Terms of Use

Notice Date: August 1st, 2016

Welcome to QuestionPro, Inc. (“QuestionPro,” “we,” “us,” “our”) and thank you for using our products and services (“Services”). The following Terms and Conditions of Use (“Terms”) govern all use of the Services, so please read carefully.

1. ACCEPTANCE

The Services are offered subject to your acceptance of these Terms, our Privacy Policy, and any additional terms and policies (including operating rules, guidelines and procedures) that may apply depending on your particular use of the Services. (For example, if you use our Rewards feature, the QuestionPro Promotion Terms and Conditions apply.)

By using the Services or by clicking on an acceptance box for these Terms, you are agreeing to be bound by these Terms, our Privacy Policy, and all other applicable terms and policies. If you do not agree with these Terms and policies, do not use or access the Services or click on the acceptance box.

If you will be using the Services on behalf of a company or any other entity, you agree to these Terms on behalf of that entity and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. Additionally, since the Services are available only to individuals who are at least 18 years old, you represent and warrant that you are at least 18 years old and take full responsibility for the selection and use of the Services. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

2. REGISTRATION

In order to use certain features of the Services, you may be required to register for a Services account. You warrant that any registration information (such as name, contact information, or other information) you submit to QuestionPro is accurate, complete, and not misleading, and you agree to keep such information up to date. Failure to do so constitutes a breach of these Terms and may result in immediate termination of your account. To the extent you are able to select a “user name,” you may not (i) select or use a user name that is a name of another person with the intent to impersonate that person; (ii) use a user name that is a name subject to any rights of a person other than you without appropriate authorization; or (iii) use a user name that is offensive, vulgar, obscene, or unlawful. We reserve the right, in our sole discretion, to cancel or refuse registration of any user name we believe violates these Terms, our policies, or the law. You shall be responsible for maintaining the confidentiality of your password and other account information. Your login must only be used by one person; a single login shared by multiple people is not permitted. QuestionPro is not liable for any loss or damage from your failure to comply with this Section 2. We may use your registration information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, communicate separately with you or publish the fact that you are a user of our services.

3. YOUR CONTENT.

As between you and QuestionPro, you retain ownership of the intellectual property rights of the content you submit to us or the Services (“Your Content”), except for the limited rights that enable us to perform the Services. In short, what’s yours is yours, but we do need certain permissions from you so that our processing, maintenance, storage, technical reproduction, back-up, distribution, and related handling of Your Content does not infringe applicable copyright and other laws. Therefore, in order to perform the Services, you grant us a non-exclusive, worldwide, royalty-free, transferable, and irrevocable (for so long as Your Content is stored with us) license to use, reproduce, and display Your Content as reasonably necessary to provide you with the Services. You are responsible for maintaining, protecting, and making backups of Your Content. To the maximum extent permitted by applicable law, we will not be liable for the loss or corruption of Your Content.

4. OUR CONTENT.

Using the Services does not give you ownership of any intellectual property rights in the Services. You agree that all QuestionPro content and materials delivered via the Services or otherwise made available by QuestionPro (collectively, “Our Content”) are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by QuestionPro in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of Our Content. However, you may print or download a reasonable number of copies of Our Content for your own informational purposes; provided, that you retain all copyright and other proprietary notices within the copies. Reproducing, copying, or distributing any of Our Content or QuestionPro design elements for any other purpose is strictly prohibited without our express prior written permission. Use of Our Content for any purpose not expressly permitted in these Terms is prohibited. QuestionPro reserves any rights not expressly granted in these Terms.

5. USE OF THE SERVICES.

You represent and warrant that (i) your use of the Services will comply with all laws and regulations; (ii) Your Content will not infringe or violate any third-party intellectual property rights or any laws or regulations (including, without limitation, obscenity, defamation, and privacy laws); (iii) if you use the Services on behalf of any third party, you have all necessary authorizations; and (iv) your use of the Services will not conflict with any obligations you have to any third party. We reserve the right, in our sole discretion, to remove, modify, prevent access to, or refuse to display Your Content that we believe violates these Terms, our policies, or the law.

6. ACCOUNTS AND FEES.

QuestionPro offers a Free Account that you may use to try out our services; at any time, you may upgrade to any of QuestionPro’s paid subscriptions. If you are a paying user of the Services, you shall pay QuestionPro Service fees in accordance with this Section 6 and our pricing policy located at www.QuestionPro.com/pricing (“Fees”). You will be billed for your first subscription term immediately upon upgrading to a paid subscription. Subscriptions will automatically renew for a period equal in length to the preceding subscription period. All Fees will be invoiced in advance (on a monthly or annual basis depending upon the subscription you purchase), and the credit card last used by you for a QuestionPro transaction will automatically be charged at the start of each subscription period. All Fees are non-refundable—without limitation, we shall provide no refunds or credits for partial months of Service, for upgrades or downgrades, or for unused months of an annual account. For any subscription upgrade, the credit card last used by you for a QuestionPro transaction will automatically be charged the new Fee on your next billing cycle. We reserve the right to change the Fees and to institute new charges and Fees at the end of each subscription period. Unpaid Fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than taxes based on QuestionPro’s net income. All inquiries related to billing and credit card charges should be made in writing to ATTN: Billing/Invoices, QuestionPro Inc., 548 Market St #62790, San Francisco, CA 94104-5401, USA.

7. CHANGES TO THE TERMS

We may amend these Terms from time to time by posting an amended version in the Services and on our website. If you are a Free Account user, the amended version will become effective immediately as of the amended version’s Notice Date. If you are a new or returning user who registers for services on or after the Notice Date, the amended version will be effective immediately. If you are a current paying user of the Services, these Terms will continue under their original provisions for your original subscriptions, and the amended version will become effective at the start of the your next QuestionPro subscription period (including any new subscription or any automatically renewed subscription). Your use of the Services after an amended version becomes effective will confirm your acceptance and consent of that amended version. It is your responsibility to check the Services or our website (regularly, if a Free Account user, or prior to the start of your next QuestionPro subscription period, if any other user) for amended versions of these Terms and to review any changes. These Terms may not be amended in any other way except through a written agreement executed by both you and an authorized representative of QuestionPro. Notwithstanding the foregoing, we may amend our Privacy Policy or all other auxiliary policies at any time by posting amended versions on our website; the amended versions will become effective immediately upon posting.

8. CHANGES TO SERVICES

QuestionPro is constantly innovating and evolving the Services in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Services may change from time to time without notice. Changes to the form and nature of the Services may include, without limitation, the alteration or removal of a functionality or aspect of the Services. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. You also agree that we may create limits on certain features and services or restrict your access to parts of the Services without notice or liability. (For example, if you use our Free subscription, you will not enjoy all of the benefits provided to subscribers of the QuestionPro Professional subscription.)

9. ANTI-SPAM AND E-MAIL POLICY.

QuestionPro expressly forbids all SPAM (the term "SPAM" meaning the sending of unsolicited e-mail to parties unknown to the sender). If you are found to be using the Services for SPAM, your account will be subject to immediate termination. The Services may only be used in connection with e-mail lists for which recipients have voluntarily registered. Using the Services to send e-mail to an address you obtain without the consent of the addressee is a violation these Terms. You are prohibited from importing e-mail addresses for persons who have not affirmatively and clearly elected to receive your mailings. For clarity, you will only send e-mail to persons who have willingly signed up to receive your mailings. If we receive complaints about your activities under this Section 9, your account may be subject to immediate termination. You will not send e-mail under any company or organization name other than your own company/organization, and you will not send e-mail with fraudulent or misleading header or source information. All e-mail sent through the Services must be expressly for the purpose of collecting data using QuestionPro’s online surveys. Sending e-mail through the Services to solicit any actions other than completing QuestionPro surveys is a violation of these Terms. You are fully responsible for the contents of your messages and the consequences of any such messages. We shall have no responsibility or liability for messages or other content that is created by you. You shall not send, post, distribute or disseminate any defamatory, obscene, or otherwise unlawful messages, material or information, including another person's proprietary information (including trademarks, trade secrets, or copyrighted information) without express authorization from the rights holder. QuestionPro will cooperate with legal authorities in releasing names and IP addresses of users who are involved in SPAM or illegal activities.

10. OTHER RESTRICTIONS

  • You shall not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process (i) to access, acquire, copy, or monitor any portion of the Services or Our Content; (ii) to reproduce in any way or circumvent the navigational structure or presentation of the Services or Our Content; or (iii) to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services. Additionally, you shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any transaction being conducted on the Services. We reserve the right to bar any such activity.
  • You shall not attempt to gain unauthorized access (i) to any portion or feature of the Services, (ii) to any systems or networks connected to the Services, (iii) to any QuestionPro server, or (iv) to any of the services offered on or through the Services, by hacking, password “mining”, or any other illegitimate means.
  • You shall not probe, scan, or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services. You shall not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services or any other customer of QuestionPro, or exploit the Services or any service or information made available or offered by or through the Services.
  • You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or QuestionPro’s systems or networks, or any systems or networks connected to the Services. In the event of such actions, we reserve the right to implement measures to ensure the quality and availability of the Services for all other QuestionPro users.
  • You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to QuestionPro or send while using the Services. You shall not, in connection with the Services, pretend (e.g. through impersonation) that you are any other individual or entity. For Surveys sent in connection with the Services, you shall not attempt to remove any identifying footer such as "Powered by QuestionPro" or other similar message.
  • You shall not abuse or threaten to abuse (verbally, physically, or in writing) any QuestionPro customer, employee, or agent.

11. SERVICE LEVELS

The following services levels and this Section 11 apply to you only if you are an Enterprise Client user:

  • If you are a paying user, are not in breach of this Agreement, and are not delinquent with respect to any Fees, QuestionPro will use commercially reasonable efforts to make the Services available to you with an Uptime Percentage (defined below) of at least 99.5% during the course of the Uptime Calculation Period (defined below). Our calculation of uptime shall be definitive and final. In the event we determine that we did not meet the uptime commitment, as your sole remedy and QuestionPro’s exclusive liability, you will be eligible to receive a credit for an additional month of Services.
  • "Unavailable" means that your Services have no external connectivity during a 5-minute period.
  • "Uptime Percentage" is calculated by subtracting from 100% the percentage of 5-minute periods during the Uptime Calculation Period that the Services were in an Unavailable state, excluding downtime resulting directly or indirectly from Service Level Exclusions.
  • “Service Level Exclusions” are downtimes that shall not be deducted when calculating an Uptime Percentage; the Service Level Exclusions are as follows: (i) downtime caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of QuestionPro servers; (ii) downtime that results from any actions or inactions by you or any third party; (iii) downtime as a result of regular maintenance or patch builds; (iv) downtime as a result of significant upgrades or significant maintenance to QuestionPro software for which we have given notice; (v) downtime arising from our suspension and termination of your right to use the Services in accordance with these Terms or our policies.
  • "Uptime Calculation Period" is the 365-day period immediately preceding the date you make a confirmed claim via e-mail to your account manager. If you have been using the Services for less than 365 days, the Uptime Calculation Period will still be deemed the preceding 365 days, but any days prior to you becoming a paying user will be deemed to have had 100% availability. Any downtime occurring prior to a successful service credit claim cannot be used for future claims.
  • Any claim must be received by your account manager within 30 days after a complained of Unavailability incident. The claim must include (i) the text “SLA CLAIM” in the subject line, (ii) the dates and times of each Unavailability incident being claimed, and (iii) logs or documentation that corroborate your claimed Unavailability incidents.

12. THIRD PARTY SITES

The Services may allow you to link to other websites or resources on the Internet, and other websites or resources may contain links to the QuestionPro website and our Services. These other websites are not under our control, and you acknowledge that QuestionPro is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of these websites or resources. The inclusion of any such link does not imply endorsement by QuestionPro. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.

13. INDEMNIFICATION

You are responsible for all of your activity in connection with the Services and shall defend, indemnify, and hold harmless QuestionPro and each of its employees, contractors, directors, suppliers and representatives from all liabilities, damages, losses, settlements, claims, actions, demands, costs and expenses, including attorneys' fees, that arise from or in connection with your (i) use or misuse of the Services, (ii) access to any part of QuestionPro and the Services, (iii) Your Content, or (iv) violation of these Terms.

14. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. QuestionPro MAKES NO WARRANTY THAT (I) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (III) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL QuestionPro, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR INFORMATION POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICES, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$500.00. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. TERMINATION BY YOU

You can cancel your account at any time by clicking on the “My Account” link in the global navigation bar at the top of the screen. The account screen provides a simple cancellation link. No other form of cancellation (such as phone or e-mail) will be valid. If you cancel the Services before the end of your current subscription period, the cancellation will take effect immediately, and Your Content will be immediately deleted from the Services. You will not be charged for any subsequent subscription periods. For clarity, amounts paid are non-refundable and if your account is canceled in the middle of a subscription period, you forfeit all amounts paid.

17. TERMINATION BY US

We may restrict, suspend, or terminate the Services to you (i) if you fail to comply with these Terms or our policies (including without limitation, failure to pay any fees owed by you in relation to the Services) (ii) if you use the Services in a way that creates or could create liability for us, (iii) if you interfere with other’s use of the Services, (iv) if a law enforcement, judicial body, or other government agency requests us to do so, or (v) if we need to investigate suspected misconduct by you. Any such restriction, suspension, or termination shall be made by us in our sole discretion, and we will not be responsible to you or any third party for any damages that may result or arise out of such restriction, suspension, or termination of your account and/or access to the Services. In the event of an urgent matter, we reserve the right to take immediate action without notice. Additionally, unless you are a paying user, we reserve the right to terminate and delete your account if you have not accessed the Services for a period of 365 days or longer.

18. EFFECT OF TERMINATION

Upon termination by either you or QuestionPro, (i) all of Your Content will be immediately deleted from the Services , (ii) you will no longer access (or attempt to access) the Services, (iii) all outstanding fees owed to QuestionPro will become immediately due and payable, and (iv) we shall have no obligation to retain any of Your Content. You are solely responsible for exporting Your Content from the Services prior to termination of the Services you receive. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

19. EXPORT AND TRADE CONTROLS.

You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Services or any information provided on or through the Services except in full compliance with all United States, foreign and other applicable laws and regulations.

20. ELECTRONIC COMMUNICATIONS AND NOTICES.

By creating an account, you hereby consent to receive electronic communications from us, including marketing e-mails, product updates, and other business messages. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications may be in the form of e-mails sent by us to the e-mail address associated with your account or communications posted by us on the QuestionPro website, your “My Account” page, or the Services you utilize. All notices to QuestionPro must be addressed in writing to: QuestionPro, Inc., 93 S. 548 Market St #62790, San Francisco, CA 94104-5401, USA. QuestionPro may provide notices to you via the e-mail address associated with your account or through your Services account.

21. RESOLVING DISPUTES

We want to ensure that you have an excellent experience with QuestionPro. If you have a problem or concern, we encourage you to first contact your account manager or Live Chat support to try to resolve any issues. However, in the event of formal proceedings, you and QuestionPro agree that these Terms shall be governed by and construed in accordance with the laws of the state of Washington, as if made within Washington between two Washington residents, and agree to submit to the exclusive jurisdiction and venue of the state and Federal courts located in King County, Washington. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to these Terms shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, an arbitrator shall be appointed by JAMS in accordance with its rules. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. YOU ALSO AGREE TO RESOLVE DISPUTES WITH US ONLY ON AN INDIVIDUAL BASIS, AND AGREE NOT TO BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue provisions above, then those provisions do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).

22. MISCELLANEOUS

The failure of either party to exercise or enforce any right contained in these Terms, is not a waiver of either parties’ right to do so later. QuestionPro shall not be liable for any failure to perform its obligations in these Terms where such failure results from any cause beyond QuestionPro’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable, or sublicensable by you, except with our prior written consent. We may transfer, assign, or delegate these Terms and their rights and obligations without consent. Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind QuestionPro in any respect whatsoever.