PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY. THEY SHALL GOVERN YOUR USE OF RELAINTS’s SOFTWARE, SERVICE AND SITE. IF, AFTER READING THESE TERMS AND CONDITIONS OF USE, YOU WISH TO USE THE SERVICE AND SOFTWARE, PLEASE INDICATE YOUR ACCEPTANCE OF THESE TERMS BY CLICKING "I ACCEPT" AT THE BOTTOM OF THE SIGN-UP FORM.
This ZIPSURVEY™ License Agreement ("Agreement") is an agreement between RELIANT LLC., located at 320 S. Boston, Suite 1026, Tulsa, Oklahoma 74103 (referred to as "RELIANT "); and you, the "Customer." This License Agreement shall apply both single and group licenses for RELIANT’s ZIPSURVEY™ software, as well as to guest or trial access to RELIANT’S online services.
This Agreement sets forth the terms and conditions that are applicable to Customer's access to and use of ZIPSURVEY™, which may or may not include guest and registered user access to the RELIANT website. Use of the Licensed Products will constitute acceptance of all terms and conditions contained herein.
If at any point you do not agree with the terms and conditions stated herein, or with those terms and conditions that may be adopted subsequent to your indication that you agree with the terms herein, you must immediately discontinue your use of and access to the Licensed Products and contact RELIANT accordingly to terminate your account with us.
RELIANT hereby grants to you ("Customer"; "User") a License to use RELIANT’s ZIPSURVEY™ Licensed Products for your benefit (and, if you have purchased a Group License, for the benefit of the authorized Users in your organization). RELIANT grants to Customer and each of its licensed Users a non-exclusive, non-transferable, limited right to access and use the Licensed Products in accordance with this License Agreement. Customer is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment, and other software necessary to use the Licensed Products. RELIANT’s grant of any license to use any of its Products is subject to the following rights, which are exercisable in RELIANT's sole discretion:
a) the right to change, suspend, or discontinue any aspect of the Licensed Products at any time, including the availability of any feature, database, or Content. RELIANT will use reasonable efforts to notify Customer of such changes; and
b) the right to impose limits on or restrict access to any feature of the Licensed Products without notice or liability, including if RELIANT believes that a Customer or any User in Customer's organization has engaged in any conduct or activity that violates applicable law or any provision of this License Agreement.
a) For the term purposes of this license, "Customer" shall mean and include all single and group users that RELIANT has authorized to have access to the Licensed Products. The terms and conditions of this Agreement shall apply to each such User. If requested by RELIANT, Customer will identify to RELIANT, in writing, the names and addresses of each such User in the group.
b) GROUP-LICENSED CUSTOMERS: If a Group License is issued to the Customer, the number of Users and/or locations must not exceed the maximum number of users and locations as dictated by RELIANT. Users must be members of Customer’s organization for which this group license is sought. Use of any Products, including Licensed Products, by Third Parties, including consultants, contractors, and subcontractors, is not permitted unless authorized in writing by RELIANT in advance. Customer agrees to be fully responsible for any breach of this Agreement by such Third Parties.
Unless agreed to in writing beforehand by RELIANT, Customer must pay for the desired License at the time of registration using RELIANT’S online Credit Card billing process. The Customer agrees to one of the following payment options as chosen during the online registration process;
If Customer upgrades a licensed product version (e.g., increases the number of maximum authorized Users or requests a professional license), RELIANT will invoice Customer for additional license fees for such Users at the prices in effect at the time of the change, on a pro-rated basis over the remainder of the current product’s license term. In addition, RELIANT will bill Customer monthly for the number of completed surveys within the account each month after client has exceeded the allotted free completed surveys that are included with the monthly subscription. The pricing schedule for completed surveys is $0.10 per completed survey.
a) All licensing fees are exclusive of costs of telecommunication, software, hardware, and other equipment.
b) It is the responsibility of the Customer to promptly provide RELIANT with the number of Users by location, including physical (street, building etc.) addresses for those locations.
c) All payments are due to RELIANT within thirty (30) days after the invoice date. After thirty (30) days, RELIANT will assess interest on all amounts reflected in the invoice at a rate of 1% per month. RELIANT may also immediately terminate all access to the Licensed Products by Customer and Users in Customer's organization without further notice if RELIANT does not receive payment, or written notice of a payment dispute, within THIRTY (30) days after the invoice date.
d) RENEWALS: RELIANT reserves the right to revise its prices for renewal licenses at any time and without notice. Customer's payment of any renewal invoice will constitute acceptance of the renewal price and the corresponding licensing terms for that product, which will continue to be otherwise governed by this License Agreement. The conditions of payment described in this section shall apply to all payments of renewal invoices.
a) RELIANT agrees to treat User's information in accordance with its Privacy Policy (http://www.zipsurvey.com/privacy.aspx) unless otherwise provided for in this Agreement. This License Agreement incorporates by reference the RELIANT "Privacy Policy" as amended from time to time. This Agreement, the RELIANT "Privacy Policy," and other terms of service may be changed without notice by RELIANT, and use of RELIANT's website, software applications, and/or services constitutes agreement with and acceptance of any such changes.
b) SERVICE REGISTRATION: During the registration process, Users will be asked to complete a Registration Form which will request certain personally identifiable information about Users, such as their name, address, e-mail address, phone and fax number, gender, age, and billing information. Consistent with corporate policies, RELIANT agrees not to share such information with third parties (see RELIANT’s "Privacy Policy" for more information).
c) LEGAL DISCLOSURE OF INFORMATION. Notwithstanding anything to the contrary in this Agreement, RELIANT shall, pursuant to valid legal process such as a search warrant, subpoena or court order, allow access to all available and relevant information, including Users' IP addresses, in order to comply with such valid legal process and to otherwise protect RELIANT’s rights and property. If warranted, RELIANT may also allow access to this information in special emergencies where physical safety is at risk.
a) Copyright. The Products contain proprietary Content and/or Software of RELIANT that is protected by copyright and other laws respecting proprietary rights. The Products also may contain similarly protected licensed proprietary material of other Licensors. Future updated versions of the Licensed Products are dependent upon continuing contractual relations between RELIANT and other Licensors. RELIANT and its Licensors retain all rights in the Licensed Products, including (without limitation) all copyright and other proprietary rights worldwide in all media. Customer may not use the Licensed Products except as expressly permitted under this License Agreement and as provided for under U.S. copyright laws. All images, text, programs, and other materials found on RELIANT's website are protected by U.S. and international copyright laws and other laws. Any use - without the express written consent of RELIANT - of the images, text, programs, or other materials found on RELIANT's web site is strictly prohibited.
b) Trademarks. The trademarks "CORPORATESURVEY.COM™," "ZIPSURVEY™," and any other names, logos, marks, and taglines that identify RELIANT's products and services are proprietary marks of RELIANT and its affiliates. All other trademarks and service marks are the property of their respective owners. RELIANT’s trade- and service marks may not be used without RELIANT’s permission.
c) No ownership. The term "survey owner," if used herein or in any RELIANT documentation, is a term of art intended to specify a customer or licensed user of RELIANT that has immediate control over a particular survey. The use of the term "survey owner" in such contexts does not imply or create any condition of ownership of computer resources or intellectual property. A User's interest in any survey arises solely from User's ongoing relationship as customer with RELIANT, and ends when such an arrangement is terminated. User acknowledges that it retains no ownership in database information that may generated, nor do such rights extend to any resources, program code, technical knowledge, or any intellectual property provided by RELIANT in the creation, hosting, or tabulation of surveys or other reports.
d) User-Posted Materials: Users represent and warrant they retain the right to post any sound, image, text, or other material on RELIANT's website, unless such materials are in the public domain or are otherwise unprotectable. Any sound, images, text, or other materials provided by a User and hosted on RELIANT's web site remain the property of the owner of such materials. Such materials are "posted" if they are incorporated as part of a survey hosted by RELIANT on behalf of its customers, or as part of responses to such surveys. User acknowledges and agrees that RELIANT is not responsible for any such materials posted on its website, and acknowledges that RELIANT assumes no liability for User's posted materials. User agrees to defend, indemnify, and hold RELIANT harmless from any liability arising out of material posted to RELIANT's website.
a) EXCEPTION TO USE RESTRICTIONS: DATA FILE EXPORTATION. Notwithstanding any of the use restrictions that are contained in this License, Users are permitted to export data files that contain their survey results to use in third-party spreadsheet programs (including Microsoft® Excel®, SPSS, SAS, etc.) for the purposes of conducting internal statistical analyses, only.
b) Use By/For Minors Prohibited: RELIANT is intended for survey creators and respondents of the age of majority. RELIANT may not be used by, or to collect information from, minor children, without parental permission. Such activity may additionally be subject to federal and state laws in the minor's locality. User shall in no case use RELIANT to collect information from children under age 13 without parental permission.
c) UNAUTHORIZED DUPLICATION. The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in whole or part the Licensed Products, the RELIANT website, or materials contained therein. No part of the Licensed Products may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from RELIANT, 320 S. Boston, Suite 1026, Tulsa, Oklahoma 74103. Any use not authorized by this Agreement is prohibited U.S. copyright law, and is subject to severe civil as well as criminal penalties. IF IN DOUBT, ASK FIRST.
d) INFRINGING ACTIVITY: Subject to the exceptions in this Section, unless otherwise authorized in writing by RELIANT Customer may not and may not permit others to: reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Licensed Products in any manner whatsoever that may infringe any copyright or proprietary interest of RELIANTor any Licensors, subject to the data file export exceptions listed herein.
i) SINGLE USER LICENSEES may not store any Content, other than permitted data files (see data file export exception, above), from the Licensed Products in any information storage and retrieval system.
ii) GROUP USER LICENSEES: If applicable, RELIANT may arrange with Users of a Group License for a network installation of any necessary components of ZIPSURVEY™ that RELIANT deems necessary. Customer may be granted limited permission to place or install specified, pre-approved portions of the Licensed Products on certain electronic media, including, but not limited to, local or wide area networks, workgroup servers, workstations, timesharing services, multiple processing units, and/or other multiple site hardware.
e) Subject to exceptions contained herein:
i) Users may not distribute the information contained in the Licensed Products, or distribute any URL "hyperlinks" indicating the same, to any Person who is not duly authorized to use or receive the Licensed Products.
ii) Users may not distribute, rent, sublicense, lease, transfer or assign the Licensed Products or this License Agreement; they may not decompile, disassemble, or otherwise reverse-engineer the Licensed Products, or alter, translate, modify, or adapt the Licensed Products to create derivative works; they may not make use of "framing" or other means of redirecting content; nor may they copy and/or redistribute (internally or externally) any tables of contents, highlights, indexes, or other finding aids included in the Licensed Products.
iii) Users are prohibited from uploading the Licensed Products and data generated therefrom to the following non-exhaustive list of resources: third-party servers, list servers, online services, electronic bulletin boards or forums, web- or FTP sites, file sharing networks, or any other server that is Internet-enabled, without written authorization by RELIANT.
f) User acknowledges that the Licensed Products (and any licensed materials contained therein) are highly proprietary in nature and that unauthorized copying, transfer or use may cause RELIANT or its Licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. Customer and each User agree that RELIANT may enforce any breach of this Agreement by Customer or any User by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
g) FALSE INFORMATION. User agrees not to falsify or misrepresent any information provided to RELIANT. User further agrees that any information that it submits to RELIANT (notwithstanding information submitted during the registration process) becomes the property of RELIANT, and User hereby expressly grants RELIANT the right to use any information submitted in accordance with RELIANT's corporate policies (including RELIANT’s "Privacy Policy"). For purposes of this Agreement, "information submitted to RELIANT" shall not include information in surveys which are hosted by RELIANT on behalf of its customers, nor shall it include any responses to such surveys.
h) EXCESSIVE RESOURCES. User agrees not to utilize excessive resources when accessing the Licensed Products, as determined solely by RELIANT. RELIANT, in its sole discretion, may take any measures that it deems appropriate, at any time, with or without notice, in response to excessive resource use by User. User agrees that RELIANT shall not be liable to User for any actions that it takes to ameliorate excessive use.
i) UNSOLICITED COMMERCIAL E-MAIL ("UCE", or "SPAM): USER AGREES NOT TO USE RELIANT'S E-MAIL OR SOFTWARE-BASED SURVEY INVITATION FACILITIES FOR THE PURPOSES OF SENDING UNSOLICITED COMMERCIAL EMAIL (UCE) ("SPAM"); such conduct is grounds for immediate termination of this License, and RELIANT will assist the appropriate parties in investigating and pursuing such prohibited conduct to the fullest extent of the law.
a) Users are permitted to share survey reports with or solicit participation in surveys by other authorized web users via hyperlinks or similar features, as established by RELIANT through its website. RELIANT is not responsible for the provision of such links to unauthorized users by those authorized to use the Licensed Products.
b) RELIANT makes no representations or warranties concerning any websites outside of RELIANT's control that may be accessible from RELIANT's web site (either by link, frame, or any other means ("Linked Site")). Any link, frame, or any other means to access any Linked Site provided by RELIANT or otherwise appearing on RELIANT's Internet site does not constitute RELIANT’s endorsement, recommendation, or acceptance of any responsibility for the content or operators of that Linked Site.
The information provided through or contained within the Licensed Products is not a substitute for legal and/or other appropriate professional advice where the facts and circumstances warrant. If any User in Customer's organization requires legal advice or other professional assistance, Users are urged to consult legal or other professional advisors.
RELIANT reserves the right to upload changes, substitute content, deploy new features or perform network system maintenance at any time, without advance notice. RELIANT will endeavor to minimize such service/access disruptions to the extent feasible, and shall limit the same to nights and weekend days. RELIANT shall not be responsible for taking its site offline for such purposes, and Users will not receive any pro rata credit for time offline due routine system maintenance or site or service upgrades.
a) While RELIANT and its licensors attempt to include accurate and complete content and error-free software, occasional errors or omissions may occur. Upon notice, RELIANT will make reasonable efforts to correct these errors or omissions, but it is not obligated to do so.
b) Licensees/Users acknowledge that RELIANT cannot control the actions of all of its users. RELIANT is not responsible for conduct or any consequences that may arise, for example, with users’ sharing of links to surveys with any unauthorized survey respondent(s), or Users sharing reports or results data files with unauthorized viewers.
c) NO REPRESENTATION OF WARRANTY: NEITHER RELIANT NOR THIRD PARTY INFORMATION PROVIDERS MAKE ANY REPRESENTATION REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED OR THE ERROR-FREE NATURE OF THE SUPPLIED SOFTWARE. EXCEPT AS SPECIFICALLY PROVIDED IN THIS LICENSE AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO THE CUSTOMER AND USERS "AS IS." RELIANT, ITS LICENSORS, AND SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS MAKE NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. WITH REGARD TO THE LICENSED PRODUCT SOFTWARE, ANY CONTENT RELATIVE THERETO, AND/OR ANY SUCH INFORMATION DELIVERY METHODS FOR THE SAME: RELIANT, ITS LICENSORS, AND SUPPLIERS OF CONTENT, DO NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
d) USERS MUST ASSUME THE ENTIRE RISK OF USING THE PROGRAM. RELIANT, ITS LICENSORS, AND CONTENT AND SOFTWARE SUPPLIERS FOR THE LICENSED PRODUCTS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (i) ERRORS IN OR OMISSIONS FROM ANY LICENSED PRODUCT AND/OR ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS; (ii) ANY THIRD PARTY WEB SITES OR CONTENT THEREOF WHICH IS DIRECTLY OR INDIRECTLY ACCESSED THROUGH ACTIVE LINKS IN ANY LICENSED PRODUCT; (iii) THE NON-AVAILABILITY OF ANY LICENSED PRODUCT; (iv) ANY USE OF ANY LICENSED PRODUCT; (v) ANY EQUIPMENT OR SOFTWARE USED IN CONNECTION WITH ANY LICENSED PRODUCT; OR (vi) ANY RELIANCE UPON THE INFORMATION CONTAINED IN OR GENERATED FROM THE LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION.
e) LIMITATION OF LIABILITY: IN NO EVENT SHALL RELIANT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER, ANY CUSTOMER, OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS LICENSE AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO ALL CUSTOMERS OR THEIR RESPECTIVE USERS.
f) IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST RELIANT MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
g) IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, RELIANT'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL NOT IN ANY EVENT EXCEED THE AMOUNT OF PAID BY CUSTOMER FOR ANY OF RELIANT’s LICENSED PRODUCTS.
Customer agrees to indemnify, defend, and hold RELIANT and the suppliers of Content and technology for the Licensed Products harmless from and against any and all claims and losses arising out of or in any way related to any use of the Licensed Products, or of any content, data or documentation received by Customer or any of its Users in connection with the Licensed Products.
This License Agreement shall be terminable for any of the following reasons:
a) By either RELIANT or the Customer, if the terminating party delivers to the other party written notice of its intent to terminate the applicable License no less than 30 days before the last day of the Term;
b) by RELIANT, immediately, if RELIANT does not receive payment of any license fees, or if it fails to receive written notice of payment dispute with respect thereto, within 60 days after the invoice date; or
c) by either RELIANT or the Customer, upon written notice to the other party, if the other party materially breaches any provision of this License Agreement and the other party fails to remedy that breach within 30 days after such party gives written notice to the defaulting party of such breach.
NOTE: Upon termination of this Agreement, all continuing obligations under this License Agreement shall survive such termination (including any monies accrued and owing prior to the effective date of any termination under this License Agreement).
All notices, requests, and other official communications in connection with this License Agreement shall be in writing. Such notice may be served in person; by first class or certified mail, return receipt requested (postage prepaid); or by commercially recognized overnight delivery service that requires a signed receipt (prepaid). Any such notice that is delivered in accordance with the foregoing shall be deemed to have been given as follows: three days after mailed in any general or branch United States Post Office; one day after deposit with a commercially recognized overnight delivery service; or upon personal delivery, as applicable. All such notices shall be in writing and addressed to the party to be served as follows: If to RELIANT LLC.: 320 S. Boston, Suite 1026, Tulsa, Oklahoma 74103. If notice is to be sent to Customer, to the address that Customer provided during registration as the primary contact address (or as otherwise designated by Customer by written notice to RELIANT). Either RELIANT or Customer may change its notice address by written notice to the other served as provided above, provided, however, that any notice of change of address shall be effective only upon receipt.
a) Force Majeure. RELIANT shall not be liable for failure to perform any part of this License Agreement where such failure is due to fire, flood, power outages, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), acts of terror, commercially unreasonable hostile acts by a Third Party with respect to the Products (including a denial of service attack), embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, or any cause beyond the control of such party. RELIANT shall use diligent efforts to resume performance. This License Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance that does not exceed six (6) months, and the parties shall proceed under this License Agreement when the causes of such non-performance have ceased or have been eliminated.
b) No Waiver. Should RELIANT or any Customer fail to exercise or enforce any provision of this License Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
c) Choice of Law. This License Agreement shall for all purposes be governed, interpreted, construed, and enforced solely and exclusively in accordance with the law of the State of Oklahoma.
d) Entire Agreement. Unless otherwise specified in this License Agreement as it may be amended from time to time, this License constitutes the entire agreement between each Customer and RELIANT with respect to the subject matter thereof. This License Agreement supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind and every nature (including, without limitation, any oral, written, or electronic communications) between Customer and RELIANT with respect to the subject matter of this License Agreement.
e) Severability. If any provision of this License Agreement shall be held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, and such provisions shall reflect as closely as possible the intent of the original provisions of this License Agreement. If the parties fail to negotiate a substitute provision, this License Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
f) Electronic Execution. Any use of any Licensed Products by Customer or any Users within Customer's organization indicates Customer's acceptance of every provision of this License Agreement. In any action or proceeding arising from or related to any Products, a printed version of any and all registration documentation, this License Agreement (as it may be amended from time to time), and of any other electronic communications between Customer and RELIANT will be admissible to the same extent as other documents and communications originally generated or maintained in printed form.
g) Third Party Beneficiaries. All beneficial rights (other than the right to collect fees) granted to or reserved in this License Agreement by RELIANT, including limitations of liability, warranty disclaimers, confidentiality, ownership, limitation of damages, and indemnification for Third Party claims, shall accrue to and are for the benefit of Licensors to the same extent as RELIANT. Except as expressly stated therein, nothing contained in this License Agreement is intended to create third party beneficiaries thereof or thereunder.
h) Each Party Acting Independently. RELIANT and each Customer agree that each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.
i) Assignment. No Customer may assign this License Agreement or any rights or obligations created under this License Agreement without the prior written consent of RELIANT.
j. Headings and Cross-References. The headings in this License Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references to Sections or headings shall be deemed references to such parts of this License Agreement, unless the context shall otherwise require.