Effective Date: December 8, 2016
These TechValidate Terms of Service (the “TOS”) are additional terms that apply specifically to Customer’s use of SurveyMonkey’s TechValidate services (the “TechValidate Services”). This TOS will be subject to and incorporated into the applicable Order Form.
Capitalized but otherwise undefined terms in this TOS 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 SurveyMonkey can send the Questionnaires to a panel of recipients provided by SurveyMonkey (“Panel Participants”) as licensed terms allow; (c) verify Client or Client Users’ experiences with the Customer Products or Panel Participants’ experiences; (d) generate marketing materials based on those experiences; and (e) create reports and analysis based on those experiences. SurveyMonkey will collect and process all Questionnaires completed by Clients, Client Users, and Panel Participants (the “Responses”), using commercially reasonable efforts, as deemed appropriate by SurveyMonkey in its sole discretion, to authenticate the identity of the Clients, Client Users, and Panel Participants and verify certain facts contained in the Responses. SurveyMonkey will use selected Reponses to create and provide Customer with TechFacts (as defined in Section 6 below).
2. Customer Information
During the term of the subscription for the TechValidate Services, Customer will provide SurveyMonkey with (i) certain company information, including, but not limited to, Customer-related information and Customer Marks (as defined in Section 7.3.2); (ii) Client and Client Users’ contact information; and (iii) any other information Customer submits to SurveyMonkey or uploads to the techvalidate.com site (“Site”) (all such content and data will be included in the definition of “Customer Data”). Customer warrants that any such Customer Data is complete, current, accurate, and tested prior to project launch and that any Client or Client User will not prohibit or contest SurveyMonkey sending them Questionnaires.
Once Customer registers with SurveyMonkey and sets up a Customer TechValidate Services account, Customer may begin creating customized Questionnaires. Customer may create as many customized Questionnaires as Customer license restrictions in Section 4 below allow. Customer may request that SurveyMonkey submit the Questionnaires to as many Clients, Client Users, and Panel Participants as Customer license restrictions below allow. SurveyMonkey may, in its discretion, reject any Customer questions or refuse to submit any of Customer’s Questionnaires to a Client, Client User, or Panel Participant that violate our online policies. SURVEYMONKEY DISCLAIMS ALL WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR ADEQUACY OF THE QUESTIONNAIRES TO ACHIEVE ANY INTENDED RESULTS.
4. License Restrictions
Additional Market Research License Restrictions are listed below:
Market Research License Restrictions:
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.
5.1. Responses SurveyMonkey will collect and process the Responses to create “TechFacts” – translations of the Reponses into approved messages. TechFacts can take certain various forms including testimonials and quotes, charts, case studies, customer reviews, microsites, and other content (each, a “TechFact” and collectively, “TechFacts”). TechFacts are provided on an anonymous basis, – that is, they do not show the name of any Client or Client User unless Customer has requested and has obtained all required consents, approvals and waivers to create TechFacts that identify a Client or Client User as the source of a TechFact.
5.2. Delivery. SurveyMonkey will deliver to Customer the TechFacts Customer has requested, subject to the license terms set forth in Section 7.1.2) (TechFact License and Restrictions on Use) below. 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 without notice.
5.3. Status. TechFacts are considered “valid” at the time they are generated and access to such TechFacts are available for use by Customer only during the term of the applicable Order Form 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.
6. No Endorsement, No Publicity
SurveyMonkey does not endorse, evaluate or guarantee any Responses or other information provided by third parties, including Clients, Client Users, and Panel Participants. Nothing shall be considered as an endorsement or guarantee of any Responses or other information. 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. Notwithstanding the foregoing, Customer may accurately disclose and describe Customer participation in the TechValidate Services and Customer’s right to use the TechFacts created for Customer (for example, describing and promoting a TechFact in Customer marketing materials, on Customer website or in emails) only during the term of the applicable Order Form as long as Customer agrees to maintain all SurveyMonkey copyright, trademark and other notices contained in any TechFact. After termination of the subscription term, Customer may no longer use SurveyMonkey’s copyright, trademark, and other notices.
7. Proprietary Rights & Licenses
7.1. SurveyMonkey Rights and Licenses
- 7.1.1. SurveyMonkey IP. For purposes of this TOS, SurveyMonkey IP includes the form, layout, and design of the Questionnaires, Responses and TechFacts (the “Design”) and all contact information of each Panel Participant that it contributes to the TechValidate Services.
- 7.1.2. TechFact License and Restrictions on Use. Subject to Customer compliance with the terms and conditions of this Agreement, including, without limitation, payment of applicable fees, SurveyMonkey grants Customer a worldwide, non-exclusive, sub-licensable right during the term of the applicable Order Form (the “TechFact License”) to use the Design associated with any TechFacts generated for Customer, only in the exact form provided. Customer agrees that it will copy, publicly display and perform, transmit and distribute the TechFacts in the exact form provided solely for Customer’s own marketing purposes. Customer agrees not to modify, alter, excerpt (except if such excerpts comply with the published Attribution Guidelines found at https://support.techvalidate.com/hc/en-us/articles/202408154-Requirements-for-Citing-TechValidate-Content), or create derivative works of any TechFact, nor permit any third party to do so, without SurveyMonkey’s prior written consent, except to the extent such restrictions are prohibited by law. 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. Customer agrees to maintain all SurveyMonkey copyright, trademark and other notices contained in any TechFact during the term of an applicable Order Form. Following expiration or termination of the applicable Order Form, Customer may continue to use the Design and TechFacts pursuant to this Section 7.1.2 provided that Customer does not include the copyright notice, trademarks, or other proprietary markings or notices of SurveyMonkey in the TechFacts.
7.2. Customer Rights and Licenses
- 7.2.1. TechFacts. Subject to SurveyMonkey’s ownership rights in the SurveyMonkey IP, including but not limited to the Design, as set forth in Section 7.1.1 (SurveyMonkey IP), Customer will own all Intellectual Property Rights in any TechFacts generated by SurveyMonkey for Customer under the Agreement.
- 7.2.2. Aggregate Data License. In addition, Customer hereby grants SurveyMonkey a perpetual, non-exclusive, fully transferable and sub-licensable, worldwide, fully paid-up right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit, 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 Customer name and any specific Customer Data; but (b) may reference the general industry category, study type, and overall response data by Clients, Client Users, or Panel Participants.
7.3. Trademark Licenses
- 7.3.1. SurveyMonkey License. During the term of this Agreement, and subject to Customer’s compliance with the terms and conditions of this Agreement, including SurveyMonkey’s brand and trademark use policies, Customer will have the right to use the trade names, trademarks, logos and designations in or associated with the SurveyMonkey TechValidate Services (the “SurveyMonkey Marks”) solely for purposes of identifying TechFacts generated for Customer, solely in connection with Customer permitted activities under this Agreement during the term of the applicable Order Form. Customer agrees that the SurveyMonkey Marks and all associated goodwill are and will remain the sole property of SurveyMonkey, that any goodwill generated as a result of Customer licensed use of SurveyMonkey Marks belongs exclusively to SurveyMonkey and inures solely to the benefit of SurveyMonkey, and that Customer use of SurveyMonkey Marks is subject to SurveyMonkey’s control of the quality of any products or services with respect to which Customer may be authorized to use SurveyMonkey Marks. Customer shall not use SurveyMonkey Marks after the termination or expiration of a relevant Order Form. For sake of clarity, Customer may use the TechFacts after termination or expiration of an Order Form or this Agreement but the SurveyMonkey Marks must be removed from the TechFacts.
- 7.3.2. 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 term of the applicable Order Form. Customer also authorizes SurveyMonkey to use the Customer Marks in presentations, marketing materials, customer lists and financial reports, and to identify Customer as a participant in the TechValidate Services. SurveyMonkey agrees that the Customer Marks and all associated goodwill are and will remain Customer sole property, that any goodwill generated as a result of SurveyMonkey’s licensed use of Customer Marks belongs exclusively to Customer and inures solely to Customer benefit.
In addition to the warranties set forth in the Master Services Agreement, Customer represents and warrants that:
- Customer is the owner of or are licensed to use and disclose the Customer Data and Customer Marks and to grant SurveyMonkey the rights herein.
- To Customer’s knowledge, Customer Data and Customer Marks do not and will not violate any law or regulation, including but not limited to laws governing false or deceptive advertising, sweepstakes, comparative advertising or trade disparagement and will not conflict with or result in a breach of the terms and conditions of any contract or agreement;
- Customer’s provision of any Customer information to SurveyMonkey and Customer’s request that SurveyMonkey contact and send Questionnaires to Clients and Client Users on Customer’s behalf complies with all applicable laws, including privacy law and that such Clients and Client Users have consented to the sending of Questionnaires to them; and
- Customer has obtained all required consents, approvals and waivers to create TechFacts that identify a Customer or a Customer User as the source of a TechFact.