Terms of Service
Last Updated: June 15, 2018
**PLEASE READ THIS DOCUMENT CAREFULLY.
Survae, Inc. (“Survae”) offers an online platform for video and data through the website located at survae.com and other Survae-operated sites, mobile applications and other services, including the Survae embeddable video/map player (collectively, the “Service(s)”).
Please read these terms of service (“Terms”) carefully as they form a contract between you and Survae, Inc. (“Survae”, “we”, “us”, or “our”) that governs your access and use of the online platform provided by Survae for processing, storing and sharing video, data, maps, images, materials, text, audio or other content (collectively, “Content”) and any written or electronic use of user guides or other documentation provided or made available by Survae through any of its Services.
By registering or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Survae that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Survae 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 SERVICES. Should you have any questions concerning this Agreement, please contact firstname.lastname@example.org. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
1. CHANGES TO THESE TERMS
Although we may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version. Survae may, in its sole discretion, modify or revise these Terms and policies at any time, and you agree to be bound by such modifications or revisions. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service, and you must cancel and stop using the Service.
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
These Terms apply to all users of the Survae Service, including users who upload Content on behalf of other users or provide additional Content on behalf of other users.
3. WHO MAY USE THE SURVAE SERVICE
AGE REQUIREMENT: You must be at least 16 years old to use the Survae Service. If you are at least 16, but are still a minor (this depends on where you live), you must have your parent or legal guardian’s permission to use the Survae Service. Please have him or her read this Agreement with you.
NOTICE TO PARENTS AND GUARDIANS: By granting your child permission to use the Survae Service, you agree to the Terms on behalf of your child. You are responsible for monitoring and supervising your child’s use of the Survae Service. If your child is using the Survae Service and is either under 16 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the Survae Service is appropriate for your child, please review our Frequently Asked Questions or contact us at email@example.com.
4. LICENSE TO USE THE SURVAE SERVICE
LICENSE: Survae grants you a limited, non-exclusive license to access and use the Survae Service for your own personal, non-commercial purposes. This includes the right to view Content available on the Survae Service. This license is personal to you and may not be assigned or sublicensed to anyone else.
COMMERCIAL USE: You may not use the Survae Service for commercial purposes unless you are a Pro, Organization, or Enterprise account user, in which case you may use and access the Survae Service for commercial and non-commercial purposes.
RESTRICTIONS: You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Survae and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Survae) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
- Modify, alter, tamper with, repair or otherwise create derivative works of any Software;
- Reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
- Sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- Remove, obscure or alter any proprietary rights notice pertaining to the Service;
- Access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- Use the Service in connection with any situation in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
- Use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- Interfere with or disrupt servers or networks used by Survae to provide the Service or used by other users’ to access the Service, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;
- Access or attempt to access Survae’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
- Cause, in Survae’s sole discretion, inordinate burden on the Service or Survae’s system resources or capacity; or
- Share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.
REGISTRATION: To fully use the Survae Service, you must register as a member at survae.com by providing a valid email address and password. You must provide complete and accurate registration information to Survae and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account as the account owner must have the authority to bind the entity to this Agreement.
USER NAME: If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else’s name, a name that violates any third-party right, or a name that is obscene or otherwise objectionable.
ACCOUNT SECURITY: Only you may use your survae.com account. You are responsible for all activity that occurs under your account, including any activity by authorized or unauthorized users. You must not allow others to use your account credentials and you must safeguard the confidentiality of those credentials. If you are using a computer that others have access to, you must log out of your account after using survae.com or any Survae Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. Survae will not be liable for any loss or damage arising from any unauthorized use of your accounts.
USER ACCESS: If you are a Pro, Organization or Enterprise-level subscriber, you may grant access to your account to other survae.com members subject to the user limit for your account. You are responsible for the actions of those persons insofar as your account is concerned. If you are a survae.com member who has been granted access to a Pro, Organization or Enterprise-level account, you must comply with the terms of this Agreement in accessing that account.
THIRD PARTIES: 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. If you are an individual member of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establish a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Survae and such organization and controlled by such organization.
Survae reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Survae user name for any reason or for no reason. Survae may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint.
7. SUBSCRIPTIONS AND PURCHASES
SURVAE PRO, ORGANIZATION and ENTERPRISE ACCOUNTS: Features and prices are subject to change. Storage limits are calculated based upon hosted user content. We reserve the right to charge for excessive use of bandwidth where video viewing occurs on third-party sites and applications outside the Survae Service. Users who wish to obtain storage capacity or additional bandwidth beyond what is offered with the Survae subscription plans may request a custom account by contacting us here: firstname.lastname@example.org. Additional terms and conditions (to be shown prior to purchase) apply to custom accounts. All fees may be subject to taxes.
PAYMENT. You must be authorized to use the credit card that you enter when you create a billing account. You authorize us to charge you for the Survae Service using your credit card and for any paid feature of the Service that you choose to sign up for or use while this Agreement is in force.
We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. We may bill you simultaneously for more than one of your prior billing periods. We may automatically renew your Service and charge you for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed.
You must keep all information in your billing account current. You can access and modify your billing account information within your account on the survae.com website. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
CANCELLATION: The Survae Services are provided on a month-to-month basis and may be cancelled by users at any time by providing notice of cancellation to email@example.com. During the month in which your cancellation notice is received and acknowledged by Survae, you must pay your current month’s invoice and any outstanding invoices from prior months, along with any additional charges incurred in the month of cancellation for storage, bandwidth, users, locations or other fees. If your account is terminated due to your breach of this Agreement during the relevant cancellation period, you are still obligated to pay all outstanding invoices and for charges incurred prior to termination. If you have questions, please contact us.
RENEWALS: Subject to the terms hereof, you may choose to renew your subscription at the end of the subscription period. By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. Survae reserves the right to deny subscriptions, renewals, and other purchases for any reason. Unused storage and other limits do not roll over to subsequent subscription periods.
END OF SUBSCRIPTION: You need to maintain a Survae Pro, Organization or Enterprise account or custom plan in order to host your Content with survae.com. Your account and its Content may be deleted if your subscription is not renewed. If you do not wish to renew your plan, you have the option to download the Content that you have uploaded to your account prior to the end of your subscription plan. Maps and all other Content provided by or through the Survae Service and third parties are not downloadable.
LICENSE TO SURVAE: Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you and others make available on the Service.
By submitting Content, you grant Survae and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your Content for the purpose of (i) displaying the Content within the Survae Service; (ii) displaying the Content on third-party websites and applications or through a Survae API, subject to your privacy choices; (iii) allowing other users to play, download, and embed on third-party websites the Content, subject to your privacy choices; (iii) promoting the Survae Service, provided that you have made the Content publicly available; and (iv) archiving or preserving the Content to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which Survae believes in good faith requires Survae to disclose information to assist in preventing the death or serious bodily injury of any person.
LICENSE TO OTHER USERS: You further grant all users of the Survae Service permission to view your Content for their personal, non-commercial purposes, subject to your privacy choices. This includes the right to copy and make derivative works from the Content solely to the extent necessary to view the Content. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).
We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you’ve shared Content with (including the general public, in certain circumstances) may have access to your Content.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms. You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include your use of additional encryption technology to protect the Content from unauthorized access. Survae will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You must immediately notify Survae in writing of any unauthorized use of: (a) any Content (b) any account; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Survae with such cooperation and assistance related to any such unauthorized use as Survae may reasonably request.
DURATION OF LICENSES: The above licenses will continue unless and until you remove your Content from the Survae Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed Content may be cached in search engine indices after removal and that Survae has no control over such caching.
9. SURVAE PROPRIETARY RIGHTS
As between Survae and you, Survae or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Survae. In the event that you provide comments, suggestions and recommendations to Survae with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to Survae a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
10. CONTENT STORED IN THE UNITED STATES
The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Survae reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days notice of any such changes in the processing location.
11. TERM AND TERMINATION; ACCOUNT DELETION
TERM: This Agreement begins on the date you first use the Survae Service and continues as long as you use the Survae Service or have an account with us.
ACCOUNT DELETION: Subscription accounts will remain active until the end of the subscription term and any renewal term. You may delete your account at any time.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Survae will terminate. Sections 11 and 14 though 20 shall survive termination. In the event of account deletion for any reason, Content that you submitted may no longer be available. Survae shall not be responsible for the loss of such content.
12. SUSPENSION AND TERMINATION OF USE OF THE SERVICE
We reserve the right to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Survae 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. If, in Survae’s determination, the suspension might be indefinite and/or Survae has elected to terminate your access to the Service, Survae will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
Upon termination by Survae, for reasons other than cause, you may request access to your Content, which we will make available for an additional fee. You must make such request with ten (10) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.
13. THIRD-PARTY SERVICES AND CONTENT
All transactions using the Survae Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third-party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Survae is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. Similarly, 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 sites and third-party content. Survae shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
You will indemnify, defend, and hold harmless Survae and its affiliates, directors, officers, employees, and agents, from and against all third-party actions that: (i) arise from your activities on the Survae Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Survae violates any law or infringes any third-party right, including any intellectual property or privacy right.
You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Survae Service. Survae has no obligation to screen or monitor any content and does not guarantee that any content available on the Survae Service complies with this Agreement or is suitable for all users.
Survae provides the Survae Service on an “as is” and “as available” basis. You therefore use the Survae Service at your own risk. Survae expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Survae makes no representations or warranties:
- That the Survae Service will be permitted in your jurisdiction;
- That the Survae Service will be uninterrupted or error-free;
- Concerning any Content submitted by any member;
- Concerning any third party’s use of Content that you submit;
- That any Content you submit will be made available on the Survae Service or will be stored by Survae;
- That the Survae Service will meet your business or professional needs;
- That Survae will continue to support any particular feature of the Survae Service; or
- Concerning sites and resources outside of the Survae Service, even if linked to from the Survae Service.
- To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Survae Service, and no warranties shall apply after such period.
16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SURVAE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SURVAE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SURVAE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
17. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
Survae does not tolerate Content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by emailing us at firstname.lastname@example.org. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement is:
Attn: DMCA Copyright Agent
2647 Gateway Road, Suite 105-495
Carlsbad, CA 92009
Federal law requires your DMCA Notice to include the following information:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
- Your address, telephone number, and e-mail address;
- A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
- Your physical or electronic signature.
18. INTELLECTUAL PROPERTY NOTICES
All content provided by Survae including, but not limited to, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are copyright © Survae, Inc. and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
The Survae name and logo are, including without limitation, either trademarks, service marks or registered trademarks of Survae, Inc., and may not be copied, imitated, or used, in whole or in part, without Survae’s prior written permission. Other product and company names may be trade or service marks of their respective owners.
Survae may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
19. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with survae.com, 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, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Survae products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
For support-related inquiries, you may contact us at email@example.com. You may send notices of a legal nature to Survae at firstname.lastname@example.org or to the following address:
2647 Gateway Road, Suite 105-495
Carlsbad, CA 92009
20. GENERAL PROVISIONS
GOVERNING LAW: This Agreement shall be governed by the laws of the State of California, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
DISPUTES: Any action arising out of or relating to this Agreement or your use of the Survae Service must be commenced in the state or federal courts located in California, United States of America (and you consent to the jurisdiction of those courts). In any such action, Survae and you irrevocably waive any right to a trial by jury.
SEVERABILITY; ENTIRE AGREEMENT: Headings are for convenience only and shall not be used to construe the terms of this Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
ASSIGNMENT AND TRANSFER: We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.
INDEPENDENT CONTRACTORS; NO THIRD-PARTY BENEFICIARIES: Survae and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
CLAIMS: 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.
WAIVER: The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
GOVERNMENT USE: If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
To the extent that you are (a) an official United States federal, state, or local government agency or body, (b) using the Services in your official capacity, and (c) are prohibited by any law, regulation, rule, or ordinance from accepting all provisions of the Terms of Service, the following amendments to the Terms of Service apply:
The indemnification provisions of Section 14 do not apply to you.
The governing law and dispute provisions of Section 20 do not apply to you.
You shall identify yourself by your official agency/body name on your survae.com user profile page. If you have an official website, you shall include a link to it on your Survae user profile page.
MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Survae on the survae.com Site or a written amendment signed by an authorized representative of Survae. A revised Terms of Service will be effective as of the date it is posted on the survae.com Site.
ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between Survae and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.
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