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Terms & Conditions
This is a legally binding contract between You and Suzy, Inc., which governs Your use of Our Services. Please make sure You read it, because it is important. By accepting this Agreement, either by clicking a box indicating Your acceptance, executing an Order that references this Agreement, or making a payment for services pursuant to an invoice that references this Agreement, You agree to the terms of this Agreement.
1. Definitions
For purposes of this Agreement, the following definitions apply:“Action(s)” means actions performed by Members.
“Agreement” means these Terms and Conditions.
“Deliverables” means any custom reports, research or output data developed by Us for You pursuant to this Agreement.
“Fees” means the fees set forth in each Order or Invoice.
“Licensed IP” means both Member Content and Our IP.
“Member(s)” means third-party individual members of the Crowdtap platform
“Member Content” means any content posted by Members.
“Order(s)” means Statements of Work, Licenses, Orders, or Order Forms.
“Our IP” means any of Our trademarks, logos and trade names.
“Platform” means the proprietary Suzy platform.“Services” means the specific Actions and other services to be provided to You, including via the Platform.
“Term” means the term of any Services described in an Order or invoice.
"We," "Us," or "Our," means Suzy Inc.
“You” or “Your,” we mean the person accepting these terms, or, if applicable, the company or other legal entity for which you are accepting these terms.
“Your IP” means Your trademarks, logos, trade names and Your Materials.
“Your Materials” means all products, samples, services, premiums, advertising, promotional and other materials provided to Us or Members in connection with an Order or invoice.
2. Accepting these terms
Please read this Agreement before using the Services. If You do not agree to the terms of this Agreement, You may not use the Services. If We make material changes to this Agreement, We’ll let You know either through the Platform or via email (at the email address you provide). If We do not hear from You within ten days, the revised Agreement will apply to You.
3. Provision of Services.
Subject to Your compliance with this Agreement, We will provide You with access to the Platform in accordance with the Order(s) or the invoice. We may modifying the number of Actions that You receive based upon your usage and upon prior written notice to You.
4. Fees/Payment.
You agree to pay Us the Fees specified in each Order or the invoice, which are exclusive of applicable sales tax, in accordance with the payment schedule set forth in the Order or the invoice. If You fail to pay an invoice, You must pay interest on the unpaid amount at one and one half percent (1.5%) per month (unless Suzy is required by law to charge a lesser amount).
5. Representations, Warranties and Covenants.
5.1. Mutual Warranties.
Suzy and You both represent and warrant that (i) the execution, delivery, and performance of this Agreement do not and will not conflict with any agreement, instrument, judgment, or understanding, oral or written, to which it is a party or by which it may be bound and (ii) the provision and use of the Services shall be in compliance with applicable federal, state and local laws, rules and regulations.
5.2. Our Warranties.
We represent and warrant that (a) the Services will be provided in a professional and workmanlike manner, and (b) it owns all rights, title, and interest in and to the Platform and the Member Content, or that Suzy has otherwise secured all necessary rights in the Platform and the Member Content to permit the access and use thereof as contemplated by this Agreement
5.3. Your Warranties.
You represent, warrant and covenant that You shall not rent, sell, license, lease or otherwise commercially exploit or make available the Platform or Member Content to any unauthorized user or otherwise use, modify, adapt, or combine the Platform, Deliverables or Member Content in an infringing or unauthorized manner;.
5.4. Disclaimer.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, SUZY AND YOU HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR TO ACHIEVE A SPECIFIC RESULT, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
6. Indemnification.
6.1. Our Indemnification Requirements.
We shall indemnify, defend and hold harmless You from and against any losses, liabilities, damages or expenses, including reasonable attorneys’ fees and expenses, (collectively, a “Loss”) arising from any claim by a third party relating to: (i) the Platform infringing a valid U.S. patent (issued before the Effective Date), or any copyright or trade secret of such third party; (ii) any violation by Us or our subcontractors of any applicable federal, state, or local law, rule, or regulation in Our provision of the Services to You; or (iii) any breach of Section 8 of this Agreement by US.
6.2. Your Indemnification Requirements.
You shall indemnify, defend and hold harmless Us against any Loss arising from any claim by a third party relating to: (i) Our authorized use of Your Confidential Information; (ii) any violation by You of any applicable federal, state or local law, rule or regulation in performing Your obligations under this Agreement; (iii) any breach of Section 8 by You; and (iv) Your products, samples or other materials provided to Members or the public in accordance with this Agreement.
6.3. Indemnification Procedure.
For any claim for indemnification, the indemnified party must provide (a) prompt written notice of the claim to the indemnifying party, and (b) reasonable and timely cooperation, information, and assistance in connection therewith. The indemnifying party will have sole control and authority to defend, settle, or compromise such claim, but must not make any settlement that requires a materially adverse act or admission by the indemnified party without the indemnified party's written consent which cannot be unreasonably withheld. The indemnifying party will not be liable for any settlement made without its prior written consent.
7. Limitations of Liability.
7.1. EXCEPT FOR ANY BREACH OF SECTION 8 (CONFIDENTIALITY) OR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 6 (INDEMNITIES), IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, LOSS OF, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES..
7.2. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILTY TO THE OTHER PARTY ARISING OUT OF APPLICABLE LAW OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID AND PAYABLE HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. THE LIMITATIONS IN SECTIONS 7.1 AND 7.2 ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY HEREIN PROVIDED THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
7.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR CONTENT SUPPLIED BY OR ACTIONS PERFORMED BY ANY MEMBER FOR OR WITH RESPECT TO YOU. YOU HEREBY ACKNOWLEDGE AND AGREE THAT MEMBERS ARE NOT OUR EMPLOYEES, AND THAT WE, WHILE CREATING, TRACKING AND MANAGING THE PLATFORM, SOLELY FACILITATE THE ENGAGEMENT OF MEMBERS FOR ACTIONS REQUESTED BY YOU AND DO NOT CONTROL, MONITOR, SUPERVISE OR REGULATE THE ACTIVITIES OF MEMBERS. YOU ACKNOWLEDGE AND AGREE THAT WE ARE IN NO WAY LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY MEMBERS, AND HEREBY RELEASE AND HOLD US HARMLESS FROM ANY AND ALL CLAIMS ARISING OUT OF ANY MEMBER’S ACTS OR OMISSIONS, REGARDLESS OF WHETHER WILLFUL OR NEGLIGENT.
8. Confidentiality.
“Confidential Information” means all information, including data, technology, prices, samples and specimens relating to the disclosing party (“Disclosing Party”) and its products, product concepts, technologies, businesses, financial, clinical or regulatory affairs, Your segmentation criteria, manufacturing processes or procedures or those of any third party from whom Disclosing Party receives information on a confidential basis, whether written, graphic or oral, furnished to the receiving party (“Receiving Party”) by or on behalf of Disclosing Party, either directly or indirectly, or obtained or observed by Receiving Party while performing hereunder, except information that is: (a) now in the public domain or subsequently enters the public domain without fault of Receiving Party; (b) presently known by Receiving Party from Receiving Party’s own sources as evidenced by Receiving Party’s prior written records; (c) received by Receiving Party from a third party not under any obligation to keep such information confidential; (d) independently developed by Receiving Party without access or reference to Disclosing Party’s Confidential Information; and (e) released from confidential treatment by written consent of Disclosing Party.
Except as required in accordance with this Agreement, Receiving Party agrees not to disclose or use for any purpose any Confidential Information without the prior written consent of Disclosing Party, to be given or withheld in Disclosing Party’s absolute discretion. Receiving Party shall take all necessary and reasonable precautions to prevent the disclosure of Confidential Information to any unauthorized third parties. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by applicable laws or regulations or as ordered by a court or other regulatory body having competent jurisdiction, provided that Receiving Party uses its best efforts to limit the disclosure and maintain confidentiality to the extent possible and provides reasonable prior written notice of such disclosure to Disclosing Party.
Receiving Party acknowledges that the use or disclosure of Confidential Information without Disclosing Party’s express written permission may cause Disclosing Party irreparable harm and that any material breach or threatened material breach of this Agreement by Receiving Party will entitle Disclosing Party to seek injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it.
Notwithstanding anything to the contrary, You acknowledge that if You share or direct Us to share information with Members, We shall not be liable for Members’ failure to maintain the confidentiality of such information.
9. Intellectual Property.
9.1. Licensed Intellectual Property and Content.
Subject to Your compliance with this Agreement, We grant You a royalty-free, non-transferable, non-exclusive license: (i) to use the Platform and the Licensed IP during the applicable Term solely for purposes of this Agreement; and (ii) to use the Member Content in perpetuity for advertising, promoting and publicizing You and Your products and services. You acknowledge and agree that as between the parties, We retain all right, title, and interest in and to the Licensed IP. Nothing contained herein shall constitute an assignment of such rights or grant You any title or ownership therein. You agree that You will not contest Our ownership of such rights, challenge the validity of such rights, or take any action in derogation of such rights. You shall not register the Licensed IP in any forum or in any jurisdiction and We shall retain the exclusive right to apply for and obtain registrations for the Licensed IP throughout the world.
9.2. Restrictions. Except as expressly permitted herein, You shall not directly or indirectly (a) use the Licensed IP or any Confidential Information of Ours to create or enable a third party to create any software, product or service competitive to the Platform or Services; (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Platform; (c) copy, alter, modify, or create derivative works of the Platform, Licensed IP or any Confidential Information of Ours, provided that You may copy Member Content in connection with use under the license granted above and may modify such Member Content to the extent reasonably required to accommodate the channel in which it is used, as long as such modification does not distort or change the meaning of such Member Content; or (d) otherwise use the Platform, Licensed IP or any Confidential Information in any way that violates this Agreement.
9.3. Data and Reports. To the extent We agrees to develop any Deliverables specifically for You as identified in the Order or the invoice We hereby agree that all such Deliverables shall be deemed “works made for hire” for the benefit of You, and without limiting the foregoing, except with respect to third-party materials within the Deliverables (if any), hereby assigns to You all right, title, and interest in and to such Deliverables; provided that You shall not resell such Deliverables and shall provide attribution to Us when You re-use such materials. We agree to cooperate with You at Your expense to perfect the ownership of any such Deliverables and hereby waive all moral or other rights in and to such Deliverables once assigned to You.
9.4. License from You. You grant Us a royalty-free, non-transferable, non-exclusive license to use Your IP during the applicable Term solely for the purposes of Us providing the Services hereunder. You retain all right, title, and interest in and to Your IP. Nothing contained herein shall constitute an assignment of such rights or grant to Us any right, title or interest therein. We agree that We will not contest Your ownership of such rights, challenge the validity of such rights, or take any action in derogation of such rights. We shall not register Your IP in any forum or in any jurisdiction and You shall retain the exclusive right to apply for and obtain registrations for the Your IP throughout the world.
10. Term and Termination; Survival.
This Agreement shall commence as of the date the Order is signed or the payment for the Services, whichever comes first (the “Effective Date”) and shall continue until the expiration of the Term listed in the Order or invoice. This Agreement and any Services pursuant to it may be earlier terminated by either party (i) in the event the other party fails to cure a breach of any material term of the Order or this Agreement within thirty (30) days of receipt of written notice describing such breach; or (ii) immediately upon the bankruptcy, insolvency, or dissolution of the other party. Upon expiration or termination of this Agreement, all Services will cease, and You will no longer have the right to access or use the Platform. The provisions of Sections 4-10, 12 and 14-20 of this Agreement shall survive termination.
11. Assignment.
This Agreement may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, either party may assign this Agreement to any wholly owned subsidiary, affiliate, or successor to all or substantially all its business. This Agreement is binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
12. Disputes.
All claims or disputes between You and Us arising from or relating to this Agreement shall be mutually resolved, if possible, through good faith mediation between the parties. In the event no resolution occurs within sixty (60) days of good faith mediation, the parties may exercise any dispute resolution mechanism available at law.
13. Force Majeure.
If either party is prevented from performing, or is unable to perform, any of its obligations under these Terms (except payment obligations) due to any cause beyond its reasonable control, the affected party must use commercially reasonable efforts to give written notice thereof to the other party and its performance will be extended for the period of delay or inability to perform due to such occurrence..
14. Publicity.
You agree that We may use Your name and trademarks in any news release, public announcement, advertisement, client list or other form of publicity, provided We obtain prior approval from You, such approval not to be unreasonably withheld.
15. Notice and Delivery.
Under this Agreement, if a party is required or permitted to deliver or submit written notice to the other, such delivery shall be made: (i) to You via the email address You provided, or (ii) to us at legal@suzy.com-.
16. Relationship of Parties.
The parties are independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. You shall be responsible for any tax reporting required as a result of the value of Your samples distributed to individual Members.
17. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without reference to its principles of conflicts of law. The parties consent to the exclusive jurisdiction of the federal and state courts located within New York County, New York.
18. Entire Agreement.
This Agreement and each Order or invoice constitute the entire agreement between the parties with respect to the subject matter hereof, and this Agreement or any Order may only be amended in a writing signed by both parties. In the event of any conflict between (i) this Agreement and an Order, the Order shall control or (ii) this Agreement and any other document, this Agreement shall control.
19. Severability.
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain fully enforceable.
Last Updated: March 20, 2020