Terms & Conditions

Last updated: Wed 2nd Jan, 2019




User Terms & Conditions


These User Terms of Service (the “User Terms”) govern your access and use of our online feedback management and user research analysis tools (the “Services“). Your use of the Services indicates that you have had sufficient opportunity to access these User Terms and that you have read and accepted these User Terms. You should immediately cease accessing and using the Services if you do not accept these User Terms.


Introduction

An organisation that we refer to in these User Terms as the “Customer” has invited you to a team. If you are joining one of your employer’s teams, for example, the Customer is your employer. The Customer has separately agreed to our Customer Terms of Service (the “Contract”) that permitted the Customer to create a team so that you and others could join. Each invitee granted access to the Services, including you, is an “Authorised User”.

The Contract contains our commitment to deliver the Services to the Customer, who may then invite Authorised Users to join its team(s). When an Authorised User (including, you) submits content to the Services, such as textual data or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with many choices and control over that Customer Data.


Privacy Policies

Please review our User Privacy Policy and Website Visitor Privacy Policy for more information on how we collect and use data relating to the use of the Services.


Prohibited conduct

As an Authorised User, you must not:

(a) Use the Services for any activities, or add any content to the Services: unless you hold all necessary rights, licences and consents to do so; that infringes the intellectual property or other rights of any person; that would cause you or us to breach any law, regulation, rule, code or other legal obligation; that defames, harasses, threatens, menaces, offends or restricts any person; that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; or that would bring us or the Services, into disrepute;

(b) Interfere with or inhibit any user from using the Services;

(c) Attempt to or tamper with, hinder or modify the Services, knowingly transmit viruses or other disabling features, or damage or interfere with the Services, including but not limited to the use of trojan horses, viruses, or piracy or programming routines that may damage or interfere with the Services;

(d) Facilitate or assist a third party to do any of the above acts.


Limitation of liability

To the extent permitted by law, we exclude all liability for any loss, damage, costs or expense, whether direct, indirect, incidental, special and/or consequential including loss of profits, suffered by you or any third party, or claims made against you or any third party which result from any use of or access to, or any inability to use or access, the Services. To the extent permitted by law, we exclude all representations, guarantees, warranties or terms (whether express or implied) other than those expressly set out in these User Terms, and the UK Consumer Law to the extent applicable.


Disclaimers

The Services are provided to you without warranties, express or implied, including but not limited to implied warranties of merchantability and/or fitness for a particular purpose. We do not warrant that the functions contained in any material on the Services or your access to the Services will be error free, that any defects will be corrected, that the Services or the server which stores and transmits material to you are free of viruses or any other harmful components, or that the Services will operate on a continuous basis or be available at any time. We make no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any content, images, products, services, or related graphics contained in the Services for any purpose. You read, use, and act on content contained on the Services strictly at your own risk.


Indemnity

By using the Services, you agree to defend and fully indemnify and hold us (and our officers, directors, employees, contractors and agents) harmless from and against all claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to:

(a) your use of or access to the Services;

(b) any breach by you of these User Terms; or

(c) any wilful, unlawful or negligent act or omission by you.

This defence and indemnification obligation will survive these User Terms and your use of the Services. These User Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.


Breach

You may only use the Services for lawful purposes and in a manner consistent with the nature and purpose of the Services. By using the Services, you agree that the exclusions and limitations of liability set out in these User Terms are reasonable. If you do not think they are reasonable you must not use the Services. We reserve the right to remove any and all content found to be in breach of intellectual property rights, including without limitation copyright, or which in our opinion is deemed inappropriate and/or illegal. If you breach these User Terms, we reserve the right to block you from the Services and to enforce our rights against you. If we do not act in relation to a breach of these User Terms by you, this does not waive our rights to act with respect to subsequent or similar breaches of these User Terms by you. All rights not expressly granted in these User Terms are reserved.


Enforceability

If any provision of these User Terms is found to be illegal, invalid or unenforceable by a court of law, then the provision will not apply in that jurisdiction and is deemed not to have been included in these User Terms in that jurisdiction. This will not affect the remainder of these User Terms, which continue in full force and effect.


Termination

These User Terms are effective until terminated by us, which we may do at any time. If we are required to terminate your account on the Services, we will notify you before we terminate your account on the Services. In the event of termination, all restrictions imposed on you by these User Terms and limitations of liability set out in the User Terms will survive.


Amendment

These Terms may be amended without notice from time to time at our sole discretion. Your use of the Services following any amendments indicates that you accept the amendments. Please check these Terms regularly to ensure you are aware of any changes, and only proceed to use the Services if you accept the new Terms.


Jurisdiction

Your use of the Services and any dispute arising out of your use of it is subject to the laws of New South Wales and the Commonwealth of the UK. These User Terms are governed by the laws of New South Wales and the Commonwealth of the UK and subject to the exclusive jurisdiction of the courts operating in New South Wales. The Services may be accessed throughout the UK and overseas. We make no representation that the Services complies with the laws (including intellectual property laws) of any country outside the UK. If you access the Services from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place where you access the Services.


Entire agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). The Customer will be responsible for notifying Authorised Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

For questions and notices, please email help@weareinsightful.com.




Customer Terms & Conditions


These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online feedback management and user research analysis tools (the “Services“). If you are a Customer (defined below), these Customer Terms govern your access and use of the Services. If you are being invited to a team created by a Customer (e.g. your employer), the User Terms of Service (the “User Terms”) govern your access and use of the Services.


Introduction

“Customer” is the organisation that you represent in agreeing to the Contract (e.g. your employer). If your team is being set up by someone who is not formally affiliated with an organisation, Customer is the individual creating the team. These Customer Terms form a binding “Contract” between Customer and us. If any terms in the Customer-Specific Supplement apply to Customer, those terms also form part of the Contract.


You represent Customer

If you personally create a team (a digital space where a group of users may access the Services), purchase a premium subscription(s), or use or allow use of that team after being notified of a change to these Customer Terms, you acknowledge your understanding of the Contract and agree to the Contract on behalf of Customer.


Customers give access to Authorised Users

Individuals Authorised by Customer to access the Services (an “Authorised User”) may submit content to the Services, such as textual data or files (“Customer Data”). Customer will: (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.


Upgrading to a paid subscription

A paid subscription allows Customer and its Authorised Users to access the Services (a premium plan). You may upgrade to a premium subscription during, or at the end of, your trial period. Team subscriptions commence immediately and continue for the term specified in the “billing” interface. Each team subscription is for a single team for a specified term.

Purchase based on now; not the future We may share information about our future product plans (e.g. linking to our public roadmap). These public statements are an expression of intent. Do not rely on them when making a purchase decision. If you decide to purchase a team subscription to our Services, that decision should be based on the functionality or features we have made available at that moment, and not on the delivery of any future functionality or features.


Your feedback

If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel.

You’re responsible for your content

Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the User Terms. Except as stated herein, we aren’t responsible for the content of any Customer Data or the way Customer or its Authorised Users choose to use the Services to store or process any Customer Data.


Our removal rights

If we believe there is a violation of the Contract that can be remedied, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.


Payment terms

Fees are specified in the “billing” interface and must be paid in advance. Payment obligations are non-cancelable and fees paid are non-refundable except as stated herein. For clarity, in the event Customer cancels any subscriptions for convenience, Customer will remain responsible for any unpaid fees under the paid subscription, and Services under the paid subscription will be deemed fully performed and delivered upon expiration of the initial team subscription term. If you decide to cancel part way through your subscription term, we will not refund you for the remainder of the term unless termination is due to our breach.


Auto-renewal

Premium subscriptions paid by credit card automatically renew for additional periods equal to the preceding term, without the need to go through the Services “billing” interface. Premium subscriptions paid by invoice will renew immediately after the invoice has been paid by Customer, or, in the case of a bank transfer, once the funds arrive in our account.


Downgrade for non-payment

If any fees owed to us by Customer remain unpaid seven (7) days after written notice of non-payment, we may, without limiting our other rights and remedies, pause any team subscriptions until those amounts are paid in full. Customer acknowledges and agrees that pausing their team subscription will result in a temporary loss of edit rights to Customer Data.


We’ll provide the Services

We will make the Services available to Customer and its Authorised Users as described in the Contract; and not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.


We’ll keep the Services available

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice if we think it may exceed sixty (60) continuous minutes.


We’ll protect your Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards in accordance with industry best practices. Those safeguards will include measures for preventing unAuthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unAuthorised access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorised Users do with Customer Data. That is solely Customer’s responsibility.

We will notify Customer of any unAuthorised access or misuse of Customer Data (a “Data Breach”) as soon as reasonably possible after discovery of the Data Breach. We will not notify any third-parties of the involvement of Customer’s Data in the Data Breach other than Customer without Customer’s prior written permission. We will immediately investigate and take appropriate remedial actions to mitigate the effects of the Data Breach. Such investigation and remediation activities shall be in accordance with applicable laws, regulations, industry standards, and industry best practices. Upon request, we will provide Customer with a summary report of its investigation and remediation activities.


Data portability and deletion

At any time, Customer will be permitted to export or share certain Customer Data from the Services. However, because we have multiple, complex features, and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable. Following termination or expiration of a team subscription, we will provide a period for Customer to download Customer Data, in so far as possible. Customer will have at least thirty (30) days to conduct the download (“30-day download period”). After the 30-day download period, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.


Privacy Policies

Our User Privacy Policy and Website Visitor Privacy Policy states how we collect and use Personal Information relating to the use of the Services.


You own your Customer Data

Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorised Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary:

(a) to provide, maintain and update the Services;

(b) to prevent or address service, security, support or technical issues;

(c) as required by law; and

(d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this license.


We own our Services

We own and will continue to own our Services, including all related intellectual property rights. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorised Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained. Customer and its Authorised Users must not breach any copyright or intellectual property rights connected with the Services. This includes but is not limited to: (a) altering or modifying any of the code in the Services; (b) causing any of the material in the Services to be framed or embedded in another website without our permission; (c) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software in the Services; (d) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (e) transferring the Services to a third party or mirroring the Services on another server; (f) creating derivative works from the Services.


Contract term

As further described below, a team subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions.


Termination for cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users. We may terminate the Contract immediately on notice to Customer if we are notified, or reasonably believe, that the Services are being used by Customer or its Authorised Users in violation of applicable law.

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, the Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.


Termination without cause

Customer may terminate its team subscriptions immediately without cause. We may also terminate Customer’s team subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.


Representations disclaimer of warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the User Terms.


Limitation of liability

To the extent permissible at law, each party is not liable for any indirect, punitive, incidental, special, consequential damages including without limitation any claims, losses, liability, loss of data, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide the Services under these Customer Terms.

To the extent permitted by law, we exclude all representations, guarantees, warranties or terms (whether express or implied) other than those expressly set out in these Customer Terms, and the the UKn Consumer Law to the extent applicable.

We cannot guarantee specific results for our Services. It is Customer’s sole responsibility to determine that the Services or any part of these meet Customer’s needs or are otherwise suitable for the purposes for which they are used.

These Customer Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. Subject to such legislation, each party limits liability for any claims relating to these Customer Terms to the fees payable under this agreement (if applicable) for the preceding one (1) month.

The foregoing limitations do not apply with respect to (a) our breach of our obligations under the section titled ‘We’ll protect your Customer Data’, (b) our obligations under the section titled ‘Our indemnification of Customer’, (c) Customer’s obligations under the section titled ‘Customer indemnification of Us’ or (d) either party’s breach of the section titled Confidentiality.

This clause survives the termination or expiry of these Customer Terms for whatever reason.


Our indemnification of Customer

We agree to defend, indemnify and hold Customer harmless from any losses or damages (“Claims”) brought against or sustained by Customer by a third party, which relates to the infringement of a third-party Intellectual Property Rights caused by Customer’s use of the Services. Our indemnity does not include any actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including reasonable legal fees) brought against or sustained by Customer by a third party, which:

(a) relates to unmodified Customer Data;

(b) relates to a product or service of another entity to the extent such third party product or service is not reasonably

necessary for the use of our service; or

(c) arises out of any unlawful modification of the Services;

(d) arises out of any breach by Customer of these Customer Terms; or

(e) arises from an admission or settlement by Customer without our prior written consent.

For any Claims arising under this clause, Customer must:

(a) provide us with prompt notice of any Claim brought against Customer;

(b) provide reasonable assistance to defend the Claim, including providing us with any relevant documents or evidence that we request;

(c) allow us to maintain exclusive control over the Claim, including as to any settlements that we may agree upon; provided that we may not settle any Claim that requires Customer to admit fault, take any action, or pay any monies without Customer’s written consent signed by an Authorised officer.

This clause is Customer’s exclusive remedy and our sole liability against any Claim brought against or sustained by Customer by a third party.This clause survives the termination or expiry of these Customer Terms for whatever reason.


Customer indemnification of Us

Customer agrees to defend, indemnify and hold us, our affiliates, employees, agents, contributors, third party content providers and licensors harmless from and against all actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including legal fees on a full indemnity basis) brought against or sustained by us, which: (a) is directly or indirectly caused by Customer’s breach of these Terms; (b) is directly or indirectly caused by any willful, reckless or negligent act of Customer; (c) concerns personal injury to any person caused or contributed to by Customer; (d) is caused by Customer’s act or omission and constitutes a loss of or damage to property; (e) is brought by any third-party in respect of personal injury, death or damage to third-party property; or (f) arises from Customer’s act or omission.

For any claims arising under this clause, we must: (a) provide Customer with prompt notice of any claim brought against us; (b) provide reasonable assistance to defend the claim at Customer’s expense, including providing Customer with any relevant documents or evidence that Customer requests; (c) allow Customer to maintain exclusive control over the claim, including as to any settlements that Customer may agree upon; provided that Customer may not settle any claim that requires us to admit fault, take any action, or pay any monies without our written consent signed by an Authorised officer. This clause is Customer’s exclusive remedy and our sole liability against any Claim brought against or sustained by Customer by a third party.

Except as required by law, we will not be liable for any claim, loss or liability for personal injury, death or damage to Customer or its property however it may be caused. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, and in such case, Customer agrees to cooperate with our defence of such claim. In no event will we be liable to Customer for any indirect, incidental or consequential damages including, without limitation, direct, indirect, special, punitive, or exemplary damages.


Confidentiality

In these Customer Terms, “Confidential Information” means information that:

(a) is by its nature confidential; or

(b) is designated by a party as confidential; or

(c) the receiving party knows or ought to know is confidential;

but does not include information which:

(d) is or becomes public knowledge other than by breach of these Customer Terms or by any other unlawful means;

(e) is in the possession of the party without restriction in relation to disclosure before the date of receipt from the other party; or

(f) has been independently developed or acquired by the other party.

A party who receives Confidential Information under these Customer Terms agrees not to disclose it to any other party without the prior written consent of the other party.

We will restrict disclosure of such Confidential Information only to such of our employees, agents or subcontractors that need to know it for discharging our obligations under these Customer Terms, and shall ensure that such employees, agents or subcontractors are subject to the same obligations of confidentiality. All Customer Data is Confidential Information for Customer. We shall use a commercially reasonable effort to protect Customer Data as they would protect their own data.


Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.


Disputes

You agree to use your best endeavour to use mediation and negotiation to resolve any dispute arising out of or relating to these Customer Terms, prior to resorting to an external dispute resolution process.


Publicity

The Customer grants us the right to use the Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers. Customer may send an email to help@weareinsightful.com stating that it does not wish to be used as a reference and we will cease using Customer’s name and logo in any marketing or promotional material.


Relationship of the Parties

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.


Amendment

These Terms may be amended without notice from time to time at our sole discretion. Your use of the Services following any amendments indicates that you accept the amendments. Please check these Terms regularly to ensure you are aware of any changes, and only proceed to use the Services if you accept the new Terms.


Jurisdiction

Your use of the Services and any dispute arising out of your use of it is subject to the laws of New South Wales and the Commonwealth of the UK. These Customer Terms are governed by the laws of New South Wales and the Commonwealth of the UK and subject to the exclusive jurisdiction of the courts operating in New South Wales. The Services may be accessed throughout the UK and overseas. We make no representation that the Services complies with the laws (including intellectual property laws) of any country outside the UK. If you access the Services from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place where you access the Services.


Entire agreement

The Contract, including these Customer Terms and all referenced pages constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by the Customer or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the portions of the Customer-Specific Supplement that apply to the Customer (if any), (2) the Customer Terms, and (3) any other documents or pages referenced in the Terms.

For questions and notices, please email help@weareinsightful.com.