By selecting a button indicating your acceptance of these Terms, or if you start using the Services without selecting such button, it establishes your agreement to comply with these Terms that govern your right to use the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, the use of “you” and “your” within these Terms will refer to that organization.
1.1. Fees for Services. The Services provided through our Employee Engagement Fast Track survey are being offered for free to you for a limited time. We will, however, reserve our right to charge fees for your use of the Services in the future at any time, with reasonable notice being given to you prior to any fees being incurred to allow you the opportunity to avoid any such fees.
2.3. Security. MaritzCX will store and process your Content in a manner consistent with industry security standards. MaritzCX has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
- Your Content
3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. MaritzCX does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.3. Customer Lists. MaritzCX may identify you (by name and logo) as a MaritzCX customer on MaritzCX’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
3.4. Intellectual Property Claims. MaritzCX respects the intellectual property rights of others, and we expect our users to do the same.
- MaritzCX Intellectual Property
4.1. MaritzCX Intellectual Property. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use MaritzCX’s trademarks or other brand elements.
- User Content
5.1. User Content. The Services display content provided by others that is not owned by MaritzCX. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. MaritzCX is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of the content’s owner, or are otherwise authorized by law to do so.
5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, MaritzCX may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, MaritzCX otherwise has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources. MaritzCX may publish links in its Services to internet websites maintained by third parties. MaritzCX does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
- Account Management
6.1. Keep Your Password Secure. If you have been issued an account by MaritzCX in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not MaritzCX, are responsible for any activity occurring in your account (other than activity that MaritzCX is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify MaritzCX immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate. MaritzCX occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, MaritzCX will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity. MaritzCX may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
- User Requirements
7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with MaritzCX. None of the Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contract with MaritzCX, you may not use the Services. We recommend that parents and guardians directly supervise any use of the Services by minors. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
7.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from MaritzCX, if any. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Services to persons or entities on any of the foregoing lists.
- Acceptable Uses
8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
8.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that MaritzCX imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
(d) Unless authorized by MaritzCX in writing, you may not probe, scan, or test the vulnerability of any MaritzCX system or network.
(e) Unless authorized by MaritzCX in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. MaritzCX will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to MaritzCX.
(i) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(j) Unless authorized by MaritzCX in writing, you may not resell or lease the Services.
(k) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless MaritzCX has agreed with you otherwise. You may not use the Services in a way that would subject MaritzCX to those industry-specific regulations without obtaining MaritzCX’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with MaritzCX that permits you to do so.
- Suspension and Termination of Services
9.1. By You. In the event MaritzCX charges for use of the Services, if you terminate a subscription to use the Services (a “Subscription”) in the middle of a billing cycle you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
9.2. By MaritzCX. MaritzCX may terminate your use of the Services at any time by providing at least 30 days’ prior written notice to you. MaritzCX may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after MaritzCX has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees, if any, for 30 days past the due date. Additionally, MaritzCX may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. MaritzCX may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where MaritzCX may decide that we need to take immediate action without notice. MaritzCX will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. MaritzCX has no obligation to retain your Content upon termination of the applicable Service.
9.3. Further Measures. If MaritzCX stops providing the Services to you because you repeatedly or materially breach these Terms, MaritzCX may take measures to prevent the further use of the Services by you, including blocking your IP address.
- Changes and Updates
10.1. Changes to Terms. MaritzCX may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the MaritzCX website. If an amendment is material, as determined in MaritzCX’s sole discretion, MaritzCX will notify you by email. Notice of amendments may also be posted to MaritzCX’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require MaritzCX to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
10.2. Changes to Services. MaritzCX constantly changes and improves the Services. MaritzCX may add, alter, or remove functionality from a Service at any time without prior notice. MaritzCX may also limit, suspend, or discontinue a Service at its discretion. If MaritzCX discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. MaritzCX may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
- Disclaimers and Limitations of Liability
11.1. Disclaimers. While it is in MaritzCX’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND MARITZCX DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
11.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MARITZCX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MARITZCX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF MARITZCX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO MARITZCX FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.
11.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
11.5. Businesses. If you are a business, you will indemnify and hold harmless MaritzCX and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
- Other Terms
12.1. Assignment. You may not assign these Terms without MaritzCX’s prior written consent, which may be withheld in MaritzCX’s sole discretion. MaritzCX may assign these Terms at any time without notice to you.
12.2. Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and MaritzCX, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
12.3. Independent Contractors. The relationship between you and MaritzCX is that of independent contractors, and not legal partners, employees, or agents of each other.
12.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
12.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
12.6. Precedence. To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.
12.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
12.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
12.9. Survival. The following sections will survive the termination of these Terms: 1, 2, 3.2, 9, 11, and 12.
12.10 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Utah, without regard to the conflicts of laws provisions thereof.