General terms and conditions of survey panel and sample services
System - online survey service, available under www.mysurveylab.com address, allowing for survey creation, response collection (including collection through Sampling Services) and response analysis.
Sample Services - organized and described base of people (panelists), that agreed to periodic participation in online surveys.
User - an individual, legal entity or administrative unit that has completed the registration procedure, gained the access to the System and Sampling Services.
Company - 7 Points, corporate identity number KRS 0000346482, a company duly incorporated and organized under the laws of Poland, having its principal office at KEN Av. 36/112b, 02-797 Warsaw, operates online surveys tool called "mysurveylab".
Upon purchasing access to Sample through the Sample Services, you (hereinafter referred to as the "Customer" or "You") have entered into a legally binding agreement with Company (the "Agreement") regarding the use by You of the Sample Services.
Company can change the terms of this Agreement (including adding any additional terms) at any time. If Company changes the terms of this Agreement, Company will post an updated set of general terms and conditions on www.mysurveylab.com and post a change notice and/or send registered Customer's an email notice of the changes in advance of implementing the changes.
If You find any modification to be unacceptable, You shall cease using the Sample Services. If You do not cease using the Sample Services, You will be conclusively deemed to have accepted the change.
Company and the Customer are hereinafter each referred to individually as a "Party" and together as the "Parties".
2. USE OF THE SAMPLE SERVICES
- System enables You, at your sole discretion, to perform and execute the Sample Services. For the purpose hereof, a "panel" means a collection of information on private individuals with specific characteristics and qualifications used for customer and other surveys.
- When using the Sample Services the Customer will for every survey determine:
- (i) the number of questions in the survey,
- (ii) the number of answers required for the specific survey and
- (iii) the variable specifications of the respondents (including, but not limited to, country and region, age range, education level, gender, occupation status, etc.). However, Company does not guarantee that such requirements can be met (i.e. that the number of responses requested can be achieved with the required variable characteristics of the respondents). Prior to initiating the survey, Company shall submit the survey to its provider for testing and approval. Company reserves the right to, in its sole discretion, deny any survey for any reason.
- The field time (the time period during which a survey is active) is normally seven (7) days or less for each survey. If the number of answers (completes) required is not reached within seven (7) days, the field time may be prolonged to fourteen (14) days.
- The Customer agrees that all surveys and other use of the Sample Services must comply with ESOMAR Code of Marketing and Social Research Practice and that, without limiting the generality of Pt. 2 above, Company's provider may deny any survey not so complying.
3. FEES AND PAYMENT TERMS
- The fee which the Customer will be charged for the Sample Services is dependent on :
- the number of responses requested,
- the number of variable characteristics required for the specific survey and
- the number of questions asked.
- The fee will be calculated by the system and presented to the Customer before finalizing the order.
- If Company is not able to collect the requested number of responses in accordance with the requirements and specifications for the survey prior to the survey being closed by the Customer, the Customer will be entitled to a proportional reduction of the fee for the survey, e.g. if the number of responses requested is 500 but the number of responses collected in accordance with the requirements and specifications for the survey is 300, the fee payable by the Customer for the survey will be reduced to an amount equal to 300/500 of the applicable fee. The amount of such reduction will be refunded to the Customer by the Company.
- Calculated amount will be returned to Customer by a Company in 14 (fourteen) days time, counting from a end of survey research.
4. CUSTOMER CONDUCT
- The Customer undertakes not to use any part of the Sample Services for any purpose that is unlawful or prohibited by this Agreement or otherwise.
- The Customer undertakes to not solicit any panel members of the panels accessible through the Sample Services to become panel members of any other panel or mailing list, and/or to send any commercial advertising to the panel members.
- The Customer agrees not to:
- (i) copy or attempt to copy any confidential information or data contained in the Sample Services other than for the purpose of using the Sample Services as provided for in this Agreement, or
- (ii) make any attempt to obtain the source code of the Sample Services, or
- (iii) in any other way whatsoever create or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the Sample Services.
5. PROPRIETARY OF RIGHTS ETC.
- The Customer agrees that any and all rights relating to the Sample Services, including System in itself, is and shall remain the sole property of and proprietary to Company, its affiliates and/or its provider and other third party licensors. Nothing in the Agreement shall alter these rights and no title to or ownership of System or any other part of the Sample Services is transferred to the Customer by the Customer’s use or purchase of the Sample Services. The Customer further acknowledges and agrees that materials and other content made available to the Customer through the Sample Services is subject to the intellectual property rights of Company provider and its third party licensors.
6. INDEMNIFICATION BY CUSTOMER
- The Customer hereby agrees to defend, indemnify and hold harmless Company, and Company affiliates, directors, officers, employees, agents and contractors, from and against any and all losses, damages, liabilities, costs, expenses (including costs and reasonable fees of attorneys and other professionals), that may be incurred by Company related to the Customer’s use of the Sample Services, including but not limited to survey responses or survey results, and/or related to any violation of this Agreement.
7. DISCLAIMER OF WARRANTIES
- The Sample Services are provided on an "as is" basis. The owners and creators of the Sample Services do not warrant that the software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the Customer's use of the software, or as to the accuracy, reliability, completeness, or content of any information, website, software or merchandise that may be provided through the software. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by the owners and creators of the Sample Services, employees, resellers or other representatives or otherwise, which is not contained in this agreement shall be deemed to be a warranty by the owners and creators of the Sample Services for any purpose or give rise to any liability of Company or its provider whatsoever, and You agree not to rely on any such statement, information or advice.
8. LIMITATION OF LIABILITY
- To the fullest extent permissible pursuant to applicable law, neither Company, or its employees or consultants shall be liable for any indirect, special, incidental, consequential or punitive damages arising out of the Customer’s access to, use of, inability to use, or reliance on the Sample Services or any surveys, survey responses or survey results, even if advised of the possibility of such damages.
- Company liability for any direct damages suffered by the Customer under this Agreement shall be limited to an aggregate maximum amount equal to the amount paid by the Customer for the Sample Services during the three (3) months immediately preceding the occurrence of the event causing the damages.
9. FORCE MAJEURE
- The Parties shall be relieved from liability for a failure to perform an obligation under the Agreement if such failure is caused by a circumstance of the type stated below (“Force Majeure Circumstance”) and the circumstance prevents or makes substantially more difficult the timely performance of such obligation. A Force Majeure Circumstance shall be deemed to include:
- a) inter alia acts or omissions of authorities,
- b) new or amended legislation,
- c) leaving of personnel, illness or other reduction of work capacity, death,
- d) conflicts on the labor market,
- e) blockade, fire, flood, loss or destruction of data or property of major significance or a major accident.
- If either of the Parties wishes to claim relief pursuant to the provisions in this Section 8, it shall without unreasonable delay inform the other Party thereof in order to be able to invoke such a claim.
- Notwithstanding the aforementioned either of the Parties may under the stated circumstances rescind the Agreement if performance by the other Party of a certain obligation has been delayed by more than thirty (30) days.
10. TERM AND TERMINATION
- This Agreement shall automatically become effective upon the Customer's first use of the Sample Services, and continue indefinitely until it is terminated.
- Either of the Parties may immediately terminate this Agreement (the "Terminating Party") by written notice to the other Party in the event that said Party materially breaches any of its obligations under this Agreement (the "Breaching Party"), if such breach is not cured within seven (7) days of the Breaching Party's recieval of notice from the Terminating Party.
- Either of the Parties shall be entitled to terminate the Agreement, upon thirty (30) days written notice, if the other Party is declared bankrupt, enters into composition or corporate reorganization proceedings or liquidation or can otherwise be assumed to have become insolvent.
- Upon termination of this Agreement for any reason, any and all rights granted hereunder shall terminate and the Customer shall immediately cease all use of the Sample Services. The Customer acknowledges and agrees that Company may, in its sole discretion, take any measures reasonably deemed necessary or desirable to prevent further use by the Customer of the Sample Services. If Company, pursuant to such termination of the Agreement mentioned in Pt. 2 above, refuses to provide the Sample Services to the Customer for a survey ordered by Customer, Company will notify the Customer hereof and the fees paid by the Customer will be fully refunded to the Customer.
- The termination of the Agreement shall be without prejudice to any other rights or remedies which a Party may have against the other, and termination of the Agreement shall not constitute a waiver, release or estoppel by either Party of any right, action or cause of action it may have against the other.
- All notices and other communications required or permitted to be given by Company to the Customer under this Agreement will be deemed to be properly given on the date when:
- (i) posted on www.mysurveylab.com,
- (ii) sent by email to the Customer’s email address, as given by the Customer to Company.
- The Customer may give notices to Company under this Agreement by email to email@example.com.
- The Customer hereby undertakes without limitation in time, not to disclose to any third party any confidential information concerning the Sample Services, the business and/or financials of Company or any of its affiliates or third party licensors.
- For the purpose of this confidentiality undertaking confidential information shall mean any and all information - including but not limited to technical, practical and commercial information - save as provided below:
- (i) information, which is known or which will become known in full detail to the public other than by breach of the obligations herein contained,
- (ii) information, which the Customer can show was in its possession before making this undertaking,
- (iii) information, which the Customer has received or will receive from a third party without restraints as to the disclosure thereof.
- If the Customer wishes to use or disclose information based on any of the foregoing exceptions the Customer shall have the burden of proof regarding the applicability of such exception by objective and verifiable evidence and shall in no event be entitled to use such information prior to thirty (30) days after notice of such intention to Company.
- This Agreement is personal to You, and You may not assign, transfer or delegate your rights or obligations to anyone.
- This is an Agreement between separate legal entities and neither is or shall be deemed to be the agent or representative of the other for any purpose whatsoever and nothing contained in the Agreement shall have such effect. The Parties do not intend to create a partnership or joint venture of any kind. No Party shall have any authority or power to enter into any agreements on behalf of the other Party or otherwise bind, commit or oblige the other Party in any way.
- In the event that any provision of this Agreement is held to be invalid or unenforceable, pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
- The division of the Agreement into separate sections and the insertion of headings are for convenience only and shall not affect the interpretation of the Agreement.
- This agreement shall be governed by and construed in accordance with laws of Poland.
- The Customer hereby submits to the non-exclusive jurisdiction of the courts of Warsaw for the purpose of any action or proceeding arising out of or in connection with the Agreement. The court of first instance shall, regardless of which party who initiates the proceedings and regardless of the nature of the claims involved, be the City Court of Warsaw.
- Notwithstanding any of the foregoing, nothing in the Agreement shall affect the right of Company to serve legal process in any other manner permitted by law or limit the right of Company to bring any action or proceeding against the Customer in the courts of other jurisdictions.