AppExchange

TERMS AND CONDITIONS

Clicktools Limited, a UK based company (referred to here as "Clicktools"), provides and maintains a website (the "Site") that you or your organisation ("user" or "you") with the ability to capture and analyse feedback via forms and surveys from 3rd parties (the "Service"). Clicktools requires you to register for an account ("account") in order to use the Services.

The Services and use of the Site are provided to you under the terms and conditions set forth in the Terms of Agreement and any rules or policies otherwise set forth on this site or published from time to time by Clicktools. The Terms of Agreement set forth below and any rules or policies otherwise set forth on this Site comprise the entire agreement between you and Clicktools and supersedes any and all prior agreements or understandings between the parties.

ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF AGREEMENT

Please read the following Terms of Agreement carefully. On login to the Service you accept and agree to all of the terms and conditions set forth in the Terms of Agreement, including all warranties and promises by user.

ACCOUNT REGISTRATION
By registering for an account you acknowledge and warrant that you are eighteen (18) years of age or older.

You shall provide current, complete, accurate information in the registration section of the Site. You shall further update and keep such information current as needed. You shall provide a password in order to access the Services account. User is solely responsible for maintaining the confidentiality of user's password and account information. You shall immediately notify Clicktools of any unauthorized account activity.

User agrees not to transmit through the Service or the Site any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. User shall not send any transmission that attempts to hide user's identity or represents user as someone else. Any attempt by user to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly forbidden. User specifically agrees not to use the Service or the Site to send any materials, including assessments, to any persons under eighteen (18) years of age unless and until the user has taken and follows all necessary action and compliance pursuant to UK laws. User agrees not to upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else's computer, the Service or the Site. User agrees not to interfere or disrupt networks connected to the Service and the Site. Any attempt by user to gain unauthorized access to any computer system, including accounts and databases maintained by and for Clicktools, is strictly forbidden.

User agrees to comply with all applicable laws relating to such conduct. If user engages in any activity set forth in this paragraph or violates any terms or conditions of the Terms of Agreement, user's account will be terminated and use of the Service and Site prohibited. Clicktools will report such conduct to the appropriate authorities and turn over any and all information, regarding such activity to appropriate persons or entities.

MODIFICATION TO SERVICES PROVIDED; TERMS OF AGREEMENT.
User acknowledges and agrees that Clicktools may, with or without notice, modify, delete, or amend the Services and/or Site provided hereunder. Further, user acknowledges and agrees that Clicktools may further modify, delete or amend the Terms of Agreement from time to time, including changing the fee structure for some services. In either event, Clicktools will notify you of any modification, deletion or amendment on the Site, by email. If user does not accept the modification, deletion or amendment, user must terminate user's registration at that time. Any and all use of the Site or the Services by user after the notice is posted shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) to the Services, Site or Terms of Agreement.
PAYMENT TERMS.
User agrees to pay all charges for services, including any applicable taxes, at the rates in effect when the charges are incurred. Clicktools may change the fees and charges then in effect, or add new fees or charges, by giving users notice in advance.

No refunds of fees will be given. If payment is not made Clicktools reserves the right to suspend or terminate user's account and access to the Services. Clicktools reserves the right to terminate user's account at any time.
PRIVACY.
Clicktools is committed to its policy of protecting the privacy and confidential information of the user. For more information, view Clicktools Privacy Statement which is an essential and integral part of this agreement.
LIMITATION OF LIABILITY
Clicktools shall provide the services using reasonable care and skill and all due diligence.

User expressly acknowledges and agrees that the use of the Service and the Site is at user's sole risk. The Services and the Site are provided on an "as is" and "as available" basis.

To the fullest extent allowed by law, Clicktools expressly excludes its liability for implied warranties and conditions including, but not limited to the warranties of merchantability, fitness for a particular purpose and satisfactory quality. The contents of the Services or the site may contain bugs, errors, problems or other limitations. Clicktools assumes no liability or responsibility for any errors or omission in content.

All contact information created by you, or on your behalf by Clicktools is owned by you and is your sole responsibility. Clicktools is not responsible for the contents of any survey, invitations to take surveys or invitations to view survey results created on or through the service. Clicktools is not responsible for the responses submitted to any survey or for the results generated by survey responses.

Clicktools does not warrant or make any representations regarding the reliability or accuracy of the registration information supplied to Clicktools nor the responses or information supplied by contacts in response to surveys.

Clicktools does not warrant or make any representations regarding the use or the consequences of the use of any survey, survey response or survey results nor does Clicktools warrant the correctness, usefulness, reliability, accuracy or otherwise of any survey, survey responses or survey results.

Clicktools is not responsible for any damages, including without limitation, lost profits, business interruption or other loss resulting from use or reliance in any way on any survey, survey responses or survey results created on or through the Service or the site. It is solely User's responsibility to evaluate the accuracy, reliability, completeness and usefulness of any survey, survey responses, survey responses or other information received while using the Service or Site.

Clicktools makes no warranty that the Services or Site will meet user's requirements or that the Service will be uninterrupted, timely, secure, virus-free, error free, accurate or reliable; nor does Clicktools make any warranty as to any information that may be obtained through the Service or Site or that defects in the software for the Service will be corrected or that the Site is free of viruses or other harmful components.

User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Service or Site is done at the user's own risk and that user will be solely responsible for damage to user's computer system or loss of data that results from the download of such material or data.

Clicktools makes no warranty regarding any goods or services purchased or obtained through the Service or Site or any transactions entered into through or based upon the Service or Site.

No feedback or information, whether oral or written, obtained by user from the Services or Site shall create any warranty not expressly made herein.

To the fullest extent permissible pursuant to applicable law, neither Clicktools nor affiliates, officers or employees shall be liable for any direct, indirect, special, incidental, consequential or punitive damages arising out of User's access to, use of, inability to use, or reliance on the Service or any survey. If User is dissatisfied with the service, the materials available on or through the Service or the Site, or with any of the Terms of Agreement, User's sole and exclusive remedy is to discontinue using the Service and leave the Site immediately.
PROPRIETARY RIGHTS.
Clicktools owns the content, including the graphics, names, text, software, music, videos, sound, pictures, compilations, survey templates, page layout, design, processes, procedures, magnetic translation, digital conversion or other material contained in the Service and the Site. It is all protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. No one may copy, reproduce, distribute in any way, or decompile, reverse engineer or disassemble the content. User is permitted the limited license to use the content of the Service and the Site as authorized herein to complete assessments and view assessment results for user's personal use as an end product only, and user must at all times maintain Clicktools copyright symbol on the product in any form or medium. Users assume the risk of disclosing their assessment results to third parties on an anonymous basis. Modification or use of the content in any other way is a violation of copyright and other proprietary laws. No one may copy, reproduce, transmit, post, distribute or create derivative works from this Site without prior express authorization.
NO MISAPPROPRIATION OR MISUSE OF NAMES, MARKS, OTHER PROPRIETARY MATERIAL.
User agrees not to use, misuse or misappropriate any brand names, trademarks, service marks, patents, images, text or other proprietary material or content of another on or through the Service or the Site. If you use any such proprietary material or content, by doing so, user warrants that user has the right and authority to do so.
SITE CONTENT & LINKS
You use the content on this Site, and any web sites linked thereto, at your own risk. You understand and agree as follows:

Some associated information content provided by Clicktools on various assessment results may be considered to be of an advisory nature. This information is provided solely for informational purposes and should not be considered professional advice. You should not act based on information you receive from the Site without using your own efforts to confirm such information, and, when appropriate, consulting with an independent professional regarding your individual circumstances.

Clicktools may provide advertising space and/or links and pointers to Internet sites maintained by third parties. Clicktools has not reviewed all of the third party sites nor reviewed any products or services they may provide. Clicktools is not responsible for nor does it endorse the contents or any products or services of such third parties or their sites. Clicktools does not control in any respect any information, products or services offered or suggested by third parties on the site. Clicktools does not endorse or otherwise warrant or guarantee the products or services that are either advertised on the site or connected by link.
TERMINATION.
Where this agreement is to run for an indefinite period, these Terms of Agreement may be terminated by either party hereto at any time. Clicktools shall not be liable to user or any third party in any manner for termination of the Service. In the event user should become dissatisfied with the Terms of Agreement or any modifications thereof, or with the Service or the Site, user's only recourse is to discontinue use of the Service, terminate the account and give notice of these actions. Upon termination, user's right to use the Service and the Site cease.
INDEMNITY.
User agrees to defend, indemnify and hold harmless Clicktools, its parent entities, subsidiaries, affiliates, officers, and employees, for any and all claims and demands, including attorney's fees, due to or arising from user's use of the Service, assessments, assessment results and associated information, assessment benchmarks, and good business practice examples and any other conduct related in any way to the Service or the Site, including but not limited to breaching any warranty or provision contained in these Terms of Agreement.
JURISDICTION.
The Terms of Agreement and the relationship between user and Clicktools shall be treated as if entered into and executed in England and shall be governed and construed in accordance with English Law, without regard to conflict of law principles.
NATURE OF AGREEMENT.
User agrees that the registration procedure, account set-up and log-in to the Service constitute agreement to the Terms of Agreement. Further, the Terms of Agreement is the entire and only agreement between the parties and supersedes any prior or other understandings, representations or warranties. User agrees that each use of the Services and the Site reaffirms user's acknowledgment and agreement to the Terms of Agreement.
GENERAL PROVISIONS.
The failure by Clicktools to enforce any right or provision under the Terms of Agreement shall not constitute a waiver of that provision or any other provision of the Terms of Agreement. If any provision of the Terms of Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Terms of Agreement shall remain in full force and effect.