This Agreement is between (i) Snap Surveys NH, Inc., a New Hampshire corporation with an address of One New Hampshire Ave Suite 125, Portsmouth, NH 03801, USA (“Snap Surveys”) and (ii) the business entity identified as the customer on the Order Form (the “Customer”) and governs the use of the Software and Services that Snap Surveys has agreed to make available to the Customer, as set out in the Order Form.
By executing a document which references this Agreement, clicking on a button indicating the Customer’s acceptance of this Agreement, installing or using the Software, or using the Services, the Customer confirms that it has read and understood and agrees to the terms and conditions of this Agreement.
In accepting this Agreement the Customer confirms that:
(a) it will only use the Software and the Services for business use, and it is not purchasing the Software or the Services as a consumer; and
(b) if the Customer is a corporate body, partnership, organization or other business entity, the individual who agrees to this Agreement on the Customer’s behalf has the authority to bind the Customer to this Agreement, and both the Customer and such individual confirm and warrant that this is the case.
Snap Surveys and the Customer agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following words and phrases shall have the following meanings:
Acceptable Use Policy: the Snap Surveys Acceptable Use Policy, available at https://www.snapsurveys.com/survey-software/acceptable-use-policy-us/, as such document may be amended by Snap Surveys from time to time.
Account Data: the information (such as name, contact information and payment information) that the Customer provides to Snap Surveys in connection with the administration, management and billing of the Customer’s WebHost Account(s), including when the Customer registers to use the Software and the Services and through the ‘My Account’ page within Snap WebHost.
Activation Email: the email sent to the Customer confirming that the Customer’s WebHost Account has been activated and providing account access details, and/or providing a download link to and installation code for the Snap Professional Software.
Affiliate: each and any subsidiary or holding company of a party and each and any subsidiary of a holding company of a party.
Agreement: the terms and conditions of this Software License and Services Agreement, together with the terms of the Order Form.
Associate User: an individual who has been given access by a Researcher to input Survey Data into and/or to view or analyze Survey Data held in their WebHost Account.
Confidential Information: information disclosed by one party to the other, whether before or after the Effective Date, that the recipient should reasonably understand to be confidential, including information identified as Confidential Information in clause 11.
Customer’s System: the computer system and network used by the Customer in connection with the Software and the Services.
Data Controller, Data Processor, Data Subject and Personal Data: have the meaning given to them in the GDPR.
Data Protection Laws: all applicable laws and regulations relating to the processing of personal data or personally identifiable information, privacy and/or the use of electronic communications in any applicable jurisdiction.
Documentation: the documentation, help files, user manuals, handbooks and information made generally available by Snap Surveys to its Customers from time to time which describes the Software or the Services, but excluding marketing literature.
EEA: the European Economic Area.
Effective Date: the date on which Snap Surveys sends the Activation Email to the Customer, unless a different date is stated on the Order Form.
European Data Processing Addendum: Snap Surveys’ European Data Processing Addendum, available from Snap Surveys on request.
European Data Protection Laws: means all laws and regulations of the European Union, the EEA and their member states and the United Kingdom, applicable to the processing of Personal Data under this Agreement.
Fees: the fees payable by the Customer to Snap Surveys for the use of the Software and the Services as set out in the Order Form.
GDPR: means the General Data Protection Regulation (EU) 2016/679 (the text of which is available at https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX:32016R0679).
Hosting Provider: the third party server hosting and network infrastructure provider selected by Snap Surveys from time to time.
Hosting Services: the services that Snap Surveys provides to allow Researchers to access and use Snap WebHost through their WebHost Account.
Initial Term: 12 months from the Effective Date, unless a different Initial Term is set out in the Order Form.
Intellectual Property Rights: all patents, copyrights, rights in designs, trade marks, trade secrets, rights in confidential information and know-how, database rights and all other rights in the nature of intellectual property rights (whether registered or unregistered) and all rights to apply for and applications for the registration of any of these anywhere in the world.
Model Clauses: the standard contractual clauses (processors) for the transfer of personal data set out in the EU Commission Decision of 5 February 2010 (2010/87/EC).
Order Form: a completed paper or electronic order in the form provided by Snap Surveys, which sets out details of the Customer’s order for the Software and Services or, in the case of renewals, a completed form or a Snap subscription renewal email from Snap Surveys setting out those elements of the Software and/or Services which are being renewed.
Privacy Policy: Snap Surveys’ Privacy Policy, available at https://www.snapsurveys.com/survey-software/privacy-policy-us/, as such document may be amended by Snap Surveys from time to time.
Renewal Period: the period described in clause 15.1.
Researchers: employees of the Customer who are authorized by the Customer to use the Software and the Services.
Respondents: those individuals responding to surveys.
Results: the data and reports generated through the use of the Software and the Services to carry out surveys.
Security Measures: the security measures applied by Snap Surveys and/or the Hosting Provider available at https://www.snapsurveys.com/security-measures, as such measures may be revised by Snap Surveys from time to time.
Servers: the server environment(s) managed by the Hosting Provider on behalf of Snap Surveys, where Snap Surveys hosts Snap WebHost.
Services: the Hosting Services and the Snap Plus Services that are described in the Order Form.
Snap Mobile Anywhere: Snap Surveys’ proprietary Snap Mobile Anywhere software application, including any Updates provided to the Customer, which enables the collection of survey responses using devices and kiosks.
Snap Plus Service Level Agreement: Snap Surveys’ current Snap Plus Service Level Agreement for providing support and maintenance, available at https://www.snapsurveys.com/survey-software/snap-plus-service-level-agreement-us/, as such document may be amended by Snap Surveys from time to time.
Snap Plus Services: the maintenance and support services described in the Snap Plus Service Level Agreement.
Snap Professional: Snap Surveys’ proprietary Snap Professional software as further described in the Documentation, including any Updates provided to the Customer, which enables users to create survey questionnaires and analyze survey response data.
Snap Unit: a survey response or 1Mb (or part thereof) of attachment uploaded with a survey response.
Snap WebHost: Snap Surveys’ proprietary Snap WebHost online software application, hosted on the Servers, including any Updates installed on the Servers, which enables users to manage surveys and to collect, store and analyze the responses online. This software is also available as a software product for installation on a customer’s own server instead of the Servers, and where this applies (1) it is considered a component of the Software in this Agreement and (2) references to Hosting Services do not apply.
Software: the software listed on the Order Form, which may include Snap Professional, Snap WebHost, Snap Mobile Anywhere and any other proprietary software of Snap Surveys.
Subprocessor: a processor appointed by Snap Surveys to process data on its behalf and including at the date of this Agreement, the Hosting Provider and Snap Surveys’ Affiliates.
Survey Data: has the meaning given to it in clause 7.1.
Technical Data: technical information relating to an individual’s interaction with the Software and the Services, including the type of browser and/or device used, operating system, referrer page and IP address.
Term: the Initial Term together with any Renewal Periods.
Third Party Services: third party products, applications, services, software, networks, systems, websites, directories, databases and information obtained separately by the Customer, which the Customer may connect to or enable in conjunction with the Software or Services, including Third Party Services which may be integrated directly into the Customer’s WebHost Account(s) by the Customer or at the Customer’s direction.
Update: any update or upgrade of the Software available on general commercial release.
WebHost Account: the Snap WebHost accounts accessible at https://www.snapsurveys.com/login/ purchased by the Customer to entitle Researchers to access the Software and the Hosting Services.
WebHost User Terms: the Snap Surveys WebHost User Terms, available at https://www.snapsurveys.com/survey-software/webhost-terms-of-use-us/, as such document may be amended by Snap Surveys from time to time.
Website: the website operated by Snap Surveys at https://www.snapsurveys.com/.
2. ORDER FOR THE SOFTWARE AND SERVICES
2.1 The Order Form sets out the details of the Software and Services which the Customer wishes to use and is the Customer’s offer to acquire such Software and Services from Snap Surveys. If Snap Surveys accepts the Customer’s order, it will send an Activation Email to the Customer, at which point this Agreement will come into effect. Acceptance of the Customer’s order takes place, or is deemed to take place, in Portsmouth, New Hampshire.
2.2 On receipt of the Activation Email the Customer will be able to download Snap Professional and install it on the Customer’s System, and/or access the WebHost Account(s). The Customer will be asked to confirm its acceptance to these terms and conditions on downloading the Software.
2.3 If the Customer decides within 30 days of receiving the Activation Email that it is not satisfied with the Software or the Services, the Customer may be able to claim a refund of the Fee. Further details of the Customer’s rights are set out in clause 8.2.
2.4 Snap Surveys may make the Software and Services available to the Customer on a free trial basis for a limited period. Additional terms may apply to such a trial. If so, such additional terms will be notified to the Customer at the start of the trial and incorporated into this Agreement by reference. If at the end of the trial the Customer does not purchase a license for the Software and Services, the Customer must cease all use of the Software and Services and uninstall all copies of the Software from the Customer’s System. Access to the Survey Data entered during the trial period will be permanently lost at the end of the trial period unless the Customer purchases a license for the Software and Services or exports such Survey Data before the end of the trial period.
3. RIGHTS TO USE THE SOFTWARE AND THE SERVICES
3.1 Snap Surveys hereby grants to the Customer a non-exclusive, non-transferable right:
(a) to permit the agreed number of Researchers to concurrently use the Hosting Services in order to access and use Snap WebHost;
(b) to install and use Snap Professional on the Customer’s System;
(c) to use Snap Mobile Anywhere in accordance with the agreed number of connections;
(d) to install and use any other Software as described in the Order Form;
(e) to use the Documentation solely in connection with the Customer’s authorized use of the Software and the Services
in each case during the Term for its internal business purposes only and subject to the terms and conditions of this Agreement.
3.2 All use of the Software and the Services is subject to the terms of the Acceptable Use Policy, which is incorporated into this Agreement by reference. The Customer agrees to comply with, and shall ensure that all users of the Software and/or the Services comply with, the Acceptable Use Policy. The Customer will also use the Software and Services in accordance with any technical specifications or limitations issued by Snap Surveys from time to time.
3.3 The Customer may install and use on the Customer’s System as many copies of Snap Professional as are set out in the Order Form. If the Customer has purchased one or more single user licenses, Snap Professional may only be installed once for each user as set out in the Order Form. If the Customer has purchased a concurrent user license then one copy of the network element of the software, and any number of the client installation element of the software may be installed. The number of concurrent users that can use Snap Professional at any one time is set out in the Order Form.
3.4 Each Snap Mobile Anywhere connection listed on the Order Form entitles the Customer to concurrently connect a device on which Snap Mobile Anywhere is installed to Snap WebHost. Use of Snap Mobile Anywhere is subject to any additional terms contained in any click wrap license contained within the product.
3.5 In addition, the Customer may make up to two copies of Snap Professional for back-up purposes only. For the avoidance of doubt, this clause does not limit the Customer’s ability to download and make multiple copies of the Survey Data.
3.6 From time to time Snap Surveys may notify the Customer that an Update to the Software is available and the Customer shall install the relevant Update.
3.7 The Software may include a feature to automatically check the Website for Updates and to automatically download relevant Updates. If the Customer uses this feature, certain information will be collected and recorded by Snap Surveys including information regarding the operating systems used by the Customer. The feature will not collect Survey Data.
3.8 The Customer shall not:
(a) except as permitted by law:
(i) attempt to copy (subject to clauses 3.3, 3.4 and 3.5), adapt, alter, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software and/or the Documentation in any form or media or by any means; or
(ii) attempt to decompile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Software; or
(iii) combine the Software with other software;
(b) access or use all or any part of the Services, Software or Documentation in order to build a product or service which competes with the Services, Software or Documentation;
(c) use the Services, Software or Documentation to provide services to third parties (save that the Customer may perform data collection and reporting activities on behalf of its clients);
(d) misuse the Services by interfering with their normal operation, or attempting to access them other than through the interfaces and instructions provided by Snap Surveys;
(e) license, sublicense, sell, rent, lease, transfer, assign, distribute, disclose or otherwise dispose of or grant rights in the whole or part of the Services, Software and/or Documentation to any third party;
(f) remove any copyright or proprietary notice from the Software or the Documentation; or
(g) allow the use of the Software, Services or Documentation by any person other than the Customer’s employees.
4. SNAP WEBHOST
4.1 The number of concurrent Researchers is set out on the Order Form. All Researchers will be provided with access to a WebHost Account and must agree to the WebHost User Terms in order to use the Hosting Services and access Snap WebHost.
4.2 The Researcher may grant access to Associate Users to enable them to input Survey Data into and/or to view or analyze Survey Data held in that Researcher’s WebHost Account, by providing them with an Associate User username and password. The rights of the Associate User do not extend to any other rights to use the Software, Services or Documentation. The number and type of Associate Users are set out on the Order Form. Each Associate User must agree to any applicable WebHost User Terms required for their use of the Services.
4.3 The Customer may purchase additional WebHost Account logins if further concurrent Researchers are required, or additional Associate User rights, at Snap Surveys’ then current prices.
4.4 The Customer is responsible for all activity occurring in its WebHost Accounts. The Customer shall ensure that:
(a) each Researcher keeps the username and password for their use of Snap WebHost confidential;
(b) each Associate User keeps the username and password allocated to them confidential;
(c) it maintains an up to date list of current Researchers and Associate Users and shall provide the list to Snap Surveys within 7 days of Snap Surveys’ request; and
(d) the Researchers and the Associate Users use the Services and the Software in accordance with the terms of this Agreement and the Customer shall be responsible for any Researcher’s or Associate User’s breach of this Agreement (including any breach of the Acceptable Use Policy).
4.5 The Order Form contains details of the number of Snap Units purchased. The Customer may purchase additional Snap Units on request. Should the Customer exceed the number of Snap Units purchased Snap Surveys will contact the Customer to agree the number of additional Snap Units to be purchased to cover the additional Snap Units used and any further anticipated use by the Customer and/or will immediately issue an invoice to the Customer for the additional Snap Units used in accordance with Snap Surveys’ then current prices.
4.6 Unused Snap Units purchased during a Snap WebHost subscription period cannot be carried forward into a future subscription year and cannot be refunded.
5. HOSTING SERVICES
5.1 Snap Surveys shall, during the Term, provide the Hosting Services on and subject to the terms and conditions of this Agreement.
5.2 The Customer shall be responsible for arranging and maintaining its network connections and telecommunications links from its systems to the Servers, and shall be responsible for all problems, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. The Customer shall ensure that the Customer’s System complies with the relevant specifications provided by Snap Surveys from time to time.
5.3 The Customer acknowledges that while Snap Surveys will endeavor to provide the best possible level of performance to all users of the Services at all times, its use of the Hosting Services may be slowed or delayed at times of high demand.
5.4 Snap Surveys shall use commercially reasonable endeavors to ensure that the Hosting Services are available 24 hours per day and 7 days per week, (except for planned maintenance), but Snap Surveys makes no guarantees as to availability and shall have the right to restrict access to the Hosting Services at any time where Snap Surveys believes that this is necessary.
5.5 Snap Surveys shall make reasonable efforts to provide the Customer with advance notice of any planned maintenance by email and/or by means of notification on the Snap Surveys Website.
6. SNAP PLUS
6.1 During the Term, and subject to the Customer having installed all relevant Updates, Snap Surveys shall provide the Customer with the Snap Plus Maintenance and Support Services described in the Order Form in accordance with Snap Survey’s then current Snap Plus Service Level Agreement, which is incorporated into this Agreement by reference.
7. DATA
Survey Data – all users
7.1 As the Customer uses the Software and the Services, it will submit information and data to Snap Surveys, and individuals including Researchers, Associate Users and Respondents will use the Software and the Services to submit information and data to the Customer. All such information and data input by the Customer, Researchers, Associate Users, Respondents or any party on their behalf in the course of using the Software and Services, other than Account Data and Technical Data, is referred to as “Survey Data” in this Agreement.
7.2 As between the parties, all rights, title and interest in and to the Survey Data shall be owned by the Customer. The Customer is responsible for the Survey Data and its legality, reliability, integrity, accuracy and quality, and the Customer must ensure that it has all rights and permissions required to use the Survey Data in connection with the Software and the Services and the Agreement.
7.3 Snap Surveys shall process the Survey Data only on the Customer’s documented instructions (which, in the context of providing the Software and the Services, shall mean all actions that (1) are reasonably necessary to enable Snap Surveys to provide the Software and the Services (including to prevent or address service, support, security or technical problems) and (2) the Customer takes while using the Software or Services) unless Snap Surveys is required to do so by applicable laws. If this happens Snap Surveys will, to the extent permitted by the relevant applicable law, inform the Customer of the legal requirement before processing the Survey Data.
7.4 Snap Surveys shall take reasonable steps to ensure the reliability of all persons that are authorized to process the Survey Data on its behalf and shall ensure that all such persons are subject to appropriate obligations of confidentiality in relation to the Survey Data.
7.5 Snap Surveys shall implement appropriate technical and organizational measures to ensure an appropriate level of security in relation to the Survey Data, taking into account:
(a) the state of the art, the costs of implementation and the nature, scope, context and purpose of the processing; and
(b) the risks presented by the processing of the Survey Data for the rights and freedoms of natural persons, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed.
7.6 The technical and organizational measures described in clause 7.5 include the Security Measures. The Customer agrees that Snap Surveys’ compliance with these Security Measures (including as revised in accordance with clause 7.8) shall meet its obligations under this Agreement and the Data Protection Laws to ensure an appropriate level of security in relation to the Survey Data.
7.7 Snap Surveys does not have knowledge of the content of the Survey Data (including its quantity, value or use) other than as contained in the descriptions in Schedule 1. The Customer is responsible for assessing:
(a) whether the Security Measures are of themselves sufficient to ensure a level of security appropriate to the risks inherent in the processing of the Survey Data given the nature of the Customer’s particular Survey Data and the purposes for which it is collected and processed; and
(b) the need for the Customer to implement any additional security measures in relation to the Survey Data over and above the Security Measures to further mitigate such risks. For example, Snap Surveys strongly recommends that the Customer downloads its Survey Data to its own systems at regular intervals as described in clause 7.13.
7.8 Owing to the nature of the Services, the Security Measures are under continual review, and may change without notice, for example as standards change or new risks are identified. Snap Surveys will make the latest version of the Security Measures available on the Website. The Customer is responsible for ensuring that any revisions to the Security Measures continue to meet its requirements.
7.9 The Customer acknowledges and agrees that the Survey Data and the Results will be transmitted over the internet, which by its nature is, even when encrypted, never completely secure.
7.10 The Customer acknowledges and consents to Snap Surveys storing, backing-up, hosting, and archiving the Survey Data with, and disclosing the Survey Data to, its Affiliates or the Hosting Provider under this Agreement, and that Snap Surveys’ Affiliates and the Hosting Provider shall be Subprocessors under this Agreement.
7.11 The Customer may choose to connect to or enable Third Party Services in conjunction with the Software or Services. The Customer’s use of any such Third Party Service is governed solely by the terms and conditions and privacy policies of that Third Party Service and is at the Customer’s sole risk. Snap Surveys makes no representations regarding, and is not responsible or liable for, any aspect of the Third Party Services including the manner in which they may handle Survey Data. If the Customer enables any such Third Party Service it expressly permits Snap Surveys to (i) access and store any Personal Data that the Third Party Service makes available to Snap Surveys and (ii) disclose or allow access to any relevant login information and Survey Data to the Third Party Service as is necessary to enable the Customer to use the Third Party Service. Such disclosures are made by Snap Surveys acting on the Customer’s instructions. Under no circumstances shall the Third Party Service Provider be deemed to be a Subprocessor of Snap Surveys.
7.12 The Survey Data on the Servers shall be backed up at least every 24 hours. In the event of any loss or damage to the Survey Data caused by Snap Surveys or its Subprocessors, the Customer’s sole and exclusive remedy shall be for Snap Surveys to use reasonable commercial endeavors to restore the lost or damaged Survey Data from the latest successful back-up of such Survey Data. Snap Surveys shall not be responsible for any loss, destruction, alteration or disclosure of Survey Data caused by any third party.
7.13 The Customer may download the Survey Data from its WebHost Account(s) at any time during the Term. The Customer is responsible for backing up all Survey Data that it has exported from the Servers.
7.14 The Customer may delete Survey Data from its WebHost Account(s) at any time during the Term. Once the Customer deletes Survey Data, Snap Surveys follows the process described in clause 7.17. Snap Surveys recommends that the Customer reviews the Survey Data held in its WebHost Account(s) at regular intervals and does not retain Survey Data in its WebHost Account(s) for longer than is necessary, in accordance with good data management principles.
7.15 At the end of the Term (or on earlier termination in accordance with clause 15) Snap Surveys will close the Customer’s WebHost Account(s). Any Survey Data that the Customer has not deleted from its WebHost Account(s) prior to closure will remain in the Customer’s WebHost Account(s) for 28 days, unless the Customer asks Snap Surveys to delete it sooner. Subject to clauses 7.16 and 7.18, at the end of the 28 day period Snap Surveys will delete the Survey Data, following the process described in clause 7.17.
7.16 If within 14 days of closure of the Customer’s WebHost Account(s) the Customer notifies Snap Surveys that it would like Snap Surveys to return the Survey Data to it, Snap Surveys will, within 28 days of the Customer’s request:
(a) return a copy of all Survey Data remaining in the Customer’s WebHost Account(s) at the date of closure; and
(b) subject to clause 7.18, delete all other copies of the Survey Data remaining in the Customer’s WebHost Account(s) at the date of closure, following the process described in clause 7.17.
7.17 Where Survey Data is deleted from a WebHost Account by the Customer in accordance with clause 7.14, or by Snap Surveys in accordance with clause 7.15 or 7.16, it remains on the Servers for up to 12 weeks, then remains in Snap Surveys’ back-up system for a further 2 weeks until it is permanently deleted. The Customer is responsible for deleting all Survey Data and copies thereof from the Customer’s System.
7.18 Snap Surveys may store the Survey Data when required by applicable laws, but only to the extent and for such period as required by applicable laws. Save where required by applicable laws, after the expiry of the periods in clauses 7.15 and 7.16 Snap Surveys will have no obligation to maintain or provide any Survey Data in the Customers WebHost Account(s), and will have the right to delete or destroy all copies of the Survey Data in Snap Surveys’ systems or otherwise in its possession or control.
7.19 The Customer will ensure that:
(a) it complies with all applicable Data Protection Laws, including without limitation in relation to the sending of emails to Respondents;
(b) its use of the Software and the Services complies with any and all privacy policies, agreements and other obligations that the Customer may enter into with third parties, including Respondents;
(c) without limiting the above, the Customer has a lawful basis for processing all Personal Data contained within the Survey Data, and the Customer is entitled to transfer the relevant Personal Data as envisaged under this Agreement so that Snap Surveys and its Subprocessors may lawfully use, process, store and transfer the Personal Data in accordance with this Agreement on the Customer’s behalf; and
(d) all relevant third parties (including Respondents) whose Personal Data may be contained in the Survey Data have been provided with appropriate notices and information, and where relevant have given their consent to, such use, processing, storage and transfer as required by all applicable Data Protection Laws;
and the Customer will reimburse Snap Surveys for any losses, damages, costs (including legal costs) and expenses incurred by it, or awarded against it, as a result of or in connection with any breach of this clause 7.19 by the Customer.
Survey Data – processing subject to European Data Protection Laws
The following provisions apply only where European Data Protection Laws apply to the processing of Personal Data by Snap Surveys for the Customer in relation to the Software or Services, for example where the Customer or Respondents are located in the United Kingdom or the EEA.
7.20 The Survey Data may from time to time include Personal Data. The Customer and Snap Surveys acknowledge and agree that, for the purposes of the European Data Protection Laws, the Customer is the Data Controller and Snap Surveys is the Customer’s Data Processor in relation to such Survey Data.
7.21 Schedule 1 sets out certain information regarding the processing of the Survey Data including the nature and purpose of the processing, the types of Survey Data to be processed and the categories of Data Subject to whom the Survey Data relates. The Customer is responsible for ensuring that the information in Schedule 1 is accurate and up to date and for notifying Snap Surveys of any additions or amendments required to it and Snap Surveys shall promptly amend the Schedule on the Customer’s request.
7.22 Where European Data Protection Laws apply to the processing of Personal Data by Snap Surveys for the Customer in relation to the Software or Services, Snap Surveys shall enter into its European Data Processing Addendum with the Customer on request, which is then incorporated into this Agreement by reference.
7.23 The Customer acknowledges that Snap Surveys may transfer the Survey Data to Subprocessors located outside of the country in which the Customer or its Researchers are based. Where this involves a transfer of Survey Data outside of the United Kingdom or the EEA, Snap Surveys shall ensure that the Subprocessor (i) is located in a country that the European Commission has decided provides adequate protection for Personal Data, (ii) has executed the Model Clauses or (iii) has in place an alternative mechanism that complies with the Data Protection Laws for the transfer of Personal Data outside of the United Kingdom or the EEA.
7.24 Details of Snap Surveys’ current Subprocessors are available by emailing privacy@snapsurveys.com. Where Snap Surveys intends to engage a new Subprocessor, or replace an existing Subprocessor, Snap Surveys will provide the Customer with notice of the new Subprocessor and with any additional information that the Customer may reasonably request regarding that Subprocessor. If, within 15 days of receipt of that notice, the Customer notifies Snap Surveys in writing of any objections (on reasonable grounds) to the new Subprocessor, Snap Surveys will use reasonable efforts to suggest a change in the Customer’s configuration or use of the affected Software or Services which avoids the use of that proposed Subprocessor. Where Snap Surveys is unable to suggest such a change within 30 days, the Customer may terminate the Agreement to the extent that it relates to the affected Software or Service.
7.25 Snap Surveys has entered into or (as the case may be) will enter into written agreements with each Subprocessor incorporating data processing provisions which are substantially similar to those contained in this clause 7, in particular by implementing and maintaining appropriate technical and organizational measures to protect the Survey Data. Snap Surveys shall remain liable for all acts and omissions of its Subprocessors.
7.26 Snap Surveys will implement appropriate technical and organizational measures, insofar as this is possible, to assist the Customer to fulfill its obligations to respond to requests from Data Subjects who exercise their rights under the European Data Protection Laws. The Customer shall meet Snap Surveys’ reasonable costs in providing such assistance.
7.27 Snap Surveys will:
(a) promptly notify the Customer if Snap Surveys receives a request from a Data Subject under any European Data Protection Law in respect of the Survey Data;
(b) not respond directly to such a request except on the Customer’s documented instructions or as required by Data Protection Law, in which case Snap Surveys shall, to the extent permitted by Data Protection Law, inform the Customer of that legal requirement before responding to the request.
7.28 Snap Surveys will notify the Customer without undue delay if Snap Surveys becomes aware of a personal data breach affecting the Survey Data. Snap Surveys will provide the Customer with such relevant information in Snap Surveys’ possession as required to assist the Customer with meeting any obligations to report or inform Data Subjects or the supervisory authority of the personal data breach.
7.29 Snap Surveys will co-operate with the Customer and take such reasonable commercial steps as the Customer may request to assist in the investigation, mitigation and remediation of the personal data breach.
7.30 Snap Surveys will, taking into account the nature of the processing and the information available to it, and at the Customer’s cost, provide reasonable assistance to the Customer in respect of any data protection impact assessments and prior consultations with supervisory authorities or other competent data privacy authorities, where these are required by European Data Protection Laws and relate to the processing of the Survey Data.
7.31 Snap Surveys will make available to the Customer on request all information necessary to demonstrate Snap Surveys’ compliance with this clause 7 and Snap Surveys will allow for and contribute to audits and inspections by the Customer or its designated auditor in relation to Snap Surveys’ processing of the Survey Data. The Customer will meet Snap Surveys’ reasonable costs in relation to any such audit or inspection. The Customer will give Snap Surveys at least 30 calendar days’ notice of any such audit or inspection and will use reasonable endeavors to minimize disruption to Snap Surveys’ premises, equipment, personnel and business while conducting the audit or inspection. The audit or inspection shall be limited to the Services that the Customer is using under this Agreement and shall not include viewing any documentation, data or information relating to any other customer of Snap Surveys. The Customer shall submit a proposed audit plan to Snap Surveys at least 21 calendar days in advance of the audit or inspection. Snap Surveys’ time and effort for such audits and inspections by the Customer shall be limited to one day per calendar year. The Customer will be required to enter into confidentiality undertakings to protect the confidentiality of Snap Surveys’ systems and the technical and organizational measures and safeguards implemented.
Account Data and Technical Data
7.32 Snap Surveys shall, in providing the Software and Services, comply with its Privacy Policy and the Customer acknowledges that Snap Surveys will use the Customer’s Account Data in accordance with the Privacy Policy. Snap Surveys may need to contact the Customer using the Customer’s Account Data (for example to send Service-related emails) and the Customer must ensure that its Account Data is accurate and up to date at all times. The Customer confirms that, where the Account Data that it provides contains Personal Data about Researchers and Associate Users, it is entitled to provide that Personal Data to Snap Surveys.
7.33 The Customer acknowledges that Snap Surveys automatically receives and records Technical Data on its Server logs whenever a Researcher, Associate User or Respondent interacts with the Services. Snap Surveys does not link this Technical Data to Survey Data. Snap Surveys may use this Technical Data for its internal purposes such as system administration and maintenance, monitoring system usage and Server load, and maintaining the security of the Software and Services (for example to investigate faults and to control abuse of the Software or Services or denial of service attacks). Snap Surveys may also use the Technical Data in aggregate form to improve its products and services.
8. SNAP SURVEYS’ OBLIGATIONS
8.1 Snap Surveys undertakes that the Services will be performed with reasonable skill and care.
8.2 If, at any time within 30 days of the Effective Date, the Customer is not satisfied with the Software or the Services, Snap Surveys shall refund the Fees paid to it, , provided that the Customer:
(a) notifies Snap Surveys in writing that it wishes to claim a refund;
(b) returns any items delivered to it to Snap Surveys’ offices; and
(c) provides a certificate confirming either that the Software has never been installed or that it has been de-installed from the Customer’s System, on the headed paper of the Customer signed by an authorized signatory
and this Agreement shall terminate.
8.3 Notwithstanding the foregoing, Snap Surveys:
(a) does not warrant that the Customer’s use of the Software or the Services will be uninterrupted, error-free or completely secure;
(b) does not give any assurance that any aspect of the Services or the Software is designed to operate with, or be compatible with, any hardware or software; and
(c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 The Software and the Services are subject to continual improvement and development. In the majority of cases such changes add increased features and functionality to the Software and Services, however Snap Surveys may also alter or remove features or functionality from the Software and/or Services. Where such a change will materially impact the Customer’s use of the Software and/or Services, Snap Surveys shall endeavor to give the Customer prior notice of the change (by email or by posting a notice on the Website) and the Customer may terminate this Agreement on giving written notice.
9. THE CUSTOMER’S OBLIGATIONS
9.1 The Customer shall:
(a) supervise and control the use of the Software, Services and Documentation and be responsible for all acts and omissions of the Researchers, Associate Users and Respondents;
(b) prevent any unauthorized access to, or use of, the Software, Services and/or Documentation and immediately notify Snap Surveys in the event of any unauthorized access or use. The Customer shall be responsible for the consequences of any such unauthorized access or use; and
(c) provide Snap Surveys with all necessary access to such information as may be required by it in order to provide the Services.
9.2 The Customer shall comply with all applicable laws and regulations with respect to its use of the Software and the Services. Where industry-specific regulations apply to the Customer’s use of the Software or the Services:
(a) the Customer will be solely responsible for such compliance, and shall not use the Software or the Services in any manner which would subject Snap Surveys to such industry-specific regulations without obtaining Snap Surveys’ prior written agreement, which may be given in its absolute discretion; and
(b) Snap Surveys may from time to time designate categories of information (in the Acceptable Use Policy or elsewhere) that may not be used in conjunction with the Software or the Services owing to the industry-specific regulations engaged by the handling of such information. For example, the Customer may not use the Services to handle ‘protected health information’ as described under the U.S. Health Insurance Portability and Accountability Act of 1996 (also known as HIPAA).
9.3 Without limiting anything contained in the Acceptable Use Policy, the Customer shall not access, store, distribute or transmit any viruses or other contaminating code, or any material during the course of its use of the Software or the Services that Snap Surveys reasonably believes is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, offensive or which is otherwise malicious fraudulent or morally unacceptable, or facilitates illegal activity, depicts sexually explicit images, exploits minors or promotes unlawful violence, or is discriminatory based on race, ethnicity, gender, color, age, religious belief, sexual orientation or disability, and Snap Surveys reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
9.4 The Customer shall not use the Software or the Services in any manner which would cause Snap Surveys to breach any applicable export or import control laws, rules or regulations of any jurisdiction.
9.5 The Customer acknowledges that:
(a) it is its responsibility to ensure that the Services, the Software and the Documentation meet its requirements; and
(b) the Results are based on information provided by the Customer, its Researchers, Associate Users and Respondents and that Snap Surveys will not undertake any direct verification of the information provided or the Results generated. The Customer assumes sole responsibility for the Results obtained and for any conclusions drawn and actions taken on the basis of the Results.
10. CHARGES
10.1 The Customer shall pay all applicable Fees to Snap Surveys for the use of the Software and the Services.
10.2 Subject to clause 10.4, the Fees for the Initial Term are the fees set out in the Order Form. Snap Surveys shall issue an invoice for the Fees on or prior to the Effective Date and the Fees for the Initial Term shall be due within 30 days of the Effective Date.
10.3 For any Renewal Period, Snap Surveys shall invoice the Customer at least 30 days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period. Fees for any Renewal Period shall be due on the date specified on the relevant renewal Order Form.
10.4 If the Customer incurs additional Fees during the Initial Term or any Renewal Period, for example as a result of:
(a) purchasing additional WebHost log ins; or
(b) use of additional Snap Units beyond the agreed limit
Snap Surveys shall be entitled to issue an invoice for those Fees as soon as they are incurred and the Customer shall pay such invoice within 30 days of the invoice date.
10.5 Snap Surveys shall be entitled to increase any element of the Fees at the start of each Renewal Period upon at least 30 days’ prior notice to the Customer.
10.6 If Snap Surveys has not received payment by the due date, and without prejudice to any other rights and remedies of Snap Surveys:
(a) Snap Surveys may, without liability to the Customer, suspend or disable the Customer’s WebHost Account(s) and access to all or part of the Services and/or the Software and Snap Surveys shall be under no obligation to provide any or all of the Services or rights to use the Software while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Prime Rate as established in the Wall Street Journal from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.7 Further, where a Customer has exceeded the number of Snap Units purchased and has not responded to any communication by Snap Surveys pursuant to clause 4.5 regarding the purchase of additional Snap Units, Snap Surveys may, without liability to the Customer, suspend or disable the Customer’s WebHost Account(s) and access to all or part of the Services and/or the Software and Snap Surveys shall be under no obligation to provide any or all of the Services or rights to use the Software until the purchase of further Snap Units is agreed.
10.8 Snap Surveys shall be entitled, at its expense, to audit the Customer’s use of the Services and the Software to confirm the Customer’s compliance with this Agreement. If any audit reveals that the Customer has underpaid any Fees to Snap Surveys (whether in relation to the number of concurrent Researchers, the number of Snap Units used, the number of copies of the Software installed or otherwise) the Customer shall pay to Snap Surveys an amount equal to such underpayment within 10 days of the date of the relevant audit.
10.9 All amounts and fees stated or referred to in this Agreement shall be payable in US dollars and are exclusive any taxes associated with the sale of the Software and/or Services, which shall be added to Snap Surveys’ invoice(s) at the appropriate rate.
11. CONFIDENTIALITY
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party.
11.2 Each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party (other than, in the case of Snap Surveys, its Subprocessors), or use the other’s Confidential Information for any purpose other than as permitted by this Agreement.
11.3 Snap Surveys may disclose the Customer’s Confidential Information where it is required to do so by applicable laws or by any court of competent jurisdiction or by any supervisory, regulatory or administrative body. If this happens, Snap Surveys will, to the extent permitted by applicable laws, inform the Customer of the legal requirement before disclosure, to give the Customer the opportunity to challenge the requirement to disclose.
11.4 The Customer acknowledges that details of the Services, the Software and the Documentation constitute Snap Surveys’ Confidential Information.
11.5 Snap Surveys acknowledges that the Survey Data is the Confidential Information of the Customer.
11.6 The provisions of this clause 11 shall supersede any non-disclosure agreement by and between the parties that purports to address the confidentiality and security of Survey Data and any such agreement shall have no further force or effect with respect to Survey Data.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights in the Services, the Software and the Documentation and any developments made to them belong to Snap Surveys and/or its licensors. The Customer does not acquire any right or interest in or to these and shall only use the Services, the Software and the Documentation in accordance with the terms of this Agreement.
12.2 All Intellectual Property Rights in the Survey Data are owned by the Customer and the Customer authorizes Snap Surveys to use the Survey Data for the purposes of performing its obligations under this Agreement.
13. INDEMNITY
13.1 The Customer shall defend, indemnify and hold harmless Snap Surveys and its Affiliates against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (1) the use of the Services, Software and/or Documentation by or on behalf of the Customer (including without limitation by the Researchers, Associate Users and Respondents) (2) Survey Data or (3) the Customer’s breach of this Agreement, provided that:
(a) Snap Surveys gives the Customer prompt notice of any such claim;
(b) Snap Surveys provides reasonable co-operation to the Customer in the defense and settlement of any such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim (provided that no settlement may be made which involves an admission of liability on the part of Snap Surveys without its prior written consent (not to be unreasonably withheld or delayed)).
13.2 Snap Surveys shall defend the Customer against any claim that the Services or the Software infringes any United States copyright or United States trade mark or a third party, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Customer gives Snap Surveys prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Snap Surveys in the defense and settlement of any such claim, at Snap Surveys’ expense; and
(c) Snap Surveys is given sole authority to defend or settle the claim (provided that no settlement may be made which involves an admission of liability on the part of the Customer without its prior written consent (not to be unreasonably withheld or delayed)).
13.3 If at any time a claim of infringement of third party Intellectual Property Rights is made, or in Snap Surveys’ opinion is likely to be made, in relation to the Software and/or the Services, Snap Surveys may, at its sole discretion, procure the right for the Customer to continue using the Services or the Software, replace or modify the Services or Software so that they become non-infringing or terminate this Agreement (or any part of it) on 5 days’ notice to the Customer without any additional liability or obligation to pay additional costs to the Customer.
13.4 In no event shall Snap Surveys be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services, Software or Documentation by anyone other than Snap Surveys;
(b) the Survey Data;
(c) the Customer’s use of the Services, Software or Documentation in a manner contrary to the instructions given to the Customer by Snap Surveys;
(d) use by the Customer of anything other than the most recent version of the Software and/or Services made available to it by Snap Surveys, including all relevant Updates; or
(e) the Customer’s use of the Services, Software or Documentation after receiving notice of the alleged or actual infringement from Snap Surveys or any appropriate authority.
14. LIMITATION OF LIABILITY
14.1 This clause 14 sets out the entire liability of Snap Surveys to the Customer:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by the Customer of the Software, Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
14.2 Except as expressly and specifically provided in this Agreement:
(a) all warranties, representations, conditions and all other terms of any kind whatsoever (including without limitation as to merchantability, satisfactory quality, fitness for a particular purpose or non-infringement) implied by statute or common law or otherwise are, to the fullest extent permitted by applicable law, excluded from this Agreement;
(b) the Software, the Services and the Documentation are provided to the Customer on an “as is” basis; and
(c) Snap Surveys shall have no liability for:
(i) any damage caused by errors or omissions in any information, instructions or scripts provided to it by the Customer in connection with the Services or the Software, or any actions taken by Snap Surveys at the Customer’s direction; or
(ii) any loss or damage which results from use by the Customer of anything other than the most recent version of the Software and/or Services made available to it by Snap Surveys, including all relevant Updates.
14.3 Nothing in this Agreement excludes the liability of Snap Surveys for:
(a) death or personal injury caused by Snap Surveys’ negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited by law.
14.4 Subject to clause 14.2 and clause 14.3:
(a) Snap Surveys shall not be liable whether in contract (including under any indemnity), misrepresentation (whether innocent or negligent), tort (including negligence or breach of statutory duty), restitution or otherwise for any:
(i) loss of profits;
(ii) loss of business;
(iii) damage to goodwill and/or similar losses;
(iv) loss of anticipated savings;
(v) loss of use of systems;
(vi) (subject to clause 7.12) loss or corruption of data or information;
(vii) costs of procuring or migrating to substitute software or services; or
(viii) any special, indirect or consequential or pure economic loss, costs, damages, charges or expenses
however arising under this Agreement; and
(b) Snap Surveys’ total aggregate liability in contract (including under any indemnity), misrepresentation (whether innocent or negligent), tort (including negligence or breach of statutory duty), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees due to Snap Surveys during the 12 months immediately preceding the date on which the claim arose.
15. TERM AND TERMINATION
15.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be renewed for successive periods of 12 months (each a “Renewal Period”) if both parties so agree.
15.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement (or additionally, in the case of the Customer, the Acceptable Use Policy) which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party is unable to pay its debts when due; or becomes insolvent or bankrupt; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into, or proposes, any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction; or
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3 In addition to its rights to terminate under clause 15.2(a), Snap Surveys may, if it reasonably considers that the Customer is in breach of this Agreement or the Acceptable Use Policy and without liability to the Customer, suspend or disable the Customer’s WebHost Account(s) and access to all or part of the Services and/or the Software and Snap Surveys shall be under no obligation to provide any or all of the Services or rights to use the Software until the breach has been remedied.
15.4 On termination of this Agreement for any reason:
(a) all payments due under this Agreement shall become payable immediately. Where Snap Surveys exercises its right to terminate, no refunds shall be due for any pre-paid Fees;
(b) the Customer shall immediately cease all use of the Software, Services and the Documentation and uninstall all copies of the Software from the Customer’s System. The Customer shall provide a certificate of de-installation to Snap Surveys on request;
(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
(d) Snap Surveys shall delete or return any Survey Data remaining in the Customer’s WebHost Account(s) in accordance with clauses 7.15 to 7.18.
16. GENERAL
16.1 Any notice required to be given under this Agreement will be in writing, and be delivered to the address of the parties set out in the Order Form, or such other address as a party may designate. Notice may be delivered by personal delivery, courier, registered mail or email. Notices given by email shall be sent to Snap Surveys at legal@snapsurveys.com. The delivery of a notice will be deemed effective upon receipt, if delivered personally or by courier, or 5 business days from sending, if delivered by registered mail, or on successful transmission, if sending by email.
16.2 Snap Surveys shall not be liable to the Customer for any failure to perform or delay in performance under this Agreement to the extent that such non-performance or delay is caused by any circumstances beyond its reasonable control. If any period of failure or delay lasts for more than 60 days the Customer shall be entitled to terminate this Agreement by notice in writing.
16.3 Any failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not be construed as a waiver of that or any other right or remedy. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.4 If any provision of this Agreement is found by any court or similar body to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.5 The Customer shall not, without the prior written consent of Snap Surveys, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Snap Surveys may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16.6 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties. Neither party is the agent for the other, and neither party has the authority to bind the other to any agreement with a third party.
16.7 Snap Surveys may refer to the Customer as a customer of it, and may use the Customer’s name and trade mark in Snap Surveys’ marketing materials and on the Snap Surveys Website.
16.8 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties, save that Snap Surveys’ Affiliates are intended third party beneficiaries of this Agreement and may enforce its terms.
16.9 This Agreement, any documents referred to in it (including any documents incorporated herein by reference to a URL or otherwise) and the Order Form constitute the whole Agreement between the parties in relation to the Software and the Services and supersede any previous arrangement, understanding or agreement between them on this subject. Any terms and conditions appearing on a purchase order or similar document issued by the Customer do not apply to the Software and the Services, do not override or form a part of this Agreement, and are void.
16.10 Where the Customer has purchased the Software and/or Services through a reseller or other intermediary and not directly from Snap Surveys, the Customer acknowledges that its sole remedy for any claims against Snap Surveys arising out of the supply and/or use of the Software and/or Services shall be as set out under the terms of this Agreement and the Customer hereby waives all rights to bring any claim against Snap Surveys by virtue of any arrangements with such intermediary.
16.11 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
16.12 Snap Surveys may from time to time revise the terms and conditions of this Agreement by publishing a revised version on the Website, but those revisions will not vary this Agreement until the first day of any Renewal Period that follows the date that Snap Surveys publishes the revision on the Website.
16.13 Any amendment to this Agreement that is not made to the online version of this Agreement generally used by Snap Surveys’ customers and which applies to the Customer alone must be in writing, signed by the Customer and Snap Surveys, and expressly state that it is amending this Agreement. If the Customer signs a physical agreement with Snap Surveys to receive the Software and the Services, that physical agreement will override the online version of this Agreement if the physical agreement states so.
17. GOVERNING LAW AND JURISDICTION
17.1 Subject to clause 17.2, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New Hampshire and the parties submit to the exclusive jurisdiction of the New Hampshire courts.
17.2 Snap Surveys may apply to any court anywhere in the world for an order restraining the Customer’s use of the Software, Services and/or Documentation in breach of this Agreement and may enforce any such order.
SCHEDULE 1 – INFORMATION REGARDING THE PROCESSING OF THE SURVEY DATA
This Schedule sets out further details regarding the processing of the Survey Data. The Customer is responsible for keeping this information accurate and up to date and for notifying Snap Surveys of any additions or amendments required to it.
Subject matter and duration of the processing of the Survey Data
The subject matter of the processing is the Survey Data, and the duration of the processing is until the expiry or termination of the Agreement.
The nature and purpose of the processing of the Survey Data
The nature of the processing is the collecting, storing, backing-up, hosting, editing, deleting, analyzing, and making available the Survey Data in accordance with the Customer’s instructions. The purpose of the processing is to provide the Services to the Customer in accordance with the Agreement.
The types of Survey Data to be processed
The types of Personal Data to be processed may include contact details for Respondents and potential Respondents such as name, address, telephone number and email address and any type of Personal Data that the Customer may choose to collect in a response to its surveys. This may include special categories of Personal Data.
Survey Data may include the location of an Associate User’s device at the time a survey is completed if a Researcher has enabled the collection of location data for a given survey.
The extent of and types of Personal Data that the Customer may choose to collect is determined by the Customer in its sole discretion.
The categories of Data Subject to whom the Survey Data relates
The categories of Data Subjects whose Personal Data will be processed include Respondents and potential Respondents, Researchers and Associate Users and other persons whose Personal Data may be contained in survey responses.
The obligations and rights of the Data Controller
The obligations and rights of the Data Controller (the Customer) are set out in the Agreement.
Snap Surveys NH, Inc.
Address: One New Hampshire Ave Suite 125, Portsmouth, NH 03801, USA
Telephone: (603) 610-8700
Email: legal@snapsurveys.com
Website: www.snapsurveys.com
Last Updated 29 March 2022
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