TERMS OF SERVICE
Last Updated: April 27, 2021
SURVEY PARTICIPANT TERMS AND CONDITIONS
1.1 Introduction: This document (the “Terms”) explains the rules, conditions and your rights and responsibilities with respect to opening, accessing, reading, completing and/or submitting a survey sent to you by Retainify Technology Inc. (“Retainify”) on behalf of a Retainify customer (the “Retainify Customer”).
1.3 Eligibility: By accepting these Terms and using the Services (as defined below), you represent and warrant to Retainify that you are: (a) have the legal capacity to enter into this agreement; and (b) are not prohibited from using the Services by law in the jurisdiction where you are resident.
1.4 Update to Terms: The Terms may be changed and updated from time to time by Retainify. Retainify will either provide you with updated terms or post updated terms on its website (the “Site”).
“Applicable Laws” means all applicable local, national, federal, state, provincial and international laws.
“Content” means any text, information, materials, data, video, graphics, pictures, logos, marks, designs, hyperlinks, embedded links, URLs, sound files and other types of content, and their selection and arrangement thereof.
“Retainify Content” means any Content, other than User Content, transmitted, posted, displayed or used in connection with the Services.
“Retainify Platform” means Retainify’s online platform through which Retainify Customers may create, edit, publish and send Surveys to individuals.
“Services” means accessing, reading, completing and/or submitting a Survey.
“Survey Content” means any Content contained in a Survey, but excludes User Content.
“Survey Rules” has the meaning set out in section 4.1.
“Terms” means these TOS together with any legal notices applicable to the Services, all price schedules, and other supplemental documents that may supplement these TOS now or in the future.
“User Content” means any Content that you or any third parties submit to Retainify in the course of completing the Survey.
2. PERMITTED USE
2.1 Retainify grants you a non-transferable, non-exclusive revocable licence to access, read and use the Survey Content to complete the Surveys. No other use is permitted. Without limiting the generality of the foregoing, you may not:
a)make any commercial use of the Survey Content;
b)reproduce or make any copies of the Survey Content, except you may make one copy for your own personal uses; or
c)include the Survey Content in or with any product or service that you create or distribute.
2.2 Except for this license granted to you, Retainify and its licensors retain all right, title and interest in and to the Survey Content, Services, and Retainify Platform, including all related intellectual property rights.
3. USER CONTENT
3.2 You confirm and warrant to Retainify that you have all the rights, power and authority necessary to grant the above licence, including obtaining consent to use personal information from identifiable individuals, and the right to enter and submit your User Content to Retainify. Retainify is not responsible for any actions you take with respect to your User Content.
4. SURVEY RULES AND ACCEPTABLE USE
4.1You must comply with the following rules when using the Services and completing Surveys:
a)all information that you provide must be truthful, made by you, represent your views and must be about yourself;
b) you must not make any misrepresentation in information you provide, either directly or by omission;
c)posting information content and/or communications that are defamatory, obscene, pornographic, racist, harassing, hateful, threatening, abusive or illegal are forbidden;
d)you must not use the Services to propagate viruses, malware or other harmful or disruptive codes; and
e)you will maintain the confidentiality of your Survey answers and take reasonable security measures to ensure that others may not impersonate your or your Survey results (e.g. not leave your computer unattended).
4.2 You will use the Services for your personal use in your individual capacity only, and only for the purposes for which it is made available to you as an individual user. You will not use the Services on behalf of any other person.
4.3You are responsible for the accuracy and authenticity of all information that you provide to us. You are responsible for providing all equipment and software required for you to use the Services.
4.4You agree to use the Services in a manner consistent with all Applicable Laws.
4.5You must comply with the following requirements when using the Services:
a)You will use the Services only for lawful purposes, in a manner consistent with all laws that apply to you and with the Survey Rules.
b)You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
c)You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
d)Unless authorized by Retainify in writing, you may not probe, scan, or test the vulnerability of any Retainify system or network.
e)Unless authorized by Retainify in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
f)Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
g)You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Retainify will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Retainify.
h)You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
i)You may not register accounts by “bots” or other automated methods.
5. UNLAWFUL USE PROHIBITED; MONITORING; PROVIDING INFORMATION TO AUTHORITIES AND THIRD PARTIES
5.1Monitoring. You acknowledge that, in order to ensure compliance with legal obligations, Retainify may review certain User Content submitted to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Retainify otherwise has no obligation to monitor or review any content submitted to the Services
5.2Providing Information to Authorities and Third Parties. If Retainify believes that You have used our Services for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You consent to our forwarding of any such communications and information to these authorities. In addition, we may disclose your name, telephone number, credit card information, and other personal information, any communications sent or received by You, and any other information that Retainify may have about your account, including but not limited to, types of service, lengths of service, IP address (es), email address(es), and all other account information as follows:
in response to law enforcement or other governmental agency requests;
as required by law, regulation, rule, subpoena, search warrant, or court order; or
as necessary to identify, contact, or bring legal action against someone who may be misusing the Services; to protect Retainify’s rights and property.
5.3 Retainify cannot guarantee that our Services is impenetrable to all security breaches, and therefore Retainify makes no warranty, guarantee, or representation that our Services will be completely protected from viruses, security threats or other vulnerabilities.
6. LICENSE RESTRICTIONS
6.1Except as otherwise provided in these Terms, You shall not (i) make any modifications, or improvements to, or derivative works of the Retainify Platform; (ii) reverse engineer, decompile or otherwise attempt to derive the source code, underlying ideas, algorithms, structure of organization of the Retainify Platform; (iii) resell, sell, export, transfer, distribute, market, and/or sublicense the Retainify Platform; or (iv) otherwise use the Retainify Platform except as authorized pursuant to these Terms.
6.2Retainify may suspend or terminate Services, without any liability to You whatsoever, if You: harass, threaten or otherwise act unreasonably towards Retainify, its employees or agents; are in breach of these Terms (including if You are in contravention of section 4 of these Terms (Survey Rules and Acceptable Use)); use the Services so as to prevent fair and proportionate use by others; use the Service contrary to law, public policy or decency standards or reasonable usage policies instituted from time to time by Retainify; charge or allow others to charge any other person for the use of the Services without Retainify’s prior written agreement; alter or otherwise interfere with Retainify’s facilities, equipment, network or connections or use the Services in a prohibited, unlawful, or improper manner, including but not limited to, permitting fraudulent use.
7.1You agree to indemnify and hold harmless Retainify, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Retainify, arising out of a third party claim regarding or in connection with your or your employee’s use of the Platform, Services or breach of these Terms, including, but not limited to, any violation of any third party rights with respect to your User Content, to the extent that such liabilities, damages and costs were caused by you or your employees. You will give Retainify prompt notice of any such demand, claim or proceeding that you are aware of.
8. NO WARRANTIES
8.1The Services and Retainify Platform, including all information and services content contained on this site, are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Retainify or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Retainify, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; or that any defects or errors will be corrected.
8.2Retainify does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Retainify service or any hyperlinked website or service, and Retainify will not be a party to or in any way monitor any transaction between you and third-party providers of products or service.
9. LIMITATION OF LIABILITY
9.1To the maximum extent permitted by applicable law, in no event shall Retainify, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will Retainify be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.
9.2To the maximum extent permitted by applicable law, Retainify assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the services content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; and/or (vi) any errors or omissions in any User Content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service. In no event shall Retainify, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $100.
9.3This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Retainify has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
10.1The trademarks and logos displayed on the Retainify Platform and Surveys are the property of Retainify or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Retainify or the third party.
12.1The Retainify Platform uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords. Although Retainify takes reasonable steps concerning security of the Retainify Platform, no website is completely secure from unauthorized access.
13.1The Retainify Platform originates in Canada. These Terms will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with this Retainify Platform will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.
14.1No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority to bind Retainify in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and these Terms will be construed as if such invalid, illegal or enforceable provision had never been contained herein.