TERMS OF SERVICE

        1.        THESE TERMS CREATE A BINDING CONTRACT

        Please read these Terms of Service ("Terms") carefully because they form a contract between you and DropThought, Inc., a Delaware Corporation and its partners, employees, officers, directors, customers and affiliated companies (“our”, “we” and “us”).  

Our services allow the companies who hire us (“Feedback Partners”) to collect and analyze your opinions and feedback about a wide range of issues, businesses and products. These Terms govern your access to and use of (i) our software and systems (the “Software”), including those for online transmission and processing of files, materials, data, text, audio, video, images or other content (collectively, “Content”); and (ii) our websites and mobile applications (“Services”).

By using the Services you agree to be bound by these Terms. Do not access or use the Services if you are unwilling or unable to be bound by the Terms.  These Terms also incorporate our Privacy Policy.  Please read that document carefully because it also governs your use of the Services and includes important provisions of the contract between you and us.  If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms.  If you are agreeing on behalf of an organization, “you” and “your” will refer to that organization. By agreeing to these Terms, you are representing to us that you are over 13 years old.  

        You may use the Services only in compliance with these Terms and only if you have the power to form a contract with us and are not barred under any applicable laws from doing so.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS,

YOU MUST NOT USE THE SERVICE.

        2.        CHANGES IN SERVICE

        We may modify these terms or any additional terms that apply to the Service.  You should look at the terms regularly.  If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

        3.         ACCESS TO THE SERVICES

        You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf.  It is your responsibility to contact us immediately if your account is hacked, compromised or otherwise misused.  You are responsible for all activities that take place with your account.  We will not be liable for any loss or damage arising from any unauthorized use of your accounts.

        If a third party such as an employer or school gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store Content in your account.

4.        RESTRICTIONS ON USE OF THE SERVICES

You agree not to, and will not assist, encourage, or enable others to use the Services to:

• Violate any third party’s rights;
• Promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except in connection with DropThought customer accounts;
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Services’ search results or any third party website;
• Submit or transmit pornography;
• Violate any applicable law, rule or regulation, whether in the United States of America or in any other country or jurisdiction.

You also agree not to, and will not assist, encourage, or enable others to:

• Violate the Terms;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or Services Content (other than your Content), except as expressly authorized by DropThought;
• Use any robot, spider, Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services or any Services Content;
• Reverse engineer any portion of the Services;
• Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
• Access, retrieve or index any portion of the Services for purposes of constructing or populating a searchable database of business reviews;
• Reformat or frame any portion of the Services;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on DropThought’s technology infrastructure or otherwise make excessive traffic demands of the Services;
• Attempt to gain unauthorized access to the Services, user accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;
• Use the Services or any Services Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature;
• Use any device, software or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services;
• Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or Services Content; or
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Services Content, or features that enforce limitations on the use of the Services.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days prior written notice to us here, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

5.         CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

        By registering with us, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, and (b) promotional information and materials regarding our products and services, via electronic mail. We give you the opportunity to opt-out of receiving such non-mandatory electronic mail from us by following the opt-out instructions provided in the message.

        We may also send you, in electronic form, mandatory notices about the Services and information the law requires us to provide. We may provide mandatory or required information to you by email at the address you specified when you signed up for the Services.  Mandatory or required notices emailed to you will be deemed given and received when the email is sent.  You cannot opt-out of receiving mandatory or required notices.  If you don't consent to receive mandatory or required notices electronically, you must stop using the Services.

        6.         OWNERSHIP AND USE OF CONTENT

You are solely responsible for your Content.  Once published, your Content may not be retracted.  We are not responsible for, and you assume all risks associated with your Content, including: (i) responsibility for the quality, accuracy, or reliability of your Content; and (ii) any disclosure by you of information in your Content that makes you or anyone else personally identifiable.

You represent that you own, or have the necessary permissions to use and authorize the use of your Content as described in these Terms.  You may not imply that your Content is in any way sponsored or endorsed by anyone but you.

We may use your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing our business customers to do the same in connection with their own websites and media platforms (“Other Media”) and Third Party Services (as defined below). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use your Content for any purpose, subject to our Privacy Policy.  Please note that you also irrevocably grant the users of the Services and any Other Media the right to access your Content in connection with their use of the Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against DropThought and its users any claims and assertions of moral rights or attribution with respect to your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your Content.

We own all content that is created, managed, owned, licensed or controlled by us  “DropThought Content”), including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software and all other elements and components of the Services excluding your Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the DropThought Content and the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the DropThought Content in whole or in part except as expressly authorized by us.  We do not grant you any express or implied rights, and all rights in and to the Services and the DropThought Content are retained by us.

DropThought and its customers may publicly display advertisements and other information adjacent to or included with your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

We reserve the right to remove, screen, edit, or reinstate your Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We have no obligation to retain or provide you with copies of your Content, nor do we guarantee any confidentiality regarding to your Content, other than as described in our Privacy Policy.  

        We may need your permission to do things you ask us to do with your Content.  For example, we may need to access your Content in order to engage in administrative tasks such as redundant data backup.  By using our Services, you give us the permission we need to do those things solely to provide the Services.  This permission also extends to trusted third parties we work with to provide the Services, for example the companies that provide our storage space.

        You are solely responsible for your conduct and Content, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

        We may choose to review Content for compliance with our community guidelines, but you acknowledge that we have no obligation to monitor any Content on the Services.  We are not responsible for the accuracy, completeness, appropriateness, or legality of Content, user posts, or any other information you may be able to access using the Services.

        Content in the Services may be protected by intellectual property rights of others. We are not responsible for what you copy, share, upload, download or otherwise use while using the Services.

        7.         SUSPENSION AND TERMINATION OF USE

        You may stop using the Service at any time. We reserve the right to suspend or terminate your access to the Services at any time, in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for: (a) the actual or suspected violation of these Terms, including the Restrictions on Use; (b) the use of the Services in a manner that may cause us to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages.   You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

        In addition to other termination provisions, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a registered user, or (b) you do not engage in any activity in your account for any period of one-hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.

        8.         THIRD PARTY CONTENT

        We are not responsible for any third party Content you access with the Services, and you irrevocably waive any claim against us with respect to such Content.  Should you have any problems resulting from your use of any third party Content or services, or should you suffer data loss or other losses as a result of problems with any Content provider, we will not be responsible.

        9.        LIMITATION OF LIABILITY

        THE SERVICES ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

        IN NO EVENT SHALL WE OR FEEDBACK PARTNERS BE LIABLE FOR ANY GENERAL, DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS, PROFIT, REVENUE, DATA OR OTHER INFORMATION, OR ANY USE OF ANY DATA, INFORMATION, DOCUMENTATION OR SERVICES, UNLESS THE DAMAGE SUFFERED IS DUE TO OUR OR OUR LICENSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT

        10.        NO ASSIGNMENT

        You may not assign any of your rights in these Terms, and any such attempt is void.  We  may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.  

11.        CHOICE OF LAW, JURISDICTION AND VENUE, AND LIMITATIONS

        These Terms and the validity thereof shall be governed by and construed in accordance with the substantive laws of the state of California, excluding its conflicts of laws principles. Any controversy or claim arising out of or relating to these Terms, the breach thereof, or the Services shall be litigated exclusively in Santa Clara County, California.  You and we consent to venue and personal jurisdiction there.  

        Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.

        12.         ENTIRE AGREEMENT

        These Terms (including the Privacy Policy) constitute the entire and exclusive agreement between you and us with respect to the Service, and supersede and replace any other agreements, terms and conditions applicable to the Service. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our right to do so later.

        13.        SEVERABILITY

        If a provision of the Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.  

        14.         INDEMNIFICATION

        To the extent permitted by law, you will defend us against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret; or, (b) violates applicable law or these Terms.  We will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.