18-211.00 Survey Monkey: Survey Software (B-241
elt) SurveyMonkey
MASTER SERVICES AGREEMENT
This Master Services Agreement("Agreement")governs your purchase and use of our Services. By accepting this Agreement,either
by executing an order form referencing this Agreement or clicking a button indicating your acceptance,you agree to the terms of this
Agreement.
This Agreement was last updated on May 31,2018.It is effective between you and SurveyMonkey as of the Order Form Effective Date("Effective
Date").
Main Terms
1 DEFINITIONS.
"Article 28"means article 28 of the General Data Protection Regulation(Regulation (EU)2016/679).
"Customer"or"you"means the customer accepting this Agreement.
"Customer Data"means all data(including Personal Data and End User data)that is provided to SurveyMonkey by, or on behalf of,
Customer through Customer's use of the Services,and any data that third parties submit to Customer through the Services.
"Data Protection Impact Assessment"means a data protection impact assessment as referred to in article 35 of the General Data
Protection Regulation(Regulation(EU)2016/679).
"Deliverable"(applicable only to agreements regarding SurveyMonkey Apply or FluidReview products)means a report, presentation or
other document, or other electronic or tangible work product commissioned by, and developed specifically for,Customer that
SurveyMonkey is required to deliver to Customer as part of Project Services.
"End Users"means Customer's employees,agents, independent contractors,and other individuals authorized by Customer to access
and use the Services, unless otherwise defined in a specific Order Form or SST.
"Intellectual Property Rights"means current and future worldwide rights under patent, copyright, design rights,trade secret,
trademark,moral rights,and other similar rights,whether registered or unregistered.
"Order Form"means an order form,sales order,sales quote,or similar document referencing and made under this Agreement and
executed by the parties.
"Personal Data"means information relating to a living individual who is,or can be, reasonably identified from information, either alone
or in conjunction with other information,within Customer's control and which is stored, collected or processed within one of Customer's
SurveyMonkey End User accounts.
"Privacy Policy"means the SurveyMonkey Privacy Policy at https://www.surveymonkev.com/mp/legal/privacy-basics-enterprise/
that details how SurveyMonkey handles Customer Data.
"Project Services"(applicable only to agreements regarding SurveyMonkey Apply or FluidReview products)means professional
services, implementation services, consulting services, or other project-based services. Project Services are not subscriptions.
"Services"means the services ordered by Customer on an Order Form, including but not limited to Subscriptions and Project Services.
"SSTs"means service-specific terms that apply to specific Services(including Subscriptions and Project Services)and that are
incorporated into and form a part of this Agreement.
"SurveyMonkey"means the SurveyMonkey entity defined in Section 14(Contracting Entity).
"SurveyMonkey Background IP"means Intellectual Property Rights: (a)owned by or licensed to SurveyMonkey as of the Effective
Date; (b)developed or acquired by SurveyMonkey after the Effective Date but independent of,and unrelated to, SurveyMonkey's
performance of the Services for Customer; or(c)relating to standard products or services offered or provided by SurveyMonkey
(including any improvements to those products and services, but which do not constitute Deliverables).
2 SERVICES.
2.1 Provision of Services. SurveyMonkey will provide the Services to Customer in accordance with this Agreement, including any Order
Forms and any applicable SSTs.
2.2 Order Forms. The parties may enter into Order Forms under this Agreement. SurveyMonkey and Customer may agree that
Customer's affiliates may enter into Order Forms under this Agreement. Any such Order Form may be executed by SurveyMonkey or a
SurveyMonkey affiliate pursuant to the requirements for SurveyMonkey entities under Section 14. Any reference in the Agreement to
"Customer"will refer to the Customer entity signing the Order Form and any reference in the Agreement to"SurveyMonkey"will refer to
SurveyMonkey Master Services Agreement(version May 31, 2018)
the SurveyMonkey contracting entity signing the Order Form. Each Order Form will incorporate the terms and conditions of this
Agreement and will be a separate contract between the entities entering into the Order Form.
2.3 Third Party Services. If Customer integrates the Services with any non-SurveyMonkey-provided third party service(such as a third
party's service that uses an application programming interface(API)), Customer acknowledges that such third party service might
access or use Customer Data and Customer permits the third party service provider to access Customer Data as required for the
interoperation of that third party service with the Services. Customer is solely responsible for the use of such third party services and
any data loss or other losses it may suffer as a result of using any such services.
3 TYPES OF SERVICES.
3.1 Subscriptions. Services sold as subscriptions are subject to the following terms, unless otherwise agreed on an Order Form:
(a) License. Subject to the terms and conditions of this Agreement,SurveyMonkey grants Customer a non-exclusive, non-
transferable worldwide right to access and use the Services during the subscription term.
(b) Subscription Term.The initial term of each subscription is specified on the Order Form.Subscriptions will automatically renew at
the end of each subscription term for additional periods equal to one year, unless either party gives the other written notice of
non-renewal at least 30 days before the end of the then-current subscription term.
(c) Subscription Units Added Mid-subscription Term. An Order Form may be used to add more subscription units(e.g.seats or
packages)to a subscription during a subscription term. The per unit pricing for those additional subscription units will be as
specified on the Order Form of the underlying subscription(or, absent such specification, at the same per unit pricing as the
underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are
added. Any such additional subscription units will renew or terminate on the same date as the underlying subscription.
Subscription units relating to a Service cannot be decreased during a subscription term for that Service.
(d) Default Type. Each Service is purchased as a subscription unless otherwise specified in an Order Form or indicated given the
nature of the Service.
3.2 Project Services(applicable only to agreements regarding SurveyMonkey Apply or FluidReview products). Project Services are subject
to the following terms, unless otherwise agreed on an Order Form:
(a) Project Term. The term of a Project Service ends upon completion of those Project Services, unless earlier terminated.
(b) Scope of Project Services. SurveyMonkey will provide Project Services to Customer in accordance with an Order Form (which
may alternatively be entitled a"Statement of Work"), including any specifications,timetables, and acceptance criteria and
procedures described therein.
(c) Ownership of Deliverables. Customer will own all Intellectual Property Rights in any Deliverables, and SurveyMonkey hereby
assigns all Intellectual Property Rights in any Deliverables to Customer. Notwithstanding the foregoing, nothing in this
Agreement will assign or vest ownership of any SurveyMonkey Background IP from SurveyMonkey to Customer. Customer
grants SurveyMonkey and its affiliates a worldwide, royalty-free, non-exclusive license during the Term to use, reproduce,
distribute, modify,and adapt the Deliverables for the purpose of providing the Services to Customer in accordance with this
Agreement.
4 SERVICE FEATURES.
4.1 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future features or functionality,or
dependent on any oral or written public comments made by SurveyMonkey regarding future features or functionality.
4.2 Changes to Services. SurveyMonkey continually changes and improves the Services. SurveyMonkey may add, alter or remove
functionality from such Services at any time without prior notice,provided that SurveyMonkey will provide Customer with prior written
notice if SurveyMonkey makes a change to the Services resulting in a material decrease in core functionality used by SurveyMonkey's
general customer base.
5 FEES.
5.1 Fees. Customer will pay to SurveyMonkey all applicable fees for the Services specified in each Order Form. Except as otherwise
specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable and fees paid are not refundable;
provided, however,that refunds may be provided to Customer in the event this Agreement is terminated in accordance with Section
13.5(b).
5.2 Invoicing and Payment Terms. Payment terms shall be specified in each Order Form. Unless otherwise specified in the Order Form,
an invoice will be issued upon execution of the Order Form. Multi-year orders and renewals will be invoiced on an annual basis.
5.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of any applicable taxes, levies,duties,or similar
governmental assessments of any nature(including value-added,sales, and use taxes, but excluding withholding taxes and taxes
based on SurveyMonkey's income, property, or employees)("Taxes")that may arise in connection with Customer's purchases under
this Agreement. If any such Taxes arise, Customer will pay such Taxes in addition to all other amounts payable under this Agreement,
unless Customer provides SurveyMonkey with a valid tax exemption certificate or other documentary proof,issued by an appropriate
taxing authority,that no tax should be charged. If Customer is required by law to withhold any Taxes from its payments to
SurveyMonkey, Customer must provide SurveyMonkey with an official tax receipt or other appropriate documentation to support such
payments.
5.4 Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Order Form. Fee payments by
Customer must be received by SurveyMonkey in the same currency as such fees were billed.
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5.5 Overdue Payments. SurveyMonkey may charge Customer interest on overdue payments at the rate of 1.5%per month (or the highest
rate permitted by law, if less)on the amount overdue If any amount owed by Customer is overdue by 30 days or more, SurveyMonkey
may limit functionality or suspend provision of Services to Customer until such amounts are paid in full.
5.6 Overage Fees. Unless otherwise stated,any overage fees incurred by Customer will be billed in arrears at the rate listed on the Order
Form. The additional units will be charged at the per unit pricing for those additional units as specified on the Order Form for the
underlying subscription (or,absent such specification, at the same per unit pricing as the underlying subscription pricing), prorated for
the portion of that subscription term remaining at the time the subscription units are added.
6 CUSTOMER OBLIGATIONS.
6.1 Customer Responsibilities.
(a) Account Security. Customer is responsible for maintaining the confidentiality of its own passwords and any other credentials
used by it and its End Users to access the Services. Customer will use commercially reasonable efforts to prevent unauthorized
use of the Services and will terminate any unauthorized use of which it becomes aware. Customer will notify SurveyMonkey
promptly if Customer becomes aware of any unauthorized access to its accounts.
(b) End User Activities. Customer is responsible for ensuring that its End Users comply with this Agreement. Customer,and not
SurveyMonkey, is responsible for the acts of its End Users and any activity occurring in its End User accounts (other than
activity that SurveyMonkey is directly responsible for which is not performed in accordance with Customer's instructions).
(c) One Individual per Account. End User accounts and passwords may not be shared and may only be used by one individual per
account.
6.2 Acceptable Uses by Customer. Customer will not violate the Acceptable Uses Policy located at
https://www.survevmonkey.com/mp/legal/acceptable-uses-policy/.
6.3 Third Party Requests. The parties may from time to time receive a request from a third party for records related to Customer's use of
the Services, including information in a Customer End User account or identifying information about a Customer End User("Third Party
Request"). Third Party Requests include search warrants,subpoenas,and other forms of legal process.
Customer is responsible for responding to Third Party Requests via its own access to the information,and will only contact
SurveyMonkey if Customer is unable to obtain such information after diligent efforts. If SurveyMonkey receives a valid Third Party
Request then,to the extent permitted by law,SurveyMonkey:
(a) may inform the third party issuing such request that it should pursue the request directly with Customer; and
(b) will: (i)promptly notify Customer of the Third Party Request; (ii)cooperate, at Customer's expense,with Customer's reasonable
requests regarding Customer's efforts to oppose a Third Party Request; and(iii)after providing Customer with an opportunity to
respond to or oppose the Third Party Request, SurveyMonkey may fulfill that request if SurveyMonkey determines that it is
required or permitted by law to do so.
6.4 Embargoes. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The
Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the
Services. Customer will ensure that: (a)its End Users do not use the Services in violation of any export restriction or embargo by the
United States;and (b)it does not provide access to the Services to persons on the U.S. Department of Commerce's Denied Persons
List or Entity List,or the U.S.Treasury Department's list of Specially Designated Nationals.
6.5 Suspension of Services. SurveyMonkey may limit or suspend the Services from time to time at its discretion(for example,to perform
scheduled maintenance or to stop a violation of Section 6.2(Acceptable Uses by Customer). If the circumstances reasonably permit,
SurveyMonkey will give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it,or
address the issue that has prompted SurveyMonkey to take such action. There may be some situations,such as security emergencies,
where it is not practicable for SurveyMonkey to give such advance notice. SurveyMonkey will use commercially reasonable efforts to
narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.
7 SECURITY AND PRIVACY.
7.1 Security. SurveyMonkey has,taking into account the state of the art,cost of implementation,the nature,scope, context and purposes
of the Services,and the level of risk,implemented appropriate technical and organizational measures to ensure a level of security
appropriate to the risk of unauthorized or unlawful processing,accidental loss of and/or damage to Customer Data.At reasonable
intervals, SurveyMonkey tests and evaluates the effectiveness of these technical and organizational measures for ensuring the security
of the processing.
7.2 Privacy Policy. Customer has read and acknowledges the applicability of the Privacy Policy to this Agreement.Customer also
acknowledges that SurveyMonkey may revise the Privacy Policy from time to time and that the most current version will always be at
httus://www.surveymonkey.com/mp/legal/privacy-basics-enterprise/.When SurveyMonkey makes a change to this policy that, in
SurveyMonkey's sole discretion, is material,SurveyMonkey will notify you in accordance with the notice provisions at Section 15.9. By
continuing to access or use the Services after those changes become effective,you agree to be bound by the revised Privacy Policy.
7.3 Data Protection.Where SurveyMonkey is processing Personal Data for Customer, SurveyMonkey will:
(a) only do so on documented Customer instructions and in accordance with applicable law, including with regard to transfers of
personal data to a third country or an international organization,and the parties agree that this Agreement and the
SurveyMonkey Privacy Policy constitute such documented instructions of the Customer;
(b) To the extent applicable, SurveyMonkey Europe UC relies upon (i)SurveyMonkey Inc.'s Privacy Shield certification and/or
standard contractual clauses and/or consent for data transfer to the United States to SurveyMonkey Inc.,and (ii)standard
SurveyMonkey Master Services Agreement
•
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contractual clauses for data transfers to countries outside the European Economic Area, other than the United States,that do
not have adequate levels of data protection as determined by the European Commission. Customer appoints SurveyMonkey
Europe UC(and,to the extent required, SurveyMonkey Inc.)as its agent for purposes of entering into any standard contractual
clauses for such purposes on Customer's behalf;
(c) ensure that all SurveyMonkey personnel involved in the processing of Personal Data are party to confidentiality obligations in
respect of the Personal Data;
(d) make available(at Customer's expense)information necessary for Customer to demonstrate compliance with its Article 28
obligations(if applicable to the Customer)where such information is held by SurveyMonkey and is not otherwise available to
Customer through its account and user areas or on SurveyMonkey websites, provided that Customer provides SurveyMonkey
with at least 14 days'written notice of such an information request;
(e) cooperate as reasonably requested by Customer(at Customer's expense)to enable Customer to comply with any exercise of
rights by a data subject under the General Data Protection Regulation(EU)2016/679 in respect of personal data processed by
SurveyMonkey in providing the Services;
(f) promptly notify Customer of all requests received directly from a data subject of any of the Personal Data in respect of that data '
subject's Personal Data submitted through the Services;
(g) cooperate with the Office of the Data Protection Commissioner or any replacement or successor body from time to time(or,to
the extent required by the Customer, any other data protection or privacy regulator)in the performance of such regulator's tasks
where required;
(h) not store Personal Data(in a format that permits identification of relevant data subjects)for longer than is necessary for the
purposes for which the data is processed save to the extent such retention is required for legitimate business purposes(with
respect to,for example,security and billing), in order to comply with applicable laws and regulations and as may otherwise be
kept in routine backup copies made for disaster recovery and business continuity purposes;and
(i) assist Customer as reasonably required(at Customer's expense)where Customer conducts a Data Protection Impact
Assessment involving the Services.
7.4 Sub-processing. Customer provides a general authorization to SurveyMonkey to engage onward sub-processors,subject to compliance
with the requirements in this Section 7.
7.5 Sub-processor List.SurveyMonkey will,subject to any confidentiality provisions under this Agreement or otherwise imposed by
SurveyMonkey:
(a) make available to Customer a list of the SurveyMonkey subcontractors("Sub-processors")who are involved in processing or
sub-processing Personal Data in connection with the provision of the Services,together with a description of the nature of
services provided by each Sub-processor("Sub-processor List"). A copy of this Sub-processor List may be requested here;
(b) ensure that all Sub-processors on the Sub-processor List are bound by contractual terms that are in all material respects no less
onerous than those contained in this Agreement;and
(c) be liable for the acts and omissions of its Sub-processors to the same extent SurveyMonkey would be liable if performing the
services of each of those Sub-processors directly under the terms of this Agreement, except as otherwise set forth in this
Agreement;
7.6 New/Replacement Sub-processors.
SurveyMonkey will provide Customer with written notice of the addition of any new Sub-processor or replacement of an existing Sub-
processor at any time during the term of the Agreement("New Sub-processor Notice"), provided that Customer signs up to a mailing
list made available by SurveyMonkey through which such notices will be delivered by e-mail. If Customer has a reasonable basis to
object to SurveyMonkey's use of a new or replacement Sub-processor, Customer will notify SurveyMonkey promptly in writing and in
any event within 15 days after receipt of a New Sub-processor Notice. In the event of such reasonable objection, either Customer or
SurveyMonkey may terminate the portion of any Agreement relating to the Services that cannot be reasonably provided without the
objected-to new Sub-processor(which may involve termination of the entire Agreement)with immediate effect by providing written
notice to the other party. Such termination will be without a right of refund for any fees prepaid by Customer for the period following
termination.
7.7 Security Incident. If SurveyMonkey becomes aware of any unauthorized or unlawful access to,or acquisition, alteration, use,
disclosure,or destruction of, Personal Data("Security Incident"),SurveyMonkey will take reasonable steps to notify Customer without
undue delay, but in any event within 48 hours of becoming aware of the Security Incident. SurveyMonkey will also reasonably
cooperate with Customer with respect to any investigations relating to a Security Incident with preparing any required notices,and
provide any information reasonably requested by Customer in relation to any Security Incident.
7.8 Audits. Customer will provide SurveyMonkey with at least one month's prior written notice of any audit,which may be conducted by
Customer or an independent auditor appointed by Customer(provided that no person conducting the audit shall be, or shall act on
behalf of,a competitor of SurveyMonkey)("Auditor"). The scope of an audit will be as follows:
(a) Customer will only be entitled to conduct an audit once per year(during the course of a 12 month subscription)unless otherwise
legally compelled or required by a regulator with established authority over the Customer to perform or facilitate the performance
of more than 1 audit in that same year(in which circumstances Customer and SurveyMonkey will, in advance of any such
audits, agree upon a reasonable reimbursement rate for SurveyMonkey's audit expenses).
(b) SurveyMonkey agrees,subject to any appropriate and reasonable confidentiality restrictions,to provide evidence of any
certifications and compliance standards it maintains and will,on request, make available to Customer an executive summary of
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SurveyMonkey's most recent annual penetration tests,which summary shall include remedial actions taken by SurveyMonkey
resulting from such penetration tests.
(c) The scope of an audit will be limited to SurveyMonkey systems,processes, and documentation relevant to the processing and
protection of Personal Data,and Auditors will conduct audits subject to any appropriate and reasonable confidentiality
restrictions requested by SurveyMonkey.
(d) Customer will promptly notify and provide SurveyMonkey with full details regarding any perceived non-compliance or security
concerns discovered during the course of an audit.
(e) SurveyMonkey will inform Customer if it comes to its attention that any instructions received in respect of this Section 7.8
infringe the provisions of the General Data Protection Regulation or other applicable EU or EU Member State data protection
law. Notwithstanding the foregoing,SurveyMonkey shall have no obligation to review the lawfulness of any instruction received
from the Customer.
The parties agree that,except as otherwise required by order or other binding decree of a regulator with authority over the Customer,
this Section 7.8 sets out the entire scope of the Customer's audit rights as against SurveyMonkey.
7.9 Customer Privacy Obligations. Customer shall ensure and hereby warrants and represents that it is entitled to transfer the Customer
Data to SurveyMonkey so that SurveyMonkey may lawfully process and transfer the Personal Data in accordance with this Agreement.
Customer shall ensure that relevant data subjects have been informed of, and have given their consent to,such use, processing,and
transfer as required by all applicable data protection legislation.
8 INTELLECTUAL PROPERTY.
8.1 Customer IP. As between the parties,the Customer retains ownership of all Intellectual Property Rights in the Customer Data. This
Agreement does not grant SurveyMonkey any licenses or rights to the Customer Data except for the following:
(a) Customer grants SurveyMonkey and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host,copy,
transmit, modify, display, and distribute Customer Data only for the limited purposes of providing the Services to Customer and
improving the Services.
(b) If Customer provides SurveyMonkey with feedback about the Services, SurveyMonkey may use that feedback and incorporate it
into its products and services without any obligation to Customer.
8.2 SurveyMonkey IP. As between the parties,SurveyMonkey retains ownership of the Services and all related Intellectual Property Rights.
No licenses or rights are granted to Customer by SurveyMonkey other than as expressly provided for in this Agreement. Except as
permitted by SurveyMonkey's brand and trademark use policies,this Agreement does not grant the Customer any right to use
SurveyMonkey's trademarks or other brand elements.
8.3 Customer Lists. SurveyMonkey may identify Customer by name and logo as a SurveyMonkey customer on SurveyMonkey's website
and on other promotional materials. Any goodwill arising from the use of Customer's name and logo will inure to the benefit of
Customer.
9 CONFIDENTIALITY.
9.1 Definition. "Confidential Information"means information disclosed by a party("Discloser")to the other party("Recipient")in
connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as
confidential under the circumstances. Customer's Confidential Information includes Customer Data. SurveyMonkey's Confidential
Information includes the terms of this Agreement and any security information about the Services. Despite the foregoing,Confidential
Information does not include information that: (a)is or becomes public through no fault of the Recipient; (b)the Recipient already
lawfully knew; (c)was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or(d)was
independently developed by the Recipient without reference to the Discloser's Confidential Information.
9.2' Confidentiality. The Recipient will:(a)protect the Discloser's Confidential Information using commercially reasonable efforts;(b)use the
Discloser's Confidential Information only as permitted by this Agreement, including to exercise the Recipient's rights and fulfill the
Recipient's obligations under this Agreement;and (c)not disclose the Discloser's Confidential Information without the Discloser's prior
consent, except to affiliates,contractors,agents, and professional advisors who need to know it and have agreed in writing(or, in the
case of professional advisors,are otherwise bound)to keep it confidential on terms comparable to those under this Section. The
Recipient may disclose the Discloser's Confidential Information when and to the extent required by law or legal process, but only after
the Recipient, if permitted by law, uses reasonable efforts to notify the other party.
9.3 Return or Destruction of Confidential Information. Upon the termination or expiration of the Agreement and all Order Forms under the
Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or
control within a reasonable amount of time in accordance with the Recipient's data destruction practices.
10 WARRANTIES.
10.1 Warranties. Each party represents and warrants that:(a)it has full power and authority to enter into this Agreement; and(b)it will
comply with all laws and regulations applicable to its provision or use of the Services.
10.2 Disclaimers. SURVEYMONKEY MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES.TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW,SURVEYMONKEY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY,
INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR '
PURPOSE.
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14 CONTRACTING ENTITY.
14.1 Contracting Entity Table. In the table below,"Customer Location"refers to where Customer is located(as determined by Customer's
business address on the Order Form, if specified)and determines which table row applies to Customer:
Contracting Entity Table
Customer Location Contracting Entity. Governing Law -
United States SurveyMonkey Inc., a Delaware corporation with Tax ID 37-1581003 located at California
One Curiosity Way, San Mateo,CA 94403, United States of America
Anywhere other than SurveyMonkey Europe UC,an Irish company with VAT number IE 3223102GH Ireland
the United States located at 2 Shelbourne Buildings,Second Floor,Shelbourne Rd, Dublin 4, Ireland
(a) Contracting Entity. References to"SurveyMonkey"are references to the applicable Contracting Entity specified in Contracting
Entity Table. The Services are provided by that contracting entity.
(b) Governing Law. This Agreement is governed by the laws of the applicable jurisdiction specified in the Contracting Entity Table,
without giving effect to any of its conflicts of laws principles.
15 GENERAL.
15.1 Amendments. This Agreement may only be amended if authorized representatives of each party agree in a signed writing.
15.2 Assignment. Neither Customer nor SurveyMonkey may assign this Agreement without the other party's prior written consent(such
consent not to be unreasonably withheld). However, either party may assign this Agreement without notice to an affiliate or to a
successor or acquirer,as the case may be, in connection with a merger,acquisition,corporate reorganization or consolidation,or the
sale of all or substantially all of such party's assets or of the SurveyMonkey business line to which the subject matter of this Agreement
relates. Any other attempt to transfer or assign is void.
15.3 Counterparts. This Agreement may be executed in any number of counterparts,each of which will be deemed to be an original and all of
which taken together will comprise a single instrument.
15.4 Entire Agreement. This Agreement(including any documents incorporated herein by reference to a URL or otherwise, and any Order
Form prepared for the Customer by SurveyMonkey), constitutes the entire agreement between Customer and SurveyMonkey and it
supersedes any other prior or contemporaneous agreements or terms and conditions,written or oral,concerning its subject matter. Any
terms and conditions appearing on a purchase order or similar document issued by Customer do not apply to the Services,do not
override or form a part of this Agreement, and are void.
15.5 Force Majeure. Neither SurveyMonkey nor Customer will be liable for inadequate performance to the extent caused by a condition(for
example, natural disaster, act of war or terrorism, riot, governmental action,or internet disturbance)that was beyond the party's
reasonable control.
15.6 Independent Contractors. The relationship between SurveyMonkey and Customer is that of independent contractors, and not legal
partners, employees,joint venturers,or agents of each other.
15.7 Interpretation. The use of the terms"includes", "including","such as"and similar terms,will be deemed not to limit what else might be
included.
15.8 No Waiver. A party's failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.
15.9 Notices.
(a) Providing Notice. All notices must be in writing and will be deemed given when: (i)personally delivered, (ii)verified by written
receipt, if sent by postal mail with verification of receipt service or courier, (iii)received, if sent by postal mail without verification
of receipt, or(iv)verified by automated receipt or electronic logs if sent by email.
(b) Notices to SurveyMonkey. Notices to SurveyMonkey must be sent to SurveyMonkey, One Curiosity Way,San Mateo, CA
94403, USA, marked to the attention of the Legal Department. Email is insufficient for providing non-routine legal notices
(including indemnification claims, breach notices,and termination notices)("Non-Routine Legal Notices")to SurveyMonkey.
Customer may grant approvals, permission,extensions,and consents by email.
(c) Notices to Customer. Notices to Customer may be sent to the email address associated with Customer's designated primary
administrator for the relevant Service("Primary Admin"). Billing-related notices (including notices of overdue payments)may be
sent to the relevant billing contact designated by Customer. If Customer has provided contact details for legal notices on the cover
page of this Agreement,any Non-Routine Legal Notices will be provided to such contact instead,with a copy to the email address
associated with Customer's Primary Admin. Notices to End Users of the Services may be sent to the email address associated
with that End User's account.
(d) Keep Contact Details Current. Customer and its End Users must keep the contact details associated with their user accounts and
billing contacts current and accurate,and notify SurveyMonkey in writing of any changes to such details.
15.10 Precedence. If any conflict exists among the following documents,the order of precedence will be: (1)the applicable Order Form,(2)this
Agreement,and (3)the applicable SSTs. Any terms set forth under a"Special Terms"heading in any of the foregoing documents will take
precedence over any other terms to the contrary in that document.
SurveyMonkey Master Services Agreement
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15.11 Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction,that provision will
be severed and the remainder of terms will remain in full effect.
15.12 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Customer's End Users are not third party beneficiaries
to Customer's rights under this Agreement.
16 TERMS FOR CERTAIN CUSTOMERS AND COUNTRIES.
16.1 Language. This Agreement was prepared and written in English. Any non-English translations of this Agreement which may be made
available are provided for convenience only and are not valid or legally binding.
16.2 U.S. Government Terms.
(a) Federal Government Agencies. If Customer is a United States Federal Government Agency,the Amendment located at
https://www.survevmonkev.com/mp/legal/terms-of-use-federal-government/applies to Customer, except that references to
the"Agreement"in that Amendment are to be read as references to this Agreement,and references to"Content"will refer to
Customer Data.
(b) Other U.S. Governmental Entities. If Customer is a different type of governmental entity in the United States,the
Amendment located at https://www.survevmonkey.com/mp/legal/terms-of-use-state-government/applies to Customer,
except that references to the"TOU"and"Terms"in that Amendment are to be read as references to this Agreement.
16.3 Country-Specific Terms. If Customer is located in one of the following locations,the terms thereunder apply.
Brazil
BRI.Third Party Requests. Despite the provisions of Section 6.3(Third Party Requests), if SurveyMonkey receives a Third Party Request,
as addressee,then SurveyMonkey will,at its sole discretion,comply with such request,file the appropriate appeal, or present its
clarifications in response to the request.To the extent permitted by law and by the Third Party Request, SurveyMonkey will use
commercially reasonable efforts to promptly notify the Customer of SurveyMonkey's receipt of the Third Party Request.
France
FR1.Overdue Payments. Despite anything to the contrary in Section 5.5(Overdue Payments), overdue payments may result in a penalty at
an interest rate equal to 3 times the legal interest rate or the statutory minimum rate,whichever is higher. Additionally,the statutory penalty
for collection costs may be payable by the Customer in the event of late payment.
FR2. Media.The limited license the Customer grants to SurveyMonkey under Section 10.1 (Customer IP)allows SurveyMonkey to exploit
the Customer Data in any form and on any medium, including paper or digital media such as hard disks and flash drives,and by any means
or process, including by wired,wireless,or online transmission of digitized or analog data. The duration of such limited license extends
only for the legal term of protection of the intellectual property rights attached to the Customer Data.
Germany
DE1.Specific Works.SurveyMonkey is not obliged to create any specific works for the Customer.
DE2. Liability Provisions. Sections 12.1 (Exclusion of Certain Liability)and 12.2(Liability Cap)do not apply and are replaced with the
following:"SurveyMonkey's liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as
follows:(a)SurveyMonkey will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material
contractual obligations;and(b)SurveyMonkey shall not be liable for a breach of any non-material contractual obligations nor for the slightly
negligent breach of any other applicable duty of care. The foregoing limitations of liability,as well as any other limitations of liability
contained in these Terms,will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act
(Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally,such limitations of liability will not apply if and to
the extent that SurveyMonkey has assumed a specific guarantee. The foregoing shall apply accordingly to SurveyMonkey's liability to the
Customer for futile expenses. The Customer and each End User is obliged to take adequate measures to avert and reduce damages."
•
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