1.1 Introduction: These Terms of Service (“TOS” or “Terms”) constitutes the agreement between Retainify Technology Inc. an Ontario corporation (hereinafter referred to as “Retainify”, “We” or “Us”) and the party creating the account through the Retainify registration process (hereinafter referred to as “You” or “Customer”). Retainify, through its online platform (and all associated services (collectively, the “Retainify Platform”)), provides a unified online survey solution that allows its customers to collect employee or user feedback (the “Services”), including the ability to generate reports, develop analytics and providing benchmarking information. You represent that you have the authority to agree to these Terms on behalf of your organization.
1.2 Acceptance of Terms: You may not use the Services without ﬁrst agreeing to these Terms. By accessing or using the Platform and Services you agree to be legally bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms, you may not access the Platform or use the Services. Retainify, including its affiliates as applicable, reserves all of its rights at law and equity, including the right to block access to this Platform if you violate any of these terms.
1.3 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”).
“Account” means your Retainify account, including the login identification and password assigned to You by Retainify that allows you to access the Services.
“Applicable Laws” means all applicable local, national, federal, state, provincial and international laws.
“Retainify Content” means any Content, other than User Content, transmitted, posted, displayed or used in connection with the Services.
“Content” means any data, text, software, music, sound, photographs, graphics, video, e-mail messages, or any other messages.
“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 (including your employees) submit to Retainify in the course of using the Services.
2. USE OF SERVICE
2.1 Retainify grants to you a limited, personal, non-exclusive, non-transferable license to use the Retainify Platform and Services for your own personal use and not for resale or further distribution. Your right to use the Platform and Services is limited by all terms and conditions set forth in these Terms.
2.2 Except for this license granted to you, Retainify and its licensors retain all right, title and interest in and to the Platform and Services, including all related intellectual property rights. The Platform and Services are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
2.3 You agree that You will use the Services only for lawful purposes You acknowledge that Retainify may terminate the Services immediately, without any notice and without any liability by Retainify to You whatsoever, if, at the sole discretion of Retainify, You or any User misuses or permits others to misuse or abuse any Service for purposes that are contrary to Applicable Law or contrary to these Terms (including section 4 (Acceptable Use), Your breach of the license restrictions with respect to the Platform; or if Retainify has to preserve the integrity of its network, or comply with applicable laws.
2.4 You are liable for any and all use of the Service, and You remain solely responsible for all use of service utilized through Your account, for determining who is authorized to use Your Service, and for promptly notifying Retainify of any unauthorized use. You agree to indemnify and hold harmless Retainify against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal counsel fees, as applicable) associated with such use.
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 publish and display your User Content. Retainify is not responsible for any actions you take with respect to your User Content, including sharing it publicly.
3.3 Retainify may identify you (by name and logo) as a Retainify customer on Retainify’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
4. ACCEPTABLE USE
4.1 You agree to use the Services in a manner consistent with all applicable laws and regulations. Unless otherwise authorized by Retainify, You shall not resell the Services in whole or in part to others.
4.2 You acknowledge that, in order to ensure compliance with legal obligations, Retainify may review certain content submitted 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 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.
4.3 You are responsible for your conduct, UserContent, and communications with others while using the Services. You must comply with the following requirements when using the Services:
a. 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.
b. 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.
c. You may not circumvent or attempt to circumvent any limitations that Retainify imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
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 transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
h. 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.
i. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
j. You may not register accounts by “bots” or other automated methods.
k. Your Content and use of the Services may not violate our Content Policy.
5. UNLAWFUL USE PROHIBITED; MONITORING; PROVIDING INFORMATION TO AUTHORITIES AND THIRD PARTIES
5.1Monitoring. Retainify may monitor the use of Services for violations of these Terms. Retainify may suspend or delete your Account if We suspect a violation of these Terms, or if We think it necessary in order to protect our Services, or Retainify, its affiliates, directors, officers, agents, and employees from harm. Retainify has the right (but not the obligation) to remove any User Content that violates these Terms.
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.
6. YOUR ACCOUNT
6.1 In order to use the Services, You are required to register with Retainify. You can register for an Account using an email or password, or through your account with certain third-party social networking services, such as LinkedIn or Google.
6.2 You agree to provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when registering for the Services, as well as any additional information provided or any amendments made by You. You agree to maintain and promptly update such information to keep it true, accurate, current and complete. Subject to such registration, You will receive access to your Retainify Account. Retainify has the right to change your password and account name at any time in its sole discretion and without notice.
6.3 Retainify recommends that you choose a password to your Account that is hard to guess and You keep it secure. It is your responsibility to ensure that You do not respond to any unsolicited requests for credit card information, password or other data. You are fully responsible for all, including any fraudulent, use of the Services, which is or can be connected to your Account.
6.4 Retainify may terminate 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. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
6.5 Retainify reserves the right to take any action it deems necessary or reasonable to ensure the security of the Services and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Retainify may rely on the authority of anyone accessing your account or using your password and under no circumstances will Retainify be held liable to you for any liabilities or damages resulting from or arising out of (1) any action or inaction of Retainify; (2) any compromise of the confidentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains confidential. However, We can not 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.
7. PAYMENTS AND BILLING
7.1 Retainify will charge fees in consideration of the Services (“Fees”) and you agree to the terms of sale, pricing, payment and billing policies applicable to the Service Fees. More information about the Fees and how they calculated can be found on our Service Fees page. You agree to pay Retainify for the Fees in accordance with the pricing and payment terms presented to you for that Service. You will be billed using the billing method you select through the registration process. 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 Retainify of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
7.2 Some of our Services are billed on a subscription basis (“Subscriptions”). 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. The price and billing cycle of our Subscriptions is listed on our website. Subscription prices are liable to change at any time, but changes will not affect pre-existing subscriptions.
7.3 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 us at email@example.com. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
7.4 Unless otherwise stated, you are responsible for any taxes (other than Retainify’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Retainify for the Services without any reduction for Taxes. If Retainify is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Retainify with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to Retainify, you must provide Retainify with an official tax receipt or other appropriate documentation to support such payments.
7.5 Retainify may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Retainify will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
7.6 All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You are responsible for all taxes applicable to the fees and charges in connection with the Fees.
7.7 In the event Retainify is unable to debit your credit card, or otherwise is not paid in respect of the Fees, in addition to any other remedies available to Retainify, Retainify reserves the right to charge an administrative fee and late charges at a monthly compounded rate of 1.5% (19.56% per annum). Retainify will review any disputed charge, provided You continue to pay the undisputed portion and subsequent invoices.
8. LICENSE RESTRICTIONS
8.1 Except 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.
9. THE RETAINIFY API
9.1 This section contains terms and conditions applicable to your use of the FreshBooks API, including if you are a developer or operator of a website or application (such a website or application, a “Retainify API Implementation”, and the developer or operator, an “API Developer”) who wishes to use the FreshBooks API for the purpose of including User Content in your Retainify API Implementation. If you are a Customer and you procure a third-party to develop a Retainify API Implementation for you, this Section applies to your and their use of the Retainify API, and you are responsible for their compliance with this Section to the same extent as though you were developing the Retainify API Implementation yourself.
9.2 If you are an API Developer and not otherwise a customer, your use of the Retainify API constitutes your agreement to these Terms. We may change these Terms without notice to you by posting new Terms on the Site. It is your responsibility to review the Site for changes to the Terms. If you use the Services after new Terms are posted, your use of the Services constitutes your agreement to the new Terms. If you do not wish to be bound by the new Terms, cease your use of the Services.
9.4 Your use of the Retainify API is also subject to the following restrictions. You may not:
a. interfere or attempt to interfere in any manner with the proper workings of the Retainify API, or create or distribute any Retainify API Implementation that adversely affects the functionality or performance of the Services or adversely impacts the behavior of other applications using the Retainify API;
b. misrepresent your identity or intentions when communicating with us in relation to the Retainify API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others, or mask your usage of the Retainify API;
c. use the Retainify API in association with, or as a component of, any website that in the sole discretion of Retainify is determined to be obscene or otherwise inappropriate;
d. use the Retainify API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
e. use the Retainify API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
f. replicate, in whole or in part, the “look and feel” of Retainify with your Retainify API Implementation;
g. include in your Retainify API Implementation a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between Retainify and your Retainify API Implementation among users;
h. disparage or otherwise negatively represent Retainify in your Retainify API Implementation;
i. use the Retainify API for any application that attempts to replace or replicate the essential user experience or functionality of the Service;
j. reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
k. circumvent or render ineffective any IP address-based functionality or restriction imposed by the Services;
l. circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
m. at any time you are operating your Retainify API Implementation, solicit, interfere with or endeavor to entice away from us any of our Customers.
9.5 You agree to carefully monitor your use of the Retainify API and ensure that it remains within reasonable operational limits for both your own server capacity and for ours.
9.6 We reserve the right to rate limit other functionality to prevent abuse, spam, denial-of-service attacks, or other security issues.
10. TERMINATION BY RETAINIFY
10.1 Retainify may suspend or terminate Services, without any liability to You whatsoever, if You: fail to pay Your Account that is past due; 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 (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.
10.2 Prior to suspension or termination, Retainify will make reasonable efforts to provide You with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in Retainify’s reasonable discretion, during which You will have the opportunity to rectify the reason for proposed suspension or termination.
10.3 Notwithstanding anything contained herein to the contrary, Retainify will not provide notice of a proposed suspension or termination:
a. where immediate action must be taken to protect Retainify’s facilities, equipment, Retainify Platform, network or connections, to protect the safety or security of others (including protection against abusive behaviour), to stop the commission of any offence (including fraud), or to ensure compliance with any law, court order or other legal requirement;
b. your breach of any material terms (including license restrictions) of these Terms;
c. if you have not used your Account for more than a one (1) year period (in which case any funds remaining on your Account will be forfeit); or
d. where Retainify has made reasonable efforts to provide you with advance notice in accordance with the second paragraph above, but was unable to do so.
10.4 A suspension or termination will not affect your obligation to pay any amounts owed to Retainify either during or after the suspension or termination, including the full month’s charges for the month where your Service is suspended or terminated.
11. TERMINATION BY YOU
11.1 Retainify permits You to terminate Your Service at any time by contacting Retainify via e-mail at firstname.lastname@example.org. Termination is effective thirty days from the date you provide Retainify notice and You will be charged all applicable charges up to and including the effective date of cancellation.
13.1 You 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.
14. NO WARRANTIES
14.1 The Services and 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.
14.2 Retainify 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.
15. LINKS TO THIRD-PARTY PLATFORMS
15.1 This Retainify Platform may contain a number of links to third-party websites. Retainify does not control these linked sites, which you may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. Retainify makes no representation, warranty or endorsement whatsoever about any other website which you may access through this Retainify Platform.
16. LIMITATION OF LIABILITY
16.1 To 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.
16.2 To 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 the amount you paid to Retainify during the two months prior to the date of any claim.
16.3 This 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.
17.1 The trademarks and logos displayed on the Retainify Platform 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.
19.1 The 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 namesand passwords. Although Retainify takes reasonable steps concerning security of the Retainify Platform, no website is completely secure from unauthorized access.
20.1 The Retainify Platform originates in Canada. It shall 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.
21.1 No 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.
22.1 If you have any questions concerning these Terms, please contact Retainify via email at email@example.com.