CROWD SCIENCE DEMOGRAPHICS SERVICE TERMS OF USE
Welcome to the Crowd Science Demographics service (the “Service”)!
The following terms and conditions constitute the agreement (“Agreement”) between Crowd Science, Inc. (“Crowd Science”) and you (either as an individual or representing a legal entity as an authorized employee or agent) ("You") governing Your use of the Service. BY CHECKING THE "I ACCEPT" BOX YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE LEGAL ENTITY YOU ARE REPRESENTING, AND ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CHECK THE “I ACCEPT” BOX AND YOU MAY NOT USE THE SERVICE.
1. The Service. The current features and capabilities of the Service are described at www.crowdscience.com/pricing. Crowd Science may add, modify, upgrade or delete features or capabilities from the Service without notice in its sole discretion. The Service is offered with different levels of access to features and capabilities, and which one you select will determine whether any and which amount of fees will apply.
2. Your Account. In order to use the Service, You will need to apply for an account with Crowd Science by completing the registration process that follows. As part of this process, You will be asked to provide Your e-mail address (username) and a password. It is Your responsibility to protect Your password. You are solely responsible for activities in Your account, and You agree to notify Crowd Science immediately upon learning of any unauthorized use of Your account or any other breach of security. You will also be asked to select the level of access to the Service You would like. If you select a level of Service access that requires payment, you will then be asked for other information that will enable us to process and collect the necessary payment(s) from You. Crowd Science may accept or reject Your application for an account in its sole discretion.
3. License. Upon establishing your account, You will be required to install the Crowd Science java script tag (including any updates thereto provided to You by Crowd Science) (the “CSJS Tag”) on the web pages that You own or control and from which You desire to receive analytic reports through the Service (collectively, the "Website”). Subject to Your compliance with the terms and conditions of this Agreement, Crowd Science hereby grants You a non-exclusive license to install, copy and use the CSJS Tag solely in connection with Your use of the Service, and to remotely access the Service through Your account to view and download analytic reports for your Website (“Reports”) at http://app.crowdscience.com, or such other location as Crowd Science may from time to time designate. You may use the Service and Reports for Your own business use, including reproduction and distribution to third parties of materials contained in the Reports; provided, however, the You may not use, nor may you permit others, to use the Service, Reports or materials contained therein for data aggregation with other Crowd Science customers for commercial purposes or otherwise for resale.
4. Information Collection and Retention; No Personally Identifiable Information. By registering for an account, you are agreeing to permit Crowd Science to invite visitors to Your Website to participate in demographic and attitudinal surveys and to track traffic and usage data from visitors in order to build a database from which Crowd Science’s analytics and Reports will be derived (“Surveys”). The results of any Surveys will be collected and maintained by Crowd Science, but after collection the Survey results will not be made available to the public or any third party in any manner that may allow the results to be associated with You or Your Website. The Surveys will NOT request nor will they collect any personally identifiable information from Survey participants. Crowd Science will retain and destroy Survey results in its database in a manner consistent with the established information collection standards of the marketing research industry.
5. Restrictions. The Service, the CSJS Tag and the Software and all intellectual property rights therein are the property of Crowd Science. All rights in and to the Service, the CSJS Tag and the Software not expressly granted to You in this Agreement are hereby expressly reserved by Crowd Science and its licensors. You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the CSJS Tag or the software underlying the Service (“Software”); (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by applicable law; (iii) remove any proprietary notices or labels on the Software or the Service; (iv) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (v) take any action that may skew or otherwise result in creating inaccurate Survey results. You will comply with all applicable laws and regulations in Your use of and access to the Software, Service and Reports.
6. Information Use Rights; Security. You agree that the information collected by Crowd Science through Surveys on Your Website may be used by Crowd Science to provide Reports and other marketing information and services to other Crowd Science customers in aggregate in such a way that no personally identifiable information of You, Your Website or any Survey participant would be disclosed or could be derived. Crowd Science will not use or disclose Your Reports or the data underlying them with any third party without Your prior written consent. Crowd Science may retain results from Surveys gathered from Your Website after termination of this Agreement for any reason. Crowd Science will use reasonable security measures to protect its databases and their contents. However, it is Your responsibility to protect Your password and to prevent unauthorized use of Your account. Crowd Science will not use or disclose to any third party any information provided by You to Crowd Science without your prior consent other than as is necessary for Crowd Science to operate and maintain the Service or to process and collect any required payment through Crowd Science’s payment processing service provider.
7. User Privacy and Website Content. You will not (and will not allow any third party to) use the Service to track, collect or derive personally identifiable information of visitors to Your Website, nor will You (or will You allow any third party to) associate any data gathered from Your Website(s) (or such third parties' website(s)) with any personally identifying information from any source as part of Your use (or such third parties' use) of the Service. You will comply with all applicable laws and standards relating to the collection of information from visitors to Your Websites. In addition, You, and NOT Crowd Science, are solely responsible for the operation of and the content and materials posted on your Website(s), and You will comply with all applicable laws and standards in connection therewith.
8. Indemnification. You agree to defend, indemnify, and hold Crowd Science harmless from and against any and all third-party claims, actions, proceedings, and suits brought against Crowd Science or any of its officers, directors or employees, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by Crowd Science or any of its officers, directors or employees, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules, regulations in connection with the operation of and the content and materials posted on Your Website(s). In such a case, Crowd Science will provide You with written notice of such claim, suit or action and will cooperate as reasonably required in the defense of any claim at Your expense.
9. Warranty Disclaimer. Crowd Science will conduct Surveys in a manner consistent with the established information collection standards of the marketing research industry. Crowd Science does not represent or warrant that the Service will be uninterrupted or error-free. Crowd Science does not represent or warrant that the use of the Service or the Reports will be correct, accurate, timely or otherwise reliable. THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE BY CROWDSCIENCE, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE SOFTWARE OR REPORTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN ITS ENTIRETY.
10. Limitations of Liability. CROWD SCIENCE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. CROWD SCIENCE’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) U.S.$ 5000; AND (ii) THE AMOUNT ACTUALLY PAID BY YOU TO CROWDSCIENCE IN THE TWELVE MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
11. Term and Termination. Either party may terminate this Agreement at any time and for any reason or for no reason immediately upon notice. Upon any termination or expiration of this Agreement: (i) You will delete the CSJS from all pages on Your Website; (ii) Crowd Science will discontinue providing Service to You; (iii) Crowd Science will delete Your historical Report data from its database and will retain no copies thereof; and (iv) so long as You are not in breach of this Agreement, Crowd Science will refund to You and unused portion of any pre-paid fees.
12. U.S. Government Rights. If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
13. Modification of Agreement. Crowd Science may change or modify any of the terms and conditions contained in this Agreement at any time, including without limitation, prices or features and capabilities of the Service, by providing thirty (30) days notice of such change to You via the e-mail connected with Your Account. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Crowd Science or (ii) You accept updated terms online.
14. Miscellaneous. This Agreement represents the complete agreement between You and Crowd Science concerning its subject matter, and supersedes all prior or contemporaneous agreements and representations between the parties, whether written or oral. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Santa Clara County, California . Any notices to Crowd Science must be sent to: 1955 Landings Drive, Sunnyvale, California 94043. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Crowd Science's prior written consent, and any attempt to do so is void. The relationship between You and Crowd Science is one of independent contractors, and not of agency, partnership or joint venture. The following sections of this Agreement will survive any termination thereof: 6, 8, 9, 10, 11 and 14.