Terms of Service

This Agreement governs your acquisition and use of our services. By accepting this Agreement, either by registering on www.sparrowdesk.com or by clicking a box indicating your acceptance or by executing an order form or any other documentation that references this Agreement or by using the services, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services.

If you register for a free plan or trial of our services, the applicable provisions of this Agreement shall govern the same.

DEFINITIONS

“Account” means the unique SparrowDesk environment created for You, enabling access to and management of the Services. This includes, but is not limited to, configuration of settings, management of users, storage and processing of data, and customization of service features.

“Affiliate” means any entity under the control of Customer, where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

“Agreement” means this Terms of Service, including any amendments thereto.

“Beta Features” refers to new or experimental features made available to Customers for testing purposes. These features may be unstable, subject to change, or limited in functionality.

“Contact” or “End User” refers to any individual who interacts with the Customer through the Services, including but not limited to submitting support tickets, initiating chats with agents, or engaging via other communication channels made available by the Services.

“Customer Data” refers to any content, information, or data submitted by the Customer or its Members while using the Services, including the personal data as defined under the applicable data protection laws.

“Order Form” refers to the agreement between You and Us for the purchase of a subscription to Our Services, as outlined in this Agreement. The Order Form includes all relevant details, and any amendments or supplements to it. Order Forms shall be considered part of this Agreement by reference. By signing an Order Form, You agree to be bound by the terms of this Agreement.

“Quota” refers to the usage limits applicable to specific features under the selected Subscription Plan, including but not limited to the number of tickets, storage capacity, or number of agents. Exceeding these limits may require the Customer to upgrade the Subscription Plan or pay additional fees.

“Privacy Policy” refers to the document that outlines the types of personal data collected by SurveySparrow Inc. through the SparrowDesk.com website, Our products, and services. It describes how We may use, share, and process that personal information, as well as how You can exercise Your rights regarding such processing. The Privacy Policy also details the measures We implement to protect Your personal data and provides information on how You can contact Us for further inquiries about Our privacy practices.

“Product” refers to the SparrowDesk software solution and its associated functionalities, including the web-based and/or mobile applications, tools, and interfaces made available by SurveySparrow Inc. for customer support, ticket management, automation, reporting, and related services. The Product encompasses all updates, enhancements, and modifications provided by Us as part of the Services.

“Representatives” refers to employees, agents, subcontractors, or other individuals authorized to act on behalf of either party in relation to the Services.

“Security Features” refers to any security mechanisms implemented to protect data, including but not limited to encryption, pseudonymization, keys, PINs, passwords, tokens, or smartcards.

“Services” refers to the suite of tools, features, and functionalities provided by SparrowDesk, including but not limited to ticket management, workflow automation, reporting and analytics, knowledge base management, and integrations with third-party applications.

“Subscription Plan” refers to the pricing tier selected by the Customer, which defines the scope of Services available, including applicable features, usage limits (quotas), and corresponding fees. Exceeding the allotted quotas may require the Customer to upgrade the Subscription Plan or incur additional charges.

“Term” means the duration of the provision of the Services under this Agreement, including any renewal term, unless terminated earlier in accordance with the terms contained herein.

“Third-Party Services” refers to external tools, applications, or platforms that integrate with or are used in connection with the Services. The use of such services may be governed by separate terms and conditions between the Customer and the third-party provider.

“Trial Period” refers to a limited duration during which the Customer may access and use the Services without charge, subject to any specified limitations or restrictions.

“User,” “Member,” or “Agent” means any individual authorized by the Customer to access and use the Services on the Customer’s behalf. These individuals are typically the Customer’s employees or representatives and are referred to as Agents within the SparrowDesk platform.

“We,” “Us,” or “Our” means SurveySparrow Inc., USA.

“You” or “Your” means an individual, company, or other legal entity who registers with Us to obtain a SparrowDesk Account and has access to use the Services, including its Affiliates, for which You are accepting this Agreement.

1.0 GENERAL CONDITIONS

1.1 Eligibility

By adhering to this Terms of Service, You confirm and guarantee that You have reached the age of majority as defined by the laws in your state or province of residence; are not located in Cuba, Iran, North Korea, Syria, or any other region under a U.S. government embargo, or identified by the U.S. government as a "terrorist-supporting" country; are not on any U.S. government list of banned or restricted individuals; the contact and billing details shared/provided are genuine, accurate, current, and complete; and the use of SparrowDesk services/site by any minor dependants under your care is with your explicit approval.

1. 2 Unlawful or Unauthorized Use of SparrowDesk Services

You shall not, and shall not permit any third party (including your End Users), to use the SparrowDesk Product or Services for any unlawful, harmful, fraudulent, or unauthorized purpose. This includes, without limitation, any violation of applicable laws, regulations, or third-party rights, including data protection and privacy laws.

You shall not upload, transmit, or distribute — nor allow any End User to upload, transmit, or distribute — any viruses, worms, malicious code, or other harmful or deceptive content through the Services. Similarly, you shall not engage in, or permit the distribution of, unsolicited communications (including spam) or any content that may compromise the integrity or security of the Services.

You agree to take reasonable steps to ensure that your authorized Users and End Users comply with these Terms and to notify Us immediately upon becoming aware of any unauthorized use, security breach, or suspected violation.

We reserve the right to suspend or terminate access to the Services, without prior notice, in the event of any actual or suspected breach of these Terms by You, your Users, or End Users. We may also refuse service, disable features, or close Accounts at our discretion for any legitimate reason.

1.3 Your Content

‍You acknowledge that your content (excluding credit card details) might be moved and involve (a) transfers across multiple networks; and (b) modifications to align with and adapt to the technical demands of interconnected networks or devices. Credit card information remains encrypted when transferred across networks.

2.0 Usage and Subscription

2.1 Access Rights

Subject to the terms of this Agreement and the applicable Subscription Plan, We grant You a limited, non-exclusive, non-transferable, and revocable right to access and use the Services solely for Your internal business operations. You shall ensure that all authorized Users comply with the terms of this Agreement. You remain responsible for all actions taken under Your Account.

2.2 Subscription Plans and Term

Access to the Services is provided based on the Subscription Plan selected by You and is valid for the duration specified in the applicable Order Form or registration confirmation. Each Subscription Plan includes specific features, usage limits, and pricing terms, as detailed on Our website or in Your Order Form.

Unless otherwise agreed in writing, all subscriptions shall automatically renew at the end of the current term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

2.3 Usage Limits

The Services are subject to usage limits as defined in Your Subscription Plan (e.g., number of tickets, agents, or storage). If You exceed the usage limits, You may be required to upgrade Your Subscription Plan or incur additional charges, as outlined in Our pricing terms.
 

We reserve the right to monitor usage and notify You of any usage threshold breaches.

2.4 Account Registration and Security

You must register an Account to access the Services. You agree to provide accurate, complete, and current information during registration and to update it as necessary. You are responsible for maintaining the confidentiality of Your login credentials and for all activities that occur under Your Account. You agree to immediately notify Us of any unauthorized use of Your Account or any other breach of security.

2.5 Account Suspension and Termination

We may suspend or restrict access to the Services if:

    (a) We reasonably suspect unauthorized, fraudulent, or unlawful activity;
    (b) You violate this Agreement; or
    (c) Required by law or a governmental authority.
 

Upon termination of Your subscription or this Agreement, Your access to the Services and all associated data will be disabled in accordance with Our data retention policy.

2.6 Trial Access

If You register for a free trial, You may access the Services on a trial basis for a limited period, subject to usage limitations and trial-specific terms. At the end of the trial period, continued access will require conversion to a paid Subscription Plan.

2.7 Modifications to Services or Plans

We reserve the right to enhance, modify, or discontinue any feature of the Services, and to update Subscription Plan pricing or features. We will provide You with prior written notice of any material changes to the Services or Subscription Plans, which shall be communicated via email to the contact information associated with Your Account. 

3.0 Prohibited Activities 

You agree not to, and not to permit any third party (including End Users) to:

1. Engage in Illegal Activities: Use the Services for unlawful, fraudulent, or malicious purposes, including violating applicable laws and data protection regulations.
2. Transmit Harmful Code: Upload or distribute viruses, malware, or other harmful code that could disrupt the Services.
3. Infringe on Intellectual Property: Violate the intellectual property rights of SurveySparrow or any third party.
4. Send Unsolicited Communications: Send spam or unsolicited marketing messages through the Services.
5. Impersonate Others: Falsely represent Your identity or affiliation with any person or entity.
6. Access Without Authorization: Attempt to access or interfere with the Services or data You are not authorized to use.
7. Circumvent Security: Attempt to bypass security measures or access control features.
8. Harass or Abuse: Use the Services to harass, defame, or threaten others.
9. Provide False Information: Submit inaccurate or misleading information while using the Services.
10. Violate Third-Party Terms: Use the Services in a manner that violates the terms of any third-party services integrated with SparrowDesk.

We reserve the right to monitor the usage of the Services and may take appropriate action, including suspension or termination of Your access to the Services, in the event of a violation of this clause. You will be responsible for any damages or losses arising from your violation or the violation by any Authorized User or End User.

4.0 Your Responsibilities

4.1 Compliance with Applicable Laws and Terms of Service

You agree to:

1. Be solely responsible for ensuring that all Authorized Users comply with the terms of this Agreement.
2. Ensure the accuracy, completeness, quality, transmission, content, and legality of Your Data (as defined in the DPA) and the means by which You acquire such Data.
3. Use commercially reasonable efforts to prevent unauthorized or unlawful access to, or use of, the Services and associated content. You agree to promptly notify Us if You become aware of any unauthorized access or use.
4. Use the Services and content solely in accordance with this Agreement and all applicable laws, rules, and government regulations.
5. Acknowledge that any action or omission by a User on Your behalf, including placing a Service Order Form and its contents, will be deemed an authorized action by You, and You shall have no claims arising from such actions.

4.2 Use Restrictions

You will not (a) make any Services or content available to, or use any Services or content for the benefit of, anyone other than You or Users, unless expressly permitted by Us, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or content, or include any Services or content in a service bureau or outsourcing offering, (c) use Our Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Our Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Services or content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy content except as permitted herein, (j) frame or mirror any part of any Services or content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted under this Agreement, (k) access any Service or content in order to build a competitive product or service or to benchmark with any product or service, or (l) reverse engineer any Service.

Any use of Our Services in breach of this Agreement, by You or Users that in Our judgment threatens the security, integrity or availability of Our Services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension, the failure of which shall result in termination with immediate effect.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any content on the website or product through which the Service is provided, without written express consent by Us.

 5.0 Subscription Term

When You sign up for an Account and agree to these Terms, the Agreement between You and Us is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as You have a SparrowDesk Account or until You or We terminate the Agreement in accordance with these Terms, whichever happens first. If You sign up for an Account on behalf of a company or other entity, You represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

6.0 Intellectual Property Rights

6.1 Our Proprietary Rights

The parties acknowledge that SparrowDesk, including all associated intellectual property, software, technologies, and any improvements, modifications, or derivative works (collectively, the "Platform"), is and shall remain the exclusive property of SurveySparrow Inc. SurveySparrow Inc retains all right, title, and interest in and to the Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights related to the Platform. Neither this Agreement nor use of the Services grants You ownership in the Platform or the Services or the content you access through the Services (other than Your content). Nothing on Our Website or in this Agreement should be construed as granting any license or right to use any trademarks, trade names, logos, or any other brand element displayed on the Website, unless You have been granted explicit written permission to use the same.

6.2 Your Proprietary Rights

You represent and warrant that you either own or control the necessary rights in and to your Content, including any intellectual property owned by third parties. You agree not to submit, upload, or otherwise make available via the Services, any Content or materials that:

(i) you do not have the necessary rights to use, transmit, or publish, or to grant us the license described herein; or

(ii) infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party.

6.3 License to Use Content

The Customer retains all ownership rights to any data, content, or materials that the Customer uploads, inputs, or otherwise submits to the Platform (collectively, "Customer Data"). The Company does not claim any ownership over Customer Data. However, by submitting, uploading, or otherwise making available any Content through the Services, you grant us a limited, non-exclusive, royalty-free, worldwide license to use, process, host, store, and display such Content as necessary for the operation and provision of the Services. This license is solely for the purpose of providing and improving the Services, including technical support, troubleshooting, and updates.

7.0 Third-Party Products and Services

7.1 Integration with Third-Party Services

You acknowledge that SparrowDesk may support integrations with certain third-party applications and services (collectively, "Third-Party Services") to enhance or extend the functionality of the platform. If You choose to enable or connect any Third-Party Service with SparrowDesk, You authorize Us to share or allow access to Your data as necessary to facilitate the integration. Your use of any Third-Party Service is entirely at Your own risk and shall be governed by the terms and policies of the applicable third-party provider. We act solely as an intermediary and do not control or assume responsibility for any actions, omissions, data practices, or failures of such Third-Party Services.

Once Your data is transmitted to or accessed by a Third-Party Service, We are not responsible for any loss, unauthorized access, alteration, deletion, or other processing of such data by the Third-Party Service. We do not sell or monetize Your data in connection with any Third-Party Service integration.

7.2 Discontinuation or Suspension of Third-Party Services

We reserve the right to disable, suspend, or discontinue any integration with a Third-Party Service at any time, with or without notice, for any reason, including but not limited to technical issues, security concerns, or changes in the third-party provider’s terms or availability.

8.0 Confidentiality and Privacy

8.1 Confidential Information

Each Party ("Disclosing Party") may disclose certain non-public, confidential, or proprietary information ("Confidential Information") to the other Party ("Receiving Party") in connection with the performance of this Agreement. The Receiving Party agrees to use such Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall not disclose it to any third party without the Disclosing Party’s prior written consent, except to its employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

8.2 Compelled Disclosure

If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

8.3 Data Privacy and Security

We are committed to protecting Your personal data and maintaining the confidentiality of Your content. You acknowledge and agree that:

a) You are responsible for ensuring that You have the necessary rights and lawful basis to upload, process, and manage any personal or confidential information through the Services;
b) We will process Your data solely to provide, maintain, and improve the Services, in accordance with our Privacy Policy and applicable data protection laws; and
c) You must not use the Services to store or transmit sensitive personal information except where such processing is expressly permitted and complies with applicable laws.

8.4 Privacy Commitments

You agree to maintain a publicly available privacy policy that complies with all applicable data protection laws and accurately reflects Your use of the Services and the handling of personal information. You further agree not to misuse the Services in a way that would compromise the privacy of any individual or violate any data protection rights.

8.5 Reference to Our Privacy Policy

Our Privacy Policy explains how We collect, use, share, and protect personal information in connection with Your use of SparrowDesk. By using the Services, You consent to our collection and use of personal data as outlined therein. We will not access, use, or disclose Your content except as necessary to provide the Services, comply with the law, or as otherwise authorized by You.

9.0 Data Protection

9.1 Processing of Customer Data

To the extent We process any Customer Data on Your behalf while providing the Services, We will do so strictly in accordance with applicable data protection laws and in accordance with the terms of Our Data Processing Agreement (“DPA”), which forms an integral part of these Terms. The DPA outlines Our respective roles and responsibilities as data processor and data controller, as well as our obligations regarding data security, data subject rights, and data breach notification.

9.2 Your Responsibilities

You are solely responsible for ensuring that You have a lawful basis to collect, process, and transfer Customer Data via the Services, and for complying with all applicable data protection laws in Your use of the Services. This includes providing adequate notice and obtaining any necessary consents from Your end-users.

9.3 Data Access and Portability

You may access, modify, delete, or export Your Customer Data at any time through the features provided in the Service. Upon termination or expiration of the Agreement, We will, in accordance with the DPA, delete or return all Customer Data in Our possession, except as required by law.

9.4 Data Security

We implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, as further described in Our DPA.

10.0 Representations and Warranties

You represent and warrant that:

(i) You will comply with all applicable laws, regulations, and industry standards in connection with Your use of the Services, including those relating to data privacy, consumer protection, intellectual property, and electronic communications;

(ii) You have obtained and will maintain all necessary rights, consents, permissions, licenses, and authority required to lawfully upload, store, transmit, and process any Customer Data through the Services, including personal data of End Users or other individuals;

(iii) The Customer Data You submit to the Services, and Your use of such data and Our processing of such data in accordance with this Agreement do not and will not infringe upon or violate any third-party intellectual property rights, data protection rights, or other legal rights;

(iv) Where You collect or process personal data of minors using the Services, You shall ensure that such collection and processing complies with applicable laws, including obtaining valid parental or guardian consent where required by the laws of the relevant jurisdiction;

(v) If You elect to pay fees by credit card or any other payment method, the payment information You provide is accurate, current, and complete, and You will promptly notify Us of any updates or changes to such information.

11.0 Billing Plan.

Our pricing plans, including monthly and annual subscription options, are published on Our Website and may be updated from time to time.

For seat-based pricing, You may purchase seats and add more as needed. Any additional seats will be prorated and invoiced in the following month. You will be billed for the added seats at the applicable rate, and payment will be due on the next billing cycle.

Regarding AI resolution pricing, whenever an issue raised by You is resolved through AI, a fee of $0.99 per resolution will be applied. This charge will be invoiced monthly, irrespective of Your primary billing cycle (whether monthly or annual). These AI resolution invoices will be issued separately from Your regular subscription billing.

The payment for Your subscription will be due as specified in the applicable Order Form or at the time of Your subscription. For subscription renewals, the Pay Date will be the same or closest to the date of Your initial payment.

If Your account exceeds Your seat allocation or any applicable pricing level, You will be charged accordingly in the next billing cycle. If Your current Term expires before that charge is due, You will still be required to pay the adjusted fees for the additional seats or services.

12.0 Termination by You

12.1 Termination

You may terminate Your Account on by giving Us 30 days’ prior notice in writing at any time You wish to stop availing the Services or when You cease using Our Services. However, You shall not be entitled for a refund if You terminate Your Account in the middle of a subscription period for any reason, whatsoever.

12.2 Termination by Us

We may suspend or terminate Your Account and access to the Services, in whole or in part, at Our sole discretion, with or without notice, if:

(i) You materially breach any provision of these Terms;
(ii) You fail to make timely payment of subscription fees;
(iii) You use the Services in a manner that may cause legal or financial liability to Us or that is reasonably suspected to involve misconduct, fraud, or abuse;
(iv) You cease business operations or become insolvent; or
(v) We suffer loss or damages due to Your gross negligence or willful misconduct.

In the event of termination, You remain liable for any unpaid amounts accrued up to and including the effective date of termination.

We shall not be liable to You or any third party for any loss or damages arising from the termination or suspension of access to the Services, especially where such action results from a violation of these Terms.

12.3 Post Termination Obligations

Your obligations and liabilities including any outstanding payment incurred prior to and till the termination date shall survive the termination of this Agreement for all purposes.

13.0 Force Majeure

Neither Party shall be held liable for any delay or failure in performance under this Agreement (except for payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control. Such events may include, but are not limited to, acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or regulations, embargoes, labor disputes, power outages, internet or telecommunication failures, cyberattacks, denial-of-service attacks, or failure of third-party hosting or service providers. The affected Party shall promptly notify the other Party of the occurrence of a force majeure event and make reasonable efforts to resume performance as soon as practicable.

14.0 Disclaimer of Warranties

To the fullest extent permitted by applicable law, except as expressly provided for in this Agreement, the Services and any guidance or recommendations therein are provided “as is” and SurveySparrow Inc., makes no other representation, warranty and/or condition of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement or any representations regarding availability, reliability, or accuracy of the services.

15.0 Limitation of Liability

To the maximum extent permitted by applicable law, SparrowDesk, its affiliates, and their respective officers, directors, employees, agents, contractors, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of business opportunities, arising out of or in connection with the use or inability to use the Services, regardless of the legal theory, even if We have been advised of the possibility of such damages.

Notwithstanding anything to the contrary in these Terms, Our total aggregate liability for any claims arising out of or related to the Services or these Terms—whether in contract, tort, or otherwise—shall be limited to the total subscription fees paid by You to Us for the Services during the twelve (12) months immediately preceding the event giving rise to such claim.

Nothing in this section shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable law.

16.0 Unauthorised Use of Service

We shall not be liable for any loss, damage, or expenses arising from:
(i) any modification or alteration of the Services made by anyone other than Us;
(ii) any unauthorized use of the Services, including any actions or consequences resulting from such unauthorized use.

We reserve the right, at Our sole discretion, to modify, update, or discontinue any feature or part of the Services at any time, without any liability to You.

17.0 Indemnification

17.1 Indemnification by Us

Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Service(s) You subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Us; or (iii) the combination, operation or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.

The above section states Our sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service(s) by You.

17.2 Indemnification by You

To the fullest extent permitted by applicable law, You agree to indemnify, defend, and hold harmless SparrowDesk, its parent, subsidiaries, affiliates, officers, directors, employees, agents, partners, contractors, licensors, service providers, suppliers, and subcontractors (collectively, "Indemnified Parties"), from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

(i) Your breach of any provision of this Agreement or any document incorporated by reference herein;
(ii) Your violation of any applicable law, regulation, or third-party rights, including intellectual property rights, privacy rights, or data protection laws;
(iii) Any claim by a third-party arising from Your use of the Services, including any claim related to the content You submit, upload, or otherwise make available through the Services, and
(iv) Any act or omission by You that results in any infringement, misappropriation, or violation of third-party intellectual property rights.

This indemnification obligation will survive the termination or expiration of this Agreement.

18.0 Use of Logo and Names

You accept and authorize Us to use Your name and logo to identify as Our customer or user of the Service on Our website, marketing materials or otherwise by public announcements.

19.0 Feedback

You may, at Your sole discretion, provide us with ideas, suggestions, comments, recommendations, enhancement requests, plans, proposals, or other feedback regarding Our Services, products, technology (“Feedback”) for the purpose of improvement, correction, modification, or enhancement of the products and/or service. By submitting Your Feedback, You hereby grant Us an irrevocable, perpetual, sub-licensable, transferable, non-exclusive, royalty-free, worldwide license to use, incorporate, or otherwise exploit the Feedback in Our products and Services for any purpose without Your prior consent, restriction, obligation, or remuneration of any kind to You and/or Your representatives whatsoever, except to the limited extent that Section 7 governs Feedback that constitutes Your confidential information.

You further hereby agree to provide Feedback only in compliance with applicable laws and further acknowledge that such Feedback does not infringe upon the intellectual property rights of any third party. The provision of Feedback by You is done voluntarily, without solicitation, and without any obligation on Us, either fiduciary or otherwise. Notwithstanding the foregoing, We are under no obligation to utilize any Feedback provided, and You are under no obligation to offer such Feedback.

20.0 Assignment of Rights

 You shall not assign, transfer, or sublicense any of the rights granted to You under this Agreement, nor delegate any of Your obligations hereunder, to any third party without Our prior written consent. Any such attempted assignment or delegation without Our approval shall be null and void. However, this restriction shall not apply in the event of a transfer of rights or obligations by operation of law, including, but not limited to, mergers, acquisitions, or corporate reorganization, where the entity assuming the obligations agrees to be bound by the terms of this Agreement.

21.0 Severability

In the event that any provision of this Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

22.0 Relationship of Parties

The Parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties.

23.0 Non-exclusive Service

You agree and acknowledge that the Services are being provided on a non-exclusive basis. Nothing in this agreement shall be deemed to prevent or restrict Our ability to provide the Services or any part of the Services including any features or functionality first developed for You, to other parties.

24.0 Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at Our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to Our website. We will notify any material changes in the Terms of Service by sending an email to the email address You had given for Account creation. In case You have opted-out of Our email notifications You are recommended and liable to check this page on a periodic basis to know the changes. Your continued use of or access to Our website or the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

25.0 Entire Agreement

This Terms of Service and any policies or operating rules posted by Us on this site or in respect to the Service constitutes the entire agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Terms of Service). Any subsequent Service Order Form that is entered into between You and Us shall be considered incorporated by reference into this Terms of Service and form an integral part of the same. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

26.0 Conflict of Provisions

In case of any conflict between any provisions contained in the Terms of Service and subsequent Service Order Form, Service Order shall prevail to the extent of such conflict of provisions.

27.0 Waiver

The failure of Us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

28.0 Governing Law and Jurisdiction

28.1 Jurisdiction

Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in California, USA.

28.2 Governing law

The terms of this Agreement shall be governed by the laws of the State of California. In the event of any conflicts between foreign law, rules, and regulations, the governing law shall prevail. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

28.3 Language

The Parties confirm that it is their wish that this Agreement as well as other documents relating to this Agreement, including notices, be drawn up in English only.

29.0 Notices

Any notices required or permitted to be given under this Agreement or related to Our services should be addressed to:

SurveySparrow Inc.,

2261 Market Street, STE 22625, San Francisco,

CA 94306

USA.

All notices related to this Agreement will be in writing and will be effective upon Our receipt of Your email to [email protected]. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant person designated by You.

CONTACT SURVEYSPARROW INC.

Should You have any questions, please send Us an email to [email protected]