tidyfor.ms ("tidyfor.ms")" operates and maintains an Internet website at the URL https://tidyfor.ms (the "Site") with related tools and processes ("Tools") to create individualized forms, surveys, questionnaires, and associated services ("Forms") for use by you (hereinafter referred to as "End User", "You", "Your" or "Customer"). Together, the Site, Tools, and Forms, including any sample form field, templates and related materials, shall be called the "Services". This agreement sets out the legally binding terms of your use of the service provided by tidyfor.ms to you. By accessing, using and/or registering for the service provided by tidyfor.ms, you agree that you have read and understand this 'Terms of Service' document and all of its contents (hereinafter referred to as the "Agreement"). You agree to this Agreement being the legal equivalent of a signed, written contract and equally binding, and that you will be subject to all of the terms and conditions set forth herein. tidyfor.ms may modify this agreement from time to time and such modifications will be effective immediately upon posting of the modification. You agree to review the Agreement from time to time so as to be aware of any such modifications, additions, deletions or other changes. You understand and agree that your continued access, registration and/or use of the Service shall be deemed to be your acceptance of the modified agreement.
The Service provided by tidyfor.ms enables the Customer to create individualized forms, surveys, questionnaires, and polls and associated services ("Forms") containing images, videos and other rich media content. The Services allow you to send forms to certain individuals (the "Form Participants") and to analyze their responses. We may add new features, bug fixes and enhancements from time to time and any new feature, enhancement, addition, change or upgrade to the current Service shall be subject to the terms and conditions set forth in the Agreement herein. We may, from time to time, retire old features.
You agree to fulfill the Client responsibilities outlined in this Agreement including the responsibility to administer, create and distribute the Forms and to ensure that your use of the tidyfor.ms Services does not violate any law, including any law against spamming. Notwithstanding any other provision of this Agreement, if tidyfor.ms provides any sample forms to you, those forms are provided "AS IS." tidyfor.ms makes no representations or warranties of any kind concerning the forms or their use, and Customer's use of the forms is at its own risk. tidyfor.ms hereby grants you a license to modify, alter, or copy forms clearly marked as tidyfor.ms's intellectual property for your own internal business purposes. You agree to use all of the forms in accordance with all relevant copyright laws and notices.
tidyfor.ms is committed to our policy of protecting the privacy and confidential information of both you and your Form Participants. Any information you or your Form Participants provide to tidyfor.ms will be used only as described in the tidyfor.ms Privacy Policy.
tidyfor.ms will not edit, review, monitor, or disclose the contents of any Form, Form responses, Electronic Messages created and/or sent by a User to a third-party recipient without User's prior permission, except in the following cases:
a) In order to enforce this Agreement;
b) If it is required by the law;
c) In compliance with legal authorities or during any legal proceeding;
d) In order to rectify any technical or logical issue, in any Form, reported by the User, which the User is not able to solve without assistance from tidyfor.ms;
e) To respond to any good faith belief or claim that a Form, or any of its content or a Message or any of its contents, violates the rights or interests of any third party or violates this Agreement; and/or
f) To protect the rights and/or property of tidyfor.ms, its’ licensors or any other third party.
For your ease of use, when you begin to use the Services, you will be able to create your own user names and passwords. You are solely responsible for any and all activity that occurs within your account including, but not limited to, the content of all Forms, Electronic Messages sent through the Service from your account. Also, you are solely responsible for maintaining the confidentiality and security of your account and password. At your sole discretion, you may modify/change your password at any time by following the instructions provided on the tidyfor.ms web site. If you learn of any unauthorized use or any breach of security in your account, user names and/or passwords, you expressly agree to notify tidyfor.ms immediately.
tidyfor.ms grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and compose, send, read, print, save as well as forward electronic messages containing the Content as described in this Agreement. The Customer hereby agrees to access and use the Service for its intended purposes, subject to compliance with this Agreement, and is hereby prohibited from utilizing the Service for any other purpose or to alter the Content and/or Service in any way, including, but not limited to, removing or deleting any proprietary rights notices. This license does not include the right to collect or use information contained on the Site or through the Service for purposes prohibited by tidyfor.ms, to compete with tidyfor.ms, create derivative works based on any and all Content obtained through the Service, or download or copy any Content obtained through the Service (other than page caching). In addition, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer any content, information, documents, graphics or other materials or Content obtained through your use of the Service, in whole or in part, for commercial or non-commercial purposes. License to use the Service is limited to personal use by the End User; therefore, resale or commercial use of the Service or any other means to seek financial gain from providing the Service to any third party, without the express, prior written consent of tidyfor.ms, is strictly prohibited. By using the Service, you acknowledge and agree that portions of the Content is provided to you by third-party licensors, and you hereby agree to adhere to and comply with any such third-party's license(s) and to refrain from violating any such licensor's intellectual property rights. If you use the service in a manner that exceeds the scope of this license or breaches this Agreement, tidyfor.ms may revoke the license granted to you.
You agree to pay the fees for the Services listed in any Sales Order Exhibit. All Sales Order Exhibits are non-cancellable and non-refundable. We may assess a late fee of one and one half percent (1.5%) per month on any balance that remains unpaid after the due date. Failure to pay any invoice within fifteen (15) days of the date of any invoice will be a material breach of the Agreement that entitles tidyfor.ms to terminate this Agreement including your access to Services immediately. You are responsible for the payment of all sales, use and other taxes, except those on tidyfor.ms's income. All payments are to be made in United States dollars.
By accessing and/or using the Service, you hereby represent and warrant that you will not utilize the Service for any purpose that is unlawful and/or prohibited by the terms and conditions in this Agreement. The Service provided by tidyfor.ms makes use of the Internet to conduct online form, compose, send and receive electronic messages; therefore, each End User's conduct is subject to Internet law, regulations, policies and procedures. By utilizing the Service, you shall not engage in unlawful or unethical activities through your use of the Service, including, but not limited to:
a) unsolicited forms;
b) defamation, libel, slander, abuse, harassment, stalking, embarrassment, threatening acts or otherwise violate the legal rights of any third party;
c) publish and/or distribute inappropriate, profane, vulgar, defamatory, infringing, obscene, adult-oriented, pornographic, torturous, indecent, unlawful, immoral or otherwise objectionable material;
d) harm minors in any way, form or manner;
e) harvest or collect any information about any third party, including, but not limited to, e-mail addresses, without consent of such third party;
f) record conversations or communications between or among any other third parties without the consent of such third parties;
g) create false identities for the purpose of misleading any third party as to the identity of the sender of any Message or to manipulate the origin of any Message or transmission of same;
h) transmit or upload any content or materials that contain viruses, Trojan Horses, worms, bots or any other harmful or destructive programs;
i) transmit or upload any content or materials that contain software or other content that is protected by Intellectual Property Rights, including, but not limited to, copyright, trademark and patent rights, rights of privacy or publicity, or any other applicable law, unless you are the owner of such rights thereto or have received all necessary consents by the respective owners of such rights;
j) transmit or upload any content or material that would encourage conduct that could constitute a criminal offense, civil liability or otherwise violate any applicable local, state, federal or international law, regulation or policy;
k) interfere with, disrupt or manipulate the Service, its networks or servers, or violate the regulations, policies and procedures of such networks and servers;
l) successfully gain or attempt to gain unlawful and/or unauthorized access to the Service and/or accounts, systems and networks connected to the Service by password mining or other unauthorized means;
m) violate any applicable laws, policies or regulations, including, but not limited to, laws relative to the transmission of data or software exported from the United States of America through the Service and/or any other applicable local, state, federal and international law and regulation;
n) interfere with any individual, entity, or any other third party's use and enjoyment of the Service;
o) use the Service to advertise and/or promote any illegal activities;
p) use the Service for illegal purposes;
q) use the Service for gambling or betting purposes;
r) use the Service to promote the use of alcohol, firearms or tobacco products;
s) use the Service to send electronic mail transmissions to any third party that include links to any web site that violates the terms and conditions set forth in this Agreement; or
t) engage in any other conduct, activity or behavior that, in tidyfor.ms's sole and exclusive discretion, is considered unauthorized, illegal, immoral or objectionable.
u) frame the Site, reverse assemble, reverse engineer, decompile or otherwise attempt to derive the source code for the Services, nor create any derivative work of the Services.
You agree to defend, indemnify and hold harmless tidyfor.ms, our subsidiaries, affiliates, officers, and employees, from any and all claims, demands and damages (including reasonable attorneys' fees), due to or arising out of this Agreement including: (a) your breach of any representation, warranty, covenant or obligation under this Agreement, (b) your acts or omissions related to the Agreement and (c) any Form Participant act or omission. Without accepting the obligation to do so, tidyfor.ms reserves the right to remove any content from the Services and report any suspicious behavior to the appropriate legal authorities.
tidyfor.ms may, at its sole discretion, establish and enforce general practices, policies and limitations with regard to your use of the Service, including, but not limited to:
a) the maximum number of day(s) for which your form, form invitations, form responses, saved reports and other uploaded content will be stored by the Service;
b) the maximum number of forms that you may be allowed to conduct or create through the Service;
c) the maximum number of form responses that you may be allowed through the Service;
d) the maximum size of form that your account maybe allowed through the Service;
e) the maximum disk and/or server space that will be allotted to you on tidyfor.ms's servers for your use of the Service; and/or
f) the maximum number of instances and duration which you may access the Service in a given period of time.
The amount of storage on tidyfor.ms's server allotted to you for your use of the Service is limited; however, additional storage space may be available to you upon payment of additional fees. tidyfor.ms shall not be held liable for the deletion of forms, form fields, form questions, and form responses and other content that are not processed or recorded due to space limitations or other participation limitations. tidyfor.ms reserves the right to log off the account of any end user that has been inactive for an extended period of time, at the sole discretion of tidyfor.ms. tidyfor.ms further reserves the right to modify, add to or otherwise change these practices, policies and limitations at any time, with or without notice to you, at its sole discretion.
By accessing, using and/or registering for the Service, you shall not use the Service, in whole or in part, in any way, for the purpose of composing and/or sending chain letters, junk electronic mail, "spam", or any purpose that involves the utilization of distribution lists to any third party business or individual that has not given express specific permission to be included in such a distribution list. Any electronic mail advertisement that is composed and addressed to a third-party recipient with whom the sender does not have an existing business, commercial or personal relationship and which is not sent at the express request or consent of the recipient to receive such a Message from you is strictly prohibited (hereinafter referred to as "Spamming"). tidyfor.ms reserves the right to immediately terminate any End User's license to access and/or use the Service if such End User uses the Service, in whole or in part, for Spamming purposes, and tidyfor.ms reserves the right to seek appropriate legal action as necessary for any such violation. If you reasonably believe that any other user may be using the Service for Spamming purposes, you hereby agree that you will promptly notify tidyfor.ms of any such violation.
THE MATERIALS ON tidyfor.ms WEBSITE ARE PROVIDED “AS IS”. tidyfor.ms MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. YOU UNDERSTAND THAT tidyfor.ms IS DEPENDENT ON CERTAIN THIRD PARTIES AND ON MATTERS OUTSIDE OUR CONTROL WHEN DELIVERING THE SERVICES. tidyfor.ms MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUSFREE, ERROR-FREE, ACCURATE OR RELIABLE. ANY MATERIAL AND/OR DATA OBTAINED OR DOWNLOADED THROUGH THE SERVICES, INCLUDING FORM RESPONSES IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED BY SUCH MATERIAL, INCLUDING ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.
FINALLY, YOU ACKNOWLEDGE THAT tidyfor.ms DOES NOT CONTROL WHAT AND HOW YOUR FORM PARTICIPANTS COMMUNICATE. YOU ARE SOLELY RESPONSIBLE TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY FORMS, FORM RESPONSES, FORM RESULTS AND SIMILAR MATERIALS.
tidyfor.ms’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES, AND THE AGGREGATE AMOUNT OF SUCH DAMAGES WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE FEES PAID BY CLIENT RELATED TO THE FORM THAT GAVE RISE TO THE DAMAGE. IN NO EVENT WILL tidyfor.ms BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, DATA, OR USE WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. THE CLIENT ACKNOWLEDGES THAT tidyfor.ms HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THAT THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
As between tidyfor.ms and you, tidyfor.ms owns all right, title and interest in the Services, and tidyfor.ms logos, trademarks, template, tutorial, sample questions and questionnaires, and other materials created by tidyfor.ms ("tidyfor.ms intellectual Property"). You may use the tidyfor.ms Intellectual Property only with the Services and not in any other way. As between tidyfor.ms and you, you own all right, title and interest in your logos and trademarks, the form responses, and the form fields so long as they are not derived from tidyfor.ms Intellectual Property. You grant tidyfor.ms a limited, nonexclusive license to reproduce, distribute, display and use any Client Content and Client intellectual property as necessary to perform its obligations under this Agreement. You also grant tidyfor.ms a license to use your company name and logo in tidyfor.ms marketing materials and Client lists, including on the tidyfor.ms website. You agree not to remove and to always include any and all copyright and property notices attached to tidyfor.ms Intellectual Property, including all templates. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without express, prior authorization from tidyfor.ms.
Unless required by law, we both agree that we will not make each other's Confidential Information available in any form to any third party or use each other's Confidential Information for any purpose other than the implementation of this Agreement. The following types of information will be considered Confidential Information: the terms and pricing in this Agreement, any software or documentation related to the Services, tidyfor.ms sample questions and templates, trade secrets, technical know-how, inventions, educational materials, product development plans, pricing, marketing plans, client lists and all form responses from your forms. Confidential Information does not include information that: (a) is or becomes generally available through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure or (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure.
By accessing, using and/or registering for the Service, you agree to:
a) provide true, accurate, complete and current user information as requested by tidyfor.ms at any time;
b) provide for your own access to the Internet and pay any fees or costs relative to such access that is required to access the Service;
c) provide all necessary equipment and/or materials necessary for you to make such connection to the Internet in order to access, use and/or register for the Service.
By providing any user information that is untrue, inaccurate, incomplete and/or not current, tidyfor.ms reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service, in whole or in part, by you.
tidyfor.ms reserves the right to monitor, review, retain, store or disclose any information or content as necessary, at any time, in conjunction with any applicable law, regulation, policy, legal process and/or government or police request, or to enforce this Agreement herein at the sole discretion of tidyfor.ms. You hereby agree that tidyfor.ms shall be held harmless from any liability for any such monitoring, lack of monitoring, review, lack of review, retention, lack of retention and/or disclosure of content or information as described herein.
If any End User or other third party elects to send any unsolicited suggestions, ideas, notes, drawings, diagrams, concepts, content, text or other information, any such Information shall be deemed the property of tidyfor.ms. End User hereby assigns and transfers all Intellectual Property Rights in and to the Information to tidyfor.ms. tidyfor.ms is not responsible or liable to provide compensation to End User in any way, form or manner for the transfer or assignment of Intellectual Property Rights in and to the Information, nor is tidyfor.ms subject to any confidentiality policies on behalf of the End User regarding the Information and, therefore, shall not be liable or owe any compensation to End User for any use and/or disclosure of the Information.
You, as End User, have the sole and exclusive responsibility for any content, data, text, software, music clips, sound, video, photographs, graphics, messages, files or other material that is transmitted, posted or otherwise distributed by you through the Service (hereinafter referred to as "End User Content"), including, but not limited to, the contents of your electronic mail communications, photographs posted by you on the tidyfor.ms Site or through the Service. As such, you assume sole liability for all End User Materials posted by you, whether publicly or privately posted and/or transmitted. tidyfor.ms is not responsible and holds no liability relative to monitoring the End User Content provided through the Service, and does not warrant, guarantee or represent, in any way, the accuracy, quality and/or integrity of the End User Materials. By utilizing the Service, you acknowledge that you may be exposed to content or other materials submitted by third parties or other users that may be offensive, indecent or otherwise objectionable, and that tidyfor.ms is held harmless from any liability resulting or arising out of it. Likewise, tidyfor.ms shall not be held liable for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content transmitted through the Service.
You agree to indemnify and hold tidyfor.ms, subsidiaries, affiliates, officers, agents, representatives, successors, members, principals and other partners and employees harmless from any loss, liability, claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Site or services set forth in this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations, obligations and warranties set forth above. tidyfor.ms reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any matter without the written consent of tidyfor.ms.
You may cancel your account at any time. Your subscription fee is prepaid, so we simply require that you cancel prior to your monthly or annual renewal date or you will be charged your next month's or annual subscription fee. We do not prorate or refund our service.
All cancellations must be done through your account. Upon receipt, we will schedule your account for cancellation. Your account will remain accessible and active up until the day before your renewal date. At that time, we will permanently cancel and delete from our system all your data including forms and form responses, etc.
Please note that until you request cancellation through your account, your account will be charged monthly or annually, whoever you elected during registration, for your subscriptions fee. Inactivity in your account will not constitute a cancellation.
tidyfor.ms may immediately terminate this Agreement in response to any Client breach or any action that in tidyfor.ms's sole discretion constitutes a violation of this Agreement or any other abuse of the Services. tidyfor.ms may also terminate this Agreement for convenience. In the event tidyfor.ms terminates this Agreement for convenience, tidyfor.ms will refund to you any pre-paid but unused fees on a pro-rata (monthly) basis. Termination of this Agreement, and your End User account, to use the Service shall not have any effect on your obligations to tidyfor.ms under any other agreement or policy relating to the tidyfor.ms Service. tidyfor.ms reserves the right to immediately terminate your End User account and your access to the Service for any violation of the terms and conditions set forth in this Agreement, with or without prior notice to you, for any reason in tidyfor.ms's sole and exclusive discretion. Upon termination of your End User account, and your access to the Service, you must destroy all content and materials obtained through your use of the Service, all related documentation and any originals or copies.
tidyfor.ms reserves the right to modify and/or discontinue the Service, whether temporarily or permanently, with or without notice to the users, and tidyfor.ms shall not be liable to you or any third party for any such modification and/or discontinuance of the Service. tidyfor.ms further reserves the right to make revisions, modifications, additions, deletions or any such changes to this Agreement at its sole discretion, at any time, with or without notice to its users.
The Agreement and the relationship between Client (users and end users) and tidyfor.ms shall be treated as if entered into and executed in the State of South Dakota and shall be governed and construed in accordance with its’ laws, without regard to its conflict of law provisions. The United Nations Convention on the International Sale of Goods will not be applicable. You agree to submit to personal and exclusive jurisdiction and venue of the courts serving the State of South Dakota. You agree that in the event of any dispute between you and tidyfor.ms, you will resolve the dispute directly with tidyfor.ms and will not join any class action suit. THE UNIFORM COMMERCIAL INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THIS AGREEMENT.
The Agreement is the entire and only agreement between us and supersedes any prior or other understandings. The terms of the Agreement may be changed only by a written document referencing this one and signed by both you and tidyfor.ms (an "Amendment"). The failure by tidyfor.ms to enforce any right or provision of the Agreement will not constitute a waiver of that provision or any other provision of the Agreement. If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Agreement shall remain in full force and effect. tidyfor.ms will not be liable for any delay or failure under this Agreement if the delay or failure is due to any cause beyond our control including restrictions of law or regulations, labor disputes, acts of God, if you have insufficient or inadequate bandwidth or technology, general Internet brown-outs, black-outs or slowdowns, emergency and ordinary maintenance of the Site, any "hacking" or any "denial of service" activity. You may not assign or otherwise transfer this Agreement by operation of law or otherwise without tidyfor.ms' prior written consent. Any entity that acquires, merges with, or otherwise combines in any manner with your company or that your company acquires, merges with or otherwise combines with in any manner acquires no rights under this Agreement including the right to use the Services in any way directly or indirectly.
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