Effective: November 23, 2020
Thanks for your interest in Listen4Good (L4G). Please read these Terms of Service (“Terms”) carefully as they constitute a legally binding agreement between you and L4G concerning the provision of Services to you, including your access to and use of any web app or website through which the Services are made available to you. You indicate your agreement to these Terms by clicking on a button indicating your acceptance of them, or by accessing or using the Services.
In these Terms, “you” or “Client” refers to the entity or individual entering into these Terms with L4G, and “Listen4Good” or “L4G” refers to Rockefeller Philanthropy Advisors, which is the fiscal sponsor of the Fund for Shared Insight, the funder collaborative that has incubated the capacity-building initiative Listen4Good.
1.1. Provision of Services. To participate in a L4G program, you must complete and submit to L4G a registration or application form provided by L4G for the desired program (“Registration Form”). Subject to L4G approving your registration for a L4G program, L4G will provide to you, in accordance with these Terms, the services associated with the L4G program that you have joined (“Services”). The Services provided with each L4G program are described in the Registration Form, which includes any additional, separate documentation incorporated by reference in that Registration Form.
1.2. Changes to Services. Where L4G provides certain of its Services under the software-as-a-service model, L4G continually seeks to improve and update those Services. You agree that L4G may modify and improve functionality from such Services at any time without prior notice.
1.3. Prior Services. If you started a subscription to L4G services prior to November 23, 2020, these Terms do not apply to that subscription, and the Terms of Service located at http://app.listen4good.org/terms-of-service-2019/ (or any other services agreement you may have separately entered into with L4G prior to November 23, 2020) will continue to apply instead of these Terms.
2.1. Duration of Subscriptions. Access to the Services are provided as a subscription which ends on the program participation end date specified in your Registration Form.
2.2. Right to Use. Subject to these Terms, L4G grants you a non-exclusive, non-transferable worldwide right to access and use the Services during the period of your subscription.
2.3. Ancillary Materials. L4G may make files and templates available, via its web app as part of the Services (“Files”). L4G grants you a non-sublicensable, non-transferable, non-exclusive, limited license for you to use the Files, but solely as necessary to use the Services and in accordance with these Terms. The foregoing license will terminate upon termination of your right to use the applicable Services. All of L4G’s rights not expressly granted by the foregoing license are hereby retained.
3.1. Fees. You agree to pay L4G all applicable fees for the Services, as described in the Registration Form (“Fees”). Except as otherwise agreed or required by applicable law, payment obligations are non-cancelable and Fees paid are non-refundable.
3.2. Payment Terms. Fees will be invoiced to you or the third party designated by you in your Registration Form to receive invoices (if applicable), by L4G following approval of your registration. Invoices are payable in full within 60 days of receipt.
3.3. Currency. All monetary amounts in these Terms are in United States dollars. You must pay Fees in United States dollars.
3.4. Overdue Payments. If any amount owed by you is overdue by 30 days or more, L4G may limit functionality or suspend provision of Services to you until such amounts are paid in full.
3.5. Taxes. All amounts payable by you under these Terms are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, use, and withholding taxes, but excluding taxes based on L4G’s income, property, or employees) (“Taxes“) that may arise in connection with your purchases under these Terms. If any such Taxes arise, you will pay them in addition to all other amounts payable under these Terms, unless you provide L4G with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no tax should be charged. If you are required by law to withhold any Taxes from your payments to L4G, you must provide L4G with an official tax receipt or other appropriate documentation to support such payments.
4.1. Client Responsibilities.
4.2. Client Restrictions.
4.3. Acceptable Uses. You are responsible for your conduct, Client Data, and communications with others in connection with your use of the Services. You will comply with the following requirements in connection with your use of the Services:
4.4. Suspension of Services. L4G may limit or suspend the Services to perform maintenance, or if we reasonably believe that the Services are being used by you or your Authorized Users in violation of applicable law or in breach of these Terms.
5.1. Definition. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.
5.2. Client IP. As between the parties, you retain ownership of all Intellectual Property Rights in the Client Data. You grant L4G and its affiliates a worldwide, royalty-free, non-exclusive license to use, host, copy, transmit, modify, display, and distribute Client Data for the limited purposes of exercising L4G’s rights and fulfilling L4G’s obligations under these Terms and applicable law, which includes the purposes of L4G providing, maintaining, and improving the Services, conducting research, and providing you with advice, coaching, and consulting services about the surveys and other content you create or collect via the Services.
5.3. Survey Data. As between you and L4G, you own all Intellectual Property Rights in the survey responses you collect through your SurveyMonkey Account (“Survey Data”). You grant L4G and its affiliates a perpetual, irrevocable, transferable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, limited license to: (a) use, copy, transmit, modify, adapt, display, create derivative works of, and distribute Survey Data for L4G’s own research and learning purposes, provided that any disclosure of Survey Data to a third party (who does not provide services to L4G under a duty or obligation of confidentiality) will not reveal your identity without your consent, nor reveal any personal information of survey respondents; and (b) use, copy, transmit, modify, adapt, and creative derivative works of Survey Data for the purpose of creating survey benchmarks from such Survey Data (“Benchmarks”). L4G will delete any Survey Data it collects for the purpose of creating Benchmarks within a reasonable time after it is no longer reasonably required by L4G to create or update such Benchmarks. Any Benchmarks created by L4G will not contain any information that identifies you or any of your survey respondents individually. For the avoidance of doubt, L4G will own all Intellectual Property Rights in the Benchmarks and may share them with third parties.
5.3. L4G IP. As between the parties, L4G retains ownership of the Services (including the Files) and all related Intellectual Property Rights. No licenses or rights are granted to you by L4G, other than as expressly provided for in these Terms. These Terms do not grant you any right to use L4G’s trademarks or other brand elements.
5.4. Client Feedback. If you provide L4G with feedback about the Services, L4G may use that feedback and incorporate it into L4G’s products and services without any obligation to you.
5.5. Content Review. You acknowledge that, in order to ensure compliance with L4G’s legal obligations, L4G may be required to review certain content submitted to the Services to determine whether it is illegal or whether it complies with these Terms (such as when unlawful content is reported to us). You agree that L4G may perform such review and take action to mitigate any illegal or non-compliant activity, including modifying, blocking, or deleting content we believe to be illegal or non-compliant. However, L4G has no obligation under these Terms to monitor or review any content submitted to the Services.
6.1. Your SurveyMonkey Account. If your SurveyMonkey Account was provided via L4G, you agree to use that account in compliance with the SurveyMonkey Acceptable Uses Policy located at https://www.surveymonkey.com/mp/legal/acceptable-uses-policy/. L4G may access your SurveyMonkey Account and Client Data contained in it as part of providing you with the Services and exercising L4G’s rights under Section 5 (Intellectual Property & Client Data). If your SurveyMonkey Account was provided via L4G, that account will terminate upon termination of these Terms. You may acquire your own SurveyMonkey account and migrate Survey Data to the acquired account if you wish to continue using SurveyMonkey beyond such termination date. You may also migrate Survey Data to an alternative system. L4G will contact you to discuss transition planning prior to the end of the Term.
6.2. Third Party Services. The Services may contain links to third party websites or services (such as third party integrations, like your SurveyMonkey Account, and other third party-branded services) (“Third Party Services”). Such links are not necessarily an endorsement of those Third Party Services. L4G does not control Third Party Services, and your use of them may be subject to different terms and privacy practices. L4G is not responsible for the availability or accuracy of any Third Party Services, or anything that is made available through them.
7.1. Security. L4G has implemented and will maintain appropriate technical, physical, and organizational measures designed to protect Client Data against unauthorized or unlawful processing, and against accidental loss of, or damage to, such Client Data.
7.2. Client Privacy Obligations. You warrant and represent that you are entitled to transfer Client Data to L4G for the purposes of L4G processing any personal information contained in the Client Data in accordance with these Terms. You will ensure that any relevant individuals to which such personal information relates (“data subjects”) have been informed of, and have given their consent to, such processing as required by applicable data protection laws.
8.1. Term. These Terms start on the date you first accept them and continue until the date on which all subscriptions and Services under these Terms have terminated (“Term”).
8.2.Termination for Cause. A party may terminate these Terms or a subscription for cause upon written notice: (a) if 30 days have elapsed following written notice to the other party of its material breach of these Terms and such breach remains uncured at the end of such 30 day period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors. Use of the Services in violation of applicable law is deemed to be a material breach of these Terms.
8.3. Termination without Cause. L4G may terminate these Terms for any reason upon 60 days’ prior written notice.
8.4. Consequences of Termination.
8.5. Survival. The following Sections will survive termination of these Terms: 5 (Intellectual Property & Client Data), and 8 (Term and Termination) to 12 (General).
9.1. Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into these Terms; and (b) it will comply with all laws and regulations applicable in connection with its provision or use of the Services, as applicable.
9.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, L4G MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. L4G PROVIDES THE SERVICES ON AN “AS IS” BASIS AND, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES. You are responsible for making, maintaining, and protecting backups of Client Data and, except as required by law, L4G will not be liable for any failure to store, or for loss or corruption of, Client Data.
10.1. By You. You will indemnify, defend, and hold harmless L4G, its directors, officers, employees, contractors, suppliers, agents, and affiliates from and against all liabilities, damages, expenses and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim (collectively “Claims”) regarding or in connection with: (a) Client Data, including Claims that Client Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law; or (b) any content or data provided by you or Authorized Users.
10.2. Indemnification Procedures. A party seeking indemnification under these Terms will promptly notify the other party of the claim and reasonably cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed); and (b) the indemnified party may join in the defense with its own counsel at its own expense.
11.1. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL L4G BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF L4G KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.2. Liability Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, L4G’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO L4G UNDER THESE TERMS DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO LIABILITY FOR: (A) FRAUD OR WILFUL MISCONDUCT, OR (B) DEATH OR PERSONAL INJURY.
12.1. Amendments. These Terms may only be amended if authorized representatives of each party agree in a signed writing.
12.2. Assignment. Neither party may assign these Terms without the other party’s prior written consent (such consent not to be unreasonably withheld). Notwithstanding the foregoing, a party may assign these Terms without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of that party’s assets or of the business line to which the subject matter of these Terms relates. Any other attempt to transfer or assign is void.
12.3. Counterparts. These Terms may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.
12.4. Dispute Resolution. Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms, each party irrevocably submits to the exclusive venue and personal jurisdiction of the state courts located in San Francisco County, California, and the federal courts located in the Northern District of California. In any legal proceeding instituted by a party to enforce these Terms, the prevailing party shall have the right to collect from the other party the reasonable costs and expenses incurred by the prevailing party in conducting the legal proceeding, including reasonable attorneys’ fees and disbursements, and court costs.
12.5. Entire Agreement. These Terms (including any terms incorporated herein by reference), constitute the entire agreement between you and L4G and they supersede any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning their subject matter. Any terms 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.
12.6. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, pandemic, epidemic, act of war or terrorism, riot, or governmental action) that was beyond the party’s reasonable control.
12.7. Governing Law. These Terms are governed by the laws of the State of California, without giving effect to any of its conflict of laws principles.
12.8. Interpretation. The use of the words “includes,” “including,” “such as,” “for example,” and similar terms are deemed not to limit what else might be included.
12.9. 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.
12.10. Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be deemed to be effective upon: (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email, provided that if you wish to send L4G a notice of breach or termination for breach, you must send such notices to L4G by postal mail or courier. L4G may send all notices to the email address that you have specified in your L4G account. Notices to L4G must be sent to PO Box 805, Narberth, PA 19072 or, if permitted by email, to firstname.lastname@example.org.
12.11. Relationship. The relationship between you and L4G is that of independent contractors and not legal partners, employer/employee, joint venturers, or agents of each other.
12.12. 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.
12.13. Third Party Beneficiaries. There are no third party beneficiaries to these Terms. Your Authorized Users are not third party beneficiaries to your rights under these Terms.