CLIENT USE AGREEMENT EFFECTIVE OCTOBER 1, 2015 This Client Use Agreement governs the relationship between Mobile Surveys, Inc. (hereinafter “mSurvey”) and the Client. The parties hereto agree as follows: 1. The Client shall pay all fees as set forth in the mSurvey service package subscription documentation. 2. The grant of the subscription to the Client is nonexclusive. 3. mSurvey’s products shall be for the Client’s internal use only. The Client shall not grant a subscription, license, or sublicense for the use of mSurvey’s products to any third party, nor permit any third party to use mSurvey’s products. The Client shall not use mSurvey’s products in conducting surveys or performing services for any third party. 4. The Client shall not use mSurvey’s products to engage in any illegal, threatening, harassing, or unethical behavior. By way of example, and not limitation, the Client shall not use mSurvey’s products to: distribute materials belonging to any third party without such third party’s express permission; distribute pornographic materials or materials of a sexually explicit nature; distribute materials that contain profanity; distribute materials that are violent in nature, or contain inflammatory or hateful language; or distribute materials that disparage a person or persons based upon that person or persons race, ethnicity, religion, or sexual orientation. mSurvey shall in its sole and exclusive judgment determine if the Client has violated the terms of this Section 4. mSurvey’s determination shall be final. 5. Client shall not send communications to any individual who has not reached the age of majority in the jurisdiction in which such individual is located. 6. Client shall not send communications to any individual who has notified the Client that they do not wish to receive such communications or to be contacted. 7. THE CLIENT ACCEPTS MSURVEY’S PRODUCTS AND SERVICES, AND THE USE THEREOF, “AS IS”; “WITH ALL FAULTS”; AND “WITH ALL DEFECTS.” MSURVEY MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED. MSURVEY MAKES NO “WARRANTIES OF FITNESS FOR A PARTICUALR Page 1 of 3
PURPOSE” OR “MERCHANTABILITY” AND ANY SUCH WARRANTIES OF “FITNESS FOR A PARTICUALR PURPOSE” OR “MERCHANTABILITY” ARE HEREBY EXPRESSLY DISCLAIMED BY MSURVEY. 8. All intellectual property belonging to a party shall remain the sole and exclusive property of that party. Each party shall retain sole and exclusive ownership of its respective copyrights, trade names, trademarks, service marks, and logos. 9. Neither party may use the trade name, trademark, service mark, logo, other designation, or copyrighted material of the other party in its promotional or marketing activities, or for any other purpose, without the prior written approval of the owner thereof, provided, however, that mSurvey may include its logo and tagline in texts used in surveys. 10. Each party shall pay its own sales, use, value added, transfer, or other taxes. If required by law or regulation, mSurvey shall collect such taxes on behalf of the taxing authority. All taxes shall be in addition to Client subscription fees. 11. The parties hereto are independent contractors with respect to each other and nothing contained herein shall be construed to create the relationship of employer/employee, joint venture, partnership, agency, or association between the parties.
12. The Effective Date of this Client Use Agreement is October 1, 2015. This Client Use Agreement may be revised by mSurvey at any time, with or without notice to the Client. Any revision to this Client Use Agreement , and the new effective date thereof, shall be posted on the mSurvey website. The Client should check mSurvey’s website periodically to make sure it has the most current version of this Client Use Agreement . 13. The terms and conditions of the mSurvey’s Data and Information Security and Privacy Policies and Data and Information Security Protocols are incorporated herein. Copies of both documents can be found at: https://goo.gl/R5xGLE, https://goo.gl/CoVpca
14. The laws of the State of New York and of the United States of America shall govern this Client Use Agreement , without giving reference to the principles of conflict of laws thereof. Any dispute arising out of or relating to this Agreement, or its subject matter, not settled by the parties may be resolved only: (i) by the courts of the State of New York located in the County of New York; or (ii) if subject matter jurisdiction exists, by the United States Federal Court for the Southern District of New York Page 2 of 3
(collectively the “Courts”). Each of the parties hereby consents to the jurisdiction of such Courts in any action involving any dispute arising under this Client Use Agreement , and agrees not to commence or maintain any legal proceeding involving any such dispute in any other forum (other than to enforce a judgment obtained in such Courts). Furthermore, both parties agree not to contest jurisdiction or venue in any party or action commenced in the Courts, nor to assert in any such action the doctrine of forum non conveniens or the like. 15. If you require additional information about this Client Use Agreement please email us at: [email protected]
. mSurvey can also be reached by text message at+254 703348440. ###
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