Who We Are
Survey Better, (SBI), a division of BinaryStar Systems, Inc. is a cloud-based provider of survey, testing, forms-management, data processing and analytic services.
Our Privacy Statement describes what personal information we collect from you, how we use and protect it, and your rights and choices. Read the full [Privacy Statement] here.
Revised: May 19, 2020
Usage Rights and Restrictions
- Grant of License: SurveyBetter grants to Customer a non-exclusive, non-transferable, revocable world-wide right to use the Cloud Service including its implementation and configuration, Cloud Materials (as applicable) and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Cloud Service also apply to Cloud Materials and Documentation.
- Authorized Users. Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the Cloud Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Cloud Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.
- Acceptable Use Policy. With respect to the Cloud Service, Customer will not:
- disassemble, de-compile, reverse-engineer, copy, translate or make derivative works,
- transmit any content or data that is unlawful or infringes any intellectual property rights, or
- circumvent or endanger its operation or security.
- Verification of Use. Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and volume. SurveyBetter may monitor use to verify compliance with Usage Metrics, volume and the Agreement.
- Third party Web Service. The Cloud Service may include integrations with web services made available by third parties (other than SurveyBetter Affiliates) that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third-party web services are not part of the Cloud Service and the Agreement does not apply to them.
- Suspension of Cloud Service. Survey Better may suspend or limit use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users. SurveyBetter will promptly notify Customer of the suspension or limitation. SurveyBetter will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.
- Provisioning. SurveyBetter provides access to the Cloud Service as described in the Agreement.
- Support. Survey Better provides support for the Cloud Service as referenced in the Order Form.
- Security. SurveyBetter uses reasonable technological measures to ensure confidentiality, integrity, and security of your information.
- Modifications. Services and SurveyBetter Policies may be modified by SurveyBetter. SurveyBetter will inform Customer of modifications by email, through the support portal, Documentation or the Cloud Service. The notification will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Cloud Service, which Customer may use subject to the then-current Documentation.
If Customer establishes that a modification is not solely an enhancement and materially reduces the Services, Customer may terminate its subscription to the affected Service by providing written notice to Survey Better within thirty days after receipt of SurveyBetter’s informational notice.
- Analyses. SurveyBetter or SurveyBetter Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Cloud Service and Consulting Services, as described below. Analyses will anonymize and aggregate information and will be treated as Cloud Materials. Unless otherwise agreed, personal data contained in Customer Data is only used to provide the Cloud Service and Consulting Services. Analyses may be used for the following purposes:
- product improvement and development of new SurveyBetter products and services.
- improving resource allocation and support,
- internal demand planning,
- training and developing machine learning algorithms,
- improving product performance,
- verification of security and data integrity
- identification of industry trends and developments, creation of indices and anonymous benchmarking.
Customer and Personal Data
- Customer Data. Customer is responsible for Customer Data and entering it into the Cloud Service. Customer grants to SurveyBetter, its Affiliates and sub-contractors a nonexclusive right to process Customer Data solely to provide and support the Cloud Service.
- Personal Data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
- Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Cloud Service. Customer will not conduct or authorize penetration tests of the Cloud Service without advance written approval from SurveyBetter.
- Access to Customer Data
- During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case SurveyBetter and Customer will find a reasonable method to allow Customer access to Customer Data.
- Before the Subscription Term expires, if available, Customer may use SurveyBetter self-service export tools (as available) to perform a final export of Customer Data from the Cloud Service. Alternatively, Customer may request Customer data export through a support ticket.
- At the end of the Agreement, SurveyBetter will delete the Customer Data remaining on servers hosting the Cloud Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
- In the event of third-party legal proceedings relating to the Customer Data, SurveyBetter will cooperate with Customer and comply with applicable law (both at Customer expense) with respect to handling of Customer Data.
Fees and Taxes
- Fees and Payment. Customer will pay fees as stated in the Order Form. After prior written notice, SurveyBetter may suspend Customer’s use of the Cloud Service until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable.
- Taxes. Fees and other charges imposed under an Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than SurveyBetter income and payroll taxes. Customer must provide to SurveyBetter any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If SurveyBetter is required to pay taxes (other than its income and payroll taxes), Customer will reimburse SurveyBetter for those amounts and indemnify SurveyBetter for any taxes and related costs paid or payable by SurveyBetter attributable to those taxes.
Term and Termination
- Term. The Subscription Term is as stated in the Order Form
- Termination. A party may terminate the Agreement:
- upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty-day period, or,
- as permitted under SurveyBetter Responsibilities section 4 b, Warranties Remedy 3.b, or SurveyBetter fails to meet service levels under System Availability 4.c or under Third Party Claims 1.c, with termination effective thirty days after receipt of notice in each of these cases.
- immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or other wise materially breaches confidentially or assigns the Agreement to another party without the express written permission of SurveyBetter.
- Refund and Payments. For termination by Customer, Customer will be entitled to:
- refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination for any full-month period(s) remaining in the subscription term.
- a release from obligation to pay fees due for periods after the effective date of termination.
- Effect of Expiration of Termination. Upon the effective date of expiration or termination of the Agreement:
- Customer’s right to use the service and SurveyBetter Confidential Information will end.
- Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and
- termination or expiration of the Agreement does not affect other agreements between the parties.
- Survival. Non-disclosure and confidentiality clauses will survive the termination or expiration of this Agreement.
- Compliance with law
Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:
- In the case of SurveyBetter, the operation of SurveyBetter business as it relates to the Cloud Service, and,
- in the case of the Customer, the Customer Data and Customer’s use of the Cloud Service.
- Industry Practices
SurveyBetter warrants that it will provide the Cloud Service:
- In substantial conformance with its documentation; and
- with the degree of skill and care reasonably expected from a skilled and experienced provider of services substantially similar to the nature and complexity of the Cloud Service.
Customer’s sole and exclusive remedies and SurveyBetter’s entire liability for breach of the warranty will be:
- the re-performance of the deficient Cloud Service, and
- if SurveyBetter fails to perform, Customer may terminate its subscription for the affected Cloud Service. Any termination must occur within two months of SurveyBetter’s failure to re-perform
- System Availability
- SurveyBetter warrants to maintain standard industry availability to the Customer.
- Customer’s sole and exclusive remedy for SurveyBetter breach of service is to request a credit proportional to the outage period based on the Customer’s pricing plan. Customer may apply the credit to a future invoice for the Cloud Service or request a refund for the amount of the credit if no future invoice is due.
- In the event that SurveyBetter fails to meet service levels (i) for four consecutive months, or (ii) for five or more months during any twelve months period, or (iii) at a system availability level of at least 95% for one calendar month, Customer may terminate its subscriptions for the affected Cloud Service by providing SurveyBetter with written notice within thirty days after the failure.
- Warranty Exclusions
The warranties in 2 and 4 immediately above, will not apply if:
- the Cloud Service is not used in accordance with the Agreement or Documentation,
- any non-conformity is caused by Customer, or by any product or service not provided by SurveyBetter, or
- the Cloud Service was provided for no fee.
Except as expressly stated in this Agreement, neither SBI or its subcontractors shall have any liability to Customer or any other party because of the failure of the Cloud Service to perform. SBI does not warrant that the functions contained in the Cloud Service will meet licensee’s requirements or that the operation of the Cloud Service will be uninterrupted or error free. EXCEPT FOR THE WARRANTIES STATED HEREIN, SURVEYBETTER DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, ORIGINALITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THE WARRANTIES STATED IN THIS LICENSE ARE EXCLUSIVE. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of SBI or public forums in obtaining subscriptions for any Cloud Service.
Third Party Claims
- Claims Brought against Customer
SurveyBetter will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. SurveyBetter will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement SurveyBetter enters into) with respect to these claims.
- SurveyBetter’s obligations under this section will not apply if the claim results from Customer’s breach by use of the Cloud Service in conjunction with any product or service not provided by SurveyBetter, or use of the Cloud Service provided for no fee.
- In the event a claim is made or likely to be made, SurveyBetter may procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or replace or modify the Cloud Service to be non- infringing without a material decrease in functionality. If these options are not reasonably available, SurveyBetter or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other.
- Claims Brought Against SurveyBetter
Customer will defend SurveyBetter against claims brought against SurveyBetter and its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify SurveyBetter against all damages finally awarded against SurveyBetter and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
- Third Party Claim Procedure
- The party against whom a third-party claim is brought will notify the other party in a timely fashion, in writing of any claim and reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense.
- The party that is obligated to defend a claim will have the right to fully control the defense.
- Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
- Exclusive Remedy
The provisions of this section related to third party claims state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.
Limitation of Liability
- Unlimited Liability
Neither party will exclude or limit its liability for damages resulting from:
- the parties obligations under THIRD PARTY CLAIMS 1.(a) and THIRD PARTY CLAIMS 2.
- unauthorized use or disclosure of Confidential Informatio
- either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data,
- death or bodily injury arising from either party’s gross negligence or willful misconduct, or
- any failure by Customer to pay any fees due under the Agreement.
- Liability Cap
Subject to Limitation of Liability clause 1 and clause 3, the maximum aggregate liability of either party (or its respective Affiliates or SurveyBetter subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid for the applicable Cloud Service directly causing the damage for that twelve month period. Any “twelve-month period” commences on the Subscription Term start date or any of its’ yearly anniversaries.
- Exclusion of Damages
Subject to Limitation of Liability clause 1:
- neither party (nor its respective Affiliates or SurveyBetter’s subcontractors) will be liable to the other party for any special, incidental, consequential,, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages, and
- SurveyBetter will not be liable for any damages caused by any Cloud Service provided for no fee.
- Risk Allocation
The Agreement allocates the risks between SurveyBetter and Customer. The fees for the Cloud Service and Consulting Services reflect this allocation of risk and limitations of liability.
Intellectual Property Rights
- SURVEYBETTER Ownership
SurveyBetter, SurveyBetter’ Affiliates or licensors own all intellectual property rights in and related to the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to SurveyBetter and its licensors.
- Customer Ownership
Customer retains all rights in and related to the Customer Data. SurveyBetter may use Customer-provided trademarks solely to provide and support the Cloud Service.
- Non-Assertion of Rights
Customer covenants, on behalf of itself and its successors and assigns, not to assert against SurveyBetter and its Affiliates or licensors, any rights, or any claims of any rights, in any Cloud Service, Cloud Materials, Documentation, or Consulting Service.
All Content, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret (for password protected areas), and trademark law as well as other state, national and international laws and regulations and is owned by SurveyBetter and/or third parties. Except as expressly provided herein, SurveyBetter does not grant any express or implied right to you or any other user of the Cloud Services. The Cloud Services may also include the trade and/or service marks of other parties. Such third-party designations may not be used without the prior written permission of their respective owners.
Removing or altering the copyright notice on any Content of the Services is prohibited. SurveyBetter also owns a copyright in the Services as collective works and/or compilations, and in the selection, coordination, arrangement and enhancements of the Services Content.
- Use of Confidential Information
- The receiving party will protect all Confidential information of the disclosing party as strictly confidential to the same extent it protects its own Confidential information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those under this CONFIDENTIALITY clause. Customer will not disclose the Agreement or the pricing to any third party.
- Confidential information of either party disclosed prior to execution of the Agreement will be subject to the CONFIDENTIALITY clause.
- In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential information that:
- Is independently developed by the receiving party without reference to the disclosing party’s Confidential information,
- is generally available to the public without breach of the Agreement by the receiving party,
- at the time of disclosure, was known to the receiving party free of confidentiality restrictions,
- or the disclosing party agrees in writing is free of confidentiality restrictions.
Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that SurveyBetter may use Customer’s name in customer listings or in calls with its investors, or at times mutually agreeable to the parties, as part of SurveyBetter marketing efforts (including reference calls and stories, press testimonials, site visits and user-group meetings). Customer agrees that SurveyBetter may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with SurveyBetter.
Additional Terms and Conditions
U.S. Copyright and Infringement Claims. If you believe in good faith that your work has been reproduced or is accessible on the Cloud Services in a way that constitutes copyright infringement, please provide our designated agent with the following information in writing:
- identification of the copyrighted work or a representative list of copyrighted works claimed to have been infringed,
- identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material,
- your name, address and daytime telephone number and an email address if available, so that we may contact you if necessary.
- a statement that the information n the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a physical or electronic signature of a person authorized to act on behalf of the owner of the owner of the exclusive right that is allegedly infringed.
By Mail: BinaryStar Systems, Inc., d/b/a SurveyBetter
1640 Riverland Road, Fort Lauderdale, Florida 33312
Attn: Director, Legal Affairs
by Email: firstname.lastname@example.org
Upon receipt of a notice of claimed infringement (or any statement in conformance with 17 U.S.C ss 512(c )(3), we will expeditiously remove or disable access to the allegedly infringing content. We will terminate the privileges of users who repeatedly infringe copyright. Please note that United States law provides significant penalties for falsely submitting a notice of copyright infringement.
Trademarks: The names “SurveyBetter” “QuizSpace”, “QuizRiver”, “BinaryStar Systems” and “kqwzt” and all related names, logos, product and service names, designs and slogans are trademarks, tradenames and Service Marks of SurveyBetter or its affiliates or licensors. You must not use such marks without the prior written permission of SurveyBetter. All other names logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
User Submissions and contributions. SurveyBetter welcomes your feedback and suggestions about how to improve the Cloud Services, and allows public comments on some of the Services. Any ideas, suggestions, information, know-how, material or any other content (collectively “submissions”) received through the Services however, will be deemed to include a royalty-free, perpetual, irrevocable, non-exclusive right and license for SurveyBetter to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. You hereby waive any moral rights you may have to your Submissions. You represent that you have obtained the consent of all individuals who are identifiable in your Submissions, or of the individual’s parent or legal guardian if the individual is less than 18 years old, to include the individual’s likeness in your Submissions and for us to enjoy all of the rights and privileges that you grant to us under these terms.
Class Action Waiver
Governing Law and Jurisdiction:
You agree that this Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the State of Florida without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Fort Lauderdale, Florida. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement.
Limitation on Time to File Claims
Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
Additional Terms and Conditions
Force Majeure:Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
No Waiver:A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
Severability:If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
Electronic Signature:Electronic signatures that comply with applicable law are deemed original signatures.Regulatory Matters
Customer will not submit SurveyBetter Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Survey Confidential Information to countries, persons or entities if prohibited by export laws.
- Restricted Countries. Customer represents that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including but not limited to Afghanistan, Belarus, Burundi, Central African Republic, China (PR), Côte d’Ivoire, Crimea Region, Cuba, Cyprus, Democratic Republic of the Congo, Eritrea, Fiji, Haiti, Iran, Iraq, North Korea (PRK) and others on the CAPTA list without license authorization from the U.S. Department of State.
- Restricted Individual. Customer represents that it is not identified as a “Specially Designated National” by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) or placed on the U.S. Department of Commerce’s Denied Persons List.
All notices in connection with this Agreement shall be in writing in English and signed by or on behalf of the Party giving it (in the case of notice by e-mail, a notice signed electronically or a scanned copy of a signed original notice shall suffice). Notices by SurveyBetter relating to the operation or support of the Cloud Service may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the Order Form. Assignment. Without the express written consent of SurveyBetter, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. SurveyBetter may assign the Agreement to SurveyBetter Affiliates.
SurveyBetter may subcontract parts of the Cloud Service or Consulting Services to third parties. SurveyBetter is responsible for breaches of the Agreement caused by its subcontractors. Relationship of the Parties: The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
The Agreement constitutes the complete and exclusive statement of the agreement between SurveyBetter and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties. The Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if SurveyBetter accepts or does not otherwise reject the purchase order.
Rights not expressly granted
Any rights not expressly granted herein are reserved.
Your comments and concerns
If you have any questions about the practices of this site, or your dealings with this Web site, or Cloud Services, you can contact:
SurveyBetter, Incorporated, a division of BinaryStar Systems, Inc.
1640 Riverland Road Fort Lauderdale, FL 33312
United States of America
+1 954.791.8575 by phone
or email: email@example.com