Access to the Service by the End Users shall be governed by the UserVoice End User Terms of Service, which may be amended from time to time as described therein UserVoice End User Terms of Service (“UserVoice End User Terms”).
Account Holder shall be solely responsible for the payment of, and shall pay and indemnify UserVoice against, all applicable federal and state taxes, and payments to UserVoice under this Agreement (except for taxes assessed on UserVoice’s net income) within 30 days upon Account Holder’s receipt of an invoice from UserVoice, unless otherwise specified in Account Holder’s Order Form. Notwithstanding the foregoing, in certain states where UserVoice is responsible under state laws for the collection and payment of applicable sales taxes, UserVoice may invoice Account Holder for such state sales taxes, unless otherwise agreed to by the parties in writing.
Account Holder access and use the Service under this Agreement, including the number of End Users accessing the Service, are subject to usage limits and restrictions, which are set forth in Account Holder’s Order Form and/or the Account Holder’s Admin Console. Account Holders can check their current and last month usage from within their Admin Console. Account Holder agrees to use the Service within the stated usage limits. All usage in excess of the stated limits will be subject to additional monthly spend requirements. It is Account Holder’s responsibility to ensure that Account Holder does not exceed those limits and restrictions. UserVoice’s failure to enforce any usage limits or excess spend requirements shall not constitute a waiver of any such limits or spend requirements or any other provision of this Agreement. UserVoice has the right, but not the obligation, to monitor or remotely audit the use of the Service.
UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, USERVOICE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION THE SERVICE, THE USERVOICE PLATFORM, OR THE API, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. USERVOICE DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICE, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. ACCOUNT HOLDER SHOULD NOTE THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURES THAT ARE NOT UNDER USERVOICE'S CONTROL (SUCH AS A THIRD-PARTY SERVERS). USERVOICE MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURES.
EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AGGREGATE FEES DUE BY ACCOUNT HOLDER TO USERVOICE HEREUNDER DURING THE PRIOR 12 MONTHS.
“Confidential Information” shall mean (a) all Account Holder Information; and (b) any information generally understood to be confidential in nature or designated as such by either party, but shall not include information that: (a) is independently developed by the receiving party without access to the other party's Confidential Information; (b) becomes publicly known through no breach of this Agreement by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a legal or governmental authority. Each Party shall safeguard and keep confidential all Confidential Information that is disclosed by the other using at least the same degree of care the recipient uses to safeguard its own Confidential Information, but shall not use less than a reasonable degree of care. Neither party shall, subject to the license expressly granted herein, use, sell or disclose any Confidential Information of the other party except as specifically contemplated herein. Notwithstanding the foregoing, either party may disclose the other party’s Confidential Information solely as necessary to comply with applicable laws, rules, or regulations; provided, however, that such party shall immediately notify the other party in writing of such requirements so that a protective order or other appropriate remedy can be sought, shall cooperate in such efforts at such other party’s expense, and shall comply with any protective order such other party may procure.
UserVoice reserves the right to modify these terms from time to time without notice. Your continued usage of the Service constitutes your acceptance of these terms. Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder, to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. UserVoice and Account Holder are independent contractors, and neither UserVoice nor Account Holder is an agent, representative, employer, employee, or partner of the other. UserVoice and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between UserVoice and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. UserVoice and Account holder agree that any disputes relating to this Agreement will be heard in the in the federal or state courts located in Wake County, North Carolina, and both parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Any notices under this Agreement shall be sent to UserVoice by electronic mail at firstname.lastname@example.org or nationally recognized express delivery service at 234 Fayetteville St, Fl 3, Raleigh, NC 27601, and such notice shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.
If you are an employee of the federal government of the United States and are using UserVoice for official government work, the TOS is amended as follows: Amendment to UserVoice Terms of Service.