze, sell, redistribute the Survey Data or any part thereof subject to the terms of the Privacy Policy. Subject to the terms hereof, CivicScience hereby grants to the User a limited, non-exclusive and royalty free license to use the Software and the Content delivered to User by CivicScience, which includes sharing the Survey Data with internal employees, the media, or outside contractors, so long as the Survey Data is being utilized solely for the User's own purposes; provided, however, that User shall not have any right to sublicense or offer for sale to or use by any third-party without CivicScience's express written consent.
User agrees that the Survey Data, Databases and other Content and any analysis thereof prepared by CivicScience are the sole and exclusive property of CivicScience and/or our Partners, and User, in the use of such information, shall not violate any applicable data protection and privacy legislation in force from time to time anywhere in the country of the User, including, without limitation, the Data Protection Act 1998 and the Telecommunications (Data Protection and Privacy) Regulations 1999.
CivicScience may supply to User information which CivicScience has developed through the use and application of the Software and other proprietary rights of CivicScience, or which CivicScience maintains in one or more proprietary databases (the "Databases"). User further acknowledges and agrees that:
A. the Databases and Content are the exclusive property of CivicScience, not within the public domain and are protected by copyright and other intellectual property rights;
B. the Databases and Content are created by CivicScience or obtained from third parties who provide any information or data included in the Databases or necessary for maintenance of the Databases (collectively, "Sources"), and that User is not obtaining any ownership rights of any kind to the Databases and Content, which rights shall remain at all times with CivicScience and its Sources, as the case may be; and
C. User will not contest the ownership or validity of any rights of CivicScience in the Databases and Content or the intellectual property relating thereto.
The User hereby acknowledges and agrees that the Software and other documentation or information provided to the User hereunder contains trade secrets, know-how and other confidential and proprietary information (the "Confidential Information") that is the exclusive property of CivicScience. Except as expressly provided herein, during the period these TOU are in effect and at all times after its termination, the User shall not use or disclose the Confidential Information without CivicScience's express prior written consent. In addition to the foregoing nondisclosure obligations, the User hereby acknowledges and agrees to use at least the same care and precaution in protecting such Confidential Information as the User uses to protect the User's own confidential and proprietary information and trade secrets, and in no event less than reasonable care. The User shall return all Confidential Information promptly upon the earlier of CivicScience's request therefore or termination of the User’s access to the Software. The User acknowledges that due to the unique nature of the Confidential Information, CivicScience will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of such Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, CivicScience shall be entitled to obtain any injunctive relief that may be appropriate to prevent such unauthorized use or disclosure.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
USER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE SOFTWARE AND ANY SUPPORT FROM CIVICSCIENCE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. CIVICSCIENCE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
IN NO EVENT WILL CIVICSCIENCE BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY, OR FOR LOST PROFITS, LOST SAVINGS, IMPAIRED OR LOST DATA, SOFTWARE OF COMPUTER FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER CAUSE, OR FOR ANY OTHER CLAIM BY USER OR FOR ANY THIRD PARTY CLAIM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF CIVICSCIENCE OR USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
You may terminate your account and uninstall the Software at any time. CivicScience may immediately terminate the collection of Survey Data and your use of and access to the Software and Content at any time. Cause for such termination shall include, but not be limited to: (a) violations of the TOU or any other policies or guidelines that are referenced herein; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Software or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Software to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by CivicScience in its sole discretion, and CivicScience will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Software or Content.
Upon termination of your account you lose all access to the Software, the Content and any portions thereof.
Entire Agreement: This TOU represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior agreements and understandings with respect to the matters covered by these TOU. The User agrees that it has not entered in these TOU based on any representations other than those contained herein.
Governing Law: This TOU shall in all respects be governed by the laws of the Commonwealth of Pennsylvania without reference to its principles of conflicts of laws. The parties hereby agree that all disputes arising out of these TOU shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within Allegheny County, Pennsylvania. The User hereby consents to the personal and exclusive jurisdiction and venue of these courts.
Severability: If any of the provisions of these TOU are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.
Waiver: The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
Notices: CivicScience may provide you with notices regarding the Software or the Data, including changes to these TOU, by email, regular mail, or by postings on its website.
No Third Party Beneficiaries: Except where expressly provided herein, these TOU are solely and exclusively for the benefit of the parties hereto and their respective successors, and nothing in this Agreement, express or implied, is intended to or shall confer on any other person or entity (including, without limitation, any third party who uses the Software or any of the Data), any rights, benefits or remedies of any nature whatsoever under or by reason of these TOU.