23-153.00 Survey SoftwareInvoice #44482402
Jut5,2023
Description Bitting Period
Advantage Annual Plan Aug 19, 2023 - Aug 18, 2024
Tax
Billing Details
Marci Patterson
City of Spokane Valley
10210 E Sprague Ave
Spokane
Washington
99206
United States
Username: economicdevelopment@spokanevalley.org
Payment Due on August 19, 2023 (UTC)
Quantity Amount
1 $468
$41.65
Total: $509.65
Notes
Subscription Renewal Charge
How to Pay
8 Credit Card, Debit Card
1. Enter your card details. Your payment is processed immediately.
Direct Bank Deposit or Wire Transfer
1. Include the invoice number #44482402 in the comments on the deposit.
2. Send the payment to:
Account name: Momentive Inc. FKA SurveyMonkey Inc.
Bank name: Bank of America, N.A.
SWIFT code: BOFAUS3N
Intermediary SWIFT code: BOFAUS3N
Routing/ABA: 323070380 (ACH) or 026009593 (Wire Transfer)
Account number: 485005765897
3. You can use paid features once your payment is applied (3-10 business days).
0 Check
1. Include the invoice number #44482402 on the check.
2. Send the payment to:
Momentive Inc. FKA SurveyMonkey Inc.
c/o Bank of America Lockbox Services
32330 Collections Center Drive
Chicago, IL 60693-2330
3. You can use paid features once your payment is applied (5-10 business days).
Momentive Inc. FKA SurveyMonkey Inc.
One Curiosity Way, San Mateo CA 94403, USA
Terms of Use
Download a copy of the SurveyMonkey TOU here.
These terms apply to services purchased or signed -up for on
SurveyMonkey's websites. For terms applicable to services offered
through our enterprise sales team, please see our Governing Services
Agreement
LAST UPDATED: August 1, 2023
Introduction
These are terms that will apply to your use of our Services. You
should read these terms thoroughly, but for your convenience, we
provide annotations in boxes like this one throughout. Please note
that these annotations have no legal effect and are not part of our
official terms.
Effective as of August 1, 2023, Momentive Inc. will become
SurveyMonkey Inc., Momentive Europe UC will become
SurveyMonkey Europe UC, and Momentive Brasil Internet Eireli will
become SurveyMonkey Brasil Internet Eireli.
These Terms of Use ("TOU") apply to your access and use of SurveyMonkey's
products, services, websites, and apps that you purchase or sign up for on
SurveyMonkey's websites and which are branded as "Momentive",
"SurveyMonkey", "Wufoo" or "GetFeedback" (collectively the "Service(s)").
These TOU do not apply to Services which are available solely through our
enterprise sales (https://www.surveymonkey.com/enterprise/?
form autoload=&ut source=pricing-page&ut source2=terms-of-use&ut-source3=inline) channel.
Additional service -specific terms (https://www.surveymonkey.com/mp/legal/which-terms-
apply/?ut source=legal&ut source2=terms-of-use&ut source3=inline) apply to some Services
("Service -Specific Terms"). Certain country -specific terms
(https://www.surveymonkey.com/mp/legal/country-specific-terms?ut-source=legal&ut source2=terms-
of-use&ut_source3=inline) may also apply to you if you are located outside the United
States ("Country -Specific Terms"). We refer to the Service -Specific Terms and
Country -Specific Terms collectively as "Additional Terms" and the combination of
these TOU and any applicable Additional Terms collectively as these "Terms." To
the extent any conflict exists, the Additional Terms prevail over these TOU with
respect to the Services for which the Additional Terms apply.
You agree to these Terms by clicking to accept these Terms, executing a
document that references them, or using the Services.
Our Customers
Our paid Services are built for, and intended for purchase and use by sole
practitioners, entities and organizations for business and professional purposes,
and are not intended for use by consumers for personal, family, or household use
(with the exception of our SurveyMonkey Basic (free) plan). When using the
Services on behalf of an organization, you agree to these Terms on behalf of that
organization and you represent that you have the authority to do so. In such
cases, "you" and "your" will refer to that organization. If you are a consumer
purchasing one of our paid Services primarily for non -business purposes, such as
those primarily outside of a trade, business, association, craft, or profession (i.e.,
for personal, family, or household use), please confirm your consumer status in
your account management page.
1. Fees and Payments
1.1 Fees for Services.
You agree to pay us for our Services and these payments are non-
refundable.
You agree to pay to SurveyMonkey any fees for each Service you purchase or use
(including any overage fees), in accordance with the pricing and payment terms
presented to you for that Service at the time of your purchase and such fees may
be updated from time to time in accordance with Section 1.4 below. Where
applicable, you will be billed using the billing method you select through your
account management page. If you have elected to pay the fees by credit card, you
represent and warrant that the credit card information you provide is correct and
you will promptly notify SurveyMonkey of any changes to such information. Fees
paid by you are non-refundable, except as provided in these Terms or when
required by law (see Section 11 for more information).
1.2 Subscriptions.
For some of our paid Services, we bill automatically on a regular
cadence such as monthly or annually. You may disable auto -
renewal on your account or cancel your subscription at any time.
Some of our Services are billed on a subscription basis (we call these
"Subscriptions"). This means that you will be billed in advance on a recurring,
periodic basis (each period is called a "billing cycle"). Billing cycles are typically
monthly or annual, depending on what subscription plan you select when
purchasing a Subscription. Your Subscription will automatically renew at the end
of each billing cycle unless you cancel auto -renewal through your online account
management page, or by contacting our customer support team
(https://help.surveymonkey.com/en/?l=en). YOU MAY CANCEL AUTO -RENEWAL ON YOUR
SUBSCRIPTION AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL
CONTINUE UNTIL THE END OF THAT BILLING CYCLE BEFORE TERMINATING.
When you cancel your Subscription, you will be able to access the Service until
the end of that billing cycle. Thereafter, you will no longer have access to the
Service for that Subscription. Where you have no active Subscription, your
account becomes a SurveyMonkey Basic (free) plan. To close your account and
terminate your contract with us, please see Section 11.1 below.
1.3 Taxes.
Taxes are your responsibility. if you are exempt from paying taxes,
please send us proof and we will adjust your account accordingly.
Our prices listed do not include any taxes, levies, duties or similar governmental
assessments of any nature such as value-added, sales, use or withholding taxes,
assessable by any jurisdiction (collectively, "Taxes") unless otherwise indicated or
required by applicable law. You are responsible for paying Taxes associated with
your purchase and keeping your billing information up to date.
(a) United States Sales Tax. If we have a legal obligation to pay or collect
sales tax for which you are responsible, we will calculate the sales tax based
upon the billing information we have about you and charge you that amount
(which, if your billing information is incomplete or inaccurate, may be the
highest prevailing rate then in effect), unless you timely provide us with a
valid tax exemption certificate acceptable to the appropriate taxing
authority.
To be timely, you must provide us with a tax exemption certificate before
your initial purchase or upgrade, or, if you miss that mark, within 90 days
after such purchase or upgrade, unless your billing information is in
Alabama, Louisiana, Maine, Massachusetts, Pennsylvania, or South Carolina
in which case within 60 days; or if in Hawaii, Mississippi, or New Mexico
within 45 days.
If you provide us with a tax exemption certificate, you represent and warrant
that it accurately reflects your tax status and that you will keep such
document current and accurate.
if we have collected sales tax from you and subsequently determine in our
sole discretion that your tax exemption certificate is valid, we will refund the
sales tax collected based on applicable state tax laws.
W Non -United States Sales Tax. If applicable, we will charge you VAT, GST
or any other sales, consumption or use taxes that arise in connection with
your purchases of SurveyMonkey Services unless you provide us with a tax
identification number that entitles you to an exemption, a valid tax
exemption certificate or other documentary proof issued by an appropriate
taxing authority that tax should not be charged. if you are located in a
jurisdiction with multiple sales, consumption or use taxes, we may charge
you the highest prevailing rate if your billing information is incomplete or
inaccurate.
If you are required by law to withhold any Taxes from your payments to
SurveyMonkey, you must provide SurveyMonkey with an official tax receipt or
other appropriate documentation to support such payments.
1.4 Price Changes.
® Changes in fees will only be effective at the end of current billing
cycle of your Subscription and we will provide you with notice. If
you don't agree to the fee change, you may cancel your
Subscription before the change takes effect.
SurveyMonkey may change the fees charged to you for the Services at any time,
provided that, for Subscriptions, the change will become effective only at the end
of the then -current billing cycle of your Subscription. SurveyMonkey will provide
you with advance notice to review any change in fees. If you do not agree to the
change in fees, you may cancel your Subscription before the change takes effect.
See Section 1.2 for cancelling your Subscription.
1.5 Response Overage Fees.
Each Subscription comes with a set limit of responses. If you exceed your paid
Subscription response limit during a billing cycle, there is an additional charge per
response (https:#help.surveymonkey.com/en/billing/response-limits/) ("Overage Fees"). For
terms governing response limits for our Basic (Free) accounts see Section 12.4.
You agree that unused responses do not rollover. Unless otherwise stated, any
Overage Fees incurred by you will be billed in arrears, charged to your payment
method on file at the start of your next billing cycle. Overage Fees which remain
unpaid for 30 days after being billed are considered overdue. Failure to pay
Overage Fees when due may result in the applicable Service being limited,
suspended, or terminated (subject to applicable legal requirements), which may
result in a loss of your data associated with that Service subject to applicable law.
2. Privacy
0 You can trust us with your Content, which includes your personal
data. Check out our Privacy Notice and Data Processing Agreement
to learn more about how we treat and protect your data.
2.1 Privacy.
We know that by giving us your Content (as defined below), you are trusting us to
treat it appropriately. SurveyMonkey's Privacy Notice
(https://www.surveymonkey.com/mp/legal/privacy/?ut source=legal&ut-source2=terms-of-
use&ut source3=inline), together with any Service -specific privacy notices or
statements (collectively, "SurveyMonkey privacy notices"), detail how we treat
your Content (as defined below) that is considered Personal Data (as defined in
our Data Processing Agreement (https://www.surveymonkey.com/mp/legal/data-processing-
agree ment/?ut_source=legal&ut-source2=terms-of-use&ut source3=in[ine)) and we agree to
adhere to those SurveyMonkey privacy notices. You in turn agree that
SurveyMonkey may use and share your Content in accordance with the
SurveyMonkey privacy notices and applicable data protection laws. You also agree
that you are responsible for notifying these third parties about the SurveyMonkey
privacy notices. Our Data Processing Agreement
(https://www.surveymonkey.com/mp/legal/data-processing-agreement/?
ut-source=legal&ut_source2=terms-of-use&ut source3=intine) also apply to and are
supplemental to these Terms. Where there is a conflict between the Data
Processing Agreement and these Terms, the Data Processing Agreement will
prevail except with respect to Exclusion and Limitation of Liability where these
Terms will prevail.
2.2 Confidentiality.
We keep your content confidential except in limited circumstances.
SurveyMonkey will treat your Content as confidential information and only use
and disclose it in accordance with these Terms (including the SurveyMonkey
privacy notices). However, your Content is not regarded as confidential
information if such Content: (a) is or becomes public (other than through breach
of these Terms by SurveyMonkey); (b) was lawfully known to SurveyMonkey before
receiving it from you; (c) is received by SurveyMonkey from a third party without
knowledge of breach of any obligation owed to you; (d) is shared in the context of
your account being identified by you as a business owned account or migrated to
an organization's Enterprise account, if your account is registered using a work
email address within that organization; or (e) was independently developed by
SurveyMonkey without reference to your Content. SurveyMonkey may disclose
your Content when required by law or legal process, but only after SurveyMonkey,
if permitted by law, uses commercially reasonable efforts to notify you to give you
the opportunity to challenge the requirement to disclose.
2.3 Security.
The security of the data processed by SurveyMonkey is a top
priority. We follow industry security standards, and we will notify
you if a Security Incident impacts your account.
SurveyMonkey will store and process your Content in a manner consistent with
industry security standards. SurveyMonkey has implemented appropriate
technical, organizational, and administrative systems, policies, and procedures.
If SurveyMonkey becomes aware of any unauthorized or unlawful access to, or
acquisition, alteration, use, disclosure, or destruction of, Personal Data, as that
term is defined in our Data Processing Agreement
(https://www.surveymonkey.com/mp/legal/data-processing-agreement/?
ut_source=legal&ut-source2=terms-of-useUt source3=inLine), related to your account
("Security Incident"), SurveyMonkey will take reasonable steps to notify you
without undue delay. Such notification shall not be interpreted or construed as an
admission of fault or liability by SurveyMonkey. A Security Incident does not
include unsuccessful attempts or activities that do not compromise the security
of Personal Data, including unsuccessful log -in attempts, pings, port scans, denial
of service attacks, or other network attacks on firewalls or networked systems.
SurveyMonkey will also reasonably cooperate with you with respect to any
investigations relating to a Security Incident, any required notices, and providing
information reasonably requested by you and available to us in relation to any
Security Incident, where such information is not already available to you in your
account or online through updates provided by SurveyMonkey.
3. Your Content
When you use our Services, you keep what is yours and allow us to
use it only as necessary to continue providing and improving our
Services as stated in our privacy notices.
3.1 You Retain Ownership of Your Content.
in the course of using the Services, you may submit content to SurveyMonkey
(including your Personal Data and the Personal Data of others) or third parties
may submit content to you through the Services (all of the above will be referred
to as your "Content"). You retain ownership of all of your intellectual property
rights in your Content. SurveyMonkey does not claim ownership over any of your
Content. These Terms do not grant us any licenses or rights to your Content
except for the limited license described in these Terms.
3.2 Limited License to Your Content.
You grant SurveyMonkey a worldwide, royalty free license to use, reproduce,
distribute, modify, adapt, create derivative works, make publicly available, and
otherwise exploit your Content, but only for the limited purposes of providing and
improving the Services and as permitted by the SurveyMonkey privacy notices.
Where permitted under applicable law, this license for such limited purposes
continues even after you stop using our Services, with respect to aggregate and
de -identified data derived from your Content and any residual backup copies of
your Content made in the ordinary course of SurveyMonkey's business (subject to
our retention policies). This license also extends to any trusted third parties we
work with to the extent necessary to provide and improve the Services.
3.3 Representations and Warranties.
You represent and warrant that: (a) you own or control the appropriate rights in
and to your Content, including any intellectual property owned by third parties;
and (b) you will not submit, upload, or otherwise make available via the Services,
any Content or materials that are in breach of our Acceptable Uses Policy
(https://www.surveymonkey.com/mp/legal/acceptable-uses-policy/?
ut source=legal&ut-source2=terms-of-use&ut source3=inline).
3.4 Responsibility for Your Content.
® You are responsible for your Content. We are not responsible for
what you do with your Content and may refuse to display your
Content if we think it is illegal or violates our Terms.
The Services may display content not owned by SurveyMonkey but by others. The
entity that makes such content available is responsible for it. SurveyMonkey does
not represent or warrant that it has reviewed such third party content and/or the
accuracy of the information contained in such content. You are responsible for
your Content, and you must ensure that you have all the rights and permissions
needed to use that Content in connection with the Services. SurveyMonkey is not
responsible for any actions you take with respect to your Content, including
sharing it publicly. Subject to applicable law, SurveyMonkey is not liable for your
Content, any other third -party content or materials, or any loss or damage
resulting from your use of, or reliance on, such Content or other third -party
content or materials.
You acknowledge and agree that, to ensure compliance with legal obligations and
SurveyMonkey's Acceptable Uses Policy
(https://www.surveymonkey.com/mp/legal/acceptable-uses-policy/), SurveyMonkey may review
Content you submit to the Services to determine whether it is illegal or whether it
violates these Terms (such as when unlawful content is reported to us). We may
also, in accordance with applicable law, modify, prevent access to, delete, or
refuse to display your Content that we believe violates the law or these Terms. In
the event your Content includes third -party brands, logos or other source
identifiers, we may require you to submit a statement of non -affiliation before you
may use such Content in connection with the Services. However, SurveyMonkey
otherwise has no obligation to monitor or review any content submitted to the
Services.
4. IP Claims
4.1 DMCA Notices or Equivalents.
SurveyMonkey responds to notices of alleged copyright infringement in
accordance with the U.S. Digital Millennium Copyright Act (DMCA) or equivalent
applicable laws and regulations. If you believe that your work has been exploited
in a way that constitutes copyright infringement, you may notify our agent for
claims of copyright infringement (https:#heLp.surveymonkey.com/en/policy/dmca-agent/).
4.2 Other IP Claims.
If you believe a SurveyMonkey user is infringing upon your intellectual property
rights, you may report it through our online form
(https://smforms.wufoo.com/forms/contact-surveymonkey-abuse/). Claims of copyright
infringement should follow the process outlined in these Terms, or any equivalent
process available under local law.
5. SurveyMonkey IP
8 What's ours is ours, including any feedback you may submit to us.
Neither these Terms nor your use of the Services grants you ownership in the
Services or the content you access through the Services (other than your
Content). Except as permitted by our Brand and Trademark Use Policy
(https://www.surveymonkey.com/mp/brandassets/), these Terms do not grant you any right
to use SurveyMonkey's trademarks or other brand elements.
If you submit any feedback or suggestions to us regarding our Services, we may
use and share them for any purpose without any compensation or obligation to
you.
6. Third Party Resources
SurveyMonkey may publish links in its Services to internet websites maintained by
third parties. SurveyMonkey does not represent that it has reviewed such third
party websites and is not responsible for them or any content appearing on them.
Trademarks displayed in conjunction with the Services are the property of their
respective owners.
7. Account Management
0 We work hard to keep your account secure. You need to create a
customer account with a secure password to use our Services.
Don't share passwords.
7.1 Keep Your Password Secure.
If you have been issued an account by SurveyMonkey in connection with your use
of the Services, you are responsible for safeguarding your password and any other
credentials used to access that account. You, and not SurveyMonkey, are
responsible for any activity occurring in your account (other than activity that
SurveyMonkey is directly responsible for which is not performed in accordance
with your instructions), whether or not you authorized that activity. If you become
aware of any unauthorized access to your account, you should notify
SurveyMonkey immediately. Accounts may not be shared and may only be used by
one individual per account.
7.2 Keep Your Email and Account Details Accurate.
SurveyMonkey occasionally sends notices to the email address registered with
your account. You must keep your email address and, where applicable, your
contact details and payment details associated with your account current and
accurate. You warrant the accuracy of your account details.
7.3 Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your
Content. To the maximum extent permitted by applicable law, SurveyMonkey will
not be liable for any failure to store, or for loss or corruption of, your Content.
7.4 Account Inactivity.
SurveyMonkey may close your account and delete any Content contained in it if
there is no account activity (such as a log in event or payment) for over 12 months.
Where appropriate, we will attempt to warn you by email before closing your
account due to inactivity to provide you with an opportunity to log in to your
account so that it remains active.
8. User Requirements
® You can use our Services as long as you meet certain requirements.
For example, you cannot use our Services if you are considered a
minor in your home country.
8.1 Legal Status.
If you are an individual, you may only use the Services if you have the power to
form a contract with SurveyMonkey. If you do not have the power to form a
contract, you may not use the Services. If you are not an individual, you warrant
that you are validly formed and existing under the laws of your jurisdiction of
formation, that you have full power and authority to enter into these Terms, and
that you have duly authorized your agent to bind you to these Terms.
8.2 Minors.
"Minors" are individuals under the age of 16 (or under a higher age as provided in
certain countries and territories). None of the Services are intended for use by
Minors. If you are a Minor in your place of residence, you may not use the Services.
By using the Services, you represent and warrant that you are not a Minor.
8.3 Embargoes.
You may only use the Services if you are not barred under any applicable laws
from doing so. If you are located in a country embargoed by United States or other
applicable law from receiving the Services or you are 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, you are not permitted to use and/or
purchase any paid Services from SurveyMonkey. You will ensure that: (a) your end
users do not use the Services in violation of any export restriction or embargo by
the United States; and (b) you do not provide access to the Services to persons or
entities on any of the above lists.
9. Acceptable Uses Policy
You agree to comply with the Acceptable Uses Policy
(https://www.surveymonkey.com/mp/legal/acceptable-uses-policy/?
ut source=legal&ut-source2=terms-of-use&ut source3=inLine).
10. PCI Compliance
8 We are responsible for keeping your Cardholder Data secure. If you
use our Services to accept credit card payments, then you must
comply with the Payment Card Industry Data Security Standards.
10.1 PCI Standards.
If you use the Services to accept payment card transactions, you must comply
with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent
they are applicable to your business (the "PCI Standards"). SurveyMonkey
provides tools to simplify your compliance with the PCI Standards, but you must
ensure that your business is compliant and the specific steps you will need to take
to comply with the PCI Standards will depend on your implementation of the
Services.
10.2 Cardholder Data.
SurveyMonkey is responsible for the security of Cardholder Data that is collected,
transmitted, stored, or processed by us on your behalf. "Cardholder Data" is
defined as a cardholder's primary account number, and where a full unmasked
card number is present, any of the cardholder name, expiration date, and/or
service code. SurveyMonkey has developed strict security features to protect
Cardholder Data, and as such this data may only be used in anticipated ways and
stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE
PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY
FORM OR DATA ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS
INTENDED SOLELY FOR THAT PURPOSE (i.e. where SurveyMonkey explicitly
enables such data to be entered into such fields). Appropriate fields are clearly
marked with labels such as `Card number' or by having a credit card icon precede
them. Similarly, excluding payment forms, you must never collect or enter any
"Sensitive Authentication Data", as defined by the PCI Standards (including CVC
or CVV2) into any fields in the Services. You assume all responsibility for any
Cardholder Data entered into the Services in violation of these terms.
11. Suspension, Account Closure, and Termination of
Services
0 Here is how you can close your account with us and how we may
suspend or disable your account and/or terminate the Services.
11.1 By You.
8 You can cancel your Subscription immediately through your
account management page. We do not offer refunds except under
very limited circumstances.
You can cancel your Subscription and/or close your account at any time through
your account management page. When you close your account, your Subscription
will automatically be cancelled, your Services will be terminated, and you will no
longer be able to access your account to use the Services and your Content will be
deleted in accordance with our data retention policy and these TOU. You can
obtain a copy of your Content from the relevant Service(s) before closing your
account, subject to applicable law and policies. Alternatively, you can delete your
Content yourself proactively prior to cancelling a Subscription and closing your
account. If you would like to cancel your Subscription without closing your
account, see Section 1.2 for further information.
When you close your account, we will provide you with confirmation of account
closure and Subscription cancellation, and you will not be charged again for that
Subscription unless you open a new account and purchase a new Subscription. If
you cancel a Subscription in the middle of a billing cycle, you will not receive a
refund unless you are canceling for any of the following reasons: (a) we have
materially breached these Terms and failed to cure that breach within 30 days
after you have so notified us in writing; (b) a refund is required by law; or (c) we, in
our sole discretion, determine a refund is appropriate. For clarity, we will not grant
a refund where you have used our Services, collected responses, and/or
downloaded your responses unless the termination is due to our material,
uncured breach or a refund is required by law.
Nothing in this Section 11.1 shall exclude or limit any rights which you may have if
you are considered a consumer in your country of residence. For example, if you
qualify as a consumer in the European Union you may have certain refund and
withdrawal rights as described in our European Union Subscription Cancellation
Policy (https://help.surveymonkey.com/en/billing/eu-subscription-cancellation-policy/). You may
also have a right of refund or a right to terminate in respect of the EU Legal
Warranty. See our Country -Specific Terms
(https://www.surveymonkey.com/mp/legal/country-specific-terms/) for Europe for more
information.
11.2 By SurveyMonkey.
(a) For Convenience. SurveyMonkey may cancel your Subscription and terminate
the Services effective at the end of a billing cycle by providing at least 30 days'
prior written notice to you without refund for any prior period. Additionally,
SurveyMonkey may cancel your Subscription and terminate the Services at any
time during the billing cycle by providing at least 90 days' written notice to you
and will provide a pro rata refund for any period of time you did not use the
relevant Service(s) in that billing cycle.
(b) For Cause. SurveyMonkey may limit, disable, suspend and/or cancel your
Subscription and terminate the Services and/or close your account for any of the
following reasons: (a) you have materially breached these Terms and failed to cure
that breach within 30 days after SurveyMonkey has so notified you in writing; (b)
you cease your business operations or become subject to insolvency proceedings
and the proceedings are not dismissed within 90 days; (c) you fail to pay fees for
30 days past the due date; (d) you use the Services in a way that causes legal
liability to us or disrupts others' use of the Services; (e) if we are investigating
suspected misconduct by you, including illegal activity; or (f) we are required to
do so to comply with applicable law. if we limit, disable, suspend and/or cancel
your Subscription and/or terminate the Services, depending upon the reason, we
will, where possible, endeavor to give you advance notice and an opportunity to
obtain a copy of your Content from that Service. However, there may be time
sensitive situations where SurveyMonkey may decide that we need to take
immediate action without notice. SurveyMonkey will use commercially reasonable
efforts to narrow the scope and duration of any limitation or suspension under
this Section as is needed to resolve the issue that prompted such action. Except
as set out in our Privacy Notice (https://www.surveymonkey.com/mp/legal/privacy/), and as
may be required under applicable law, SurveyMonkey has no obligation to retain
your Content upon closure of your account.
12. Changes and Updates
8 We may update these Terms. If the updates are significant, we will
notify you that changes are coming. If you continue to use our
Services after we give you a heads up, then you are agreeing to the
updated Terms.
12.1 Changes to Terms.
SurveyMonkey may change these Terms at any time for a variety of reasons, such
as to reflect changes in applicable law or updates to Services, and to account for
new Services or functionality, for security or to prevent abuse or harm. The most
current version will always be posted on the SurveyMonkey website. If an
amendment is material, SurveyMonkey will notify you in advance by email to
provide you the opportunity to review the changes. Notice of amendments may
also be posted upon your login to your account. Except as otherwise specified by
us, changes will be effective no sooner than the day they are publicly posted.
Once our new terms are effective, if you continue to use the Services, you indicate
your agreement to be bound by the updated terms. If you do not agree to any
changes made to the terms for a Service, you should stop using that Service and
you may close your account with us in accordance with Section 11.1 above.
12.2 Changes to Services.
We are always looking to innovate and make our Services better, so
they may change. If that happens, we will send written notice to
you to let you know before making the change.
SurveyMonkey constantly changes and improves the Services. SurveyMonkey may
add, alter, or remove functionality from a Service it provides to you at any time
without prior notice, except as may be required by applicable law. SurveyMonkey
may also limit, suspend, or discontinue a Service provided to you at its discretion.
If SurveyMonkey discontinues a Service, we will give you reasonable advance
notice to provide you with an opportunity to obtain a copy of your Content from
that Service. SurveyMonkey may remove content from the Services it provides you
at any time in our sole discretion, although we will endeavor to notify you before
we do that if it materially impacts you and if practicable under the circumstances.
If you are considered a consumer in the European Union, this Section 12.2 may not
apply to your use of the Services. Please see our Country -Specific Terms
(https://www.surveymonkey.com/mp/legal/country-specific-terms/) for Europe for further
information.
12.3 Downgrades.
Downgrading your account plan (changing your Subscription type, or cancelling a
Subscription and downgrading to our SurveyMonkey Basic (free) plan) may cause
the Loss of Content, features, functionality, or capacity of your account.
12.4 SurveyMonkey Basic (Free) Plan Response Limits.
Any responses over your SurveyMonkey Basic (free) plan's response limits will not
be viewable, and each response over the limit will be deleted 60 days after it is
received, unless you upgrade to a SurveyMonkey paid plan to view and keep
access to all responses before they are deleted. We encourage you to go to My
Surveys (https://www.surveymonkey.com/home/?ut source=legal&ut source2=terms-of-
use&ut sources=intine) to see which surveys have extra responses over your plan's
response limit, in case you want to upgrade to a paid plan to view and keep them.
13. Disclaimers, Limitations of Liability, and
Indemnification
Our Services will perform and function as described in these Terms.
13.1 Disclaimers.
While it is in SurveyMonkey's interest to provide you with a great experience when
using the Services, there are certain things we do not promise about them. We try
to keep our online Services up, but they may be unavailable from time to time for
various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY
GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED "AS IS" AND
SURVEYMONKEY DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT OR ANY
REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF
THE SERVICES.
13.2 Exclusion of Certain Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SURVEYMONKEY (INCLUDING
ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS,
SUPPLIERS, AND LICENSORS) WILL NOT BE LIABLE FOR (A) ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES
WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS
(IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN
CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED
ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF
SURVEYMONKEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13.3 Limitation of Liability.
® In the event of dispute, we won't owe more than the amount
you've paid or should have paid in the previous 12 months for the
Services or $200, whichever is less.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY
OF SURVEYMONKEY (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS,
EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) ARISING OUT OF OR IN
CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE
LESSER OF: (A) THE AMOUNTS PAID BY YOU TO SURVEYMONKEY FOR USE OF
THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING
RISE TO THE LIABILITY; AND (B) US$200.00.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS (SECTION 13.2)
AND/OR LIMITATIONS (SECTION 13.3) ARE NOT PERMITTED BY LAW, WE ARE
RESPONSIBLE TO YOU ONLY FOR YOUR LOSSES AND DAMAGES THAT ARE A
REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE ALL REASONABLE
SKILL AND CARE OR THAT DIRECTLY RESULT FROM A MATERIAL BREACH OF
THESE TERMS.
While our Services are meant for business purposes, we acknowledge that the
Laws of certain jurisdictions provide legal rights to consumers that may not be
overridden by contract or waived by those consumers. If you are such a consumer
using our Services primarily for non -business purposes (such as personal use of
our SurveyMonkey Basic (free) plan), nothing in these Terms limits those
consumer rights.
13.4 Indemnification.
If we get sued because of something you do using our Services or
because you violate these Terms, we expect that you will step into
our shoes to defend that lawsuit and pay any damages awarded by
the Court.
If you are a business, you will indemnify and hold harmless SurveyMonkey
(including its affiliates and its and their officers, agents, and employees) from all
Liabilities, damages, and costs (including settlement costs and reasonable
attorneys' fees) arising out of a third party claim regarding or in connection with
your or your end users' use of the Services or breach of these Terms, to the extent
that such liabilities, damages and costs were caused by you or your end users.
14. Contracting Entity
0 If you are in the USA, you are contracting with SurveyMonkey Inc. If
you are located in Brazil, you are contracting with SurveyMonkey
Brasil Internet Eireli. Ifyou are located anywhere else, you are
contracting with SurveyMonkey Europe UC.
14.1 Who you are contracting with.
Unless otherwise noted, the Services are provided by, and you are contracting
with, SurveyMonkey Inc. inside of the United States, by SurveyMonkey Brasil
Internet Eireli inside of Brazil, and by SurveyMonkey Europe UC everywhere else.
14.2 SurveyMonkey Inc.
For any Service provided by SurveyMonkey Inc., the following provisions will apply
to any terms governing that Service:
• Contracting Entity. References to "SurveyMonkey", "we", "us", and "our" are
references to SurveyMonkey Inc., located at One Curiosity Way, San Mateo,
CA 94403, USA.
• Governing Law. Those terms are governed by the laws of the State of
California (without regard to its conflict of laws provisions).
• Jurisdiction. Except if prohibited by applicable law, each party submits to
the exclusive jurisdiction of the state courts and federal courts located in
San Francisco County, California with respect to the subject matter of those
terms.
14.3 SurveyMonkey Europe UC.
For any Service provided by SurveyMonkey Europe UC, the following provisions
will apply to any terms governing that Service:
• Contracting Entity. References to "SurveyMonkey", "we", "us", and "our" are
references to SurveyMonkey Europe UC, located at 2 Shelbourne Buildings,
Second Floor, Shelbourne Road, Dublin 4, Ireland.
• Governing Law. Those terms are governed by the laws of Ireland (without
regard to its conflicts of laws provisions).
• Jurisdiction. Except if prohibited by applicable law, in relation to any legal
action or proceedings to enforce those terms or arising out of or in
connection with those terms, each party irrevocably submits to the
exclusive jurisdiction of the courts of Ireland.
14.4 SurveyMonkey Brasil Internet Eireli.
For any Service provided by SurveyMonkey Brasil Internet Eireli, the following
provisions will apply to any terms governing that Service:
• Contracting Entity. References to "SurveyMonkey", "we", "us", and "our" are
references to SurveyMonkey Brasil Internet Eireli, located at Rua Joaquim
Floriano, No. 243, suite 113, Itaim Bibi, Sao Paulo-SP, 04534-010 Brazil.
Governing Law. Those terms are governed by the laws of Brazil (without
regard to its conflicts of laws provisions).
• Jurisdiction. Except if prohibited by applicable law, in relation to any legal
action or proceedings to enforce those terms or arising out of or in
connection with those terms, each party irrevocably submits to the
exclusive jurisdiction of the courts of the city of Sao Paulo, Brazil.
15.Other Terms
You may not transfer these obligations to someone else without our
permission. However, we can transfer these terms or our
obligations without your permission.
15.1 Assignment.
You may not assign these Terms without SurveyMonkey's prior written consent,
which may be withheld in SurveyMonkey's sole discretion. SurveyMonkey may
assign these Terms at any time without notice to you.
15.2 Customer Lists.
We can use your name, logo, and description of how you use our
Services on our website, in earnings calls, and in marketing and
promotional materials.
SurveyMonkey may identify you by name and logo as a customer of the Services
on our websites and on other promotional materials. Any goodwill arising from the
use of your name and logo will inure to your benefit.
15.3 Entire Agreement.
® These TOU are the only set of terms that govern our relationship.
Any additional terms (like those in tiny font attached to the bottom
of purchase order) that you provide will not be binding.
These Terms (including the Additional Terms) constitute the entire agreement
between you and SurveyMonkey, and they supersede any other prior or
contemporaneous agreements, terms and conditions, written or oral concerning
its subject matter. Any terms and conditions appearing on a purchase order or
similar document issued by you, or in your procurement, invoicing, or vendor
onboarding portal do not apply to the Services, do not override or form a part of
these Terms, and are void.
15.4 Independent Contractors.
The relationship between you and SurveyMonkey is that of independent
contractors, and not legal partners, employees, or agents of each other.
15.5 Interpretation.
The use of the terms "includes", "including", "such as", and similar terms, will be
deemed not to limit what else might be included.
15.6 Language.
These Terms are prepared and written in English. To the extent that any
translated version conflicts with the English version, the English version controls,
except where prohibited by applicable law.
15.7 No Waiver.
A party's failure or delay to enforce a provision under these Terms is not a waiver
of its right to do so later.
15.8 Severability.
® If any part of these Terms is not enforceable, the rest of the Terms
will still be enforceable.
If any provision of these Terms 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.
15.9 Third Party Beneficiaries.
There are no third party beneficiaries to these Terms.
15.10 Survival.
8 Some terms live on even after this TOU ends.
The following sections will survive the termination of this TOU: Introduction,1, 2,
3.2,11,13,14,15,16,17 and 18.
16. Terms for Certain Customers
e Some of these additional terms may apply depending on which
Services you use.
16.1 Customer -Specific Terms.
The following amendments automatically apply to you upon acceptance of these
Terms if you are one of the types of entities identified below:
If you are a United States Federal Government Agency, this Amendment
(https://www.surveymonkey.com/mp/legal/terms-of-use-federal-government/) applies to
you.
• If you area different type of government entity in the United States, this
Amendment (https://www.surveymonkey.com/mp/legal/terms-of-use-state-government/)
applies to you.
16.2 Wufoo-Specific Terms.
If you are using Wufoo Services, the following additional terms apply:
• One free account per person. You may only have one active, free Wufoo
account at any time. Multiple Wufoo accounts for any person may be closed
by SurveyMonkey.
• Form Gallery. In the course of using the Wufoo website, you may create
certain templates, graphics or form documents (collectively, the "Form
Content") and load or post such documents into the Wufoo form gallery
("Form Gallery") for other users. By making such Form Content available on
the Form Gallery, you grant to SurveyMonkey a worldwide, irrevocable,
perpetual, royalty -free, transferable and sub -licensable, non-exclusive right
to use, copy, modify, distribute, display, perform, create derivative works
and exploit that Form Content in connection with SurveyMonkey's operation
of Wufoo.
• Termination. SurveyMonkey may close any free Wufoo accounts that do not
receive a form submission for 6 months or where the accounts are not
accessed for 6 months.
• Use of API. You may access your Wufoo account data via Wufoo's application
programming interface ("API") and SurveyMonkey hereby grants you a non-
exclusive, non -transferable license (without the right to sublicense) to use
the API solely as necessary to develop, test, operate and support your
software application or website using certain data and content from the
Wufoo website ("Application"), and to distribute or allow access to your
integration of the API within your Application to end users of your
Application. Any use of the API, including use of the API through a third
party product or service that accesses Wufoo, is bound by these Terms, plus
the following specific items:
(a) Abuse of the AN or excessively frequent requests to Wufoo via the
API may result in the temporary or permanent suspension of your
access to the API. SurveyMonkey, in its sole discretion, will determine
if your usage constitutes abuse or excessive usage of the API.
SurveyMonkey will endeavor to warn the account owner via email prior
to suspension. While SurveyMonkey strives to have the API available
without interruption, SurveyMonkey cannot guarantee any uptime for
the API.
(b) You agree not to use the API in any way that is unlawful or harms
SurveyMonkey, its service providers, your end users, or any other
person.
(c) SurveyMonkey may modify, restrict or discontinue, at any time,
temporarily or permanently, your access to the API (or any part
thereof) with or without notice.
(d) You agree to assist SurveyMonkey, at its request, to verify
compliance with these Wufoo Terms by providing us with information
about your Application, including providing us with access to it and/or
other materials related to your use of the API.
(e) The API is currently provided for free, but SurveyMonkey reserves
the right to charge for use of the API in the future. If SurveyMonkey
charges a fee for use of the API, you do not have any obligation to
continue using it.
17. Terms for SurveyMonkey's API
See here (https://developer.surveymonkey.com/tou/?ut source=tegat&ut source2=terms-of-
use&ut source3=intine) for the terms for SurveyMonkey's API for products branded as
SurveyMonkey.
18. Terms for SurveyMonkey Contribute
See here (https://www.surveymonkey.com/mp/legal/surveymonkey-contribute-terms-of-service/?
ut-source=legal&ut source2=terms-of-use&ut source3=intine) for the terms for using