1. Gnet Feedback Service, Platform, and API.
Pursuant to this Agreement, Gnet Feedback agrees to provide Account Holder and its end users, access to the Gnet Feedback service (the “Service”) through Gnet Feedback’s online feedback platform or via an application programming interface (“API”) which allows access to the Gnet Feedback Platform.
2. Account Holder’s End Users.
3. Terms of Payment.
Account Holder shall pay Gnet Feedback the fees set forth in the Specifications. Account Holder shall be solely responsible for the payment of, and shall pay when due and indemnify Gnet Feedback against, all applicable federal and state taxes, and payments to Gnet Feedback under this Agreement (except for taxes assessed on Gnet Feedback’s net income).
4. Term; Termination.
The term of this Agreement will be as set forth in the Specifications (the “Term”). Either party may terminate this Agreement in the event that the other party violates this Agreement and fails to cure such violation within thirty (30) days of receiving written notice thereof. In the event of any termination, (a) Account Holder will remain liable for any amount due under this Agreement (adjusted on a pro rata basis, if applicable) and (b) UserVoice will destroy all Account Holder Data in its possession after giving Account Holder a reasonable opportunity to download such data.
5. Intellectual Property Ownership and Licenses.
A. Gnet Feedback Ownership Rights. Gnet Feedback shall own and retain all right, title, and interest in and to the Service, Gnet Feedback Platform, and APIs (except for any licensed content and software components included therein). Gnet Feedback hereby grants to Account Holder a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service, the Gnet Feedback Platform, and the API during the Term as expressly provided hereunder. Account Holder agrees not to copy, alter, modify, or create derivative works of the Gnet Feedback Platform or API or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. Gnet Feedback does not grant to Account Holder any license, express or implied, to the intellectual property of Gnet Feedback or its licensors.
B. Account Holder Data. As between Gnet Feedback and Account Holder, Account Holder shall retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information transmitted by Account Holder or its end users to UserVoice in connection with the Service, including any ideas or inventions contained therein (collectively, the “Account Holder Data”), provided, however, that Account Holder hereby grants to UserVoice a worldwide, royalty-free, non-exclusive license to use during the Term the Account Holder Data solely for the purposes of fulfilling its obligations hereunder. Notwithstanding the foregoing, “Account Holder Data” does not include non-identifiable aggregate data compiled by Gnet Feedback for purposes of improving, maintaining, and/or optimizing the Service. Account Holder hereby irrevocably releases and forever discharges Gnet Feedback and its affiliates and agents from any and all actions, causes of actions, claims, damages, liabilities and demands with respect to the Account Holder Data.
C. Account Holder Logos and Designs. Account Holder shall retain all right, title and interest in and to all of Account Holder’s logos, promotional graphics and related marketing designs (collectively, the “Account Holder Art”); provided, however, that Account Holder hereby grants to Gnet Feedback a worldwide, perpetual, royalty-free, fully sublicenseable, non-exclusive license to use the Account Holder Art, as well as Account Holder’s corporate and/or trade name for purposes of marketing Gnet Feedback’s products and services to third parties, subject to Account Holder’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).
6. Representations and Warranties.
Each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; (c) it has obtained and shall maintain throughout the all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and (d) it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws. Account Holder further represents and warrants that its chosen domain name (if any) as hosted on the Service (for example, "acme.my-feedback.co") does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such domain name is otherwise in compliance with this Agreement. Gnet Feedback reserves the right, in its sole discretion, to relocate Account Holder's hosted area within the Gnet Feedback Platform to an alternate domain name on the Service if Gnet Feedback has reason to believe Account Holder’s chosen domain name is in violation of this section.
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such party’s negligence or willful misconduct. Account Holder further agrees to indemnify and hold Gnet Feedback and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying party’s defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
This Agreement shall not be amended, altered or changed and no provision hereof shall be waived except by written agreement signed by both Gnet Feedback and Account Holder or, in the case of a waiver, by the party waiving compliance. Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. Gnet Feedback and Account Holder are independent contractors, and neither Gnet Feedback nor Account Holder is an agent, representative, employer, employee, or partner of the other. Gnet Feedback and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between Gnet Feedback and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any notices under this Agreement shall be sent to the addresses set forth in the Specifications (or in a separate writing) by facsimile, electronic mail or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.