BY EXECUTING AN ORDER FORM THAT INCORPORATES THE TERMS OF THIS ASKABLE SOFTWARE SERVICES AGREEMENT (“ASSA”) BY REFERENCE OR COMPLETING ANY ONLINE ENROLLMENT FORM OR BY CLICKING THE ACCEPTANCE CHECK BOX DISPLAYED AS PART OF THE ENROLLMENT PROCESS, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. BY ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THE AGREEMENT, ASKABLE REFERS TO THE ASKABLE LEGAL ENTITY SET FORTH ON YOUR ORDER. ALL HEADINGS ARE FOR EASE OF REFERENCE AND ARE FOR CONVENIENCE ONLY, AND DO NOT AFFECT INTERPRETATION.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Askable refers to the Askable legal entity entering into the ASSA, or its Affiliate, who may also be referred to as “We”, “Us” or “Our”.
Askable data means any data, Material or information owned or created by Askable or on Askable’s behalf, the Documentation, Metadata and all other materials developed or made available by Askable via or for use on its Products and Participant Data.
Beta Services means the Askable service or functionality that may be available for Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, evaluation or similar description.
Content means information obtained by Askable from third parties and made available to Customers through the Product.
Customer refers to the party identified in the signature block or its Affiliates. Customers may also be referred to as “You” or “Your”.
Material means documents, manuscripts, specifications, designs, plans, reports, products, equipment, information, data, tables, schedules, databases, concepts, samples, inventions, tools, devices, procedures, processes, methods, formulae, calculations, sequences, scientific and technical information, studies, know-how, graphic layouts, logos, images, photographs, videos, films, sound recordings, audio recordings, charts, drawings, diagrams, source code, object code, executable code, software, test cases, and novel combinations of any such material.
Researcher means an independent third party selected by the Customer from Askable’s researcher pool who conducts Studies for or on the Customer’s behalf.
Project Delivery means the delivery of end-to-end research services by a Researcher at the direction of the Customer in accordance with a relevant scope of work signed by the parties.
Services means Project Delivery and the establishment of a Study at the direction and on behalf of the Customer.
Participant means individuals registered on Askable, who are displayed to the Customer or participates in Studies for the Customer.
Participant Data means the profile information and data collected by Askable prior to the commencement of a Study but does not include any data collected from or about the participant once a study commences which is Customer Data.
Policies means policies which apply to Askable’s Products and Services and which are posted on the Askable website or otherwise provided to or made available to the Customer, including but not limited to the Customer Support Guide.
Product means the products that are ordered by the Customer under an Order Form and made available online by Askable excluding Content and Non-Askable Applications.
Non-Askable Applications means Web-based, mobile or other software functionality that interoperates with a Product that is provided by Customer or a third party.
Study and Studies mean a user researcher study or studies conducted by or at the direction of the Customer using the Products.
Support Services means, as applicable to Customer Order, access to the Askable help desk and to updates, upgrades, patches and bug fixes to Products.
When Customer enters into an Order for Products, Askable gives Customer a non-exclusive, non-transferable, worldwide access by Customer’s authorised users (“Users”) to use the Products during the term set forth in the Order (“Order Term”), subject to the terms of the Agreement defined in section 1.2. Products will be available as set forth in the Service Level Commitment. Customers must protect the secrecy of user IDs and passwords and notify Askable promptly of any suspected breach of security or unauthorised use, copying or distribution.
Products shall be used solely for Customer’s internal business needs in accordance with the terms of this ASSA, the applicable provisions in the Askable Product Description Schedule, the data processing agreement (collectively, the Agreement). Customer shall not (a) make the Products available to unauthorised third parties; (b) use the Products for outsourcing or service bureau purposes or to post, upload, transmit or otherwise disseminate through the Product information that is harmful, threatening, abusive, hateful, disparaging, defamatory, offensive, obscene, pornographic or otherwise objectionable determined by Askable in its sole discretion; (c) use the Products in a manner that infringes the rights of Askable or third parties, or otherwise use Products that is unlawful in any geography from which the Products are accessed or used; (d) distribute, sell, sublicense, subcontract or otherwise transfer copies of or rights to the Products or any portion thereof; (e) use the artificial intelligence (AI) features of the Products in a manner that (i) would impose legal or other significant effects on individuals or (ii) may result in the AI features or resulting AI system being deemed high risk or equivalent under applicable law; (f) exceed any applicable usage or storage capacity limit; (g) damage, disable, overburden, impair, interfere with, or disrupt the Products; or attempt to gain unauthorised access to any systems or networks connected to them; or (h) to store or transmit material in violation of third-party privacy rights or (i) use the Products except as expressly permitted or (j) require Participants to accept terms that may alter the rights of Askable or the obligations or duties of Customer under the Agreement or (k) access or use the Products or Askable Materials to train an artificial intelligence or machine learning algorithm. No third party software that is provided with the Products may be used independently from the Products. Unless otherwise mutually agreed in writing and except as specified by law, Customer agrees not to adapt, translate, reverse engineer, decompile or otherwise derive the source code for Products or any of the related features of the Products or to allow third parties to do so. Customers cannot use the Products for benchmarking or other competitive purposes. Customer acknowledges and agrees that Customer will be required to provide certain Customer Data to the Product to enable their operation, that the Products are designed to act on direction given to it by Customer, and that Customer is solely responsible for such direction and the results thereof.
Except as otherwise provided in an applicable Order, (a) quantities and duration may not be decreased during the applicable term of an Order (“Order Term”) and (b) all payment obligations for the Order Term are non-cancellable and non-contingent and all amounts are nonrefundable except as expressly set forth in this ASSA.
Askable may, from time to time, make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Use of Beta Service may require agreement to separate terms presented at the time of the Beta Service.
Customer can print a reasonable number of copies of the standard documentation provided with the Products (“Documentation”) solely for internal use.
Askable owns all patent, copyright, trade secret, trademark, and other proprietary rights, in and to (a) the Products and any corrections, bug fixes, enhancements, updates or other modifications and derivatives, to the Products and deliverables; and (b) all pre-existing and independently developed Askable furnished technology and materials, and all modifications and derivatives thereof. Askable reserves all rights not expressly granted to Customer.
Customer owns and controls all electronic information and data submitted, collected or generated by or for the Customer including Material developed by or made available by Customer to Askable excluding Content, Askable Data and Non-Askable Applications (“Customer Data”). Customer (a) has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of, and intellectual property rights in, all Customer Data including the means by which Customer acquires Customer Data, use of the Customer Data with the Product, the use of AI generated outputs relating to Customer Data, and the jurisdiction from which Customer Data originates; (b) shall backup Customer Data; and (c) shall ensure that provision of Customer Data to Askable for processing complies with all applicable laws.
1.7 Usage Information
Products will automatically collect information about the operation, organization, and use of the Products, including Metadata as described in the Security Addendum. This information will be used to improve the customer experience including facilitation of Support Services, deployment and usage analysis and usage suggestions. Subject to Customer’s opt-out rights, Customer Business Metadata and Technical Metadata that does not include personal information will be used to improve the Products including training AI features. Collection of this information by Products is necessary to provide the Products and cannot be turned off.
If Customer receives notice, including from Askable, that Content or Customer Data such as personal information, or a Non-Askable Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights or any Askable policies, Customer will promptly do so. If Customer does not take required action, including but not limited to deleting any Content that the Customer may have been downloaded from the Products, in accordance with the above, or if in Askable’s judgment continued violation is likely to reoccur, Askable may disable the applicable, Content, Product and/or Non-Askable Application. If requested by Askable, Customer shall confirm deletion and discontinuance of use of such Content and/or Non-Askable Application in writing and Askable shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority as applicable. In addition, if Askable is required by any third-party rights Askable may discontinue Customer’s access to Content through the Products.
Askable follows the privacy policy. Products may use third-party infrastructure independently audited and certified as SOC 2 compliant. Askable processes Customer Data via the Products consistent with the terms of the Agreement and Customer’s reasonable instructions. Askable may transfer Customer’s Data to subprocessors in connection with Askable’s provision of the Products as specified at trust.askable.com/subprocessors and will prohibit them from using Customer Data in a manner inconsistent with this Agreement and the applicable Order. Askable will maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data as described in the Security Addendum. Those safeguards will include measures for preventing access, use, modification and disclosure of Customer Data except (a) to provide the Products, (b) as permitted under this Agreement, or (c) as compelled by law. Askable will not materially decrease the overall security of the Products.
Customer grants Askable, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit and display any Customer data for Askable to provide and ensure proper operation of the Services and associated systems in accordance with this the Products and Agreement. If Customer chooses to use a Non-Askable Application with a Product, Customer grants Askable permission to allow the Non-Askable application as appropriate for the interoperation of that Non-Askable Application with the Service. Subject to the limited licenses granted in the Agreement and Product Descriptions, Askable acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Askable Application or such program code.
Customer grants to Askable and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, sublicense, commercialise and make and incorporate into its Products any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its users relating to the operation of Askable or its Affiliates products.
Customer must ensure it has made all necessary disclosures and obtained all consents, rights and authority to permit Askable’s access to and use of Customer Data and represents and warrants that it has all necessary rights to process, use, and disclose Customer Data (including any personal data) in accordance with applicable law and this Agreement. Customer must ensure it has implemented appropriate policies and notices to participants regarding their collection, use, disclosure and commercialisation of Customer Data.
Where applicable, the Product may include abilities for Customer to create, record or collect types of personal data which are deemed to be sensitive or require higher level of protection under applicable privacy laws, including but not limited to information related to racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sex life or sexual orientation, criminal background, trade union membership, biometric information (Sensitive Personal Information), if Customer uses the Products to collect Sensitive Personal Information, Customer is responsible for obtaining the necessary consents from and disclosing to Participants the information that Customer will collect, how Customer will use that information and make other disclosures required by the applicable data protection laws. Customer further agrees to obtain consent from Participants prior to making use of Participant’s voice or image whether still or in motion for any activity other than the primary purpose.
Notwithstanding the above Section 1.13, Customer shall not use the Product to collect the following categories of information about Participants, financial account information; government issued identification number; biometric identifiers; or health information. Should the Customer collect or inadvertently collect data of this kind from a Participant, Customer must immediately take steps to remove the data from the Products and their systems and notify Askable to ensure it is deleted from any back ups.
Subject to payment of the applicable Support Services fees (“Support Fees”), Askable will provide the Support Services for the Products as set forth in the Askable Customer Support Guide.
Except as otherwise provided in the applicable Order, (a) Askable will send Customer an invoice for the Products upon execution of the Order; and (b) in cases of multi-year Order Term, Askable will invoice Customer before each anniversary of the Order’s effective date.
Except as otherwise provided in the applicable Order, Askable will (a) send Customer a quote (“Renewal Quote”) approximately sixty (60) days prior to the end of the Order Term of the then-current Order and (b) invoice the Customer upon execution of the renewal Order in accordance with section 3.1.
Except as otherwise provided in an applicable Order, (a) quantities and duration may not be decreased during the applicable term of an Order (“Order Term”) and (b) all payment obligations for the Order Term are non-cancellable and non-contingent and all amounts are nonrefundable except as expressly set forth in this ASSA.
All invoices for Products are due and payable within thirty (30) days of receipt. If Askable does not receive timely payment, Askable reserves the right to (i) charge a later fee equal to the lesser of two percent (2%) per month or the maximum amount allowed by law in addition to Askable’s cost of collection and (ii) suspend the impacted Product until payment is received.
Products are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, Askable may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Askable’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Product promptly upon Askable’s request and/or pay any invoice for excess usage in accordance with this section.
The Products, Documentation and Support Services shall be delivered electronically.
Customer shall pay applicable sales, use, goods and services, value-added or equivalent “indirect” taxes and duties unless Customer gives Askable timely evidence of exemption as prescribed by the tax authorities. Askable shall ensure invoices state taxes separately and meet local statutory invoicing requirements to enable Customer to seek recovery of the indirect taxes collected and remitted by Askable.
Askable will not exercise its rights under this Section if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
For purposes of this Agreement, the party disclosing Confidential Information is referred to as the “Disclosing Party” and the party receiving Confidential Information is referred to as “Receiving Party”. “Confidential Information” means the Products, Documentation, all related technical and financial information, including the terms of this Agreement, and any nonpublic information, technical data or know-how, including without limitation, that which relates to technology or the Documentation, specifications, source code, object code, research, inventions, processes, evaluations, designs, drawings, engineering, products, services, customers, company structure/ownership, plans, markets, human resources, and financial information of either Party which (i) has been marked as confidential; (ii) is identified as confidential at the time of disclosure either orally or in writing; or (iii) due to its character and nature, a reasonable person under like circumstances would understand to be confidential.
Confidential Information shall not include information which (a) Receiving Party can demonstrate was already rightfully in its possession, without confidentiality obligations; (b) is or becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (c) is disclosed to Receiving Party can demonstrate was independently developed without reliance on any Confidential Information of Disclosing Party, provided if only part of any Confidential Information falls within one or more of the exceptions set out in this Section 4.2, the remaining part of the Confidential Information shall continue to be subject to the restrictions set forth in this Agreement.
Receiving Party: (a) may use Confidential Information solely for the purposes of this Agreement; (b) shall ensure only its employees, agents contractors and contract partners who have a need to know have access to the Confidential Information of Disclosing Party and that they are obligated to maintain the confidentiality of the Confidential Information in accordance with this Agreement; (c) shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information as Receiving Party would exercise to safeguard its own Confidential Information; and (d) may disclose Disclosing Party’s Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law, provided, however, that Receiving Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure and further provided Receiving Party shall otherwise continue to treat the Confidential Information disclosed by Disclosing Party to Receiving Party prior to the execution of this Agreement, or any Order. Receiving Party will return any tangible materials containing Confidential Information and any copies or reproductions thereof, to Disclosing Party within ten (10) days after Disclosing Party’s written request. Receiving Party agrees to undertake whatever action is reasonably necessary to remedy any breach of Receiving Party’s confidentiality obligations or any other unauthorized disclosure or use of the Confidential Information by Receiving Party, its employees, agents or contractors.
The Customer must (a) cooperate with Askable on all matters relating to the Services; (b) provide Askable with such information and materials as Askable may reasonably require to supply the Services and ensure that such information is complete, up-to-date and accurate in all material respects.
Project Delivery will be provided in a professional manner and in accordance with the scope agreed between the parties. Project Delivery will substantially conform to the agreed upon specifications set forth in the applicable scope of work. If Customer notifies Askable of a nonconformity within thirty (30) days after delivery of the Project Delivery services, then at no additional cost, Askable will promptly re-perform the applicable services which is Customer’s sole remedy.
Customer has a non-exclusive, world-wide royalty-free license to use, copy and allow Customer’s authorized users to use materials furnished by Askable in connection with Services (other than commercially available Askable Products, Documentation and Askable training materials) solely as part of the Service and Study for which the material was delivered and in accordance with the Agreement and applicable Order.
Researchers are independent contractors engaged by Askable. During the Order Term and for three (3) years following its expiry or termination, Customer agrees that it will not directly or indirectly solicit any Researcher introduced to Customer through the Products or Services to perform services for Customer outside of the Askable platform, without Askable's prior written consent.
Customer agrees that it will not, without Askable’s prior written consent: (a) solicit contact information from; (b) contact Askable sourced Participants outside of the specific Study for which they were sourced; (c) offer incentive payment outside the Product to Participants who complete a Study found through the Services and (d) require Participants to accept any terms that may, in any way, alter the rights of Askable or the obligations or duties of Customer under the Agreement.
Askable owns and retains all right, title and interest to and in Participant Data. Askable grants Customer a worldwide, royalty-free, non-exclusive, limited license to use the Participant Data for the purposes of making a selection of a Participant for a Study. The Customer owns and retains all rights, title and interests to and in its Studies and pre-qualification criteria including associated response data submitted through the products. Customer grants Askable a perpetual, irrevocable, royalty-free, worldwide license to use pre-study qualification criteria and associated response data submitted through the Products for Askable's legitimate business purposes.
Participants are neither employees nor agents of Askable but are independent individuals who choose to engage in Studies. Prior to participating in any Study, Askable will ensure that Askable sourced Participants agree to terms and conditions that include provisions requiring them to agree to keep the contents of Studies they participate in confidential.
Customer may use the Products to post opportunities to participate in Studies and to source Participants to apply to Studies. Askable does not guarantee the fulfillment of any Study. Askable reserves the right to reject or remove any Study posted to the Product at any time if, in Askable’s belief such Study (i) violates the terms of the Agreement, (ii) risks harm or would be manifestly unfair to Askable or Participants, or (iii) cannot be fulfilled based on its criteria; in all of the foregoing circumstances, Askable will work in good faith with Customer to determine a resolution. Customer is responsible for obtaining and securing from each Participant (i) any non-disclosure or similar agreements that Customer may require for its Participants and (ii) any informed consent that may be required for participating in or sharing information in connection with its Studies.
Where Customer using participants sourced independently by Customer and not from Askable’s panel (BYO Participants) uses Askables Products to conduct a Study (BYO Study). Customer is solely responsible for (a) obtaining all necessary consents and making all disclosures in accordance with all applicable law to BYO Participants in connection with the BYO Study including in relation to processing by Askable; (b) the management, scheduling, quality and performance of BYO Participants and BYO Studies. Askable has no responsibility for vetting, performance, quality or managing BYO Participants and makes no representation as to their suitability for any Study.
AI moderated and unmoderated Studies are conducted autonomously by AI without direct human oversight by Askable. Askable does not control the conduct, direction, inputs or outputs of individual Study sessions and makes no warranty as to the accuracy or completeness of any AI-generated output. Customer is solely responsible for the design, configuration, delivery and resulting interaction of AI-led Studies, the use of any outputs, and ensuring compliance with all applicable laws. Use of AI moderated and unmoderated Studies is at Customer's own risk.
Customers must not implement Studies which require a Participant to perform actions not associated with user research including but not limited to writing product reviews, signing up for marketing or other related services, downloading a product or participating in a sales meeting.
ASKABLE, ITS AFFILIATES AND ITS LICENSORS DO NOT ENDORSE ANY PARTICIPANT OR ANY OUTPUT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION, ADVICE EXPRESSED BY ANY PARTICIPANT). ASKABLE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY PARTICIPANTS ACTS OR OMISSIONS, AND FOR THE CONTENT AND ACCURACY OF THE OUTPUT. CUSTOMER’S USE OF, OR RELIANCE, ON PARTICIPANTS OR ANY OUTPUT IS AT ITS OWN RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISION MADE BASED ON SUCH INFORMATION.
7.1 Products
The Products will be provided in a manner consistent with the applicable Documentation under normal use and circumstances during the Order Term. If the Products do not perform as set forth above, Customer must tell Askable so in writing during the Order Term and Askable will use reasonable efforts to correct any deficiencies in the Product. Customer’s sole and exclusive remedy, and Askable’s sole obligation in the event of nonconformity of the Product will be the correction of the condition making it nonconforming the Documentation. Customer must provide all information reasonably requested to enable Askable to cure the nonconformity. The above remedies do not apply to defects resulting from minor errors or defects which are not material to the core functionality of the Product under normal use and circumstances, resulting from accident, abuse, unauthorised access or repair, modifications, misapplication or use of the Product that is otherwise materially inconsistent with Documentation.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION ALL ASKABLE CONTENT, ARE PROVIDED TO CUSTOMER STRICTLY ON AN ‘AS IS’ BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, QUALITY, SUITABILITY, ACCURACY, COMPLETENESS, OR INTEROPERABILITY ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ASKABLE AND ITS SUPPLIERS, CONTRACTORS AND TRANSACTION PARTNERS.
If a third-party claim asserts that during the term of the Order a Product or Services infringes a third party’s patent, copyright, or trade secret, then Askable will indemnify, defend and hold Customer harmless from any fees, fines or other amounts finally awarded by a court of competent jurisdiction or included in a settlement approved by Askable, if Customer promptly notifies Askable of the claim and upon request provides all reasonably relevant information and cooperation. Askable has the right to control and direct the defense and settlement of the claim. Askable has no responsibility for claims arising from (a) any modification or unauthorized use of Product or service (b) any Customer Content, Project Delivery, Study and resulting findings arising from the Customer’s request or purpose for the Study (c) Customer’s failure to deploy or use updates available to customers or notified by Askable to Customer (d) a combination of Product or Services with non-Askable programs or items if the claim would have been avoided by using the Products or Services without such combination; or (e) Customer’s instructions.
If a Product or Service is likely to or does become the subject of a claim of infringement, then Askable may, at its sole option and expense: (a) modify the Product or Service to be non-infringing while preserving substantially equivalent functionality; (b) obtain for Customer a right to continue using the Product or Service or (c) terminate the subscription to the Product which is the subject of the claim and refund any prepaid, unused fees for the remainder of its Order Term. The foregoing states Customer’s sole and exclusive remedy with respect to any claim that a Product or Service infringes a patent, copyright or trade secret.
Customer will defend Askable and its Affiliates against any claim, demand, suit or proceeding made or brought against Askable by a third party (a) alleging that the combination of Non-Askable Application or configuration provided by the Customer and used with the Products, infringes or misappropriates such third party’s intellectual property rights or (b) arising from a BYO Study or (c) arising from (i) Customer’s use of the Products in an unlawful manner or in violation of the Agreement, and (ii) any Customer Data or Customer’s use of Customer data with the Product, and will indemnify, defend and hold Askable harmless from any fees, fines or other amounts finally awarded by a court of competent jurisdiction or included in a settlement approved by Customer, provided Askable (A) promptly gives Customer written notice of the claim, (B) gives Customer sole control of the defense and settlement of the claim against Askable (except that Customer may not settle any claim unless it unconditionally releases Askable of all liability) and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if the claim against Askable arises from Askable’s breach of this Agreement.
Any acquisition by Customer of products, and any exchange of data between Customer and any Non-Askable Application provider, is solely between Customer and the Non-Askable Application provider. Askable is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Askable Application or its provider. Askable cannot guarantee the continued availability of any Non-Askable Application features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Askable Application ceases to make the Non-Askable Application available for interoperation with the corresponding Product features in a manner acceptable to Askable.
Unless otherwise stated in the Order, the Order Term for the Product subscriptions and Support Services is the period specified in the applicable Order, commencing on the date of delivery.
Either party has the right to terminate this Agreement and any and/or all rights granted under this Agreement upon written notice to the other party if the other party: (a) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within thirty (30) days after receipt of written notice of such default; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated voluntarily or otherwise. A breach by either party of an Order is not automatically deemed to be a breach under any other Order or this Agreement.
Immediately upon termination, all rights hereunder and rights to use shall terminate, and Customer must stop using the Products and Services.
Sections 1.5, 1.11 - 1.14, 3, 4, 5.3, 6.6, 7.3, 8 and 10 through 12 shall survive termination of this Agreement.
EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED AS A MATTER OF LAW, BREACH OF, OR INDEMNITY CONTAINED IN CLAUSE 8 OF THIS AGREEMENT (A) IN NO EVENT WITH EITHER PARTY OR ASKABLE’S SUPPLIERS, CONTRACTORS AND TECHNOLOGY PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS, OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE LIABILITY OF ASKABLE AND ITS SUPPLIERS AND CONTRACTORS AND TECHNOLOGY PARTNERS TO CUSTOMER ARISING FROM THIS AGREEMENT OR THE USE OF THE PRODUCTS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL NOT EXCEED TWELVE (12) MONTHS’ FEES PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE APPLICABLE LIABILITY.
Subject to Customer’s prior written consent, Askable may include Customer name in a public list of current customers who use Askable products.
Askable will maintain insurance during the term of this Agreement in an amount satisfying applicable laws. Upon request, Askable will provide Customers with proof of all applicable insurance coverages.
either party will be liable for non-performance or performance delays due to events or conditions beyond the affected party’s control including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics, strikes or other labor problems or Internet service provider failures or delays.
All terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Askable can assign, novate or otherwise transfer its rights and obligations under this Agreement to an Affiliate or incorporate an Affiliate as a party to this Agreement or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all Askable’s assets or voting securities or for bona fide restructuring purposes. Customer may assign this Agreement or Order with Askable’s prior consent.
This Agreement shall be governed by the law applicable in the country and/or state of Askable, without regard to conflict of law provisions. The Partiers acknowledge and agree that the Uniform Commercial Code or equivalents in other countries are not applicable to transactions under this Agreement.
The waiver or failure of a party to exercise in any respect any rights provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is declared by a court or competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and all other provisions shall remain in full force and effect.
Each party will comply with all applicable laws, rules, statutes, and regulations including sanctions, export laws and anti-corruption legislation. Each party warrants that, to the best of its knowledge no money or other consideration of any kind paid or payable under this Agreement or by separate agreement is, has been or will be used for unlawful purposes, including purposes violating anti-corruption laws, including making or causing to be payments to any employees of either party or anyone acting on behalf to assist in obtaining or retaining business with, or redirecting business to, any person, or securing any improper advantage.
skable is an independent contractor, and Askable personnel including Researchers are not and shall not be considered employees or agents of Customer company for any purpose whatsoever.
This Agreement, the applicable Order, the Product Description Schedules, and any exhibits entered into by the parties constitute the entire agreement between the parties with respect to the Products and Services, which supersedes and replaces any prior or contemporaneous understandings, oral or written, and all other communications between the parties, including provisions in a Customer Purchase Order or other Customer document, and which may not be amended except by a writing signed by both parties. Customer acknowledges that it has not relied on any availability of any future Upgrades, Products or Services in executing this Agreement. This Agreement may be executed via electronic signature. Askable may modify its Policies by posting the revised terms on its website. Askable will take reasonable steps to post any amended terms at least thirty (30) days prior to their effective date.
The Products may be subject to export laws and regulations. The Customer must comply with all applicable export laws and regulations in connection with its use of the Products.
If Customer is a branch or agency of the U.S. Government, use, duplication or disclosure of the Products is subject to the restrictions set forth in this Agreement except that this Agreement shall be governed by federal law. Any additional rights or changes desired by US Government shall be negotiated with Askable consistent with this Section 12.11
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