H2R Market Research Standard Terms of Service
These H2R Market Research Terms of Service (“Terms”) may be updated from time to time as explained herein. We encourage you to refer to these Terms regularly to ensure your compliance and understanding of them. They can be found at www.h2rmarketresearch.com/terms-of-service.
Acceptance of Terms
Please read these Terms carefully before using www.H2Rmarketresearch.com (the “Website”) or the products or services offered by H2R Market Research (the “Services”). These Terms take effect upon your execution of any proposal and/or agreement with H2R Market Research. Acceptance is also acknowledged when you click an “I Accept” button or checkbox presented with these Terms or when you use any of the Services or Website, whichever occurs first. You represent to us that you are lawfully able and have requisite legal capacity to enter into contracts. If you are agreeing to these Terms on behalf of an entity, you represent to us that you have legal authority to bind that entity. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.
Description of H2R Market Research Services
H2R Market Research (“we” or “us”) provide professional services (“Services”), including the development and delivery of certain deliverables (“Deliverables”) specified in an order or proposal. Professional Services are purchased on a project basis.
For purposes of these Terms, data includes all survey responses, reports, and any other information input or generated on your behalf in connection with the Services (“Data”).
Subject to your compliance with these Terms and your payment of any applicable fees, effective upon the execution of an applicable order or proposal, H2R Market Research grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes.
Fees
You will pay us those fees and charges specified on the applicable order or executed proposal. You are responsible for all applicable taxes on the fees and charges paid by you, including any and all sales, use, and value-added taxes, but not any taxes imposed on H2R Market Research income. Subject to any special terms agreed, you shall pay all fees for Services and any additional sums which are agreed between you and us for the provision of the Services and Deliverables or which, in our sole discretion, are required as a result of your instructions or lack of instructions or any other cause attributable to you. H2R Market Research shall be entitled to invoice you at regular intervals in its sole discretion and may withhold Deliverables until payment for same is first received. All fees and any additional sums payable shall be paid by you without any set-off or other deduction within 30 days of the date of our invoice. Time for payment is of the essence. If payment is not made on a due date, we shall be entitled, without limiting any other rights we may have: (1) to charge interest on the outstanding amount at the rate of 1.5% per month until the outstanding amount is paid in full; (2) to cease all further Services without liability in respect of any or loss or damage sustained by you as a result PROVIDED THAT in any such event you shall not in any respect be released from your contractual obligations to us. Services provided that are not part of a specific order or executed proposal, but are, at a minimum, at your direction, will be chargeable at H2R Market Research’s standard rates from time to time. If project is abandoned before fieldwork begins, a 20% fee of contract will be charged. Once fieldwork begins, the full amount is owed.
Your Data
You own all right, title, and interest in all Data. Except as provided in the following paragraph, all such Data are deemed Confidential Information (defined below) and will not be used by H2R Market Research for any purpose other than to perform its obligations under these Terms. You represent, warrant, and covenant that (i) you have obtained or you will obtain all consents necessary, and (ii) that you have appropriate legal bases under applicable data protection laws for using and processing the Data in accordance with these Terms.
You hereby grant to H2R Market Research a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferable, perpetual, and irrevocable license to anonymize and aggregate the Data and use such anonymized and aggregated data (“Usage Data”) for our business purposes. We will own all right, title, and interest in Usage Data. Usage Data will not include personally identifiable information and will only be used on an aggregated basis with similarly anonymized data of other H2R Market Research customers. Usage Data will not be considered your Confidential Information.
Acceptable Use Policy
You will not do any of the following in connection with your use of the Services or Website:
1. Violate applicable law;
2. Reverse engineer or tamper with the security of the Services, Deliverables, or Website;
3. Resell the Services or permit third parties to use the Services, Deliverables, or Website without our prior written consent;
4. Make unauthorized copies of any content in the Services, Deliverables, or Website;
5. Upload, send, or store malicious software or Data;
6. Upload Data that infringes any copyrights, trademarks, patents, trade secrets, or other intellectual property rights;
7. Upload binary files or executable code;
8. Perform vulnerability tests, network scans, penetration tests, or other investigative techniques on our software, Services, Deliverables or Website; and
9. Use the Services to collect Data without appropriate authorization.
You must comply with all applicable laws, rules, regulations, and guidelines, including those governing privacy, data protection, and spam. Spam includes unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from you or another sender on whose behalf you are acting. In plain words, you agree not to send spam.
If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, and you will not use the Services in a way that would subject us to those specific regulations without our prior written agreement.
You may not make the Services available to, or use the Services for the benefit of, anyone other than you or your users. User accounts cannot be shared by multiple individuals, and each individual should have their own user account to use the Services. A “user” means your employee or other personnel who has been issued an individual password or other secured means of accessing the Services on your behalf.
H2R Market Research Software
We and our licensors own all right, title, and interest in and to the Services as delivered, all related Software and technology, the Deliverables (which, for the avoidance of doubt, do not include Data), all of our content provided in connection with the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to H2R Market Research. Nothing contained on this Website or these Terms should be construed as granting any license or right to use any trademark without our prior written permission.
Confidential Information
“Confidential Information” includes these Terms, orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential, and any other information, including visual and oral information, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity, and security of all Confidential Information. The above confidentiality obligations do not apply to information that: (a) was rightfully in such recipient’s possession or known to such recipient prior to receipt of such information; (b) is or has become public knowledge through no fault of the recipient; (c) is rightfully obtained by the recipient from a third party without breach of any confidentiality obligation; (d) is independently developed by employees or personnel of the recipient who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law, or valid court order (but only to the extent required to comply with such regulation, law, or order and, if permitted by applicable law, with advance notice to the discloser).
Indemnification
To the fullest extent allowed by law, you agree to indemnify, defend, and hold us, and our licensors and affiliates, our and each of their officers, directors, employees, and agents, successors and assigns, harmless from and against any and all claims and expenses, including reasonable attorneys’ fees, expert fees, and court costs arising from the Services and/or Deliverables provided by us. This indemnification expressly includes, and is not limited to, your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks, or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.
Termination
We reserve the right to suspend or terminate your use of the Website and the Services at any time (including by terminating any outstanding order), without notice, if you are found in violation of these Terms or any written agreement between you and us.
Following any termination, H2R Market Research will discontinue providing Services, and you will cease using Services. Within 30 days after the expiration or termination of each order, you will pay to H2R Market Research all outstanding undisputed fees due and owing as of the effective date of termination.
Limitations of Warranties
ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND MERCHANTABILITY, AND WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS WITH RESPECT TO ANY THIRD-PARTY CONTENT, EXPRESS OR IMPLIED.
EVERY REASONABLE EFFORT HAS BEEN MADE TO ASSURE THAT THE DATA CONTAINED IN DELIVERABLES REFLECTS THE MOST ACCURATE AND TIMELY INFORMATION AND IS BELIEVED TO BE RELIABLE. HOWEVER, YOU ACKNOWLEDGE THAT INFORMATION WITHIN DELIVERABLES IS BASED ON ESTIMATES, ASSUMPTIONS AND OTHER DATA DEVELOPED BY US FROM INDEPENDENT RESEARCH AND PRIMARY MARKET RESEARCH EFFORTS, GENERAL KNOWLEDGE OF THE INDUSTRY AND CONSULTATIONS WITH YOU. NO RESPONSIBILITY IS ASSUMED FOR INACCURACIES IN YOUR DATA GIVEN TO US OR ANY OTHER DATA SOURCE USED IN THE PREPARATION OF OUR DELIVERABLES. NO WARRANTY OR REPRESENTATION IS MADE THAT ANY OF THE PROJECTED VALUES OR RESULTS CONTAINED IN ANY DELIVERABLE WILL ACTUALLY BE ACHIEVED. THERE WILL LIKELY BE DIFFERENCES BETWEEN FORECASTED OR PROJECTED RESULTS AND ACTUAL RESULTS. FACTORS NOT CONSIDERED IN A DELIVERABLE MAY INFLUENCE ACTUAL RESULTS, AND YOU ACKNOWLEDGE IT IS NOT POSSIBLE TO ACCURATELY PREDICT ALL FUTURE EVENTS OR BEHAVIORS WITH COMPLETE CERTAINTY.
Limitation of Liability
WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES, DELIVERABLES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES, DELIVERABLES OR WEBSITE SHALL NOT EXCEED THE FEES YOU HAVE PAID US FOR OUR SERVICES RELATED TO ANY ORDER OR SIGNED PROPOSAL GIVING RISE TO SUCH CLAIM. H2R MARKET RESEARCH SHALL ONLY BE RESPONSIBLE FOR DIRECT ACTUAL DAMAGES PROVEN. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE, THE DELIVERABLES OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
Other Terms
Entire Agreement: These Terms and any other relevant terms in an order constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any order, the order will prevail. Any other terms, conditions, or policies from any other agreements, such as purchase orders, written communications, click-throughs, or oral communications, are null and void and have no binding effect on you or us.
Assignment: You are not permitted to sublicense the Services or assign the license to third parties without our prior written permission.
Choice of Law and Forum: These Terms and any order will be governed by the substantive and procedural laws of the State of Missouri the United States without regard to conflicts of laws provisions thereof. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be in the state and federal courts located in Springfield, Missouri and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
Modifications to this Agreement: We may modify these Terms at any time by posting a revised version on this website (www.H2R Market Research.com/terms-of-service) or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message, whichever is earlier. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.
Severability: If any of these provisions is held invalid, illegal, or unenforceable, such provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions will not be affected or impaired.
Waiver: Our failure to enforce strict performance of any provision hereof does not constitute a waiver of the right to subsequently enforce such provision.
Third Party Beneficiaries: Except for your indemnification obligations to the persons listed, these Terms create no rights for third-party beneficiaries.
Cumulative Remedies: Except as expressly set forth herein or in any order, the rights and remedies provided hereunder are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.
Construction: Unless the context requires otherwise, as used herein, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereto,” and similar words refer to these Terms and any orders or executed proposals entered into hereunder.
Last Modified March 25, 2019