UserVoice Service, Platform, and API
Account Holder’s End Users.
Access to the Service by Account Holder’s End Users shall be governed by the UserVoice End User Terms of Service (“UserVoice End User Terms”).
Terms of Payment.
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.
The term of this Agreement shall be as set forth in a written agreement between the parties (the “Term”). Unless otherwise agreed to in writing, the subscription term and the term of this Agreement shall automatically renew (the “Automatic Renewal”) on the first day following the end of the current subscription term (the “Renewal Date”). Account Holder may cancel such Automatic Renewal by terminating the subscription and this Agreement as set forth herein or by providing written notice, at least 30 days prior to the Renewal Date, that Account Holder does not wish to renew the subscription.
Either Party may terminate this Agreement in the event that the other party breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof. In the event that UserVoice terminates due to Account Holder’s breach, (a) Account Holder will remain liable for any amount due under this Agreement (adjusted on a pro rata basis, if applicable) and (b) UserVoice will destroy all Account Holder Data in its possession after giving Account Holder a reasonable opportunity to download such data for a period of 60 days.
Account Holder may terminate this Agreement and its subscription to the Service by providing UserVoice with written notice of termination. In the event of any such termination, Account Holder will not be entitled to a refund of prepaid subscription fees; and UserVoice will destroy all Account Holder Data in its possession after giving Account Holder a reasonable opportunity to download such data for a period of 60 days.
Intellectual Property Ownership and Licenses
UserVoice Ownership Rights. UserVoice and its licensors shall own and retain all right, title, and interest in and to the Service, UserVoice Platform, and APIs. UserVoice hereby grants to Account Holder a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service, the UserVoice Platform, and the API during the Term in order to use the UserVoice Service and as expressly provided hereunder. Account Holder agrees not to copy, alter, modify, or create derivative works of the UserVoice Platform or API or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. UserVoice does not grant to Account Holder any license, express or implied, to the intellectual property of UserVoice or its licensors.
Login and Hosting Restrictions. Account Holder acknowledges and agrees that Account Holder’s login information for the Service (e.g., username and password), including without limitation login information provided to individuals who Account Holder invites to be administrators or agents on Account Holder’s account, may be used by only one person, and use of a single login for the Service by multiple people is strictly prohibited. For the avoidance of doubt, Account Holder agrees that it shall not host the Service, including without limitation any UserVoice widget or track.js code, on its own or any third party servers. Notwithstanding anything to the contrary contained herein, the parties agree that if Account Holder violates the provisions of this Subsection (B), UserVoice shall have the right to terminate this Agreement with 10 days written notice.
Account Holder Data. As between UserVoice and Account Holder, Account Holder shall retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information transmitted by Account Holder or its end users to UserVoice in connection with the Service, including any ideas or inventions contained therein (collectively, the “Account Holder Data”), provided, however, that Account Holder hereby grants to UserVoice a worldwide, royalty-free, non-exclusive license to use during the Term the Account Holder Data solely for the purposes of fulfilling its obligations to Account Holder hereunder and to generate backend reports, graphs, and other materials for internal use in UserVoice’s day-to-day operations of the Service. Notwithstanding the foregoing, “Account Holder Data” does not include non-identifiable aggregate data compiled by UserVoice for purposes of improving, maintaining, and/or optimizing the Service.
Account Holder Logos and Designs. Account Holder shall retain all right, title and interest in and to all of Account Holder’s logos, promotional graphics and related marketing designs (collectively, the “Account Holder Art”); provided, however, that Account Holder hereby grants to UserVoice a worldwide, perpetual, royalty-free, fully sublicenseable, non-exclusive license to use the Account Holder Art, as well as Account Holder’s corporate and/or trade name for purposes of marketing UserVoice’s products and services to third parties, subject to Account Holder’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).
UserVoice respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who UserVoice, in its determination, believes have repeatedly infringed others' rights. If Account Holder or any of its end users believes that its work has been copied in a way that constitutes copyright infringement, or its intellectual property rights have been otherwise violated, please provide the following information to UserVoice’s copyright agent via email to email@example.com or by mail to UserVoice, Inc., Attn: Copyright Agent, 121 2nd Street, 4th Floor, San Francisco, CA 94105:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that Account Holder claims has been infringed;
- Description of where the material that Account Holder claims is infringing is located on the site, including a url link;
- Account Holder’s address, telephone number, and email address;
- A statement by Account Holder that is has a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
- A statement by Account Holder, made under penalty of perjury, that the above information in Account Holder’s notice is completely accurate and that Account Holder is the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
Fair Usage Limits
The rights of Account Holder and End Users to access and use the Service under this Agreement 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. You agree 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 your responsibility to ensure that you do not exceed those limits and restrictions. UserVoice has the right, but not the obligation, to monitor or remotely audit the use of the Service.
New Customers (as of Jan 1, 2017)
Widget Impressions per Month 10,000,000 Portal Pageviews per Month 200,000 Per Minute API Requests 240
UserVoice Plans (as of August 22, 2016)
Plan Starter Bundle Launch Scale Widget Impressions 2,000,000 5,000,000 5,000,000+ Portal Pageviews 40,000 100,000 100,000+ Per Minute API Requests 120 120 240
Product Management Plans (as of April 13, 2016)
Plan Basic Premium Enterprise Widget Impressions 2,000,000 5,000,000 5,000,000+ Portal Pageviews 40,000 100,000 100,000+ Per Minute API Requests 240 480 480+
Customer Support Plans (as of April 13, 2016)
Plan Standard Enhanced Professional Widget Impressions 5,000,000 5,000,000 5,000,000 Portal Pageviews 100,000 100,000 100,000 Per Minute API Requests 120 120 120
Type of Plan Usage Limits Free Up to 10,000 portal pageviews and 500,000 widget embed impressions* per month, and 20 RPM API calls Paid Up to 100,000 portal pageviews and 5,000,000 widget embed impressions* per month, and 120 RPM API calls
All usage in excess of these limits will be subject to additional monthly spend requirements. Account Holder's can check their current and last month usage from within their Admin Console. UserVoice retains the right to modify the foregoing usage limits and/or to create new limits at UserVoice’s sole discretion. UserVoice’s failure to enforce at any time any of the foregoing usage limits shall not constitute a waiver of any such limit or of any other provision of this Agreement.
Representations and Warranties
Each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; (c) it has obtained and shall maintain throughout the all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and (d) it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws. Account Holder further represents and warrants that its chosen domain name (if any) as hosted on the Service (for example, "acme.uservoice.com") does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such domain name is otherwise in compliance with this Agreement. UserVoice reserves the right, in its sole discretion, to relocate Account Holder's hosted area within the UserVoice Platform to an alternate domain name on the Service if UserVoice has reason to believe Account Holder’s chosen domain name is in violation of this section.
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such party’s negligence or willful misconduct. Except in the case of UserVoice’s negligence or willful misconduct, Account Holder further agrees to indemnify and hold UserVoice and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying party’s defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
Disclaimers; No Warranties
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 OR CONDITIONS OF NONINFRINGEMENT, 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.
Limitation of Liability and Damages
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 Data; 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. , 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.
These Terms of Service may only be modified with the written consent of both Account Holder and UserVoice. 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 California, without giving effect to principles of conflicts of law. 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 121 2nd Street, 4th Floor, San Francisco, CA 94105, 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.
Amendment to Terms of Service Applicable to Governmental Users/Members
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.