Terms of Service

Terms of Service

Last Updated: Jan 1, 2019

INTOUCH INSIGHT INC. TERMS OF SERVICE

This is a legal agreement between you and Intouch Insight Inc. (referred to in these Terms of Service as “Intouch”)

1.1 IMPORTANT: INTOUCH PROVIDES YOU ACCESS TO CERTAIN SERVICES, PRODUCTS AND FUNCTIONALITY MADE AVAILABLE VIA THE WEBSITE intouchinsight.com or intouchsurvey.com AND ANY SUBDOMAINS (THE “WEBSITE”) (COLLECTIVELY, THE “SERVICES”) ONLY IF YOU ACCEPT ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (“TERMS OF SERVICE”). YOU SHOULD CAREFULLY READ THESE TERMS OF SERVICE AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH THEM OR DO NOT WANT THEM BINDING ON YOU, YOU SHOULD IMMEDIATELY CEASE YOUR ACCESS TO THE WEBSITE AND THE SERVICES.

1.2 You represent and warrant that you have the legal capacity to form a binding contract with Intouch, and are doing so by your agreement to these Terms of Service. You agree to have this Agreement and any related information made available to you, and to otherwise have communications between you and Intouch, occur electronically.

1.3 You agree to comply with all applicable federal, state, provincial and local laws and regulations that may govern your access to and/or use of the Services (including, without limitation, with respect to intellectual property, privacy, data protection, export and import regulations, and commercial electronic messages), and to respect all applicable third-party rights.

1.4 This version of the Terms of Service was last updated, and are effective as of, the Last Updated date” indicated above. If Intouch makes material changes to these Terms of Service, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://www.intouchinsight.com/terms-of-service/. Use of the Services in the future may require you to agree to a new version of these terms that has been amended or modified by Intouch in its sole discretion.

1.5 All rights not expressly granted to you by these Terms of Service are reserved to Intouch.

2. DEFINITIONS

2.1 For the purposes of this Agreement:

(a) “Intouch content” means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by Intouch or Intouch licensors and made available or accessed through the Website or the Services;

(b) “Intouch Representatives” means Intouch and its business partners, licensors, agents, content providers (not including you), service providers, employees, officers, directors and representatives;

(c) “Organization” means a group of locations, franchises or other such grouping that are associated by you through the Services;

(d) “your Account” means the user account you must register for in order to use the Services, including, without limitation each Organization, if any, that you create and/or manage through the Services; and

(e) “your content” means any text, sound, photos, graphics, recordings, software, documentation, images or other material of any kind or nature which you post, upload, or otherwise share on or through the Services, and with respect to every Organization, if any, that you create within the Services, all content of those users whom you invite into, or allow access to, such organization(s) shall form part of “your content”.

3. OWNERSHIP

3.1 The Website and Services are licensed, not sold. Your right to use the Website and the Services is, subject to these Terms of Service and is limited, non-sublicensable, non-exclusive, non-transferable, and revocable.

3.2 The Services, all Intouch content (including the selection, compilation, arrangement and presentation of all materials in same) (a) will remain at all times the sole and exclusive property of Intouch or, if applicable, its licensors, (b) is protected by United States, Canadian and international intellectual property laws, and (c) may not be used without the prior written consent of Intouch. The look and feel of the Website and the Service is Copyright © 2019 Intouch Insight Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from Intouch.

3.3 You retain ownership of all of your content. Your profile, data uploaded or collected remain yours. However, by setting any of your content to be viewed publicly or shared with other users, you agree to allow others to view your content. By posting, uploading, or sharing your content, you grant Intouch a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to access, use, and display your content in connection with the provision of the Services.

3.4 Subject to any applicable law (and, in the case of personal information, the relevant Section of this Terms of Service), any communications that you send to Intouch regarding the Services or the Website or which are sent to you via the Website or the Services whether solicited by Intouch or otherwise, are on a non-confidential basis, and Intouch is free to use and disclose the content of any such communication, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing, creating and/or marketing goods and services (including the Website and the Services). You agree to not assert any ownership right of any kind in such communications (including copyright, trade-mark, patent, unfair competition, moral rights, or implied contract). If you send any unsolicited idea, suggestion or other material in any format (“submissions”), to Intouch, you automatically grant to Intouch and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the submissions or any ideas, concepts, know-how or techniques associated with the submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us or our successors or assigns. You irrevocably waive, in favour of Intouch, its successors, licensors and licencees (including all users), all author’s moral rights in your content and submissions (including the right to be associated with your content or submission) upon submission. You also irrevocably waive the right to receive any financial or other consideration in connection with your content and/or submissions.

4. USE OF THE WEBSITE AND THE SERVICES

4.1 You must follow the instructions found in any documentation for the Website or the Services relating to the proper use of the Services.

4.2 Use of the Website and the Services may require Internet and data access for which you shall be responsible and subject to your Internet access provider terms and conditions of use. In no event shall Intouch be liable for any Internet or data access fees or other charges incurred by you in connection with your use of the Website or the Services. Any such fees and charges shall be your sole responsibility.

4.3 Intouch does not pre-screen content (including your content), but Intouch and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any content (including your content) that is available via the Services.

4.4 The Website and the Services may be used only for lawful purposes and in a lawful manner. In using the Website and the Services, you agree not to do any of the following:

(a) threaten any person with violence;

(b) use hateful, abusive, harassing, libelous, or obscene language towards any person;

(c) post any material that infringes or violates any third party’s copyright, trade-mark, trade secret, privacy, or other proprietary or property right;

(d) copy any Intouch content onto your own or any other website;

(e) post any material which promotes illegal activity, could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation or this Agreement;

(f) use the Website or the Services to send any commercial electronic messages that are not permitted pursuant to applicable law including, without limitation, commercial electronic messages which you do not have consent to send, as well as any spam, chain letters, junk mail, or any other type of unsolicited mass e-mail or SMS;

(g) use the Services to distribute viruses or other harmful, disruptive, or destructive files;

(h) use the Website or the Services in violation of Intouch’s or any third party's intellectual property or other proprietary or legal rights;

(i) use or attempt to use another person’s account;

(j) disrupt or interfere with the security of, or otherwise abuse, the Services, or any servers or networks connected to the Services;

(k) attempt to obtain unauthorized access to the Website or the Services or any part thereof (including Organizations which you are not authorized to access);

(l) impersonate another person;

(m) share with any minor any content or materials inappropriate for children, or allow any minor access to such materials;

(n) systematically harvest data from the Services, or programmatically register accounts on the Services;

(o) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

(p) modify or make derivative works based upon the Website or the Services, or any portion thereof;

(q) “frame” or “mirror” any Intouch content on any other server or wireless or Internet-based device;

(r) reverse engineer or access the Services, including in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services, or (iii) copy any ideas, features, functions or graphics of the Website or the Services;

(s) rent, lease, lend, sell, redistribute or sublicense the Services;

(t) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website, any as part of the Website or the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);

(u) engage in any commercial or promotional distribution, publishing or exploitation of the Website or the Services;

4.5 Support for the Intouch Services is only available in English, via email, telephone or such in-product communication as is made available by Intouch from time to time. Intouch reserves the right to modify, discontinue or add to its support services at any time for any reason.

4.6 You may not use Intouch subdomains in violation of Intouch's trademark or other rights or in violation of applicable law. Intouch reserves the right at all times to reclaim any Intouch subdomain without liability to you.

4.7 You understand that the technical processing and transmission of the Services, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4.8 If your plan contains bandwidth or file or data storage limits the following provision applies: we reserve the right to immediately disable your Account if your limits are exceeded until such time as the storage usage is brought below the allowable limit or until additional storage fees are agreed upon and paid.

5. YOUR ACCOUNT

5.1 You acknowledge that the Services currently allow you, using your Account, to access and use the Services as a member of the Organization of another user, or to create and manage your own Organization(s). Where you create your own Organization, you will be responsible for the content of those users whom you invite into or otherwise allow to join your Organization. Notwithstanding that you may use the Services as part of another user’s Organization, in all instances, you will remain fully responsible for your own acts and omission and the content that you submit through the Services.

5.2 The Services may only be available to you upon registration for your Account. By registering, you represent and warrant to Intouch that: (a) you are 18 years of age or older and of at least the age of majority in the jurisdiction where you reside as of the time you register with Intouch; (b) all information provided by you to Intouch during the registration process is truthful, accurate and complete; (c) you will comply with all terms and conditions of these Terms of Service, and (d) you are a human or a corporate legal entity, accounts registered by “bots” or other automated methods are strictly prohibited.

5.3 As a registered user, you agree to maintain and promptly update your registration data (including your full legal name, a valid email address and all other information requested in order to complete your Account registration/sign up process) as necessary to keep it true, accurate, current and complete. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. You will be required to designate one or more administrative user accounts which will have the ability to issue logins (user name and password) for separate users up to the number of distinct authorized users as contemplated in your plan. One person or legal entity may not maintain more than one free account and is only eligible for one Free Trial (as defined below) period to the extent that Free Trials are offered by Intouch.

5.4 Intouch and its service providers will rely on the information you and your authorized users provide. You will be responsible for any and all loss, damage, or additional costs that Intouch and/or all Intouch Representatives may incur as a result of your or any of your authorized users submission of any false, incorrect or incomplete information or your failure or your authorized users to update your registration or other information that you submit via the Website or the Services. You acknowledge that you will be solely responsible for any loss resulting from any unauthorized use of your Account by you and/or each of your authorized users. You agree to immediately notify Intouch of any unauthorized use of your Account. You acknowledge and agree that you are solely responsible for verifying and maintaining the confidentiality, protection, and security of your Account information, including account numbers, user names, and passwords. All liability relating to password management resides with you and under no circumstances, including negligence or misconduct, will Intouch or Intouch Representatives be liable for any damages that result from the use of your Account.

6. API TERMS

You may access your Account data via an Application Program Interface (API). Any use of the API, including use of the API through a third-party product that accesses Intouch, is subject to, and must comply with, these Terms of Service including, without limitation, the following specific terms:

6.1 You expressly acknowledge and agree that Intouch shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Intouch has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.

6.2 Abuse or excessively frequent requests to Intouch via the API may result in the temporary or permanent suspension of your Account access via the API. Intouch, in its sole discretion, will determine what constitutes abuse or excessive usage of the API. Intouch will make a reasonable attempt via email to warn you prior to suspension.

6.3 Intouch reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

7. ACCOUNT CANCELLATION AND TERMINATION

7.1 If you breach any provision of these Terms of Service, then you may no longer use the Website or the Services and you may have your Account cancelled. Intouch, in its discretion, shall determine whether these Terms of Service have been violated.

7.2 Intouch, in its discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Services, or any other Intouch service, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your Account and your access to your Account. Intouch reserves the right to refuse service to anyone for any reason at any time.

7.3 Upon the cancellation or termination of your Account, your Content may be deleted upon the expiration of thirty (30) days from the date of cancellation or termination unless you request in writing, prior to the expiration of such period, that Intouch provide you with a copy of your content in a mutually agreed format. Where you make such a request Intouch may agree with you in writing to preserve your content for a reasonable time and to provide you with a copy of your content in a mutually agreed format for such reasonable additional fee as Intouch may determine. Where Intouch does not agree to preserve your content, it may be deleted as per the foregoing.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 NO DATA TRANSMISSION OVER THE INTERNET CAN BE GUARANTEED TO BE 100% SECURE AND AS A RESULT, INTOUCH CANNOT ENSURE OR WARRANT THE SECURITY OF ANY INFORMATION OR YOUR CONTENT THAT YOU TRANSMIT TO INTOUCH.

8.2 THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

8.3 THE WEBSITE AND THE SERVICES DO NOT PROVIDE ANY FINANCIAL, TAX OR SECURITIES ADVICE.

8.4 INTOUCH AND THE INTOUCH REPRESENTATIVES CANNOT AND DO NOT GUARANTEE AND DO NOT MAKE ANY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM, ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF: (a) MERCHANTABILITY, (b) FITNESS FOR A PARTICULAR PURPOSE, (c) NON-INFRINGEMENT, (d) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (e) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (f) THAT DEFECTS OR ERRORS, IF ANY, WILL BE CORRECTED, (g) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR (h) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. YOU UNDERSTAND THAT ANY ACCESS TO, USE OF, MODIFICATION TO OR RELIANCE ON THE WEBSITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.

8.5 You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use, or that of any Person using a login associated with your Account, of the Website or the Services, your breach of these Terms of Service, your violation or infringement of the rights of others, or your violation of any applicable civil or criminal law. Intouch disclaims, on its behalf and on behalf of all Intouch Representatives any and all responsibility and liability regarding all such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Website and the Services.

8.6 Intouch may investigate occurrences which may involve violations of applicable laws, and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations. Intouch reserves the right at all times to disclose any information (including your personal information) regarding your usage of the Website or the Services, in each case as may be permitted or required by applicable law, including as necessary to satisfy any request authorized by applicable law.

8.7 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL INTOUCH OR ANY INTOUCH REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE OR THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF ANY INTOUCH REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF INTOUCH OR THE INTOUCH REPRESENTATIVES EXCEED, IN THE AGGREGATE, THE AMOUNT OF THE FEES PAID BY YOU TO INTOUCH FOR THE ONE (1) MONTH BILLING PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO YOUR CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.8 Certain links in the Website or the Services may take you to other websites. Intouch Representatives are not responsible for the content of any such linked pages and make no representations or warranties regarding, and do not endorse or approve, any linked websites, the information appearing thereon or any of the products or services described. Your use of any such linked website is at your own risk.

9. INDEMNITY

9.1 You agree to indemnify, defend, and hold harmless all Intouch Representatives, from any and all claims and expenses, including reasonable legal fees, arising out of your use of the Website or the Services or from your content, including your violation of these Terms of Service. Intouch may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by Intouch shall not excuse any of your indemnity obligations.

10. PRIVACY

10.1 The Services and the Website do not collect information about you other than your registration details. You acknowledge and agree that all personal information collected by Intouch in connection with your use of the Website and the Services is voluntarily and directly provided (e.g., uploaded) by you. You agree that Intouch may use that personal information to facilitate and support your use of the Website. You acknowledge and agree that your use of the Website and the Services shall not involve the collection and use of your personal information or that of other data subjects and you shall not use the Services or the Website to do so.

10.2 For more information about Intouch’s privacy practices, see https://www.intouchinsight.com...

11. GOVERNING LAW

11.1 These Terms of Service are governed and will be construed in accordance with the laws applicable and in force in the Province of Ontario, Canada and the federal laws of Canada applicable therein. You hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of these Terms of Service, or to the Services, or to the Website.

12. LANGUAGE

12.1 The parties confirm hereby that they each require that this agreement and all documents and notices in connection therewith be drawn up in English. Les parties reconnaissent par les présentes que chacune d’elles a exigé que cette convention et tout document ou avis y afférent soient rédigés en anglais.

13. GENERAL

13.1 Intouch can be contacted at help@IntouchInsight.com.

13.2 If for any reason a court of competent jurisdiction finds any provision of these Terms of Service or any portion thereof to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of these Terms of Service shall continue in full force and effect.

13.3 No waiver to these Terms of Service shall be effective unless set out in writing. Any failure by Intouch to insist upon or enforce strict performance of any provision of these Terms of Service or any right shall not be construed as a waiver of any such provision or right.

13.4 You and Intouch are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms of Service or the use of the Website or the Services.

13.5 Nothing in these Terms of Service, whether express or implied, is intended to confer any rights or remedies under or by reason of these Terms of Service on any person, other than Intouch and you and their respective permitted successors and assigns, nor is anything in these Terms of Service intended to relieve or discharge the obligation or liability of any third person to any party, nor give any third person any right of subrogation or action against any party.