TEAMSURVEY TERMS AND CONDITIONSYOU ACCEPT THIS BUILD UP LABS SOFTWARE AS A SERVICE AGREEMENT (TEAMSURVEY TERMS AND CONDITIONS) ("AGREEMENT") BY CLICKING AN ACCEPT BUTTON, BY SIGNING (ELECTRONICALLY OR MANUALLY) THIS AGREEMENT OR AN ORDER FOR THE SERVICES THAT REFERENCES OR INCORPORATES THIS AGREEMENT, OR BY USING THE SERVICES. IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT. THIS AGREEMENT APPLIES UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT IN PLACE EXPRESSLY COVERING THE SERVICES.1. Definitions.a. "Affiliate" is any entity that one of the Parties Controls or that Controls one of the Parties. "Control" means: (a) that entity directly or indirectly owns more than 50% of one of the Parties; or (b) that entity has the ability to direct the affairs of one of the Parties through any lawful means (e.g., a contract that allows control).b. "Beta Services" means a "beta" or pilot version of part or all of a Service which is not a final release and which may exhibit errors or other inconsistencies.c. "Build Up Labs" means Build Up Labs, Unipessoal, Lda, or its applicable Affiliates.d. "Content" means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through Your use of the Services or otherwise provided on a Site.e. "Controller" shall have the meaning in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the General Data Protection Regulation.f. "Documentation" means the technical documentation describing the Services, which may be in electronic or hard copy form.g. "Feedback" means all spoken or written communications You provide Us regarding the Services.h. "Order" means an ordering document that identifies the duration, type and quantity of the Services You order under this Agreement and the associated
fees. The Order will attach or include a link to the applicable Service Description and/or Documentation.i. "Personal Data" means any information relating to an identified or identifiable natural person.j. "Privacy Policy" means Build Up Labs then current statement regarding the processing of Your Personal Data, located at: https://teamsurvey.builduplabs.com and includes any applicable Service-specific supplemental privacy information.k. "Processor" shall have the meaning in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the General Data Protection Regulation.l. "Services" means a Build Up Labs software as a service (SaaS) offering that You purchase with an Order, as described in the applicable Service Description and/or any associated Documentation.m. "Service Description" means a description of the business and additional terms of the applicable Service(s) that is attached to or references this Agreement (currently located at teamsurvey.builduplabs.com, or at another URL designated by Build Up Labs), which is incorporated into this Agreement. A Service Description provides an overview of the Service(s), business terms, and any additional terms related to the Service(s).n. "Site" means a website or online space related to the Services.o. "Software" means any software We provide You, for Your use with the Services.p. "Submission Data" means certain technical data and related usage information that may be collected by certain Services or submitted by You, as set forth in the applicable Service Description. For clarity Submission data excludes Content but may include references to Content (e.g., an error submission report may reference that the User was attempting to upload a video file).q. "Trademarks" means trade names, logos and other trademarks or service marks.r. "Term" means the length of time You can use the Services as specified in this Agreement or an Order.s. "User" means You and Your employees, contractors, agents and/or third parties (invited by You) who use the Services.t. "We," "Our" or "Us" means Build Up Labs.u."You" or "Your" means the individual, company or other legal entity entering into this Agreement, which may include its Affiliates, as set forth in the applicable Order.2. Scope of Agreement. This Agreement governs Your access to and use of the Services. We agree to provide You the Services for the Term specified in an Order.3. Use of the Services. We grant You a limited right to use the Services for Your internal business use during the Term. You may use the Services only as permitted in this Agreement, the Service Description and the Order. You will not resell, reframe, distribute, use on a timeshare, outsourced, or service bureau basis, or otherwise directly commercialize the sale or lease of the use of the Services.4. Orders. Orders are incorporated into this Agreement by this reference. An Order is effective when You sign or accept (whichever happens first) and We provision the Services. Order acceptance may be subject to Our credit approval process. You may need to provide additional information in order to register for and/or use certain Services. You warrant that the information You provide during the registration process is accurate.5. Affiliates, Approved Sources or Subcontractors. In certain jurisdictions, We may sell the Services on behalf of a Build Up Labs Affiliate, and/or may have a Build Up Labs Affiliate or subcontractor or partner provide the Services (or some portion of the Services), and/or You may purchase the Services from an Approved Source. While a Build Up Labs Affiliate or subcontractor may provide the Services or some portion of the Services, We are responsible for their performance under this Agreement.6. Changes to Services. We may enhance and/or change the features of the Services at Our discretion as long as We do not materially reduce the core functionality of the Services. We also may offer additional optional features and/or functionalities in addition to the "standard" Services at an additional cost.7. Software and Services License and Restrictions.7.1. You may need to download and install Software to use the Services. If so, We grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software to the extent reasonably required to use the Services and only for the duration that You are entitled to use the Services. You agree that, unless this Agreement or applicable law allows it, You will not (and will not allow third parties invited by You) to:a. transfer, sublicense, or assign Your right under this license to any other person or entity, unless expressly authorized by Build Up Labs in writing;b. modify or adapt or create derivative works of the Software or Documentation;c. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except to the extent allowed by applicable law for interoperability purposes;d. use the Software to access Services other than the Services You are entitled to use;e. republish, frame or distribute the Software or Services to third parties, unless You are an Approved Source for the particular Services; orf. supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties.
You may engage a contractor to assist You with Your implementation or use of the Services so long as: i) the contractor uses the Services according to this Agreement; ii) the contractor acts solely for Your benefit when it uses or implements the Services, and iii) You have a written agreement in place that protects Build Up Labs' intellectual property and proprietary rights. You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Services.8. Beta Services. We may offer You the opportunity to use and evaluate Beta Services to get Your Feedback. Beta Services may contain bugs, errors and other problems and You accept the Beta Services "AS-IS." We give You no warranty of any kind and are not responsible for any sort of problems or issues related to Your use of a Beta Services. You may be required to provide Feedback to use Beta Services. We make no representations, promises or guarantees that the Beta Services will ever be generally released. If a Beta Services is discontinued, unless otherwise provided in a separate written agreement, We will give You reasonable advanced notice that the Beta Service is being discontinued so that You can download Your Content. After that, We may suspend or terminate access to the Beta Service and delete any Content or data on the Beta Service without any liability to You.9. Evaluation Services. If We give You access to the Services for evaluation purposes, You can only use the Services in a non-production environment and for the period We notify You of in writing. If there is no evaluation period identified, then the Services will be available for thirty (30) days from when You first access the Services. Regardless of any other terms in this Agreement, the Services provided for evaluation purposes are provided "AS-IS" without any express or implied support or warranty of any kind. If You violate this Section, We may charge You fees for Your use.10. Ancillary and Professional Services. We will provide training and/or support if it is specified in the Order. If We provide training and/or support, We will provide it as described in the applicable Service Description. If Ancillary services (e.g., training or configuration of the Services) are included as a part of the Services, it will be specified in the Service Description or Order. Those ancillary services will be provided pursuant to the applicable Service Description. If You wish to order professional services (e.g., consulting, transformational services, etc.), those services will be subject to a separate written agreement.11. Subscriptions and Renewals.11.1. Subscriptions. You will have the following subscriptions options to order the Services:a. One (1) month Services subscriptions;b. Six (6) months Services subscriptions;c. Twelve (12) months Services subscriptions.11.2. Renewals. Each subscription will be subject to the following renewal term:a. One (1) month Services subscriptions, immediately renewable with each payment;b. Six (6) months Services subscriptions, renewable until one (1) month before such subscription term;c. Twelve (12) months Services subscriptions, renewable until two (2) months before such subscription term.11.3. Renewal Period Notice: We will inform You one (1) month before of each six (6) and twelve (12) month term that the renewal period is open with indication of the end day for such renewal. You understand that for One (1) month Services subscriptions there will not be such notice. Despite these notices, it is Your responsibility to be aware of such Services subscriptions term, including cancellation requests.11.4. Post Renewal Period.After the renewal period without payment, Your Services subscriptions will suspend immediately after the applicable Services subscriptions term. Such suspension will continue during thirty (30) days. During such suspension period, You will have:a. the possibility of paying for the renewal of the Services. You understand and accept that We can include an additional suspension fee to be paid, namely, for administrative costs; or
b. remove all your information and Content from the Services.
11.5 Services Subscriptions Closing. With the term of the suspension period Your Subscription will be closed. You understand that following such period We can decide to delete all information and We will not be accountable or liable for such operation.12. Fees and Payment for the Services. This Section 11 applies to Orders for the Services You place directly with Us. If You order the Services from an Approved Source, Your agreement with the Approved Source will provide the applicable payment terms.
a. Payment Terms. The fees for the Services are described in the Order. The fees may also include overage amounts or per use charges, which will be described in the Order, and You agree to pay these amounts or charges if You incur them. You will pay invoices for the Services within thirty (30) days of the invoice date unless the Order specifically states otherwise.b. Late Payment. If You are late in paying an invoice, any sum not paid by You when due shall bear interest from the due date until paid at the lesser of: (i) ten (10) percent per annum or (ii) the maximum rate permitted by law. In addition, if You are more than thirty (30) days late in paying an invoice, We may suspend the Services with an additional ten (10) days advance written notice to You.c. Fee Disputes. You may withhold amounts that You reasonably and in good faith dispute as to the amounts owed. You will pay any undisputed fees. If You withhold any payment due to a dispute, You must notify Us in writing of any disputed fees within fifteen (15) days of the invoice date and provide Us with written details about why You dispute the invoice. After We receive notice of the dispute, We will work with You in good faith to resolve the dispute. If we are unable to resolve the dispute within thirty (30) days, Build Up Labs may terminate the Services after giving You an additional ten (10) days advance written notice.d. Taxes. You shall pay all sales, value added, general standard and similar taxes (exclusive of taxes based on Our net income), levies, duty, or charges imposed by any governmental authority, related to or arising from Our providing or Your use of the Services. Build Up Labs reserves the right to gross up the price for the Services in any invoice if a withholding prevents Build Up Labs from receiving the amount specified in such invoice.13. Term and Termination.a. Term and Termination of Orders. The "Initial Term" of an Order starts on the date the Services are available for use by You and lasts for the time period stated in the Order.b. Term and Termination of Agreement. This Agreement starts on the date You submit Your first Order. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within thirty (30) days after receiving written notice of the breach.c. Events Upon Termination. If this Agreement is terminated for any reason, subject to the Build Up Labs Acceptable Use Policy (as in Exhibit 1): (i) We will make Your lawful Content available to You for a reasonable period of time and (ii) You will pay Us for the Services(s) provided up to the date of termination.d. Survival. The following provisions will survive the expiration or termination of this Agreement: Sections 7 and any payment provisions set forth in the Order (as to amounts due and owing as of this Agreement's expiration or termination date), 12, 13(c), 13(d), 15 (to the extent Build Up Labs has such information), 16, 17, 18, 19 and 20. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any copies of Software within Your control.Credentials. You agree to promptly notify Us of any unauthorized use of Your account of which You become aware. You agree to use at least reasonable means to protect Your account name, password and other login information from unauthorized disclosure or use by third parties.15. Privacy and Data Protection.a. Content. We will not monitor Content, except: (i) as needed to provide, support or improve the provision of the Services, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by You, or (iv) as otherwise required by law or to exercise or protect Our legal rights.b. Personal Data Protection. We will collect, use and process Content and Submission Data only in accordance with Build Up Labs' Privacy Policy (which is incorporated into this Agreement by reference) and to the extent reasonably required to provide the Services. We will also comply with all applicable data privacy laws in the performance of the Service
