Set forth below are the terms and conditions under which Inqwise makes the internet website at http://www.inqwise.com (the "Site"), and the services available through the Site or otherwise provided by Inqwise (the "Services"), to each person or entity (each a "User") accessing or using the Site or the Services.
These terms and conditions, together with any and all other terms, conditions, rules, policies or procedures ("Additional Terms") published on the site from time to time and related to User's use of the Site or the Services (together, this "Agreement"), each as updated from time to time by Inqwise, constitute a binding, legal agreement between Inqwise and User.
By using the Site or the Services (including by responding to surveys, polls or other communications received from other Users of the Site and the Services), each User hereby agrees to and is bound by this Agreement. If you do not agree with any of the terms of this Agreement, do not access or otherwise use this Site or the Services or any information contained on this Site. Inqwise may make changes to the content and Services offered on this Site at any time.
Inqwise can change the terms of this Agreement at any time (including any Additional Terms).
If Inqwise changes the terms of this Agreement, Inqwise will post an updated set of terms and conditions of use on this Site with a change notice and Inqwise may send registered users an email notice of the changes.
If any modification is unacceptable to you, you shall cease using this Site and the Services.
If you do not cease using this Site and the Services, you will be conclusively deemed to have accepted the change.
Each User hereby warrants that if it is a corporation or other legal entity, User is validly formed and existing under the laws of its jurisdiction and has duly authorized its agent or agents to enter into this Agreement and, if an individual, User is of the age of majority in his or her place of residence.
1.1. If User purchases a paid subscription to the Services (a "Subscription"), User shall pay all fees, including for any additional Services purchased by User or usage that exceeds the thresholds at the rates posted, as well as any taxes, applicable to such Subscription, as published on the Site at http://www.inqwise.com/en-us/pricing from time to time. Inqwise may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the then-current term of User's Subscription.
1.2. Subscription membership in the Services is on a continuous service basis. This means that, subject to the terms of this Agreement, Inqwise will automatically renew User's Subscription at the end of its term unless User's Subscription is canceled using the tool in User's account page on the Site at any time prior to the end of the then-current Subscription. User will be charged a renewal rate equal to the rate for the immediately preceding Subscription period, based upon the Subscription program (annual, quarterly, monthly, etc.) that User has chosen, unless Inqwise has notified User of any new rate in advance. A cancellation of a Subscription requested by User through User's account page will become effective on the date that the then-current Subscription period expires.
1.3. If User has elected to pay the fees referred to in Section 1.1 (Subscriptions and Payment) by credit card, User hereby warrants that the credit card information provided by User is correct, and User shall promptly notify Inqwise of any changes to such credit card information. User acknowledges and agrees that if User's credit card payment cannot be processed for any reason, Inqwise may suspend or cancel User's Subscription.
If User has registered for an account to use the Services, User hereby warrants that the information provided by User for the purposes of such registration is complete and accurate. User shall ensure that such information is kept up to date. Upon registering for an account, each User will receive a password and an account designation. User acknowledges and agrees that User, and not Inqwise, is responsible for User's account and all activities occurring in connection with the use of that account, whether or not User authorizes such activities.
3.1. User acknowledges and agrees that:
3.2. User further acknowledges and agrees that Inqwise does not control the Content originating from User, respondents to User's survey, or other users of the Site or the Services, and does not guarantee the accuracy, integrity or quality of such Content. Notwithstanding the foregoing, Inqwise may review all Content and may block, modify, terminate access to, or remove any such Content that Inqwise considers, in its sole discretion, does not comply with any of the requirements of this Agreement but Inqwise is not obligated to do so.
3.3. Inqwise reserves the right to purge Content from its databases at any time and from time to time without notice. User acknowledges and agrees that User is solely responsible for backing up any Content uploaded to the Site by User or received by User through the use of the Services. Inqwise shall not be liable for any purging, deletion, or failure to retain any such Content.
3.4. Inqwise may disable User's account and your access to use the Site and/or the Services and Inqwise may recover from User any losses, damages, costs or expenses incurred by Inqwise resulting from or arising out of User's non-compliance with any provision of this Agreement.
In connection with User's use of the Site and the Services, and without limiting any of User's other obligations under this Agreement or applicable law, User:
User further acknowledges and agrees that Inqwise may cooperate with any governmental authority in connection with any investigation into User's use of the Site or the Services, including use in contravention of applicable laws, and may disclose any Content, and any other information pertaining to the User or to User's use of the Site or the Services, to such governmental authority in connection with any such investigation.
User shall indemnify, defend and hold harmless Inqwise, its affiliates, and their respective directors, officers, employees, servants and agents from and against all claims, demands, damages, liabilities and costs (including attorneys' fees on a full indemnity basis) arising out of or in connection with:
6.1. This Agreement shall automatically become effective upon User's first use of the Site or the Services, and continue indefinitely until it is terminated.
6.2. Inqwise may cancel User's Subscription (if User has one) and terminate this Agreement immediately by notice to User in the event that User breaches any of User's representations, warranties, or obligations under this Agreement (including any of User's obligations under Section 3 (Content)) or contravenes any applicable law.
6.3. Upon termination of this Agreement for any reason, User shall immediately cease all use of the Site and the Services, and User acknowledges and agrees that Inqwise may, in its sole discretion, take any measures Inqwise reasonably deems necessary or desirable to prevent further use by User of the Site or Services, including by blocking User's IP address. User further acknowledges and agrees that upon termination of this Agreement, Inqwise shall not be obliged to retain any of User's Content (including survey or poll results or responses) or to provide the same to User, but may elect to do so in its sole discretion. Termination of this Agreement shall not entitle User to a refund of any Subscription fees previously paid by User.
6.4. The following shall survive termination of this Agreement for any reason:
7.1. Inqwise reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Services or any part thereof, or User's access thereto, and to modify, suspend or delete the Site or any part thereof, with or without notice. User acknowledges and agrees that Inqwise shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Site.
7.2. Without limiting Section 7.1 (Provision of the Site and the Services), if User engages in excessive usage of the Site or the Services (as described in Section 4(g) (User Conduct)), Inqwise may take such action as it considers necessary to prevent such excessive usage and to restore the availability of the Site and the Services to other users, including by limiting or suspending User's access to the Site and the Services, or by canceling User's Subscription and terminating this Agreement.
7.3. User acknowledges and agrees that the Site and the Services are provided "as is," "where is," "as available," and "with all faults," and that Inqwise has no responsibility or liability for the loss or deletion of, or failure to receive, process or store any Content (including survey or poll results or responses) maintained or transmitted using the Services.
7.4. USER ACKNOWLEDGES AND AGREES THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN OR AVAILABLE THROUGH THE SITE OR THE SERVICES, INCLUDING INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE BY OTHER USERS OF THE SITE OR THE SERVICES, MAY INCLUDE INACCURACIES OR ERRORS.
7.5. USER FURTHER ACKNOWLEDGES AND AGREES THAT USER, AND NOT INQWISE, IS RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS, AND USEFULNESS OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES.
7.6. INQWISE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS OF THE SITE OR THE SERVICES, OR THE ACCURACY OF SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES.
7.7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INQWISE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.
7.8. If you are a User located in a country embargoed by the United States, or are on the U.S Treasury Department's list of Specially Designated Nationals, you are not permitted to purchase a Subscription or any other paid services from Inqwise.
8.1. IN NO EVENT SHALL INQWISE, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE OR DATA, OR COSTS OF COVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF INQWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES ARISING OUT OF:
USER SPECIFICALLY AGREES THAT INQWISE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS SHALL NOT BE LIABLE FOR:
IF USER IS DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICES, USER'S SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING THE SITE AND THE SERVICES.
8.2. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING EXCLUSIONS OF LIABILITY, INQWISE, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS IS LIABLE TO USER FOR ANY AMOUNTS UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INQWISE'S (OR SUCH AFFILIATES', DIRECTOR'S, OFFICER'S, EMPLOYEE'S, SERVANT'S OR AGENT'S, AS APPLICABLE) TOTAL LIABILITY IN RESPECT OF SUCH AMOUNTS SHALL NOT EXCEED THE GREATER OF:
8.3. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, INQWISE WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES, AND THAT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF THEY WOULD CAUSE USER'S REMEDIES UNDER THIS AGREEMENT TO FAIL OF THEIR ESSENTIAL PURPOSE. Notwithstanding the foregoing, some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages in certain circumstances, and so the foregoing limitation and exclusions may not apply to User to that extent.
The Site and the Services and all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Inqwise, its affiliates, or its third party licensors. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. Inqwise reserves all rights in the Site and the Services that are not expressly granted. Inqwise is a trademark of Inqwise.com. Other trademarks, names, and logos on this Site are the property of their respective owners. Nothing in this Agreement shall be deemed to assign or transfer to User any rights to any such intellectual property. User further acknowledges and agrees that Content made available to User through the Services may be subject to the intellectual property rights of third parties.
11.1. Inqwise may provide references, frames or hyperlinks to internet websites maintained by third parties. Inqwise does not warrant that it has reviewed such third party websites and makes no claims, representations or warranties regarding such third party websites or the contents of the same. Inqwise is not responsible for, nor does it endorse or recommend, any products or services provided by such third parties through such third party websites or by any other means.
11.2. User acknowledges and agrees that User, and not Inqwise, is responsible for determining which laws may apply to User's use of the Site and the Services and assessing User's obligations under such laws.
11.3. All notices and other communications required or permitted to be given by Inqwise to User under this Agreement will be deemed to be properly given on the date when:
User may give notices to Inqwise under this Agreement by email to firstname.lastname@example.org.
11.4. This Agreement comprises the entire agreement between Inqwise and the User relating to the Site and the Services.
11.5. The use of the terms "includes" and "including", and similar terms, shall be deemed not to limit what else might be included.
11.6. User may not assign this Agreement without Inqwise's prior written consent, which may be withheld in Inqwise's sole discretion. Inqwise may assign this Agreement at any time without notice to User.
11.7. In any dispute arising out of this Agreement, the substantially prevailing party shall be entitled to payment of its reasonable attorneys' fees and costs.
11.8. The failure by Inqwise to enforce any right or provision of this Agreement shall not constitute a waiver of that provision or of any other provision of this Agreement.
11.9. If any provision of this Agreement shall be determined to be invalid or unenforceable by a court, such provision shall be deemed severable and the remainder of this Agreement shall remain in full force and effect.
Jul 09, 2012