SURVEY TERMS OF SERVICE

Please read the following Survey Terms of Service (the “Survey Terms”) carefully before using or participating in the Socratic Technologies, Inc. (“Socratic,” “we,” “our,” or “us”) online features, services and/or programs related to our online survey tools related to the creation, deployment, analysis, and administration of surveys (collectively, the “Survey Services”). The Survey Terms are additional terms to the Socratic Terms of Use located at https://www.sotech.com/terms/. With respect to the Survey Services, if there is a conflict between the foregoing Terms of Use and these Survey Terms, these Survey Terms will take precedence.

These Survey Terms are not applicable to any other web page operated and/or owned by any entity other than Socratic, including, without limitation, any website, mobile application, blog, forum, or other material operated by any third party. When visiting third-party websites, you should refer to the terms and conditions in effect for the applicable owner.

PLEASE READ THE SURVEY TERMS CAREFULLY, WHICH INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE SURVEY SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH SOCRATIC REGARDING YOUR USE OF THE SURVEY SERVICES. BY ACCESSING OR USING THE SURVEY SERVICES, YOU AGREE TO BE BOUND BY THE SURVEY TERMS AND ALL ADDITIONAL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THE SURVEY TERMS, YOU SHOULD NOT ACCESS OR OTHERWISE USE THE SURVEY SERVICES.

1. SURVEY SERVICES.
   1. Subject to the terms and conditions of the Survey Terms, we agree to provide you with the Survey Services. You hereby provide, and agree to provide in the future, to us, our related companies (collectively, “Affiliates”), and agents or contractors acting on behalf of us or an Affiliate, the proper license right to use the Customer Content (as defined herein) to provide the Survey Services to you.
   2. We may change and improve the Survey Services. We may add, alter, or remove functionality from the Survey Service at any time without prior notice. We may also limit, suspend, or discontinue some or all of the Survey Services at our discretion.
2. LICENSE AND CUSTOMER CONTENT.
   1. We hereby grant you a non-exclusive, non-transferable, non-sublicensable license to access and use our proprietary survey software hosted in our online environment, all electronic data embodied therein, any upgrades thereto, as well as any user documentation provided by us to you (collectively, the “Survey Portal”) to access the Survey Services, as consistent with the Survey Terms. This license to you grants you the right to either (a) create, edit, view and/or publish a survey if you are a publisher of a survey, or (b) participate in, and provide responses to, a survey created by a publisher of a survey if you are an invited respondent to that survey.
   2. We are furnishing access to the Survey Services for authorized use by you solely for the purposes of creating, editing, viewing and/or publishing, or responding to (as applicable), a survey, which may consist of a series of pages on a website (each, a “Survey”) with content provided by you, including your personal data and the personal data of others (“Customer Content”). The Customer Content may include information, data, text, music, sound, photographs, graphics, video, messages and/or other materials provided to us by you.
   3. Customer Content will be considered your property. Subject to the terms and conditions of the Survey Terms, you hereby grant to us, our Affiliates, and agents or contractors acting on behalf of us or an Affiliate, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, fully paid-up right and license to (a) reproduce, modify, create derivative works of, perform, publish, distribute, display and use Customer Content in connection with performing the Survey Services and as otherwise permitted by these Survey Terms and/or our Terms of Use; (b) use Customer Content internally within Socratic and Affiliates; (c) distribute (directly or through a chain of distribution) the Customer Content and/or derivative works of the Customer Content in or for use with any technology, service, device, platform and/or product that is distributed or otherwise provided by Socratic, Affiliates, or their licensees (collectively, the “Socratic Products”), (d) use, display and distribute the Customer Content and its derivative works in marketing or promotional materials related to the Socratic Products; and (e) allow use of the Customer Content by users of Socratic Products. The foregoing license continues even after you stop using our Survey Services. If you provide us with feedback about the Survey Services, we may use your feedback without any obligation to you.
   4. You grant Socratic and Affiliates (and their agents and contractors acting on their behalf) a non-exclusive, non-transferable, royalty-free, license to use, reproduce, have reproduced, and display your trademarks and logos (collectively, “Trademarks”), solely in connection with incorporation and use of the Customer Content in Socratic Products, including without limitation, marketing and promotional materials; provided, however, use beyond screen shots of Socratic Products showing Trademarks in marketing and promotional material shall be subject to your written approval. All use by Socratic of the Trademarks, including any goodwill associated therewith, shall inure to your benefit.
   5. You agree that you are solely responsible for all Customer Content incorporated into Surveys that is posted, emailed or transmitted via the Survey Services provided by us, including for obtaining prior written consent for the use of any third party materials contained in the Customer Content, and any associated payments, if applicable. You acknowledge that we do not pre-screen Customer Content, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any Customer Content that does not abide by the terms contained in the Survey Terms, or any Customer Content that we believe violates the law, or for any other reason we deem appropriate.
   6. You are responsible for maintaining, protecting, and making backups of your Customer Content. To the extent permitted by applicable law, we will not be liable for any failure to store, or for loss or corruption of, your Customer Content.
   7. You are responsible for your conduct, Customer Content, and communications with others while using the Survey Services. In addition to the other responsibilities set forth herein, you must comply with the following requirements when using the Survey Services:
      1. You may not misuse our Survey Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
      2. You may not forge headers or otherwise manipulate identities in order to disguise the origin of any content transmitted through the Survey Services or provided through participation in the Surveys.
      3. You may not upload, post, link to, or otherwise transmit any information that you do not have a right to transmit.
      4. You may not grant a license hereunder to Socratic for any information that you do not have a right to grant.
      5. You may not circumvent or attempt to circumvent any limitations that we impose on your account (such as by opening up a new account to conduct a Survey that we have closed for a violation of the Survey Terms).
      6. Unless authorized by us in writing, you may not probe, scan, or test the vulnerability of any Socratic system or network.
      7. Unless permitted by applicable law, you may not reverse engineer the Survey Services, or attempt to do so, or allow others to do so.
      8. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Survey Services.
      9. You may not use the Survey Services to upload, post, email or otherwise transmit any Customer Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise offensive or objectionable.
      10. You may not use the Survey Services to infringe the intellectual property rights of others, or to commit any unlawful activity.
      11. Unless authorized by us in writing, you may not resell or lease the Survey Services.
      12. If your use of the Survey Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless we have agreed with you otherwise. You may not use the Survey Services in a way that would subject us to those industry-specific regulations without obtaining our prior written agreement.
   8. DSL, cable or another high speed Internet connection is required for proper transmission and use of the Survey Services. You are responsible for procuring and maintaining the network connections and all software and equipment that may be necessary to use the Survey Services. We assume no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by us.
3. USERS AND PASSWORDS.
   1. As part of your use of the Survey Services, you may create unique passwords and user names to create a Survey or to participate in a Survey. The logins are for designated users and cannot be shared or used by more than one user. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Survey Services, and you will promptly notify us of any unauthorized access or use of the Survey Services through your access credentials and any loss or theft or unauthorized use of any user’s password and/or account user name and/or account numbers.
   2. We occasionally send notices to the email address registered with your account. You consent to receive electronic communications from us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
   3. In addition to our termination rights set forth in Section 10 below, we may terminate your account and delete any content contained in it if there is no account activity (such as a log in event) for over twelve (12) months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
   4. We do not collect personal information from any person that we know to be under the age of thirteen (13). You affirm that you are more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Survey Terms, and to abide by and comply with the Survey Terms. In any case, you affirm that you are over the age of thirteen (13), as THE SURVEY SERVICES ARE NOT INTENDED FOR CHILDREN UNDER THIRTEEN (13) WHO ARE UNACCOMPANIED BY THEIR PARENT(S) OR LEGAL GUARDIAN(S).
   5. As a publisher of a Survey, you may have the option to invite your own list of users to take a Survey, or you may purchase a sample of users through Socratic’s available audience panel (the “Panel”). Those who invite their own users will have their final Survey screen contain an invitation to join the Panel. Socratic will then have the ability to continue a relationship with those individuals who join the Panel, including, but not limited to, inviting them to participate in Surveys in the future. You will have the option to remove that invitation to join the Panel by paying for a white-label version of the Survey.
4. OWNERSHIP AND PROTECTION OF CONTENT AND INTELLECTUAL PROPERTY.
   1. Socratic or Socratic’s licensors retain all ownership and intellectual property rights to the Survey Portal and Survey Services. Except for the license granted to you in Section 2, you will have no right, title or interest in the Survey Portal or Survey Services. All rights not expressly granted herein are reserved to us.
   2. You will retain all ownership and intellectual property rights in the Customer Content. Except for the limited licenses granted to us in Section 2, we will have no right, title or interest in the Customer Content.
   3. In the course of using the Survey Services, you may submit Customer Content to us, or third parties may submit content to you through the Survey Services, for example, by participating in a Survey. Subject to the limited licenses granted to us in Section 2, all Customer Content and personal data that you provide us will be handled in accordance with our Privacy Notice located at https://www.sotech.com/privacy/ .
   4. We may publish links in our Survey Services to Internet websites maintained by third parties. The linked sites are not under our control, and we are not responsible nor are we liable for the contents of any linked sites or any links contained in a linked site or any changes or updates to such sites. We do not represent that we have reviewed such third party sites.
5. CONFIDENTIALITY.
   1. Each party agrees that information supplied by each to the other, whether in electronic, oral or written format, during the course of providing and using Socratic’s Survey Services may be of a competitively sensitive or proprietary nature and confidential to that party, including, without limitation, customer data, each party’s proprietary technology, business processes and technical product information, customer/client-owned information, information about a party’s customers/clients, designs, issues, all communication between the parties regarding the Survey Services and any information that is clearly identified in writing at the time of disclosure as confidential (collectively, “Confidential Information”). Unless clearly identified in writing at the time of disclosure as confidential, Customer Content will not be Confidential Information. Each party will (a) protect the Confidential Information of the other party disclosed hereunder to the same extent it protects its own proprietary information of similar importance; (b) not disclose, or permit the disclosure of, Confidential Information of the other party to any person or entity other than to an employee or approved agent or representative of either party obligated to maintain the confidentiality of such information; and (c) not use Confidential Information of the other party for any purpose other than to exercise its rights and fulfill its obligations pursuant to the Survey Terms.
   2. Confidential Information will not include information which can be shown by a recipient to have (a) been known by such party at the time of disclosure; (b) entered the public domain by some action other than breach by the receiving party of the Survey Terms or any other agreement between the parties; (c) been independently developed by the recipient by personnel without access to the Confidential Information; or (d) been released in writing from the obligation of confidentiality by the owner or licensor of such Confidential Information. Each party’s obligation of confidentiality under the Survey Terms will extend at all times following termination or expiration of your use of the Survey Services. If you and Socratic become parties to a separate confidentiality agreement, non-disclosure agreement or have similar confidentiality obligations, the terms that are most protective of the disclosing party’s Confidential Information will take precedence.
   3. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance pursuant to the Survey Terms. Either party may disclose the Confidential Information of the other party if required by law or regulation, provided that, if legally permitted, the receiving party provides prompt written notice to the disclosing party of such impending release and the releasing party cooperates to the fullest extent required by law or regulation with the disclosing party to minimize such release.
6. PAYMENT TERMS.In consideration of the right to use some of the Survey Services, you may be required to pay us to use those Survey Services. You agree to pay to Socratic any fees for each Survey Service you purchase or use (including any coverage fees), as applicable, in accordance with the pricing and payment terms presented to you for that Survey Service. Unless a Survey Service provides alternate terms, you will pay all applicable fees within thirty (30) days of receipt of an invoice from us. If you fail to timely pay any amount due and payable hereunder, in addition to the delinquent amount, you will pay interest at the rate of one and one-half percent (1 ½%) per month, or the maximum amount allowed by law, whichever is less, on such delinquent amount from the due date thereof until the date of payment. Fees paid by you are non-refundable, except as provided by us or when required by law. Unless otherwise stated, you are responsible for any taxes (other than our income tax) or duties associated with the sale of the Survey Services, including, without limitation, any related penalties or interest.
7. INDEMNIFICATION.You agree to defend, indemnify and hold harmless Socratic, Socratic’s subsidiaries, Affiliates, directors, officers, employees, agents, co-branders or other partners from and against any claim, demand or judgment, made by any third party, and you agree to pay all costs and damages including reasonable attorneys’ fees incurred by us, directly or indirectly, as a result of such claim due to or arising out of: (a) Customer Content that you submit, post, transmit, or provide to us that caused damage to a third party; (b) your failure to comply with the Survey Terms; (c) your breach of your obligations under the Survey Terms, and (d) your use of the Survey Services. At the request of the indemnified party from time to time after any such claims, the indemnifying party shall, at its sole expense, defend, with counsel reasonably acceptable to the indemnified party, all claims, suits or proceedings arising out of the foregoing. The indemnifying party shall be notified promptly of any such claims, suits or proceedings in writing and, if requested to defend said action, given full and complete authority, information and assistance for the defense of same, provided, however, the indemnifying party shall have no authority to enter into any settlement or compromise on behalf of the indemnified party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, delayed or conditioned. In no event will the indemnified party be required to consent to any settlement that: (i) does not include a release of all covered claims pending against the indemnified party; (ii) contains an admission of liability or wrongdoing by the indemnified party; or (iii) imposes any obligation upon the indemnified party other than an obligation to cease using any infringing item. In all events, the indemnified party shall have the right to participate in the defense of any proceedings with counsel of its own choosing, at its expense.
8. WARRANTY
   1. Socratic warrants that (a) it is the owner or licensee of the Survey Portal and Survey Services and it has the right to grant the license provided herein, (b) it has full power and authority to enter into the Survey Terms and complete the transactions contemplated hereby, and (c) the Survey Terms have been duly and validly authorized for execution by all necessary organizational actions required by it.
   2. THE WARRANTIES ABOVE ARE EXCLUSIVE AND SOCRATIC HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH HEREIN AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SOCRATIC DOES NOT WARRANT THAT (A) THE RESULTS THAT MAY BE OBTAINED BY USING THE SURVEY PORTAL OR SURVEY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) AN UNAUTHORIZED PERSON WILL NEVER GAIN ACCESS TO THE CUSTOMER CONTENT OR SURVEYS, OR (C) THAT THE SURVEY SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9. LIMITATION OF LIABILITY.EXCEPT FOR LIABILITY ARISING FROM (A) YOUR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 ABOVE; (B) A BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 ABOVE; OR (C) A BREACH BY YOU OF THE LICENSE TERMS SET FORTH IN SECTION 2 ABOVE, NEITHER PARTY WILL BE LIABLE, WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT, TORT OR BASED ON A WARRANTY OR OTHER LEGAL THEORY, IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT. OUR MAXIMUM LIABILITY FOR ANY DAMAGES, REGARDLESS OF FORM OF ACTION, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR GOODS OR SERVICES IN THE PRIOR SIX (6) MONTHS, IF ANYTHING. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY.
10. TERMINATIONWe may terminate or delete your account, or terminate your right to access or use portions of the Survey Services, at any time, without notice, for any or no reason, including, but not limited to, conduct that we believe violates the Survey Terms and/or our Terms of Use and/or is harmful to other users, to us, to our partners, to the contributors, to the business of our Internet service provider, or to other information providers. We may take measures to prevent the further use of the Survey Services by you, including blocking your IP address.
11. ADDITIONAL REMEDIES.You acknowledge that your conduct that is inconsistent with the provisions of the Survey Terms may cause us irreparable damage for which remedies other than monetary relief may be inadequate. In such instances, you agree that we may seek injunctive or other equitable relief seeking to restrain such conduct without the necessity of proving actual harm or posting a bond.
12. ASSIGNMENTYou may not assign the Survey Terms without our prior written consent, which may be withheld in our sole discretion. We may assign the Survey Terms at any time without notice to you.
13. INTERPRETATION; GOVERNING LAW; EXCLUSIVE VENUE.Nothing contained herein will be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The parties agree that the subject matter of the Survey Terms will be governed by the laws of the State of California, without regard to its choice of law principles, and, to the extent applicable, the federal laws of the United States. Any action brought between the parties related to or arising from this Agreement will be resolved in the federal and state courts located in San Francisco County in the State of California, and the parties consent to the exclusive jurisdiction in these courts. No failure of either party to exercise or enforce any of its rights under the Survey Terms will act as a waiver of such rights. If any provision of the Survey Terms is found invalid or unenforceable, then that provision will be enforced to the maximum extent permissible, and the other provisions of the Survey Terms will remain in force.
14. BETA SERVICES.
    1. “Beta Services” means our services that are not generally available to the public, including prerelease Survey Portal or Survey Services.
    2. From time to time, we may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Survey Services” under the Survey Terms, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one (1) month from the trial start date or the date that a version of the Beta Services becomes generally available to customers of Socratic. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available.
    3. By using the Beta Services you agree that you will not disclose to any third party any of the information related to your use of the Beta Services, or anything related to the actual functionality of or information contained in the Beta Services, and that any of the foregoing shall be considered the Confidential Information of Socratic.
    4. We will have no liability for any harm or damage arising out of or in connection with your use of the Beta Services. We do not warrant that the operation of the Beta Services will be uninterrupted or error free. The Beta Services are distributed “AS IS”, exclusive of any warranty whatsoever.

Your Consent To This Agreement

By accessing and using the Survey Services, you consent to and agree to be bound by the foregoing Survey Terms. If we decide to change the Survey Terms or some part of them, we will make an effort to post those changes on this web page so that you will always be able to understand and agree to the terms and conditions governing your use of the Survey Services. Your use of the Survey Services following your acceptance of any amendment of the Survey Terms will signify your assent to and acceptance of its revised terms for all previously collected information and information collected from you in the future. If you have additional questions or comments of any kind, please let us know by sending your comments or requests to: