Effective Date: November 8, 2017
These TechValidate Service Specific Terms (the “SST”) are additional terms that apply specifically to Customer’s use of SurveyMonkey’s TechValidate services (the “TechValidate Services”). This SST will be subject to and incorporated into the Agreement. Capitalized but otherwise undefined terms in this SST have the meanings given to them in the applicable Order Form. The terms and conditions set forth below will apply specifically to the TechValidate Services.
1. TechValidate Services.
The TechValidate Services are subscription Services that enable a customer to:
(a) create various customized information requests (“Questionnaires”) regarding its products and services (the “Customer Products”) for general market research purposes;
(b) have SurveyMonkey send Questionnaires to Customer’s designated customers (the “Clients”) and/or to a Client’s users of the Customer Products (“Client Users”) or alternatively, if applicable, SurveyMonkey can send the Questionnaires to a panel of recipients provided by SurveyMonkey (“Panel Participants”) as licensed terms allow;
(c) verify the experiences of Client, Client User or Panel Participants with the Customer Products;
(d) have SurveyMonkey collect and process all Questionnaires completed by Clients, Client Users, and Panel Participants (the “Responses”); and
(e) generate marketing materials and create reports and analysis based on the Responses (“TechFacts”) that can be published on live sites during the subscription term or downloaded as pdf files that can be used post termination.
SurveyMonkey will use commercially reasonable efforts to authenticate the identity of the Clients, Client Users, and Panel Participants by: (1) requiring the use of a corporate email address to respond to the Questionnaire and (2) not allowing the customer to send Questionnaires to its own email domain.
SURVEYMONKEY DISCLAIMS ALL WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR ADEQUACY OF THE QUESTIONNAIRES TO ACHIEVE ANY INTENDED RESULTS.
3.1. Form; Anonymous. TechFacts can take various forms including testimonials and quotes, charts, case studies, customer reviews, and microsites. TechFacts are provided on an anonymous basis, that is, they do not show the name of any Client or Client User unless the Client or Client User has ticked the box giving consent to be named.
3.2. Disclaimer. SURVEYMONKEY DISCLAIMS ALL WARRANTIES AS TO (I) THE ACCURACY, COMPLETENESS OR ADEQUACY OF THE INFORMATION PROVIDED IN THE RESPONSES OR CONTAINED IN THE TECHFACTS; AND (II) THE IDENTITY OF THE CLIENTS OR CLIENT USERS PROVIDING THE RESPONSES. The opinions expressed in the Responses and TechFacts are subject to change by the recipient without notice.
3.3. Status. TechFacts are considered “valid” at the time they are generated and Customer shall have access to such TechFacts during the subscription term except in the following situations: (i) the TechValidate Services are suspended as described in the Master Services Agreement; (ii) Clients, Client Users, or Panel Participants have notified SurveyMonkey of a material change in their Responses and wish to rescind their approval or consent to use such Responses; or (iii) SurveyMonkey has determined, in its sole discretion, that a TechFact is based on or contains inaccurate, incomplete or false information.
4. License Restrictions.
During the subscription term, Customer is limited to the license restrictions per service as listed on the Order Form. Additional license restrictions for the TechValidate Market Research service are listed below:
A Panel Participant is considered delivered and valid if it meets the following conditions:
- Meets the agreed upon Audience Criteria from the TechValidate Audience database;
- Responds to 70% or more of the questions in the questionnaire; and
- Not mutually disqualified by Customer and SurveyMonkey for data quality reasons.
If SurveyMonkey delivers more Panel Participants than agreed upon, Customer is entitled to the overage at no additional cost. If SurveyMonkey is unable to deliver the complete set of Panel Participants, the TechValidate Market Research service fee will be prorated accordingly.
5. No Endorsement; No Publicity.
SurveyMonkey does not endorse, evaluate or guarantee any Responses. Customer will not create or distribute information, including, but not limited to, advertisements, press releases or other marketing materials, or include links to any sites which offer information containing or suggesting an endorsement by SurveyMonkey of Customer or the Customer Products.
6. Proprietary Rights & Licenses.
6.1. SurveyMonkey IP. For purposes of this SST, SurveyMonkey IP includes the form, layout, and design of the Questionnaires, and TechFacts (the “Design”). SurveyMonkey grants Customer the right to use the Design associated with any TechFacts generated for Customer.
6.2. SurveyMonkey License. During the subscription term of an applicable Order Form and in accordance with SurveyMonkey’s brand and trademark use policies, Customer shall have the right to use the trade names, trademarks, logos and designations in or associated with the SurveyMonkey TechValidate Services (the “SurveyMonkey Marks”) for purposes of identifying TechFacts generated for Customer.
6.3. Customer License. Customer authorizes SurveyMonkey to use Customer’s trade names, trademarks, logos and designations in or associated with Customer and Customer Products (the “Customer Marks”) on any TechFacts produced for Customer and in connection with SurveyMonkey’s provision of the TechValidate Services during the subscription term of the applicable Order Form.
6.4. Restrictions on Use. Customer may include the “Validated by TechValidate” or similar citation during the subscription term of an Order Form: (1) solely for Customer’s own marketing purposes and (2) only if any altered TechFact does not create a misleading impression of the original TechFact. Customer agrees not to destroy or weaken the anonymity of any TechFact that is provided on an anonymous basis, including, but not limited to, by revealing or implying the source of such TechFact or of any Response. Following expiration or termination of the applicable Order Form, Customer may not continue to use the “Validated by TechValidate” citation or other SurveyMonkey Marks on the TechFacts.
6.5. TechFacts. Subject to SurveyMonkey’s ownership rights in the Design, Customer will own all Intellectual Property Rights in any TechFacts generated by SurveyMonkey for Customer under the Agreement.
6.6. Aggregate Data License. In addition, Customer hereby grants SurveyMonkey a perpetual, non-exclusive, fully transferable and sub-licensable right to use and display Customer Questionnaires and Customer Responses solely in aggregated form, for SurveyMonkey’s business purposes, where “aggregated form” means that such data: (a) has been sanitized to remove the Customer name and any specific Customer Data; but (b) may reference the general industry category.