Trial Terms and Conditions
Last Updated: May 5, 2022
These Terms and Conditions, combined with Order Forms (defined below) referencing these Terms and Conditions, together create a legal agreement (collectively the “Agreement”) between you, on behalf of yourself or your employer, (“Customer”) and the Feedback Loop, a DISQO Inc. company (“Feedback Loop”) that governs your Subscription including your access to and use of the Application and Services (defined below). Feedback Loop may update these Terms and Conditions from time to time. If we make material changes to these terms and conditions, we will update our Customers by email.
Please read these Terms and Conditions carefully. Questions, comments and requests in relation to the Agreement should be sent to firstname.lastname@example.org.
This Agreement shall become a binding agreement upon Customer’s initial log-in to the Application.
IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MUST NOT USE THE SUBSCRIPTION.
“Feedback Loop Technology” is defined in Section 3.
“Application” is defined in Section 2.
“Confidential Information” is defined in Section 12.
“Customer Content” is defined as any data uploaded, inputted or imported into the Application by or on behalf of Customer.
“Indemnified Parties” is defined in Section 11.
“Services” is defined in Section 2.
“Subscription” is defined in Section 2.
“Support Services” is defined in Section 2.
“Test” is defined as a set of questions (up to ten (10) questions) presented to a target audience. Depending on your learning objective, a Test is a survey run against an audience with the number of respondents as determined by Feedback Loop (considering the target audience and feasibility).
- Limited Use Access to the Application. Customer shall have limited access Subscription, such limits including: (i) limits on certain features and functionality of the Application; (ii) limits on number of participants respondents to a Test; (iii) number of Tests that can be executed; (iv) time period to use the Subscription and (v) any other limitations Feedback Loop, in its sole determinations, need to be included.
- Feedback Loop’s Application, Subscription and Services. The Feedback Loop Platform (the “Application”) is a Software-as-a-Service tool accessible through a secure log-in using an internet browser application (such as Google Chrome, Firefox, Microsoft Edge) directed at the Feedback Loop Platform https address. The Feedback Loop Platform allows a Customer’s authorized user to submit Tests and/or services requests to Feedback Loop, and in response to such Tests, Feedback Loop uses the Feedback Loop Platform to perform the following services: (i) synthesize customer objectives and questions to prepare the Test; (ii) on a Customer requested basis, request stimuli from a network of freelance designers to be used as part of the Test; (iii) obtain respondent feedback based on the defined audience (demographic or behavioral targeting criteria); and (iv) deliver results via a dashboard within the Feedback Loop Platform detailing the respondent feedback to the submitted Test.
A Subscription includes Feedback Loop providing the following:
- Maintaining availability of the Application using commercially reasonable efforts, which efforts shall include operating, hosting, managing and maintaining the Feedback Loop Platform software application; and
- Monitoring to ensure the Application is being provided according to the standards of this Agreement, at industry standard service levels.
- License to Application: Subject to terms and conditions of this Agreement, Feedback Loop grants Customer a non-exclusive, non-transferable license to access the Application during the Subscription Term;
- Run the number of Tests specified on the applicable Order Form during the Subscription Term specified on the applicable Order Form; and
- Support Services:
- The Order Form will list the number of Customer support hours (phone, email) per month; and
- Upon request from Customer, Feedback Loop can provide services to facilitate ideation and best practices.
- Feedback Loop Intellectual Property. The Application, and any of Feedback Loop’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer in providing the Application as well as any intellectual property rights therein (the “Feedback Loop Technology”) is the exclusive property of Feedback Loop or its suppliers. Feedback Loop Technology excludes any Customer Content. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Application or Feedback Loop Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to Feedback Loop Technology. All rights not expressly granted to Customer are reserved to Feedback Loop.
From time to time, Customer may provide to Feedback Loop (either on its own accord or at the request of Feedback Loop) feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to Feedback Loop Technology (collectively, “Feedback”). As between Feedback Loop and Customer, all right, title and interest in and to any such Feedback shall be owned by Feedback Loop. Customer agrees that Feedback Loop shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Customer.
Excluding the subscription to the Application, Customer will have an irrevocable and unlimited right to use any and all product deliverables during and after engagement with Feedback Loop.
- Customer Content Rights. The parties acknowledge and agree that all rights, title and interest in Customer Content or any other content created by Feedback Loop at the request and direction of the Customer under the terms and conditions of this Agreement shall belong to the Customer.
- No Required Fee Payment. During the limited use Term, Feedback Loop shall not charge Customer any Fees.
- No Taxes. During the limited use Term, Feedback Loop shall not charge Customer any applicable sales, use or other taxes or duties, tariffs or the like applicable to provision of Subscription but excluding any taxes for which Feedback Loop is solely responsible, which may include taxes related to employees, Test respondents, interviewees, and third parties.
- Term, Termination and Survival. The limited use Term of the Agreement will commence on the Customer’s log-in to the Application and will terminate upon Customer’s expiration of access to the Application.
This Agreement may be terminated by either party immediately upon written notice if the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy, or (iii) makes an assignment for the benefit of its creditors. Furthermore, excluding a breach of non-payment by the Customer, if a party is in material breach of the terms and provisions of this Agreement and fails to cure such breach within thirty (30) days from the date of receipt of written notice informing it of the breach, the other party may terminate this Agreement immediately. The parties hereby acknowledge and agree that the parties’ ability to terminate this Agreement shall be limited to the provision contained herein.
Upon expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) all obligations accrued prior to the effective date of termination (including without limitation, payment obligations shall survive and (b) Sections 3, 5, 7-13 and 15-24 shall survive termination.
- Mutual Warranties. Each party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations thereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iv) it shall comply with all applicable federal, state, and local laws, rules and regulations; and (v) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
- Feedback Loop Representations and Warranties. Feedback Loop represents and warrants that: (i) it will perform all services exercising due care and in a good, workmanlike, professional and conscientious manner to render the Services; (ii) the Application will not knowingly infringe upon any copyright, trademark, trade secret, patent, right of publicity, right of privacy or any other proprietary right of any third party; (iii) it has full rights to grant to Customer the rights and licenses set forth in this Agreement; (iv) its performance of the services does not and will not violate any applicable law, rule, or regulation, or any agreement, obligation or understanding (whether oral or written) to which Feedback Loop is a party; and (v) it will not insert into the Application any time bombs, trojan horses, worms or other hidden devices that will, or whose intention is, to cause any software to cease to operate or to fail to operate in accordance with the applicable specifications.
- Customer Representations and Warranties. Customer represents and warrants that: (i) it shall strictly adhere to this Agreement, including the license and use of the Application, including but not limited to any rights and restrictions thereto; (ii) it shall not rent, sell, license, lease or otherwise commercially exploit or make available the Subscription to any unauthorized user or otherwise use, modify, adapt, or combine the Subscription in an infringing or unauthorized manner; (ii) it has full rights to grant to Feedback Loop the rights and licenses set forth in this Agreement for any Customer Content; and (iii) the Customer Content will not infringe upon any copyright, trademark, trade secret, patent, right of publicity, right of privacy or any other proprietary right of any third party.
Additionally, Customer shall not (and shall not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Application; or (ii) modify or create derivative works from the Application, or (iii) introduce into the Application any virus, worm, “back door,” Trojan Horse, or similar harmful code.
If Customer violates this section, Feedback Loop may immediately deny Customer access to the Subscription, or any portion of thereof, without notice or refund.
- Intentionally Omitted.
- Confidentiality. “Confidential Information” means any proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, algorithms, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by one party (the “Disclosing Party”) to this Agreement to the other party (the “Receiving Party”) either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
The Receiving Party will not, during the Term of this Agreement or subsequent three (3) years following termination of the Agreement, (i) use the Disclosing Party’s Confidential Information for any purpose whatsoever other than in connection with the performance of its obligations under the terms of this Agreement, or (ii) disclose the Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of the Receiving Party, if any, with access to any Confidential Information, execute a nondisclosure agreement with equivalent restrictions and limitations on disclosure of such information as are set forth in this Agreement. Confidential Information does not include information which (i) is known to the Receiving Party at the time of disclosure as evidenced by written records of the Receiving Party, (ii) has become publicly known and made generally available through no wrongful act of the Receiving Party, or (iii) has been rightfully received by the Receiving Party from a third party who is authorized to make such disclosure.
Upon the termination of this Agreement, or upon the Disclosing Party’s earlier request, the Receiving Party will deliver to the Disclosing Party, or destroy, all of the Disclosing Party’s property or Confidential Information that the Receiving Party may have in the Disclosing Party’s possession or control. Notwithstanding, Receiving Party may retain copies of the Disclosing Party’s Confidential Information solely to the extent (i) required by applicable law or regulation or (ii) created by technical, automatic archiving or backup processes maintained in the ordinary course of business, provided that Receiving Party’s obligations under this Agreement survive per Section 12 herein.
- Disclaimer and Limitation of Liability. THE APPLICATION, TESTS AND SUPPORT SERVICES ARE PROVIDED “AS IS,” AND FEEDBACK LOOP MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE APPLICATION, TESTS AND SUPPORT SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY FEEDBACK LOOP. FEEDBACK LOOP DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE APPLICATION, AND SUPPORT SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH FEEDBACK LOOP'S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE APPLICATION OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF FEEDBACK LOOP HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
IN NO EVENT SHALL FEEDBACK LOOP BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
- Remedies. The parties acknowledge and agree that a remedy at law for a breach or threatened breach of the Parties’ obligations set forth in this Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by a party of said obligations under this Agreement, the Parties agree that, in addition to the non-breaching party’s remedy at law, at such party’s election, it shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary, preliminary, or permanent injunction, or any other equitable remedy which may then be available. Nothing contained in this Agreement shall be construed as prohibiting the non-breaching party from pursuing, in addition, any other remedies available to it for such breach or threatened breach.
- Disputes. All claims or disputes between the parties arising from or relating to this Agreement shall be mutually resolved, if possible, through good faith mediation between the parties. In the event no resolution occurs within sixty (60) days of good faith mediation, the parties may exercise any dispute resolution mechanism available at law.
- Assignment. Subject to the limitations set forth below, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other party's written consent, where such consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Feedback Loop shall be allowed to assign this Agreement without consent from Customer in the event of a merger or an acquisition of Feedback Loop by another entity and so long as the terms of this Agreement are adhered to.
- Full Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements and understandings between the parties, whether oral or written, with respect to the subject matter hereof.
- Notices. Under this Agreement, if a party is required or permitted to deliver or submit written notice to the other, such delivery shall be made: (i) to Customer via the email address on the applicable Order Form, or (ii) to Feedback Loop via email at email@example.com. Any party may change its email address and address for notice purposes, by providing written notice of the change of address to the other party.
- No Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
- Severability. If any provision of this Agreement, or its application to any person, place or circumstance, is held by a court of competent jurisdiction, if applicable, to be invalid, unenforceable or void, such provision will be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places and circumstances will remain in full force and effect.
- Venue. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York. The exclusive venue for resolution of any dispute arising out of or relating to the formation, terms, termination or breach of this Agreement will be the Supreme Court of the state of New York for New York County or the United States District Court for the Southern District of New York. In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees and costs, in addition to any other relief to which that party may be entitled.
- Force Majeure. No party shall be in default under this Agreement if its performance is prevented, delayed, or hindered by force majeure, including but not limited to acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.
- Independent Contractor. This Agreement is for the status of Feedback Loop solely as an independent contractor and not an employee, agent, joint venture, or partner of the Customer. Nothing in this Agreement shall be interpreted or construed as establishing in any way the relationship of employer and employee between Feedback Loop and the Customer or any employee or agent of the Customer.
- Customer Reference. The Customer agrees Feedback Loop may reference Customer provided under the terms of this Agreement in a press release, customer listing or external communication provided Feedback Loop obtains prior approval from Customer, such approval not to be unreasonably withheld.