Effective Date: July 1, 2016
These SurveyMonkey Prepayment Terms (“Terms”) apply to the purchase of a SurveyMonkey Prepayment or SurveyMonkey Prepayment Top Up only (each, a “Prepayment Product”). Prepayment Products are subject to these Terms and any SurveyMonkey order form or similar SurveyMonkey document under which you purchased the Prepayment Product (“Order Form”).
Capitalized but otherwise undefined terms in these Terms have the meanings given to them in the Order Form.
In these Terms:
“Account Balance” means a balance, maintained under these Terms, that can be applied by Customer, in part or in full, towards paying for SM Purchases. The Account Balance may not be a negative amount.
“Admin User” means an individual designated by Customer with the authority to add or remove Authorized Users to or from Customer’s Group Account, or direct SurveyMonkey to do so, in accordance with the procedures set forth in these Terms.
“Authorized User” means the registered account holder of a SurveyMonkey account that has been designated by an Admin User to be an authorized user under Customer’s Group Account, in accordance with the procedures set forth in these Terms.
“Group” means the group, team, or other subdivision of Customer identified in the Order Form with respect to a SurveyMonkey Prepayment. If no group name is specified, “Group” refers to Customer as a whole.
“Group Account” is defined in Section 3.1 (Group Account).
“Invoicing Schedule” means an invoicing schedule that has been specified with respect to a Prepayment Amount.
“Prepayment Amount” is an amount Customer agrees to prepay which is credited towards the Account Balance.
“Prepayment Installment” means a single amount or installment of the Prepayment Amount which is invoiced as part of an Invoicing Schedule.
“Prepayment Expiry Date” means the prepayment expiry date specified in the Order Form with respect to a SurveyMonkey Prepayment purchase section and may be extended from time to time in accordance with Section 4.9 (Extension of Prepayment Expiry Date). If no such date is specified, the prepayment expiry date will be 12 months after the effective date of the Order Form.
“Prepayment Top Up” means a purchase of additional funds that are added to Customer’s Account Balance.
“Prepayment Top Up Order Form” means an Order Form, duly executed by both parties, under which Customer purchases a Prepayment Top Up and under which a change in Pricing Discount may be made.
“Pricing Discount” means discounted pricing that SurveyMonkey agrees to offer to Customer in accordance with Section 5.1 (Pricing Discount).
“Qualifying Services” means SurveyMonkey-branded products and services (including survey plan subscriptions, Survey Respondents, Audience packaged solutions, certain survey consulting services, and other related services).
“Sales Order” means: (a) a completed and executed “Sales Order”, “Order Form” or “Project Order” document entered into between SurveyMonkey and Customer; (b) any other mutually signed or otherwise accepted order document referencing these Terms; or (c) a Self-Serve Order; in each case under which a purchase or order of Qualifying Services is made.
“Self-Serve Order” is any SurveyMonkey Audience order for SurveyMonkey Contribute panelists (or other panelists) submitted through the self-serve online ordering system on the SurveyMonkey website.
“SM Purchase” means a purchase or order of Qualifying Services made under a Sales Order.
2.1 Scope of Terms. These Terms apply to all SM Purchases made by the Group.
2.2 One Account Balance per Group. A Group may not have more than one Account Balance in effect with SurveyMonkey at any given time. If a Group purchases a SurveyMonkey Prepayment while an Account Balance for a previous SurveyMonkey Prepayment purchase still exists, the subsequent SurveyMonkey Prepayment purchase will be deemed to be a Prepayment Top Up instead.
3. Group account for authorizing multiple purchasers.
3.1 Group Account. If requested by Customer, SurveyMonkey shall provide Customer’s Group with a SurveyMonkey Audience group account managed by one or more Admin Users (“Group Account”).
3.2 Admin Users. Customer must have at least one Admin User at all times during the Term when it has a Group Account. Customer’s business contact identified in the Order Form shall be the initial Admin User. Admin Users may add or remove other Admin Users by instructing SurveyMonkey to do so in writing (including by e-mail), or through an online administrative console provided by SurveyMonkey (if available). Customer can add or remove Admin Users by providing a written notice to SurveyMonkey, signed by Customer’s duly authorized representative. SurveyMonkey will not be responsible for any liability arising from adding or removing Admin Users in accordance with Customer’s written instructions. Customer warrants that it has or will have obtained from each Authorized User any and all authorizations and approvals required to add that Authorized User to the Group Account. SurveyMonkey will provide a list of Authorized Users and Admin Users to Admin Users on request.
3.3 Authorized Users. Admin Users may add Authorized Users to, or remove Authorized Users from, Customer’s Group Account by instructing SurveyMonkey to do so in writing (including by e-mail), or through an online administrative console provided by SurveyMonkey (if available). Each Authorized User shall remain responsible for complying with any agreement or terms of service applicable to their use of the applicable SurveyMonkey account.
3.4 Self-Serve Orders by Authorized Users. Each Authorized User is authorized by Customer to make Self-Serve Orders on behalf of Customer through that Authorized User’s SurveyMonkey account. Customer agrees that it will be responsible for paying for any Self-Serve Orders made by through the SurveyMonkey accounts of its Authorized Users. If the Group has an Account Balance, Authorized Users who are Group members may spend that Account Balance in accordance with Section 4.5 (Use of Account Balance).
4. Account balance
4.1 Account Balance. The Account Balance is associated with the Group.
4.2 Adding to the Account Balance. An initial Account Balance may be established by purchasing a SurveyMonkey Prepayment under an Order Form. Customer may also add funds to the Account Balance by purchasing a Prepayment Top Up. Each time Customer is invoiced for a Prepayment Amount or, if an Invoicing Schedule exists, a Prepayment Installment, the Account Balance will be credited by the amount of such invoice (excluding any taxes which may be identified thereon).
4.3 Payment of Prepayment Amounts (with Invoicing Schedule). Subject to Section 4.5 (Use of Account Balance), if an Invoicing Schedule is specified with respect to a Prepayment Amount, that Prepayment Amount shall be invoiced by SurveyMonkey to Customer in accordance with such Invoicing Schedule (such payments being non-refundable). For clarity, each invoice issued under an Invoicing Schedule represents a Prepayment Installment. Customer’s obligation to pay the entire Prepayment Amount is irrevocable notwithstanding the existence of an Invoicing Schedule.
4.4 Payment of Prepayment Amount (no Invoicing Schedule). If no Invoicing Schedule is specified with respect to a Prepayment Amount,that Prepayment Amount will be invoiced in full to Customer by SurveyMonkey upon execution of the applicable Order Form or Prepayment Top Up Order Form (as the case may be).
4.5 Use of Account Balance. Each time a Group member makes an SM Purchase, the price of that SM Purchase may be paid by deducting the applicable amount from the Account Balance. If the price of an SM Purchase exceeds the remaining Account Balance, future Prepayment Installment(s) will be accelerated and invoiced until the Account Balance is increased to an amount that is at least equal to the excess amount. (For clarity, Prepayment Installments which have been accelerated will no longer be due on the date stated in the Invoicing Schedule.) If there are no future Prepayment Installments available to be invoiced, any remaining excess amount must be paid by Customer in accordance with the Sales Order under which that SM Purchase was made, except in the case of a Self-Serve Order, which will be handled in accordance with Section 4.12 (Self-Serve overspend). For the avoidance of doubt, fees payable by Customer to SurveyMonkey for other products and services not covered by the scope of these Terms (such as a subscription to a survey platform offered by SurveyMonkey which is ordered online) cannot be paid by using the Account Balance. If a Sales Order is not expressly attributed to a Group, and Customer has multiple groups with a SurveyMonkey Prepayment in existence, Customer may designate which group to which the corresponding SM Purchase will be attributed.
Worked example for illustrative purposes only:
Assume Customer has agreed to a Prepayment Amount of $80,000, with an Invoicing Schedule under which SurveyMonkey invoices $20,000 at the start of each quarter (over a total of four quarters). Customer would have an Account Balance of $20,000 upon being invoiced at the start of the first quarter.
Scenario 1: If, during the first quarter, Customer makes SM Purchases with an aggregate price of $25,000, As soon as the first quarter spend exceeds $20,000, Customer would be invoiced an additional $20,000 (the Prepayment Installment that would otherwise have been due at the start of the second quarter). At the start of the second quarter, Customer would not be invoiced for the Prepayment Installment that would have been due had it not been already accelerated.
Scenario 2: If, during the first quarter, Customer instead makes SM Purchases with an aggregate price of $55,000, then the Customer would be invoiced $20,000 upon exceeding $20,000 of spend, and then another $20,000 upon exceeding $40,000 of spend in the first quarter. At the end of the first quarter, the Account Balance remaining would be $5,000. Assuming that there is no further spend until the end of the second quarter, no installments would be invoiced at the start of the second quarter or the start of the third quarter, since those two installments were accelerated during the first quarter.
4.6 Use of Account Balance for Non-SM Purchases. While the Account Balance may only be applied to SM Purchases, SurveyMonkey may, at its sole discretion, permit Customer to apply the Account Balance to the purchase of any other SurveyMonkey product or service (“Non-SM Purchase”). Such permission must be given by SurveyMonkey in writing and Pricing Discounts will not apply to Non-SM Purchases.
4.7 Authority to Use Account Balance. Customer authorizes any of its employees and other representatives to use the Account Balance when making an SM Purchase and to enter into the corresponding Sales Order on behalf of Customer for that SM Purchase.
4.8 Expiry of Account Balance. Any remaining or unused Account Balance expires and is forfeited on the Prepayment Expiry Date. Remaining or unused Account Balances will not be refunded to Customer.
4.9 Extension of Prepayment Expiry Date. If funds are added to the Account Balance via a Prepayment Top Up Order Form in accordance with Section 4.2 (Adding to the Account Balance), the Prepayment Expiry Date shall be extended to the date one year after the effective date of that Prepayment Top Up Order Form (unless a different Prepayment Expiry Date is specified on the Prepayment Top Up Order Form).
4.10 Exhaustion of Account Balance. If the Account Balance is exhausted, Customer may replenish the Account Balance by purchasing a new SurveyMonkey Prepayment.
4.11 No cash value or refunds. Account Balances have no cash value and cannot be refunded for cash or otherwise. Account Balances may only be applied towards paying for SM Purchases.
4.12 Self-Serve overspend. If the price of a Self-Serve Order made by an Authorized User exceeds the remaining Account Balance, SurveyMonkey shall invoice Customer for all such excess amounts promptly after the end of the calendar month in which those amounts were incurred.
4.13 Minimum Purchase Amount for Survey Respondents. If Customer purchases or orders Survey Respondents, unless otherwise agreed with SurveyMonkey, the price of each purchase or order of Survey Respondents must be at least US$2,000 before the Pricing Discount is applied.
5.1 Pricing Discount. If a Pricing Discount is specified on an Order Form with respect to the purchase of a SurveyMonkey Prepayment, SurveyMonkey will offer Customer the discounted pricing described thereunder while Customer maintains an Account Balance, except that such discounted pricing will only be applicable to the Group. Unless otherwise specified, percentage discounts are off SurveyMonkey’s standard pricing for services provided by SurveyMonkey only. Unless otherwise specified, discounts do not apply to any fees (whether on a pass-through or marked up basis) for products or services (including sample) sourced by SurveyMonkey from third parties and supplied as part of a Sales Order. Standard pricing is subject to change at SurveyMonkey’s sole and absolute discretion, at any time without notice, except that any changes will not have retroactive effect on any Sales Orders entered into by Customer before the effective date of the pricing change. The Pricing Discount may be supplemented, removed, or otherwise modified by a Prepayment Top Up Order Form.
6. Operational matters
6.1 Statements. At Customer’s request, SurveyMonkey will provide Customer with a statement of its Account Balance, including any deductions that have been applied against such Account Balance as a result of SM Purchases made by Customer (“Account Statement”) on a calendar quarterly basis. Unless otherwise specified, the Account Statement will be provided via email to Customer’s business contact specified on the Order Form (or his or her designee).
7. Terms and termination
7.1 Term. These Terms apply with respect to a purchase of a SurveyMonkey Prepayment while a positive Account Balance exists, unless earlier terminated (“Term”).
7.2 Termination without cause. Either party may terminate these Terms for any reason with 30 days’ prior written notice to the other party.
7.3 Termination for cause. A party may terminate these Terms for cause: (a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors.
7.4 Effect of termination.
- Upon termination of these Terms by SurveyMonkey pursuant to Section 7.2 (Termination without cause) or by Customer pursuant to Section 7.3 (Termination for cause), SurveyMonkey shall refund to Customer any remaining Account Balance in existence on the effective termination date.
- Upon termination of these Terms by Customer pursuant to Section 7.2 (Termination without cause) or by SurveyMonkey pursuant to Section 7.3 (Termination for cause):
- any remaining or unused Account Balance expires and is forfeited; and
- notwithstanding any Invoicing Schedule, any unpaid portion of the Prepayment Amount will be invoiced by SurveyMonkey and is payable by Customer within 15 days of the date of such invoice.
Sales Orders executed prior to the effective termination date will be applied against any Account Balance regardless of whether or not the Sales Order is completed prior to such termination date, and regardless of whether or not pricing for that Sales Order is finalized before such termination date (due to pricing variables that may not be available until the services are completed). If Customer fails to pay any amount invoiced under paragraph (b)(ii) when due, SurveyMonkey will notify Customer of such failure in writing. If Customer fails to pay such amount within 30 days of that notice, Customer will also be liable to pay SurveyMonkey an additional amount equal to the difference between the undiscounted cost of all SM Purchases made during the Term in connection with these Terms and the discounted cost of such SM Purchases. The parties agree that any forfeiture of an Account Balance pursuant to paragraph (b)(i) or Section 4.8 (Expiry of Account Balance), and any amounts invoiced under paragraph (b)(ii), represent a genuine pre-estimate of loss suffered by SurveyMonkey in such circumstances, albeit without prejudice to SurveyMonkey’s other rights and remedies.
7.5 Survival. This Section 7 survives the termination of these Terms.