EvalX Terms of Service
If you will be using the Services on behalf of an organization, you agree on behalf of that organization and by clicking into the system you are representing that you have the authority to act on their behalf. In such case, “you” and “your” will refer to that organization.
1. Fees and Payments
1.1. Fees for Services. You agree to pay to EvalX any fees for each Service you purchase or use, in accordance with the payment terms presented. Fees paid by you are non-refundable, except as provided in these Terms or as required by law.
1.2. Subscriptions. Services are billed on a monthly or yearly basis (we call these “Subscriptions”). Your Subscription will automatically renew at the end of each month or year, depending on the nature of your Subscription, unless you cancel the auto-renewal feature, or by contacting EvalX.
1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than EvalX’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay EvalX for the Services without any reduction for Taxes.
1.4. Price Changes. EvalX may change its fees at any time, provided that the change will become effective only at the end of the then-current billing cycle of your Subscription. EvalX will provide you with reasonable prior written notice to give you an opportunity to cancel your Subscription before fees change.
1.5. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
2.1. Confidentiality. EvalX will treat your Content as confidential information and only use and disclose it in accordance with these Terms. Content is not regarded as confidential information if it: (a) is or becomes public (other than through breach of these Terms by EvalX); (b) was lawfully known to EvalX before receiving it from you; (c) is received by EvalX from a third party without knowledge of breach of any obligation owed to you; or (d)was independently developed by EvalX without reference to your Content. EvalX may disclose your Content when required by law or legal process, but only after EvalX uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
2.2. Security. EvalX will store and process your Content in a manner consistent with industry security standards.
3. Account Management
3.1. Password Security. If you have been issued an account by EvalX in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not EvalX, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify EvalX immediately. Accounts may not be shared and may only be used by one individual per account.
3.2. Keep Your Information Up to Date. EvalX occasionally sends notices to the email address registered with your account. You must keep the details associated with your account current. Accounts are controlled by the entity whose email address is registered with the account.
3.3. Storage. You are responsible for maintaining, protecting, and making backups of your Content. EvalX will not be liable for any failure to store or corruption of your Content.
3.4. Account Inactivity. EvalX may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. We will, however, make best efforts to warn you before terminating your account.
4. Your Content
4.1. Ownership of Your Content. You retain ownership of all intellectual property rights in your Content. EvalX does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
4.2. Limited License to Your Content. You grant EvalX a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of EvalX’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide EvalX with feedback about the Services, we may use your feedback without any obligation to you.
4.3. Customer Lists. EvalX may identify you (by name and logo) as an EvalX customer on promotional materials.
4.4. Copyright Claims. If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify EvalX’s agent for those claims.
5. User Requirements
5.1. Legal Status. You may only use the Service if you have the legal capacity to form a contract with EvalX. You represent and warrant that you will comply with all laws and regulations applicable to use of these Services.
6. User Content
6.1. User Content. The Services display content provided by others that is not owned by EvalX. Such content is the sole responsibility of the entity that makes it available. You are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.
EvalX is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use Content from the Services unless you have first obtained the permission from its owner or are otherwise authorized by law to do so.
6.2. Content Review. You acknowledge that EvalX may be required to review certain content submitted to the Services to determine whether it violates the law or these Terms. We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. EvalX otherwise has no obligation to monitor or review any content submitted.
6.3. Third Party Resources. EvalX may publish links in its Services to internet websites maintained by third parties. EvalX does not represent that it has reviewed such third party websites and is not responsible for any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
7. Acceptable Uses
7.1. Legal Compliance. You must use the Services in compliance with applicable law.
7.2. Responsibilities. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purpose.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions provided.
(c) You may not circumvent any limitations that EvalX imposes on your account. Opening a new account to launch a survey already deemed in violation would be one such example.
(d) Unless authorized by EvalX in writing, you may not probe, scan, or test the vulnerability of any EvalX system.
(e) Unless authorized by EvalX in writing, you may not use any automated system or software to extract or scrape data from our websites or software.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services. If you do so, you agree that your account will be terminated and your conduct reported to the authorities.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. EvalX will endeavor to notify you of any abusive or excessive usage.
(i) Unless authorized by EvalX in writing, you may not resell or lease the Services.
(j) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless EvalX has agreed with you otherwise. You may not use the Services in a way that would subject EvalX to those industry-specific regulations without obtaining EvalX’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with EvalX that permits you to do so.
8. Suspension and Termination of Services
8.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms because we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing.
8.2. By EvalX. EvalX may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. EvalX may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. EvalX may suspend performance or terminate your Subscription for any of the following reasons:
(a) you have materially breached these Terms and failed to cure that breach within 30 days after EvalX has so notified you in writing;
(b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or
(c) you fail to pay fees for 30 days past the due date. Additionally, EvalX may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. EvalX may also suspend providing the Services to you if we are investigating suspected misconduct by you. In time sensitive situations, EvalX may decide to take immediate action without notice. EvalX will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension as is needed. EvalX has no obligation to retain your Content upon termination of the applicable Service.
8.3. Further Measures. If EvalX stops providing the Services to you because you repeatedly or egregiously breach these Terms, EvalX reserves the right to take necessary measures, such as blocking your IP address, to prevent the further use of the Services by you.
9. Changes and Updates
9.1. Changes to Terms. EvalX may change these Terms at any time for a variety of reasons. The most current version will always be posted on the EvalX website. If an amendment is material, as determined in EvalX’s sole discretion, you will be notified by email, website posting, or upon entry to your account. Changes will be effective no sooner than the day they are publicly posted.
9.2. Changes to Services. EvalX may add, alter, or remove functionality from a Service at any time without prior notice. EvalX may also limit, suspend, or discontinue a Service at its discretion. If EvalX discontinues a Service, we will give you reasonable notice and provide you with an opportunity to export a copy of your Content from that Service. EvalX may remove content from the Services at any time in its sole discretion, although we will make best efforts to notify you should we deem this may affect you adversely.
10. Disclaimers and Limitations of Liability
10.1. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND EVALX DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
10.2. Exclusion of Certain Liability. EVALX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
10.3. Limitation of Liability. THE AGGREGATE LIABILITY OF EACH OF EVALX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF THE AMOUNTS PAID BY YOU TO EVALX DURING THE 12 MONTHS PRIOR TO THE EVENT OR $200.00 (U.S.).
10.4. Businesses. You will indemnify and hold harmless EvalX and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
11. Contracting Entity
11.1. Contracting Parties. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, EvalX L3C.
11.2. EvalX L3C. For any Service provided by EvalX L3C., the following provisions will apply to any terms governing that Service:
Contracting Entity. References to “EvalX”, “we”, “us”, and “our” are references to EvalX L3C., located at 1 Yale Ave, St Louis, MO 63130.
Governing Law. Those terms are governed by the laws of the State of Missouri (without regard to its conflict of laws provisions). Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Saint Louis, Missouri, and the federal courts located in the Eastern District of Missouri with respect to the subject matter of those terms.
12. Other Terms
12.1. Assignment. You may not assign these Terms without EvalX’s prior written consent, which may be withheld in EvalX’s sole discretion. EvalX may assign these Terms at any time without notice to you.
12.2. Integration Clause. These Terms (including the Additional Terms) constitute the entire agreement between you and EvalX, and supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
12.3. Independent Contractors. The relationship between you and EvalX is that of independent contractor, not legal partner, employee, or agent for each other.
12.4. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
12.5. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
12.6. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.