New SurveyGizmo Software as a Service Agreement

Hello, Thank you for being a loyal customer – we appreciate your business! We have updated our SurveyGizmo Software as a Service Agreement. If you have a negotiated agreement with SurveyGizmo, the new online Software as a Service Agreement referenced below shall not apply to you, and your negotiated agreement shall continue to control your engagement with SurveyGizmo. If you do not have a negotiated agreement with SurveyGizmo, effective February 1, 2019, the Software as a Service Agreement found at [( will govern your use of the SurveyGizmo SaaS and Services. For your convenience, the following is a summary of the important changes; however, we recommend you carefully review the Software as a Service Agreement in its entirety. Section # of New Agreement* Service Agreement in place until January 31, 2018** Software as a Service Agreement as of February 1, 2019 Section 1.1 SaaS Affiliates were required to have their own agreements with SurveyGizmo. Customer’s Affiliates may now purchase user licenses and professional services through Customer’s agreement with SurveyGizmo. Section 1.2 Services Customers were required to enter into additional legal agreements in order to purchase professional services from SurveyGizmo. All of SurveyGizmo’s offerings are made available through one master agreement. This section addresses the professional services provided by SurveyGizmo. Section 3 Access Rights Section 4 outlined Restrictions, those actions that Customer was not allowed to take without violating the terms of the Agreement. SurveyGizmo has moved the restrictions from what was Section 4 of the prior Agreement and placed those into an Acceptable Use Policy (“AUP”). The full version of the AUP, as referenced in Section 3, is located at the bottom of our website. Section 4.1 Fees Section 5.2 required SurveyGizmo to provide 10 days prior notice of any fee increases. SurveyGizmo will now provide at least 60 days prior notice of any fee increase. Section 4.2 Invoicing and Payment Sections 5.3, 5.4 and 5.5 provided very brief statements around how SurveyGizmo invoiced Customers and processed Customer payments. SurveyGizmo combined Sections 5.3, 5.4, and 5.5 of the prior Agreement and expanded upon the information therein to provide clarity around our Invoicing and Payment requirements. Section 6.2 SurveyGizmo Security and Use Sections 7.2(a) and (c) provided brief statements around the Security provided by SurveyGizmo and our use of Customer’s Response Data and Content. SurveyGizmo provides a more information around the security measures we have in place to protect your data, and adds clarification language to how we use your data. Section 8 Right to Modify the SaaS; Use of Customer Feedback This version of the Agreement did not address Customer Feedback SurveyGizmo has added language around our use of your feedback. Section 10.1 Warranty By SurveyGizmo Section 12.1 provided only a services warranty by SurveyGizmo with the sole remedy being correction at our discretion. SurveyGizmo has expanded the warranty we provide to our Customers to include a performance warranty and a warranty around virus and malware screening. In addition to providing a correction remedy, we have added language such that if we are unable to correct a non-conformity, we may terminate and provide a pro-rata refund of fees. Section 11.2 Indemnification Claims Against Customer Section 13. SurveyGizmo provided no indemnification of its Customers. SurveyGizmo will indemnify Customers for third party claims that the SaaS infringes the intellectual property of such third party. Section 11.3 Indemnification Procedures This version did not address procedures around indemnification. This section adds procedures around indemnification. Section 12 Limitation of Liability Section 14 provided a one-sided limitation of liability. Limitation of Liability is now mutual. Section 13.1 Term Section 15.1 provided a brief summary of the term. The new version expands upon the prior version by clarifying the Effective Date, the Initial Term, and Renewal Term. Section 14.3 Use of Proprietary Marks NA This is a net new section which addresses how and when Customers may use SurveyGizmo’s name, logo, etc. Section 14.4 Service Videos NA Customer provides its consent around how and when SurveyGizmo may utilize video services in its provision of support services to you. Sections 14.6 Independent Contractor and 14.7 Anti-Corruption Sections 16.4 and 16.6 applied only to Customer. These sections have been made mutual. Section 14.11 Assignment Section 16.10 applied only to Customer. This section has been made mutual. *Section numbers in this column correspond to the Sections of the New Agreement effective February 1, 2019. ** Section numbers in this column correspond to the Sections of the agreement in place through January 31, 2019. Thanks, SurveyGizmo Legal Team Copyright © 2019 SurveyGizmo, All rights reserved. You're a customer of SurveyGizmo. Our mailing address is: SurveyGizmo 4888 Pearl East Cir Ste 300WBoulder, CO 80301-2497 [Add us to your address book]( Want to change how you receive these emails? You can [update your preferences]( or [unsubscribe from this list](.