Terms and Conditions

The Company provides various technology services, including but not limited to technology intended to assist Clients in survey authoring, targeting individuals (each a “Respondent” and collectively the “Respondents”), Respondent data acquisition, response analysis and other types of data collection, accessible through the Platform or other media, as appropriate (collectively, “Survey Services”). The Company may utilize Artificial Intelligence (“AI”) and machine learning technologies to enhance the Services, as set forth in more detail in our AI Privacy Principles. Clients have the option to opt-out of the use of their data for training AI models by contacting support at support@aytm.com. The Company also provides various professional services, including but not limited to, services intended to assist Clients in the acquisition, analysis, and reporting of their data (the “Professional Services”). As used herein, the term “Services” includes, as applicable, the Survey Services, the Professional Services, and any Deliverables (as defined below).

The term “Services” also includes any services set forth on an applicable purchase order, Statement of Work, Subscription Order or similar purchasing document (collectively, “Purchase Order”). A Purchase Order shall be deemed to have been accepted and be binding on both parties on the earlier of when Client: (a) executes and returns a Purchase Order to Umongous; (b) acknowledges acceptance of the Purchase Order by e-mail or any other commercially reasonable electronic means, by a person duly authorized by Client to execute the Purchase Order; (c) work has been started by Umongous at the direction of Client, including direction via email or some other recognized electronic means; or (d) Client has directed Umongous to place orders with its subcontractors in order to satisfy the Purchase Order.

Umongous hereby grants Client a limited, non-transferable, non-exclusive license to the Services as necessary for Client to use the Services in accordance with the terms and conditions herein and the applicable Purchase Order, if any.

In order to access and use certain services, features or functions of the Platform, we require you to register (“Registration”) as a subscriber of the Platform. You may only use the Platform if you are (a) at least 18 years of age and (b) not barred under any applicable laws from doing so.

For more information about subscriptions to the Platform, see the Platform Access section at Section 11 below.

If you are located in a country embargoed by the United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Umongous or use the Platform. You further agree to ensure that: (a) your agents and representatives do not use the Services in violation of any export restriction or embargo by the United States, and (b) you do not provide access to the Services to persons or entities on any of the foregoing lists.

You are solely responsible for the activity that occurs with your user ID (“User ID”). You agree to keep your account password secure. We are not liable for any harm caused or related to the theft or misappropriation of your User ID or password, or your authorization of anyone else to use your account or User ID. You agree to immediately notify Umongous if you become aware that there is or may have been any unauthorized use of your User ID or any other need to deactivate your User ID due to security concerns. You acknowledge and agree that you may be liable for the losses of Umongous or others due to such unauthorized use.

You may not use any computerized or automatic mechanism, including without limitation, any web scraper, offline reader, spider or robot, to access, extract or download any content, materials, software, code, design, text, scripts, images, audio and video material made available on the Platform (collectively, “Content”). You agree not to use or launch any automated system that accesses the Platform in a manner that sends more request messages to the Platform servers in a given period of time than a person can reasonably create in the same period by using a conventional on-line web browser. You will not take any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on the Platform infrastructure or interfere with the proper working of the Platform. Your use of a proxy server to mask your location constitutes a violation of these Terms.

Umongous makes no representation that any Content on the Platform is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or for import into any other country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States from which you may access the Platform.

By registering an account, you are explicitly granting us permission to use your name and/or company name and logo in promotional materials online and offline.

Your use of the Platform is subject to all applicable local, state, and national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your account. The Company reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Agreement. You shall not use, allow, or enable others to use the Platform, or knowingly condone use of the Platform by others, in any manner that is, attempts to, or is likely to further or promote any criminal activity or enterprise or provide instructional information about illegal activities.

If your use of the Platform and Services requires you to comply with specific regulations, you are solely responsible for such compliance, unless the Company agrees otherwise in writing. You may not use the Platform or any other Services in a way that would subject us to those specific regulations without the Company’s prior written agreement. The Company’s Services are general purpose and no specific compliance claims are made in this Agreement.

The Company reserves the right to restrict the number of emails which a one User may send to other Users in any 24-hour period. If you breach these Terms by sending unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Platform, you acknowledge that you will have caused substantial harm to the Company.

4.1 Pre-Existing IP. Subject only to the rights expressly granted under these Terms, each Party retains all rights, title and interests in and to any intellectual property rights that are owned by, or licensed or sublicensed to, such Party prior to or independent of this Agreement (the “Pre-Existing IP”). With respect to Umongous, the Pre-Existing IP includes, without limitation, the database constituting Umongous’s proprietary online panel (the “Panel”), and all proprietary platforms, technologies, techniques, know-how and processes relating to, or arising out of, the Panel; and all of Umongous’s intellectual property in existence prior to the Effective Date, including without limitation questionnaires, survey instruments, methodologies, algorithms and indices. Umongous grants Client a limited, non-exclusive license to use the Pre-Existing IP as strictly necessary to exploit the Services and any Deliverables as allowed for the duration of the Agreement. Upon termination of the Agreement, Client’s access to the Panel shall cease.

4.2 Research Data. Without limiting the foregoing, Client exclusively owns all right, title and interest in and to all of the research data (“Research Data”) entered into the Platform by Client, including survey questions, content uploaded by Client, Respondent information supplied as part of the survey responses, and survey responses. In addition, all reports and downloads derived from Client’s Research Data are also owned exclusively by Client.  Subject to the applicable limitations set forth herein (including in Section 4.3), all such Research Data is deemed Confidential Information (as defined below) and will not be utilized by Umongous for any purpose other than as allowed under this Agreement. Umongous agrees not to sell or make publicly available specific information about Client data, except as set forth herein and in the Umongous Privacy Policy or as required pursuant to a regulation, law or court order.

4.3 Responsible use of IP. The Client acknowledges and agrees that Umongous shall be entitled to a perpetual, irrevocable, royalty-free worldwide license to any information and data received or generated from the Client’s use of the Platform, Services and the Research Data in aggregate, anonymized form for the business purposes of Umongous, without limitation, for the enhancement of Umongous services, product development, and customer service.

4.4 Beta Features and Trial Access. Umongous may from time to time offer access to certain features or tools that are still in development, including beta versions or early-access features (“Beta Features”). These Beta Features are provided as part of an ongoing development process, and while we aim to offer valuable experience, they may not be fully refined or complete. The Company reserves the right to modify, suspend, or discontinue any Beta Features at any time without prior notice or liability. Your use of the Beta Features is subject to these Terms, and by participating, you agree to adhere to all of its applicable provisions. Although no fees are currently charged for access to the Beta Features, such use is governed by the same terms applicable to paid services where relevant. We encourage and welcome your feedback on Beta Features, and any feedback you provide will not be shared with any third party and will remain anonymized. By submitting feedback, you automatically assign all rights, title, and interest in the feedback to the Company, subject to the section on Ownership and Proprietary Rights (Section 4).

To the extent the Beta Features are ultimately refined and developed to an actual fee-for-service or other licensed use, the trial access to the Beta Features shall terminate, with or without notice, in the sole and absolute discretion of Company. From the date of termination of the Beta Features, both Client and Company shall have the right, but not the obligation, to enter into good faith discussions for the commercial terms (including without limitation fees and scope of use) associated with a fee-for-service or other licensed use.

4.5 Platform Content. Without limiting the foregoing, and with the exception of Research Data, the Platform, including without limitation all Content and trademarks, service marks and logos contained thereon (“Marks”), is owned by or licensed to Umongous and/or its affiliates, licensors, suppliers, service providers, promotional partners and/or sponsors. The Platform may also contain content of other users (“User Content”) and other third-party licensors to Company. Client agrees not to alter, delete or conceal any copyright or other notices contained on the Platform including notices on any Content or others’ User Content Client downloads, transmits, displays, prints or reproduces from the Platform. Umongous reserves all rights not expressly granted in and to the Platform and the Content. If Client downloads or prints a copy of its Research Data, Client is permitted to delete the Company name and logo. Client agrees not to circumvent, disable or otherwise interfere with security related features of the Platform or features that prevent or restrict use or copying of any Content or others’ User Content or enforce limitations on use of the Platform or the Content or others’ User Content therein.

4.6 Professional Services Deliverables. Any Professional Services provided to Client shall be outlined in either a written proposal or similar document or memorialized in an email or other written communication to Client from Umongous (each a “Scope of Work”).  Alternatively, and for the avoidance of doubt, the phrase “Scope of Work” is also used herein to refer to those instances for Services that may be enterprise or flex Subscriptions that are more ad hoc or bespoke in nature. The Parties agree that with respect to all custom developed documents, designs, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Umongous for Client pursuant to such writing (“Deliverables”), Client shall have a non-exclusive, non-transferable license to use such Deliverables for Client’s own internal business purposes, and/or as applicable, for the internal business of Client’s customers.

The term “Deliverables” shall not include any Content licensed to Client under this Agreement or any derivative works, modifications, or enhancements thereto. Client agrees that, notwithstanding anything to the contrary set forth herein:(i) Umongous shall retain ownership of and may use Deliverables, or portions thereof, in the context of other consulting engagements, provided that no personally identifiable information or Research Data belonging to Client is shared or revealed by or included within the portion of any Deliverable so used (by way of example, and without imposing any limitation, Umongous may use the same computer software code in multiple consulting engagements); (ii) as part of Umongous’s provision of the Professional Services, Umongous may utilize proprietary works of authorship, pre-existing or otherwise, that have not been created specifically for Client including without limitation software, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, code, records and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge or data, and any derivatives thereof, which have been originated, developed or purchased by Umongous or by third parties under contract to Umongous (all of the foregoing, collectively, “Umongous Information”); and (iii) Umongous Information and Umongous’s administrative communications, records, files and working papers relating to the Professional Services shall remain the sole and exclusive property of Umongous.

To the extent that Umongous incorporates any Umongous Information into the Deliverables, Umongous hereby grants to Client a non-exclusive, non-transferable license for Client’s internal use, or internal use of Client’s client, to use such Umongous Information solely in connection with Client’s use of the Deliverables in accordance with any limitations set forth in the applicable proposal or similar document. Umongous shall not, by this provision, be obligated to license to Client or provide to Client any third-party software necessary to use or access a Deliverable other than as specifically set forth in this Agreement.

4.7 AI Privacy Principles. We may use any data from the Client to train and improve our AI models unless the Client chooses to opt out. Clients can opt out by contacting support at support@aytm.com with the subject line “AYTM AI Opt-Out Request.”

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AI Features: AYTM uses advanced AI technologies for features like image response analysis, heatmaps, sentiment analysis, and survey authoring AI functionalities. These functionalities are optional, and clients can choose to exclude them from their surveys.

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Data Security: We maintain strict data separation protocols and implement technical controls to ensure client data privacy. The use of client data for AI training is conducted in compliance with ISO standards to ensure data security.

Client Choice: Clients can choose to exclude their data from helping train Umongous’s global models, ensuring it is only used to improve the experience within their own workspace.

4.8 Disclaimer of Warranties Regarding AI.  Any Services that may rely upon, contain, and/or result from generative AI or its related technologies, are subject to the applicable terms and conditions of this Agreement, including Section 12 below (Disclaimer of Warranties).  The Parties acknowledge and agree that AI is still a nascent, dynamic and rapidly evolving technology. As such, Services that may rely upon, contain, and/or result from generative AI, or its related technologies, can result in unintended errors, misstatements, faulty analyses or conclusions, generating outputs such as so-called hallucinations, response bias, incomplete results, and other similar, undesirable outcomes. For the avoidance of doubt, the Services (including those relating to AI) are provided “AS IS” and it is the responsibility of Client to identify errors in connection with the launch of any survey. Further, any analyses, decisions or conclusions  (including, without limitation, any outputs resulting from generative artificial intelligence) adopted by the Client, arising out of, or relating to, the Services are the sole responsibility of Client and AYTM makes no representation, warranty or covenant therewith.

Registered Users of the Platform may be granted the opportunity to submit, upload, post, display, transmit and/or exchange information, ideas, opinions, files, messages, transmissions and Content with Respondents (collectively “Posts”). As used herein, the term “User Content” also includes Posts. The Company reserves the right at all times but does not have the obligation to refuse to post or to remove any Posts made via the Platform, in whole or in part, that the Company deems inappropriate for any reason. The Company may also delete any Post that in the sole judgment of the Company violates these Terms or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person.

You represent and warrant that (a) you own the content included in any Posts submitted by you or otherwise have the right to do so; and (b) your Posts do not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person arising directly or indirectly from any Post submitted by you to or through the Platform.

We have the right to delete any Posts for any reason or no reason, including but not limited to service cancellation or violation of these Terms.

You submit Posts at your own risk, and you should not disclose or make available your personal information to other Users or Respondents. You understand that when using the Platform, you may be exposed to content from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety, appropriateness, or intellectual property rights of or relating to such content. You are solely responsible for the Posts and other User Content that you submit on or through any of the Platform, and any material or information that you transmit to other Users and for your interactions with other Users. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto.

Without limiting the foregoing, you represent, warrant, and covenant as follows:

a. your Posts will not contain libelous, tortious, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically  offensive information or imagery nor do they encourage conduct that would be considered a criminal offense, give rise to civil liability, violate  any law or otherwise unlawful or inappropriate information, infringe or  violate any third-party proprietary rights, including privacy and  publicity rights, unless you are the owner of such rights or have  permission from their rightful owner to post the material and to grant Company all of the license rights granted herein;

b. you have the written consent, release, and/or permission of each and every identifiable individual person in your public Posts to use the name or likeness of each and every such identifiable individual person;

c. when utilizing Respondents supplied by the Company, your Posts will be solely for the purpose of conducting research, not for direct marketing, sales, lead generation, propaganda, or advertising activities;

d. when utilizing Respondents supplied by the Company, you will not submit Survey  questions that seek to obtain personal information, including without  limitation the Respondent’s real name, physical address, email address,  social security number, driver’s license number, phone number,  personal/protected health information, as defined by The United States  laws, or the laws of the country where you reside or are citizen (“PHI”),  and the like, without prior written permission from the Company;

e. except with the Company’s express permission, you will not attempt to initiate contact or communicate with Respondents supplied by the Company beyond the  limited scope of your Posts and Surveys;

f. you will protect the privacy of Respondents to your Surveys and Posts in  accordance with the laws and regulations local to the regions, countries  and governments in which the Respondents reside as well as in accordance  with the laws and regulations of your local applicable laws and you accept  all liability and you indemnify and hold the Company harmless from any claims or fines resulting from your failure to protect the privacy of your Respondents;

g. you will bind any third party with whom you share the data from your Surveys and Posts to protect the privacy of Respondents to your Surveys and Posts in accordance with these Terms and with the laws and regulations local to the regions, countries and governments in which the Respondents reside as well as in accordance with the laws and regulations of those third party’s  local applicable laws and you accept all liability and you indemnify and  hold the Company harmless from any claims or fines resulting from an  alleged privacy violation born out of your sharing your Research Data with any third-party; and

h. you will not impersonate another person or otherwise misrepresent your affiliation with a person or entity, commit fraud, hiding or attempting to hide your identity.

If you receive Content from a Respondent that constitutes any video(s), films, video recordings, audio-visual works, audio recordings, screen sharing, screen grabs, photographs, images, and animated and/or motion pictures, their location, and combinations of any or all of the foregoing (“Respondent Content”), then we grant you a limited, non-exclusive, non-transferable license to use such Respondent Content solely for your own internal business purposes. You may not disclose, sublicense, rent, or otherwise disclose Respondent Content to any third party at any time, except to your customers that have specifically ordered such Content. You further acknowledge and agree that you are responsible for binding your customers to appropriate obligations which are no less restrictive than these Terms.

The commercial terms which apply to each aspect or component of the Services, including applicable fees, are described in the applicable proposal or similar document. All fees thereunder must be paid by Client to Umongous within thirty (30) days from the date of invoice.

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In addition to any other payments due under these Terms, you shall pay, and indemnify and hold Umongous harmless from, any sales, use, excise, import or export, value-added or similar tax or duty not based on Umongous’ net income, including any penalties and interest, as well as any costs associated with the collection or withholding thereof, and all government permit fees, customs and similar fees levied on the delivery of any Professional Services by Umongous to you. If you are required by any applicable law to deduct or withhold amounts otherwise payable to Umongous hereunder, you will pay the required amount to the relevant governmental authority, provide Umongous with an official receipt or certified copy or other documentation acceptable to Umongous evidencing the payment, and in the event Umongous is not entitled to a corresponding tax credit, Client shall pay to Umongous, in addition to the payment to which Umongous is otherwise entitled under these Terms, such additional amount as is necessary to ensure that the net amount actually received by Umongous free and clear of all taxes equals the full amount Umongous would have received had no such deduction or withholding been required.

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Amounts that are not paid when due will accrue interest from the due date until paid, at a rate equal to 1.5% per month or the maximum allowed by law, if less. Company reserves the right to suspend or discontinue the Services for late payment at any time. Notwithstanding the foregoing, the Parties will work in good faith to resolve any invoice or payment dispute.

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Clients who prepay (the "Prepayment") for the Services may, as part of the consideration of this Prepayment, receive various additional benefits, including but not limited to, the following: 1. Option for custom payment terms; 2. Reduced Rates; 3. Volume based discounts; 4. Onboarding & Training; 5. Sales & Enablement; 6. Sample & Service Bonus Funds; 7. Research Funds.

7.1 Notice. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent:

Umongous, Inc.

Attention: Legal Department

10000 Lincoln Drive East

Suite 201

Marlton, NJ, 08053

Telephone Number: 415-364-8601

Facsimile Number: 415-364-8601

E-mail Address: legal@aytm.com  

Please include the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

a. a  physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. identification of the copyrighted work claimed to have been infringed, or, if multiple  copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. identification  of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be  disabled and information reasonably sufficient to permit the service provider to locate the material;

d. information  reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, electronic mail;

e. a  statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its  agent, or the law; and

f. a  statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

7.2 Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to our Copyright Agent:

a. Your physical or electronic signature;

b. Identification  of the content that has been removed or to which access has been disabled  and the location at which the content appeared before it was removed or  disabled;

c. A  statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

d. Your  name, address, telephone number, and e-mail address, a statement that you consent to the arbitration provision of this Agreement, and a statement that you will accept service of notice from the person who provided     notification of the alleged infringement;

e. If a counter-notice is received by our Copyright Agent, we may send a copy of  the counter-notice to the original complaining party informing that person that he or she may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

The Company may conduct promotions on or through the Platform (“Promotions”).  Each Promotion may have additional rules (“Promotion Rules”) and, for purposes of each Promotion, these Promotion Rules will be deemed incorporated into and form a part of these Terms; provided, however, if there is any conflict between the Promotion Rules for any particular Promotion and these Terms, the applicable Promotion Rules shall govern for that Promotion.

We offer Users of the Platform the opportunity to distribute their Posts to their own customers, or other contacts, or any other list or panel of Respondents through our list survey service (“List Surveys”). Without limiting any other term or condition in these Terms, the following rules and considerations apply to our List Surveys:

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1. All List Surveys must clearly identify the User as the entity behind the Survey, unless an explicit written permission for an anonymous Survey is given by the Company;

‍2. Respondents in a List Survey cannot be guaranteed anonymity as to their identity and/or location;

‍3. List Survey results cannot be applied for purposes other than those asserted in the User Survey Submission;

‍4. You are solely responsible for ensuring that any contact list or respondent data you provide for a List Survey has been lawfully obtained and that its use in connection with the Services complies with all applicable privacy laws, rules, regulations, and relevant industry codes of conduct (such as INSIGHTS, ESOMAR, or MRS guidelines). By using List Surveys, you represent and warrant that you have obtained all necessary rights and consents to use the data as contemplated.

‍5. List Surveys may automatically create a map of the approximate location of each participating Respondent based upon the IP address associated with the Respondent.

‍6. Client is the controller with respect to any personal information collected by Client or provided to Company, and shall comply with all applicable privacy laws, rules, and regulations, and;

‍7. Company does not allow List Surveys to be used by you or User to access sample from other third-party panels without our express written approval. Further, any redirect links instituted by you or User constitute a violation of these Terms and both the survey and/or the Services will be immediately terminated in our sole and absolute discretion. For the avoidance of doubt, in the event of any such violations, no refunds or credits will be issued to you or Client.

The appearance, availability, or your use of third-party URLs or hyperlinks referenced or included anywhere on the Platform or any other form of link or redirection of your connection to, with or through the Platform, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of the Company, its affiliates or any of its respective officers, directors, employees, agents, representatives, licensors, suppliers, and service providers, successors and permitted assigns. We do not verify, endorse, or have any responsibility for, any such third-party sites, their business practices, or any goods or services associated with or obtained in connection with any such Platform, regardless of whether our Company logo or sponsorship identification is on the third-party site as part of a co-branding or promotional arrangement. If any third-party site obtains or collects personal information from you, in no event shall Umongous assume or have any responsibility or liability. Moreover, Umongous will not and cannot censor or edit the content of any third-party site. By using the Platform, you expressly relieve the Company from any and all liability arising from your use of any third-party Platform. Accordingly, we encourage you to be aware when you leave the Platform and to read the terms and conditions and privacy policy of each the websites or platforms  that you visit.

We engage third-partyentities to perform limited activities in connection with our Services. These subprocessors are listed on our Subprocessors Page. By using our Services, you acknowledge and agree to our use of subprocessors as outlined in our Terms of Service and Subprocessors Page.

11.1 Subscriptions. The Company offers subscription plans a self-service/DIY basis, separately also on an enterprise wide subscription for access to the Platform, and finally on a “flex” basis, which is combination of the self-service and enterprise service (each, a “Subscription”).  Each Subscription shall specify an agreed upon fixed-term  (the “Subscription Term” ) to be agreed upon in a Subscription order form (“Subscription Order Form”).

11.2 Subscription Renewal. The Subscription Term to the Platform shall automatically renew for a period of twelve (12) months from the first date of the Subscription Term (and shall thereafter automatically renew every subsequent twelve month period thereof) unless the Team Owner (as such term is defined below) gives at least thirty (30) days prior written notice of non-renewal to Umongous.  If the Subscription is not renewed prior to the expiry of the term of the Subscription, Client shall no longer have access to the Platform. The Client shall be responsible for downloading any and all of its Research Data from the Platform before expiry of the term of the Subscription.

11.3 Payment. In the event that you wish to purchase a Subscription, you hereby authorize the Company to charge your credit card or to charge your bank account by Automated Clearing House (“ACH”), which you hereby acknowledge was entered by you or another User, currently or previously associated with your account, into the paid subscription management page, widget, web form or by telephone, to pay for your subscription fees to the Platform, on a recurring basis as appropriate, at the then offered subscription rate that you selected. You can add any number of payment methods, such as Credit Cards/Debit Cards and ACH transfer information (collectively “Payment Method(s)”) to be available under your account for future use. The account numbers and sensitive financial account data, associated with your Payment Methods are collected, handled and stored directly by our payment processor and never transferred to or stored on our servers. You authorize the Company to charge your Payment Methods for any and all Services purchased by you. You can also add any number of budgets, internal containers for in-store credit (“Budget(s)”), that can be funded by one or more of your Payment Methods, or by Umongous as a gift or a credit/loan. You authorize the Company to charge your personal budgets for any and all Services purchased by you.

11.4 Shared Payment Methods and Budgets. If you are participating in a multi-user account (defined below), you may be able to share your Payment Methods with other Users (“Team Member(s)”). Once a Payment Method becomes shared, you or any Team Member, with admin privileges (“Team Admin(s)”) can give access to such a Payment Method to other Team Members. You agree to be personally liable for all charges made by you or other Team Members, using such Shared Payment Methods. We reserve the right to disable this and other Payment Methods and Budgets sharing features on any account. You may be able to share your Budgets with other Team Members. Once a Budget becomes shared, you or any Team Admin(s) can give access to such a Budget to other Team Members. You agree to be personally liable for all charges made by you or other Team Members, using such Shared Budgets.

11.5 Linked Payment Method. You may be able to link a Payment Method to a Budget, License, a recurring service or an add-on (“Linked Payment Method”). When you or an authorized Team Member attempts to use the Budget to pay for a Service in excess of the available balance on the Budget, the Linked Payment Method will be used to cover the difference. You agree to be personally liable for all charges made to such Payment Methods linked to such budgets. If your Payment Method is linked to a Subscription to the Platform for an add-on or for any other recurring services, you agree to be personally liable for all charges made to such Payment Methods, linked to such recurring services, when the charge is triggered automatically by the Billing Cycle renewal or by an authorized Team Member. You may be able to set up  a Budget Auto-charge, using a Payment Method. When your budget dips below a specified amount, a Linked Payment Method will be automatically charged to add a specified amount to it. You agree to be personally liable for all charges made to such Payment Methods linked to such budgets.

11.6 Limited and Unlimited Account Platform Access. Plans. For the duration of  the Services under these Terms, Umongous grants each authorized User a limited, non-exclusive, non-transferable access to the Platform for use in accordance with these Terms. Umongous reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of any of the Platform, or any portion thereof, other than as expressly permitted. Some Subscriptions allow for unlimited Users to collectively take advantage of the benefits of access to the Platform. The number of such Users is determined by the SOW. The owner (i.e., personal responsible for) such subscription to the Platform  (“Team Owner”) can grant access to the Platform by inviting other Users to share the privileges and collaborate with each other (“Multi-User Account(s)”). Both Owner and Account Admin can upgrade the role of any other Team Member to Team Admin. If you are a Team Member, or being invited to become a Team Member, keep in mind that the Team Admins  have full visibility into your and all other Team Members’ dashboards, Surveys, activity logs and transaction records, and can manage the Team Members, their Surveys, access to Budgets, Payment Methods and privileges. Team Admins have full visibility into the Team dashboards, Surveys, activity logs and transaction records, and can manage the Team Members, their Surveys, access to Budgets, Payment Methods and privileges. Furthermore, any Team Member may have access to a list of surveys, shared among all Team Members (“Team Dashboard”). Surveys in the Team Dashboard can be viewed and managed by any Team Member.  Company reserves the right to withdraw any available in-store credits under the Multi-User Account and/or charge Payment Method(s), stored under the Multi-User Account to satisfy unpaid purchases. In an event of insufficient funds under the Multi-User Account, and/or unavailable Payment Methods(s), Team Owner or Team Admin(s), whichever is applicable to your account,  is responsible for all purchases, made under the Multi-User Account by any of the past, current or future Team Members. Liability for such unpaid charges shall continue after termination of Team Owner’s Multi-User Account. It is a violation of these Terms to share the use of a Platform subscription with other Users, instead of purchasing a subscription to the Platform; provided, however, that access to the Platform by  third party customers or consultants of the Client may be allowed pursuant to the applicable terms and conditions of the Subscription Order Form. Notwithstanding any of the foregoing, Client is responsible for the acts or omissions of any third party (including any security or privacy breaches) and shall indemnify Umongous for the same pursuant to Section 14 of these Terms.

11.7 Other Purchases. You further authorize the Company to charge your Payment Methods for any and all additional Services purchased by you or by an authorized Team Members of your Multi-User Account, if you are the Team Owner. You agree to be personally liable for all charges incurred during or through your use of the Platform. Your liability for such unpaid charges shall continue after termination of your Platform account.

11.8 Price and Feature Changes. Company may change the fees charged for the Services and Subscription at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle of your Subscription. Company will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your License before the change becomes effective. Company may add, remove and/or change features, advertised and available on the Platform, and/or associated with Accounts. In the event of a conflict between this Agreement and any other terms contained on the Site, this Agreement shall control.

11.9 Transfer of Account Ownership. A written request must be sent from the email, associated with the User Account to support@aytm.com is required in order for the Company to change the email address, associated with the account, or to transfer the ownership of the User Account to another person or entity.

11.10 Cancellation/Termination. Except as otherwise set forth in a Purchase Order or Statement of Work, you may cancel your Account at any time by sending a written request from the email address, associated with your Account, to support@aytm.com. We will promptly cancel your account and all Team Member Accounts, existing within it (if any). No cash refund is available for unused portion of the Billing Cycle resulting from early cancellation. Subject to Section 11.2 above, upon cancellation of an Account or a License by the User, the User relinquishes the right to any cash refunds and shall not be entitled to any pro-rated or partial refund if the User cancels before the end of the then current Billing Cycle. Liability for any unpaid charges shall continue after account termination. ‍

11.11 Company access to User Accounts and Data. Company reserves the right to monitor any and all User’s activity, surveys, budgets, payment methods and users for such purposes as providing Services, quality assurance, training, dispute investigations and resolutions, monitoring internal business metrics etc. Furthermore, upon User’s request or at Company’s discretion, Company may manage any controls and settings within User Accounts and Multi-User Licenses, including but not limited to adding, freezing or removing Users, moving assets from one user to another, upgrading or downgrading Licenses and number of Users changing the Billing Cycle; moving in-store credits between the Budgets, adding or withdrawing funds in or from Budgets; moving surveys between the dashboards, adding, launching, freezing, cloning, removing or modifying surveys; adding, removing, freezing or charging User’s Payment Methods, as well as linking them to add-ons, Budgets and recurring Services, changing User’s privileges and access to the surveys, Budgets, Payment Methods and other assets; modifying the white label and other add-ons and settings on behalf of the Users.‍

11.12 Other In-Store Credits. In the event that a User wishes to stop accepting further Respondent responses to a particular User Survey Submission pursuant to and in keeping with the restrictions set forth at the AYTM FAQ page or if Umongous cannot garner a sufficient number of Respondents to provide ordered responses for a particular User Submission Survey, a refund, in the form of account credit, may be issued by the Company. No cash refunds shall be issued. Monies from refunds into accounts or pre-funding of accounts which remain unspent for a period of more than one (1) year from the refund or funding date may be subject to loss after email notification is sent to the email address associated with the Account or a notification is otherwise posted to the Account. Any payment into an account extends that period for another year from the date of the last payment.

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NEITHER UMONGOUS NOR ITS SUPPLIERS OR LICENSORS MAKES ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM, SERVICES OR DELIVERABLES. NEITHER UMONGOUS NOR ITS SUPPLIERS OR LICENSORS REPRESENTS OR WARRANTS THAT (A) THE USE OF THE SERVICES OR PLATFORM WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE (WHETHER AS A RESULT OF TECHNICAL FAILURE, ACTS OR OMISSIONS OF THIRD PARTIES, OR OTHER CAUSES) OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES, PLATFORM, OR DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (C) ANY INFORMATION PRESENTED BY THE SERVICES, PLATFORM, OR THE DELIVERABLES WILL BE ACCURATE, COMPLETE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION USED OR OBTAINED BY CLIENT OR ITS USERS THROUGH THE PLATFORM OR OTHER SERVICES WILL MEET CLIENT’S OR ITS USERS’ REQUIREMENTS OR EXPECTATIONS;(E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES OR THE SERVERS THAT MAKE THE PLATFORM AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING UMONGOUS DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR ASSURANCE REGARDING CONTENT MADE AVAILABLE BY OTHER UMONGOUS CLIENTS OR USERS. THE SERVICES AND THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER UMONGOUS NOR ITS SUPPLIERS OR LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES OR PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. UMONGOUS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UMONGOUS’S AND ITS SUPPLIERS’ AND LICENSORS’ ENTIRE LIABILITY TO CLIENT SHALL NOT EXCEED THE GREATER OF TEN THOUSAND DOLLARS ($10,000) OR THE AMOUNT ACTUALLY PAID, IF ANY, BY CLIENT TO UMONGOUS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE WHICH THE UNDERLYING CLAIM AROSE. THIS SECTION SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO (I) ITS INDEMNIFICATION OBLIGATIONS; (II) ANY CLAIM ARISING FROM A BREACH OF ANY LICENSE GRANTED UNDER THIS AGREEMENT; (III) ANY BREACH OF EITHER PARTY’S INTELLECTUAL PROPERTY; OR (IV) A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

You agree to indemnify, defend and hold Umongous, its affiliates, subsidiaries and its and their respective officers, directors, partners, employees, agents, licensors, successors, assigns, representatives, advertisers, service providers and suppliers harmless from and against: (i) any and all claims, actions, losses, expenses (including, but not limited to, any costs associated with independent research performed by the User or on the User’s behalf), damages, demand, obligation, liabilities, debt and costs (including, but not limited to, reasonable attorneys’ fees and Company’s cost of attendance in person of any litigation or arbitration), resulting from any breach or violation of this Agreement or applicable laws, rules, or regulations by you, or otherwise resulting, directly or indirectly, from your use of the Platform and/or Posts and/or any Content you provide, submit or make available on or through the Platform or your unauthorized use of any Content; (ii) your violation, or the violation of any third party with whom you share data obtained by your use of the Platform or other Services, of any third party right, including without limitation any third-party intellectual property or privacy rights or security breaches/violations; (iii) any claim that one of your Posts caused damage to a third party; or (iv) your gross negligence or willful misconduct. This defense and indemnification obligation will survive these Terms and your use of the Platform and inures to the Company, its successors or assigns.

‍The Company reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the Company in the defense of any such claim, action, settlement or compromise negotiations, as requested by Company.

Each Party (“Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the other Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any code, documentation or technical information provided by Umongous (or its agents), performance information relating to the Services and payment amounts shall be deemed Confidential Information of Umongous without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

16.1 Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party shall assign this Agreement (or any part thereof) without the advance written consent of the other Party, except that either Party may assign this Agreement as a whole in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets or ownership interests. Any attempt to transfer or assign  this Agreement except as expressly authorized under this Section will be null and void.

16.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

16.3 Governing Law; Arbitration. This Agreement shall be governed by the laws of the State of New Jersey and the United States without regard to conflicts of law provisions thereof. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Philadelphia, PA before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

16.4 Attorneys’ Fees and Costs. The prevailing Party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

16.5 Notices and Reports. Any notice or report hereunder shall be in writing to the notice address set forth above and shall be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major delivery service.

16.6 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any Purchase Order or other business form employed by Client will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only.

16.7 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter herein.

16.8 Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

16.9 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such Party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.