Terms of Use

Grapevine, owned and operated by Grapevine Analytics Inc., a Canadian corporation (collectively referred to here as “Grapevine”), provides and maintains an Internet Web site (the “Site”) with related proprietary software tools and processes to create individualized surveys and polls and obtain survey and poll results, reports and associated services (the “Services”) for use by you (“Customer” or “you”). The Services and use of the Site are provided to you under the terms and conditions set forth in these Terms of Use and under any rules or policies otherwise set forth on the Site or published from time to time by Grapevine. The Terms of Use set forth below and any rules or policies otherwise set forth on the Site comprise the entire agreement between Customer and Grapevine and supersede any and all prior agreements or understandings between the parties.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THE SITE OR ANY OF GRAPEVINE’S PRODUCTS OR SERVICES. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING ON “SUBMIT”, YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE, INCLUDING ALL WARRANTIES AND PROMISES BY CUSTOMER. CUSTOMER HEREBY ACKNOWLEDGES AND WARRANTS THAT CUSTOMER IS 18 YEARS OF AGE OR OLDER AND IS LAWFULLY ABLE TO ENTER INTO CONTRACTS. IF YOU ARE AGREEING TO THESE TERMS OF USE FOR AN ENTITY, SUCH AS THE ENTITY YOU WORK FOR, YOU REPRESENT TO GRAPEVINE THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.

Grapevine provides the basic Services through the Site for Customer’s use. Customers purchase an annual or multi-year non-exclusive, non-transferrable, revocable license and are charged based on the number of respondents that are entitled to complete a survey. The Services include Customer’s right, after registration and in full compliance with the Terms of Use, to use or create surveys from certain survey templates provided by Grapevine and to distribute the surveys via email, Web intercept, Web site link or other technologies to potential survey respondents. Customers must supply their own email list of survey respondents. Customers may also purchase access to additional Services on a subscription basis. In exchange for use of the Services and the Site, Customer acknowledges Customer’s obligations as set forth in the Terms of Use and agrees to use the Services and the Site in compliance with the Terms of Use.

Customer acknowledges and agrees that Grapevine may, with or without notice, modify, delete, or amend the Services and/or Site provided hereunder. Further, Customer acknowledges and agrees that Grapevine may further modify, delete or amend the Terms of Use from time to time, including charging a fee or fees for some services. In either event, Grapevine will notify Customer of any modification in fees by email or in a newsletter. If Customer does not accept the modification, deletion or amendment, Grapevine has the right to terminate Customer’s account and access to the Services. Any and all use of the Site or the Services by Customer after the Customer has been notified shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) to the Services, Site or Terms of Use.

Customer agrees to pay all charges to Customer’s account, including any applicable taxes, at the rates in effect when the charges are incurred. Grapevine may change the fees and charges then in effect, or add new fees or charges, by giving Customer notice in advance, when the change affects the Customer. Grapevine reserves the right to suspend or terminate Customer’s account and access to the Services. Grapevine reserves the right to terminate Customer’s account and access to the Services at any time. Customer may also purchase Grapevine products or services from an authorized Channel Partner and arrange terms of payment with that Channel Partner.

Customer is solely responsible for maintaining the confidentiality of Customer’s password and account information. Customer shall immediately notify Grapevine of any unauthorized account activity, or any unauthorized use of Customer’s email list(s) or any other breach of security known to Customer.

For the purposes of these Terms of Use, data includes all survey response, reports, and any other information input or generated on behalf of the Customer in connection with the Services (“Data”). The Customer owns all right, title and interest in the Data. All Data will be treated by Grapevine as confidential information and will not be utilized by Grapevine for any purpose other than to perform the Services.

Grapevine is committed to protecting the privacy and confidential information of the Customers as set out in Grapevine’s Privacy policy which appears on the Site. You agree to Grapevine using your data as detailed in the Privacy policy, and you agree to meet your responsibilities as the data controller for personal data you collect.

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES AND THE SITE IS AT CUSTOMER’S SOLE RISK. THE SERVICES AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT ALLOWED BY LAW, GRAPEVINE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE CONTENTS OF THE SERVICES OR THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. GRAPEVINE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN CONTENT.

GRAPEVINE IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY SURVEY OR INVITATIONS OR REQUESTS TO TAKE SURVEYS OR INVITATIONS TO VIEW SURVEY RESULTS CREATED ON WITH OR THROUGH THE SERVICES NOR IS IT RESPONSIBLE FOR THE RESPONSES SUBMITTED TO ANY SURVEY REQUESTS OR FOR THE RESULTS GENERATED BY SURVEY RESPONSES. GRAPEVINE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RELIABILITY OR ACCURACY OF THE REGISTRATION INFORMATION SUPPLIED TO GRAPEVINE NOR THE RESPONSES OR INFORMATION SUPPLIED BY RESPONDENTS TO CUSTOMERS IN RESPONSE TO SURVEYS. GRAPEVINE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE CONSEQUENCES OF THE USE OF ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS NOR DOES GRAPEVINE WARRANT THE CORRECTNESS, USEFULNESS, RELIABILITY, ACCURACY OR OTHERWISE OF ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS. GRAPEVINE IS NOT RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION OR OTHER LOSS RESULTING FROM USE OF OR RELIANCE IN ANY WAY ON ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS CREATED ON OR THROUGH THE SERVICES OR THE SITE.

IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY SURVEYS, SURVEY RESPONSES, SURVEY RESULTS OR OTHER INFORMATION RECEIVED WHILE USING THE SERVICE OR SITE.

GRAPEVINE MAKES NO WARRANTY THAT THE SERVICE OR SITE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE; NOR DOES GRAPEVINE MAKE ANY WARRANTY AS TO ANY INFORMATION THAT MAY BE OBTAINED THROUGH THE SERVICES OR SITE OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICE WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES OR SITE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

GRAPEVINE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH OR BASED UPON THE SERVICES OR THE SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR SITE OR THROUGH THE SERVICES OR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER GRAPEVINE NOR ANY PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF CUSTOMER’S ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE SERVICES OR ANY SURVEYS, SURVEY RESPONSES OR SURVEY RESULTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF CUSTOMER IS DISSATISFIED WITH THE SERVICES, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICES OR THE SITE, OR WITH ANY OF THE TERMS OF USE, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND LEAVE THE SITE IMMEDIATELY.

Customer agrees not to transmit through the Services or the Site any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. Customer shall not send any transmission that attempts to hide Customer’s identity or represents Customer as someone else. Any attempt by Customer to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly forbidden. Customer specifically agrees not to use the Services or the Site to send any materials, including surveys and requests to take surveys, to any persons under 18 years of age unless and until the Customer has taken and follows all necessary action and compliance pursuant to provincial/state and federal laws. Customer agrees not to upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else’s computer, the Services or the Site. Customer agrees not to interfere or disrupt networks connected to the Services and the Site. Any attempt by Customer to gain unauthorized access to any computer system, including accounts, lockers or databases maintained by and for Grapevine, is strictly forbidden. Customer agrees to comply with all applicable laws relating to such conduct. Customer agrees to comply with all laws, rules and regulations regarding transmission of technical data exported from Canada. If Customer engages in any activity set forth in this paragraph or violates any terms or conditions of the Terms of Use, Customer’s account will be terminated and use of the Services and Site prohibited. Grapevine will report such conduct to the appropriate authorities and turn over any and all information, regarding such activity to appropriate persons or entities.

Customer agrees to comply with all applicable laws, rules, regulations and guidelines regarding privacy, data protection and spam. Spam includes unsolicited mass email or other messages, promotions, advertising or solicitations. You agree not to send any email messages to any person that has opted out or otherwise has objected to receiving messages from you or another sender on whose behalf you may be acting.

If your use of the Services requires you to comply with specific regulation, you are solely responsible for such compliance unless Grapevine agrees otherwise. You may not use the Services in a way that would subject Grapevine to those specific regulations without Grapevine’s prior written agreement.

Customer may not make the Services available to, or use the Service for the benefit of, anyone other than the Customer and its users.

Grapevine owns the content including the graphics, names, text, software, music, videos, sound, pictures, compilations, survey templates, surveys, page layout, design, processes, procedures, magnetic translation, digital conversion or other material contained in the Services and the Site to the extent such content is provided and/or designed by Grapevine. It is all protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. No one may copy, reproduce, distribute in any way, or decompile, reverse engineer or disassemble the content. Customer is permitted the non-exclusive, non-transferrable, revocable license to use the content of the Services and the Site as authorized herein to create surveys and view survey responses and survey results for Customer’s personal use as an end product only, and Customer must at all times maintain Grapevine’s copyright symbol on the product in any form or medium. Customer owns its surveys, survey responses, survey results and related survey data (“Customer’s Content”), and Customer assumes the entire risk of disclosing Customer’s Content to third parties. Modification or use of Grapevine’s content in any prohibited way is a violation of copyright and other proprietary laws. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Site without prior express authorization.

Survey results are maintained as long as the Customer’s account is active and in good standing. Once the account is no longer active, the results will not be accessible. There are no storage limitations while your account is active. Grapevine may from time to time publish notices regarding the maximum allowable memory space, number of survey respondents, number of surveys or number of survey questions that may be created, saved, sent or used through the Site.

Grapevine shall not be liable to Customer or any third party in any manner for termination of the Services. In the event Customer should become dissatisfied with the Terms of Use or any modifications thereof, or with the Service or the Site, Customer’s only recourse is to discontinue use of the Services, terminate its account with Grapevine and give notice of these actions. Upon termination, Customer’s right to use the Services and the Site cease immediately and Grapevine shall have no obligation whatsoever to forward any surveys, survey responses, survey results or refunds of subscription fees to the Customer.

Customer agrees to defend, indemnify and hold harmless Grapevine, its parent entities, subsidiaries, affiliates, directors, officers, and employees, for any and all claims and demands, including attorney’s fees, due to or arising from Customer’s use of the Services, surveys, survey responses, survey results and any other conduct related in any way to the Services or the Site, including but not limited to the breach any warranty or provision contained in these Terms of Use.

These Terms of Use will be governed by the laws of the Province of Ontario and Canada without regard to conflicts of law provisions thereof. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the Province of Ontario, Canada and the courts thereof and Grapevine and the Customer irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.

Customer agrees that the registration procedure, account set-up and subsequent activation of the “Submit” button constitute agreement to the Terms of Use. Further, the Terms of Use is the entire and only agreement between the parties and supersedes any prior or other understandings, representations or warranties. Customer agrees that each use of the Services and the Site reaffirms Customer’s acknowledgment and agreement to the Terms of Use.

The failure by Grapevine to enforce any right or provision under the Terms of Use shall not constitute a waiver of that provision or any other provision of the Terms of Use. If any provision of the Terms of Use shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the Terms of Use shall remain in full force and effect.