Last Updated: May 2020
These Terms may be updated from time to time as explained in Section 12.4. We encourage you to refer to these Terms regularly to ensure your compliance. They are always found at www.emojot.com/tnc.
If a valid license agreement exists between you and Emojot, those terms take precedence over these Terms.
1 – Acceptance of Terms
Please read these Terms of Service (“Terms”) carefully before using www.emojot.com (the “Website”) or the products or services offered by Emojot Inc (the “Services”). These Terms take effect when you click on “I Accept” button or checkbox presented with these Terms or, if earlier, when you use any of the Services or Website. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are agreeing to these Terms for an entity, such as the entity you work for, you represent to us that you have legal authority to bind that entity.
2 – Description of Emojot Services
2.1 – Emojot, Inc. (“we” or “us”) provides a variety of Services, including access to proprietary computer software programs developed by us that facilitate and automate the process of conducting surveys, polls, assessments, intercepts, and related systems, security, updates and support services, via a web browser and the Internet.
2.2 – For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.
2.3 – For purposes of these Terms, data includes all survey responses, reports, and any other information input or generated on behalf of you in connection with the Services (“Data”).
2.4 – Subject to your compliance with these Terms and your payment of any applicable fees, Emojot grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes.
2.5 – Emojot may make modifications to the Services at any time, as it deems appropriate, and in its sole discretion.
3 – Your Data
3.1 – You own all rights, title and interest in all Data entered into the Service including the survey look and feel, respondent information, and survey responses. In addition, all reports and downloads derived from your Data are also owned by you. All such Data are deemed Confidential Information (defined below) and will not be utilized by Emojot for any purpose other than to perform its obligations under these Terms.
3.2 – We do not sell or make available specific information about our customers or their Data, except as required pursuant to a regulation, law or court order. We maintain a database of user information that is used only for internal purposes such as technical support, and notifying users of changes or enhancements to the Services.
4 – Use of the Services
4.1 – The Services are designed to be used by you using a modern web browser, operating system and an Internet connection.
4.2 – You are responsible for controlling access to your account, including creating a strong password, protecting that password, and preventing unauthorized account usage or users.
4.3 – You are responsible for creating backups of your Data.
4.4 – If using the Services to email third parties, you are responsible to ensure that the third parties have opted in to, or otherwise validly consented to, receiving communications from you.
5 – Unacceptable Usage
5.1 – You are solely responsible for all Data, and are liable for your Data and the manner is which you collect or distribute your Data to third parties. We do not monitor your Data; however, we reserve the right to remove any Data from our Service that we determine is in violation of these Terms.
5.2 – We may suspend your account at any time without notice for conduct that violates these Terms. Additionally, if you violate these Terms, you may be subject to legal liability and prosecution.
5.3 – The following is a non-exhaustive list of content and use of the Services that are unacceptable and a violation of these Terms:
- Use of the Services that violates applicable law;
- Reverse engineer or tamper with the security of the Services;
- Resell the Services or permit third parties to use the Services without our prior written consent;
- Make unauthorized copies of any content in the Services;
- Except for legal and valid research purposes, upload Data that contains or contains links to nudity, pornography, adult content, sex, profanity, or foul language;
- Upload, send or store malicious software or Data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other privacy related information, whether for educational purposes or not;
- Upload Data that infringes any copyrights, trademarks, patents, trade secrets or other intellectual property;
- Upload Data that is racist or otherwise extremely offensive to others, including content that aggravates, harasses, threatens, defames or abuses others;
- Upload or display Data that exploits images of children under 18 years of age;
- Upload binary files or executable code;
- Perform vulnerability tests, network scans, penetration tests, or other investigative techniques on our software or Services.
5.4 – You must comply with all applicable laws including those governing spam. Spam includes without limitation unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from you or another sender on whose behalf you may be acting. In plain words, you agree not to send spam.
5.5 – If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, unless we agree otherwise. You may not use the Services in a way that would subject us to those specific regulations without our prior written agreement.
6 – Emojot Software
6.1 – We own all right, title and interest in and to the Services as delivered, all related software and technology, and all of our content provided in connection with the Services, including all intellectual property rights in the foregoing. Nothing contained on this Website should be construed as granting any license or right to use any trademark without our prior written permission.
6.2 – We and our licensors exclusively own all right, title, and interest in and to the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to us during your use of the Services.
6.3 – We reserve the right to include traffic generated by all websites we host in our overall accounting of page views, unique users, and other usage measures. This includes providing web traffic measurement companies with all URLs hosted by us for use in our projection of our overall traffic.
7 – Confidential Information
8 – Indemnification
To the extent allowed by law, you agree to indemnify and hold us harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks or other proprietary rights and from the use of any libellous or unlawful material contained within your Data.
9 – Termination
Either you or we (either party) may terminate the Agreement; (1) upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period, (2) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
10 – Limitations of Warranties
WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, ACCURACY, OR COMPLETENESS OF THE WEBSITE, SOFTWARE OR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT: (A) YOUR USE OF THE SERVICES SHALL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ALL NON-CONFORMITIES CAN BE OR WILL BE CORRECTED. ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND MERCHANTABILITY. WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY CONTENT, EXPRESS OR IMPLIED.
11 – Limitation of Liability
WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE IS LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
12 – Other Terms
12.1 – Entire Agreement: These Terms and any other relevant terms, conditions, policies or agreements constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any other agreement, the relevant section of the agreement shall prevail in the following order: 1) Emojot Master Services Agreement or other valid license agreement between you and us, 2) service order or statement of work, and 3) these Terms.
12.2 – Assignment: You are not permitted to sublicense the Services to third parties without our prior written permission.
12.3 – Choice of Law and Forum: These Terms will be governed by the laws of the United States. The jurisdiction and venue for actions related to the subject matter hereof shall be the State of California, United States, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
12.4 – Modifications to this Agreement: We may modify these Terms at any time by posting a revised version on this website (www.emojot.com/tnc) or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.
12.5 – Severability: In the event that any one or more of these provisions should be held invalid, illegal or unenforceable, such provisions will be modified, if possible, to the minimum extent necessary to make them valid and enforceable, or if they cannot be so modified, then severed, and the remaining provisions contained herein will not in any way be affected or impaired.
12.6 – Waiver: Our failure to enforce strict performance of any provision of these Terms does not constitute a waiver of the right to subsequently enforce such provision.
12.7 – Third Party Beneficiaries: These Terms create no rights for third party beneficiaries.
12.8 – Export Regulations: You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Services.
12.9 – Disputes: You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial.