Testing Terms & Conditions
Effective Date: September 3, 2020
THIS AGREEMENT GOVERNS YOUR USE OF THE GROW PROGRESS SERVICES. YOU AND THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT ENTER INTO THIS AGREEMENT WITH US WHEN YOU USE THE GROW PROGRESS SERVICES AND WHEN YOU EXPRESSLY ACCEPT THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT. YOU INCUR THE RIGHTS AND OBLIGATIONS OF A CUSTOMER WHEN WE GENERATE USER LOGIN CREDENTIALS FOR YOU. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS ON THE ORDER FORM.
This Agreement is between You and Grow Progress (each, a “Party,” collectively, the “Parties”) and constitutes the entire understanding related to the subject matter. Grow Progress reserves the right, at any time and at Our sole discretion, to update, revise, supplement, and otherwise modify this Agreement or the Grow Progress Services, and to impose new or additional rules, policies, terms, or conditions on Your use of the Grow Progress Services. Before We make material changes to this Agreement, Grow Progress will provide prior written notice, e.g., by electronic notice to Your Users via the Grow Progress Testing Platform or email. Any new features that augment or enhance the Grow Progress Services, including the release of new APIs, tools, and resources, shall be subject to this Agreement. Continued use of the Grow Progress Services after any such changes shall constitute Your consent to such changes; provided however, if the change has a material adverse impact on You and You do not agree to the change, You must notify Grow Progress via email@example.com within 30 days after receiving notice of the change. If You notify Grow Progress as required, then You will remain governed by the terms in effect immediately prior to the change until the end of the then current calendar year. If You continue to access and/or purchase Opinion Measurement on the Grow Progress Testing Platform during the following calendar year, Your Use of the Grow Progress Services and Your relationship with Grow Progress will be renewed under the then-current terms and conditions for Customers.
1.1 Code of Conduct. Grow Progress and Customers are independent entities, but the business practices and actions of Customers may significantly impact or reflect upon Grow Progress’s reputation and ability to provide Opinion Measurement or other Services. Accordingly, Grow Progress requires all Customers and their Users to adhere to Grow Progress’s Code of Conduct (“Code”) while using the Grow Progress Testing Platform. You shall ensure that Your Users understand and comply with the Code through education, training, and awareness. The Code is available at: https://growprogress.ai/code-of-conduct.
1.2 Personal Data and Compliance with Data Privacy Laws. Customers shall not re-identify any Respondents or contact Respondents outside of Grow Progress Services, except as required by Applicable Laws. Grow Progress and Customers shall each respect the privacy of Respondents and comply with all Applicable Laws related to data privacy and data protection. Additional processing obligations related to data are found in the Code.
2. GROW PROGRESS SERVICES.
2.1 Availability of Grow Progress Services. We will (i) allow You and Your Users access to the Grow Progress Services pursuant to this Agreement during the applicable Subscription Term(s) once You have purchased the Grow Progress Services via an Order Form; (ii) use commercially reasonable efforts to make the online Grow Progress Services available 24 hours a day, 7 days a week in the Public Cloud, except for: (a) downtime for Scheduled Maintenance or emergency maintenance, and (b) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, hurricane, civil unrest, act of terror, strike or other labor problem, or Internet service provider failure or delay.
2.2 Scheduled Maintenance and Emergency Maintenance. Grow Progress will attempt to provide You with at least 3 days advance written notice (e.g., electronic notice to Your Users either via the Grow Progress Testing Platform or email) of any scheduled maintenance, including the time and the length of the scheduled maintenance period (“Scheduled Maintenance”). If Grow Progress deems it necessary to perform emergency maintenance on the Grow Progress Testing Platform (meaning any downtime that is not Scheduled Maintenance), Grow Progress will use commercially reasonable efforts to provide You with 24-hour notice (e.g., electronic notice to Your Users either via the Grow Progress Testing Platform or email).
2.3 Security Measures. In order to protect the integrity and quality of Opinion Measurement sold on the Grow Progress Testing Platform, Grow Progress may, without liability, suspend or terminate any or all access to the Grow Progress Services by revoking Your Grow Progress Integration keys or restricting Your User login(s): (i) following a possible or actual security breach or cyber-attack on Grow Progress or its Public Cloud, (ii) in order to protect Grow Progress’s network in the Public Cloud, (iii) if required by a governmental entity or law enforcement agency, (iv) if You or a User or Respondent is causing technical or other problems to the Public Cloud, (v) upon the termination or expiration of a Subscription Term, or (vi) as otherwise allowed under this Agreement.
3. BECOMING A CUSTOMER ON THE GROW PROGRESS TESTING PLATFORM.
3.1 Access to Grow Progress Testing Platform as a Customer. You will be granted access to the Grow Progress Testing Platform as a Customer by executing an Order Form, agreeing to pay the Opinion Measurement Cost (as described below), and satisfying any of Our credit processes.
3.2 Invoicing. Grow Progress will invoice Customer either annually or monthly for the Opinion Measurement Costs. All invoices will be submitted to the billing contact specified on the Order Form. The Customer is responsible for notifying Grow Progress when contact information needs to be updated. Customer will be charged any agreed upon Opinion Measurement Costs upon execution of Order Form.
3.3 Payment Disputes. If You believe any invoice from Us is incorrect, You must contact Grow Progress in writing within 30 days of invoice date setting forth the nature and amount of the requested correction directed to firstname.lastname@example.org. Otherwise, invoices are final. Grow Progress has the right to recover any amounts overpaid to You.
4. ACCESS TO AND USE OF GROW PROGRESS SERVICES.
4.1 Use of Grow Progress Services. Subject to Your compliance with this Agreement, You may access and use the Grow Progress Services solely for Your own use or for Your own end clients during the applicable Subscription Term. We reserve the right to immediately terminate Your access to the Grow Progress Services if We become aware You are in breach of any obligations under this Section 4. By using the Grow Progress Services, You represent that You are not owned or controlled by nor acting on behalf of, any person or entity (i) located or organized in Russia, China, Cuba, Sudan, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or region that is subject to comprehensive U.S. economic sanctions, (ii) identified on the Specially Designated Nationals and Consolidated Sanctions List administered by the Office of Foreign Assets Control, U.S. Department of the Treasury, or (iii) with whom U.S. persons are otherwise prohibited from transacting.
4.2 Your Responsibilities. You will be responsible for (i) using commercially reasonable efforts to prevent unauthorized access to or use of the Grow Progress Services, and notifying Us of any unauthorized access or use, and (ii) ensuring that You, Your Affiliates, and Your Users are accessing and using the Grow Progress Services only in accordance with this Agreement. You are responsible for all activity conducted under Your User accounts and shall abide by all Applicable Laws in connection with Your use of the Grow Progress Services, including those related to data privacy, international communications, COPPA and other age restrictions, the transmission of data, and data subject consents related to Your Opinion Measurement.
4.3 Prohibited Uses. Your use of the Grow Progress Services shall not include service bureau use, reselling, outsourcing, renting, distributing, sublicensing, or otherwise commercially exploiting or making available to any third party the Grow Progress Services or Grow Progress Technology. You shall not and shall not permit any User, Affiliate or third party to: (i) copy, translate, create derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Grow Progress Services or Grow Progress Technology or any part thereof or otherwise attempt to discover any source code or modify the Grow Progress Services or Grow Progress Technology in any manner or form, (ii) “frame” or “mirror” the Grow Progress Testing Platform or Grow Progress Technology on any other server or wireless or Internet-based device, (iii) access, penetrate, probe or scan the Grow Progress Services or Grow Progress Technology for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes, (iv) identify the Respondents or otherwise publish material on the Grow Progress Testing Platform that is intended to identify or otherwise collect personally identifiable information (“PII”) about or from the Respondents; (v) use the Grow Progress Services to conduct fraudulent or otherwise illegal behavior; or (vi) use the Grow Progress Services for the purpose of building a similar or competitive product or service. You shall not and shall not permit any User, Affiliate or third party to use the Grow Progress Services, Opinion Measurement Data, or Grow Progress Technology: (a) in violation of, or which would cause another person to be in violation of Applicable Laws, including without limitation, COPPA, CalOPPA, and the U.S. economic sanctions administered by the Office of Foreign Assets Control, U.S. Department of the Treasury; (b) to publish, post, upload, send, store or otherwise transmit material that is unlawful, harassing, libelous, defamatory, threatening or otherwise in violation of any third party rights of privacy or other intellectual property rights;(c) to publish, post, upload, or otherwise transmit material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs that are intended to interfere with or otherwise disrupt the integrity or performance of the Grow Progress Testing Platform or Platform Data contained therein; or (d) in an attempt to gain unauthorized access to the Grow Progress Testing Platform or its related systems or networks.
5.1 Confidentiality and Non-Disclosure. During the Term of this Agreement, each Party may furnish certain information (“Disclosing Party”) to the other Party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Our Confidential Information includes the Grow Progress Services and the Grow Progress Technology. The Confidential Information of the Parties includes this Agreement and all Order Forms (including all Opinion Measurement Costs), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Disclosing Party. As between You and Grow Progress, the Parties agree to hold Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. Confidential Information does not include any information that: (a) is, or later rightfully becomes, available to the public, (b) was in the Recipient’s rightful possession prior to receipt of the information from the Disclosing Party, (c) is later disclosed to the Recipient by a third party who has no obligation of confidentiality, (d) is independently developed by the Recipient without the use or benefit of the Confidential Information, or (e) is made available by You on the Grow Progress Testing Platform (except as provided above in subsection (b)). This Agreement does not prohibit the disclosure of Confidential Information to the extent required by applicable law, regulation or court order. Each Party agrees to use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (at all times exercising at least a commercially reasonable degree of care) and not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by You or made available by You to the Grow Progress Testing Platform. Either Party may disclose Confidential Information on a need to know basis to its Affiliates, Users and service providers who have executed binding written agreements requiring confidentiality and non-use obligations at least as restrictive as those in this Section 5.1.
5.2 Publicity. You grant Us the right to use Your company name and logo as a reference for marketing or promotional purposes on Our website and in other public or private communications with Our existing or potential customers, subject to Your standard trademark usage guidelines as provided to Us.
6. PROPERTY RIGHTS AND RESPONSIBILITIES.
6.1 Ownership of Grow Progress Technology. This Agreement contains a right to access and use the Grow Progress Services during the Subscription Term, not a transfer of title to the Grow Progress Technology. As between You and Grow Progress, all Intellectual Property Rights in and to the Platform Data, Grow Progress Testing Platform and Grow Progress Technology belong exclusively to Grow Progress, Inc. and its licensors. You are granted no licenses of any kind to any Intellectual Property Rights of Grow Progress. You shall not delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that appear on the Grow Progress Testing Platform, unless otherwise agreed by Grow Progress in writing. Grow Progress reserves the right to make changes and updates to the functionality or performance of the Grow Progress Services from time to time at its sole discretion. To the extent You or Your Users provide any suggestions, comments or other feedback related to the Grow Progress Services or the Grow Progress Technology (collectively, “Feedback”), You grant Grow Progress a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use such Feedback or subject matter thereof in any way and without limitation.
6.2 Your Rights and Responsibilities. You, and not Grow Progress, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any data submitted to or entered by You and Your Users on the Grow Progress Testing Platform.
7. WARRANTIES AND DISCLAIMER.
7.2 DISCLAIMER. THE GROW PROGRESS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, GROW PROGRESS DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND SYSTEM INTEGRATION OR COMPATIBILITY. WITHOUT LIMITING THE FOREGOING, GROW PROGRESS DOES NOT WARRANT OR REPRESENT THAT THE GROW PROGRESS SERVICES WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED, OR ERROR-FREE. THE GROW PROGRESS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GROW PROGRESS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS CONTROL.
8.1 Indemnification by You. You shall indemnify and hold Grow Progress, and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all damages, liability, claims, losses, awards, judgments, settlements, expenses and costs (including reasonable attorneys’ fees and costs of defense) and defend Grow Progress against any actions, suits, litigation, claims, demands, arbitration or proceeding, and any threats thereof, resulting from or in connection with: (i) any claim alleging that Your Opinion Measurement Data or any data published on the Grow Progress Testing Platform by You or Your Users infringes the rights of, or has caused harm to, a third party, or (ii) arising out of Your breach of Sections 4.2, 4.3, 6, or 7.1 above.
8.2 Indemnification by Grow Progress. Subject to Your lawful use of the Grow Progress Services, Grow Progress shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Grow Progress Services directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party as of the Effective Date of this Agreement, except that Grow Progress will not be obligated to indemnify You to the extent that an infringement or misappropriation claim is based upon use of the Grow Progress Services in violation of this Agreement or Applicable Laws.
8.3 Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 8, the indemnified Party shall: (i) promptly give written notice of the claim to the indemnifying Party, (ii) allow the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability), and (iii) upon request of the indemnifying Party, cooperate in all reasonable respects, at the indemnifying Party’s cost and expense, with the indemnifying Party in the investigation, trial, and defense, of such claim and any appeal arising therefrom. The indemnification obligations under this Section 8 are expressly conditioned upon the indemnified Party’s compliance with this Section 8.3 except that failure to notify the Indemnifying Party of such claim shall not relieve that Party of its obligations under this Section 8 but such claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations in this Section 8 shall survive termination of this Agreement for one year.
9. LIMITATION OF LIABILITY.
9.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE GROW PROGRESS SERVICES OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, DATA BREACH, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE GROW PROGRESS SERVICES BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. CERTAIN STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE FOLLOWING PARAGRAPH.
9.2. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE AN AMOUNT LIMITED TO THE OPINION MEASUREMENT COSTS PAID BY YOU FOR THE GROW PROGRESS SERVICES DURING THE 12 MONTHS IMMEDIATELY PROCEEDING THE DATE NOTICE OF THE CLAIM IS GIVEN. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THIS AGREEMENT.
9.3. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO (I) OPINION MEASUREMENT COSTS DUE UNDER THIS AGREEMENT, (II) A BREACH OF SECTIONS 4, 6 OR 7.1 OF THIS AGREEMENT, OR (III) EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 8.
10. TERM AND TERMINATION.
10.1 Subscription Term(s). Unless otherwise specified on the Order Form, this Agreement commences on the Effective Date and shall continue for an initial Subscription Term as defined on the Order Form. Except as otherwise specified on the Order Form, subscriptions will automatically renew for additional periods equal to the then-expiring Subscription Term. You may cancel the automatic renewal of a Subscription Term by providing written notice of non-renewal at least 30 days before the end of the relevant Subscription Term.
10.2 Termination of Agreement. A Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or becomes subject to U.S. economic sanctions or other Applicable Laws that would make unlawful the performance of this Agreement by either party. Grow Progress may terminate this Agreement immediately if You are in breach of Section 4 of this Agreement.
10.3 Suspension for Nonpayment. Any breach of Your payment obligations will be considered a material breach of this Agreement. Grow Progress, in its sole discretion, may suspend Your use of the Grow Progress Services upon 10 days notice until all undisputed Opinion Measurement Costs have been fully paid to Grow Progress.
10.4 Effects of Termination. Upon termination of this Agreement, Your right to access or use the Grow Progress Services immediately ceases, and Grow Progress shall have no obligation to store, maintain, forward, or otherwise restore any data other than whatever data was previously downloaded by You. The termination of this Agreement for any reason shall not affect: (i) obligations of the Parties to account for and pay to one another amounts owed under this Agreement for activity that occurred on the Grow Progress Testing Platform (whether before or after the notice of termination), or (ii) any other obligation or liability which either You or Grow Progress has to the other under this Agreement and which, by its nature, would reasonably be expected to survive termination.
11. GENERAL PROVISIONS.
11.1 Notice. Except as otherwise specified in this Agreement, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given to a Party when delivered personally to such Party or sent to such Party by reputable express courier service (charges prepaid), or mailed to such Party by certified or registered mail, return receipt requested and postage prepaid, to such Party’s address on the Order Form or any other address that such Party has identified as the address for notices by written notice hereunder to the other Party at least 30 days prior to such other Party’s notice.
11.2 Governing Law; Dispute Resolution. This Agreement and any dispute arising out of or in connection with this Agreement will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the District of Columbia, United States of America, without giving effect to conflicts of law principles thereof and excluding the U.N. Convention on the International Sale of Goods. The Parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. Except as provided below, each Party agrees that before it seeks mediation, arbitration, or any other form of legal relief, it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portion of any contract between the Parties and which are allegedly being breached). Within 30 days after such notice, knowledgeable executives of the Parties shall hold at least one meeting (in person or by video- or teleconference) for the purpose of attempting in good faith to resolve the dispute. Except as provided below, any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a Party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes, but the mediator shall not have the authority to award punitive or exemplary damages. The Parties agree that they will participate in good faith and share equally in its costs. The mediation shall take place in the District of Columbia. The dispute resolution procedures in this Agreement shall not apply prior to a Party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or Confidential Information.
11.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between You and Grow Progress.
11.4 Assignment. Either Party may assign its rights and obligations under this Agreement; provided, however, in the event You assign Your rights under this Agreement in connection with a merger, acquisition or sale of a majority of Your assets You will provide written notice to Grow Progress directed to email@example.com); provided further, however, You may not assign this Agreement and the rights hereunder to a competitor of Grow Progress without Our prior written approval.. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
11.5 Expenses. Except as otherwise provided herein, all expenses incurred by each Party in performing its obligations hereunder shall be borne by the Party incurring the expense.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.7 Headings. The headings in this Agreement are for reference only and shall not limit or otherwise affect any of the meanings or interpretations of this Agreement.
11.8 Questions. Any questions regarding this Agreement should be directed to firstname.lastname@example.org.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, which means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means these terms and conditions related to Your access to and use of the Grow Progress Services and the Code.
“API” means an application programming interface developed by Grow Progress.
“Applicable Laws” means all applicable laws, statutes, enactment, regulations (including those related to data privacy, international communications, and the transmission of data, including the UK’s Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, any other laws or regulations implementing the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 and all applicable laws and regulations which amend or replace any of them, including the General Data Protection Regulation 2016/679), and any ordinances, rules, codes and orders of governmental authorities having jurisdiction over You or Grow Progress, as well as relevant industry standards such as ESOMAR and the Insights Association.
“Customer” means the business entity accepting and entering into this Agreement for the purpose of acquiring Opinion Measurement Services.
“Opinion Measurement Data” means any data entered or provided by Respondents to Grow Progress via a Survey Question Platform utilized by Grow Progress to collect Opinion Measurement.
“Survey Question Platform” means any third party software or subprocessor used by Grow Progress to collect Opinion Measurement Data from Respondents.
“Intellectual Property Rights” means any copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), and patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights (whether registered or not) as may exist now and hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country, or jurisdiction.
“Grow Progress Testing Platform Services” means the managed services related to survey design, survey programming, translation, data analysis, data presentation and reporting, obtaining registrants and participants for surveys and survey panels, assistance with advertising effectiveness campaigns, other advertising research services, and/or similar services outside the scope of this Agreement.
“Grow Progress Services” means online access to the Grow Progress Testing Platform and Grow Progress APIs, as well as any technical support and other Grow Progress Managed Services provided by Grow Progress during the Term of this Agreement.
“Grow Progress Technology” means Grow Progress’s proprietary technology (including software, hardware, APIs, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) underlying the Grow Progress Testing Platform.
“Platform Data” means any data, metadata or other information that is learned, gathered, published, indexed, uploaded, created, bought or stored on the Platform.
“Grow Progress Testing Platform” means the Public Cloud platform and application of Grow Progress, Inc. based on Grow Progress Technology that is used to facilitate Opinion Measurement.
“Order Form(s)” means an online or offline document specifying the Grow Progress Services to be purchased hereunder during the Subscription Term, including payment terms, applicable taxes, and payment method, that is executed by You and Grow Progress, including any addenda and supplements thereto.
“Public Cloud” means the cloud-based Grow Progress Services provided by Grow Progress (and its third party subprocessors) on servers located in the United States.
“Respondent(s)” means a natural individual who has consented to participate in Opinion Measurement.
“Respondent Data” means all data supplied, indexed, or otherwise transmitted by Respondents for the purpose of asking and answering questions in an attempt to complete Opinion Measurement, which information is then stored by Grow Progress or its subprocessors in the Public Cloud.
“Opinion Measurement” means a test, survey, poll, campaign, or other project defined by a Customer, to measure opinion through Grow Progress Services.
“Opinion Measurement Cost” means the price You agree to pay for Opinion Measurement.
“Subscription Term” means the period during which Customer may access and use the Grow Progress Testing Platform.
“Users” mean Your employees, representatives, consultants, contractors or agents who have been granted access to use the Grow Progress Testing Platform on Your behalf either via user identifications and passwords or via an API integration.
“We,” “Us,” “Our,” or “Grow Progress” means Grow Progress, Inc., a Delaware corporation.
“You” or “Your” means the Customer or an Affiliate of that company that has signed an Order Form.