Last Updated: 2025-07-09

 
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 13. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE ARBITRATION PROVISIONS AND CLASS ACTION WAIVER CONTAINED HEREIN, PLEASE DO NOT USE ANY OF THE SERVICES.

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS BOTH FREE TRIALS OF THE SERVICES AND PURCHASE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE, OR BY SIGNING AN ORDER FORM REFERING TO THIS AGREEMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT BY HAND. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THIS AGREEMENT IS EFFECTIVE BETWEEN YOU AND US AS OF THE DATE OF YOU ACCEPTING THIS AGREEMENT.

We may make changes to this Agreement from time to time. When making such changes, We will post the updated Agreement on this page and will indicate the date the Agreement was last revised. The updated Agreement shall be effective as of the time it is posted for new clients and Users, and will be effective thirty (30) days after it is posted for existing clients and Users of the Services. You understand and agree that Your continued use of the Services after the posting of any updated Agreement indicates Your acceptance of the modified terms of the Agreement. If you do not accept such updated Agreement, You may not be able to continue to use the Services.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

TABLE OF CONTENTS

1.1. "Affiliate" means any entity which 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.
1.2. “Content” means, without limitation, any information, code, data, functionality, website design text, software, music, audio, photographs, graphics, video, messages, tags and/or other materials provided by Us to You under this Agreement.
1.3. “Documentation” means any manuals, instructions, or other documents or materials that We may provide or make available to You in any form or medium and which describe the functionality, components, features, or requirements of the Services.
1.4. "End Customer(s)" means any individual who participates in, or is invited to participate in, any of Your surveys.
1.5. “Feedback” means any ideas, suggestions, documents, or proposals that You submit to Us through any communication channel or otherwise through any of the Services.
1.6. “Improvements” means modifications, improvements, developments, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
1.7. ​“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world, and any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of such rights.
1.8. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.9. "Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.
1.10. "Personal Data" means Your Data that identifies a specific living person (not a company, legal entity, or machine), directly or indirectly.
1.11. "Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a 15-day free trial.
1.12. "Services" means the online, Web-based applications and platform provided by Us under the name SimpleSurveyTM (SimpleSondageTM in French) via www.simplesurvey.com, other designated websites, products and services related thereto (including the Data Retention Service), as described in the User Guide, that are ordered by You as part of a 15-day free trial or under an Order Form.
1.13. “Third-Party Service” means any third-party service, connection, data, software, application, or integration that interoperates with the Services that is provided or made available by You or a third party.
1.14. "User Guide" means the online user guide for the Services, accessible within the application, as updated from time to time.
1.15. "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include, but are not limited to, Your employees, consultants, contractors and agents; or third parties with which You transact business.
1.16. "We", "Us" or "Our" means OutSideSoft Solutions Inc., a company incorporated under the laws of the province of Quebec, Canada.
1.17. "You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
​1.18. "Your Data" means all electronic data or information submitted by You to the Purchased Services, including data submitted to You by other parties (including, but not limited to, an End Customer) who may submit content to You via the Purchased Services, which may include Personal Data.

2. 15-DAY FREE TRIAL

We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the fifteenth day after Your acceptance of this Agreement or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR 15-DAY FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE 15-DAY TRIAL PERIOD.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase. 

3. PURCHASED SERVICES

3.1. Provision of Purchased Services.  We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
3.2. User Subscriptions. As to Purchased Services, You can choose between the user subscriptions, also named “plans” available on Our Website. SOHO, Pro and Team plans are intended to be used for the benefit of the subscriber’s organisation only. The use of SimpleSurvey for the purpose of rendering services to customers or organizations outside the subscriber's organization must be made using an Enterprise plan.
Unless otherwise specified in the applicable Order Form, (i) Services are purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the subscription term at the pricing in effect on the date of the request, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Services.
 

4.1. Your Responsibilities. You agree that You are solely responsible for Your conduct in connection with the Services, and for all uses of the Services, the Content and the Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of End Customers, and any act or omission by an End Customer that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
4.2. Account Security Guidelines. It is Your responsibility to ensure that any passwords to user accounts, which are necessary to access the Services, are kept confidential. You are fully responsible for all activities carried out using the appropriate passwords and login information. We can not be held responsible for any loss or damage caused by Your inability to meet Your obligations under this clause.
4.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.
4.4. Updates. You acknowledge and agree that technology is ever-evolving and advancing and that We retain the right to update the Services from time to time with or without notifying You. These updates may include, but are not limited to, patching, fixing bugs, releasing a new version or modifying the Services. We may, at Our discretion, suspend Your access or use of the Services for scheduled maintenance or to address any emergency security concerns.
4.5. Third-Party Services. We reserve the right to cease providing any features, without notice if, but not limited to, a Third-Party Service is unavailable or incompatible with the Services. Third-Party Services are not warranted or supported by Us. Third-Party Services and their features may be available but are not guaranteed. Accessing Third-Party Services through the Services is exclusively governed by the agreement between You and the provider of such Third-Party Services. Further, by enabling any Third-Party Service, You authorize Us to transfer Your Data to the third-party provider of the Third-Party Service in accordance with the functionality of such Third-Party Service.
 

5.1. You agree to use the Services in accordance with this Agreement and also in accordance with applicable law (laws regarding unsolicited emails (SPAM), the protection of privacy, copyrights, trademarks, defamation, child protection, email records, etc.) of the country to which You are sending e-mails. You also agree not to violate any valid law, local, state / province, national or international law, and any legally enforceable regulations. While We are not required to review the content of Our customer surveys, You agree to actively manage any unsubscription requests received from Your contacts (respondents) in connection with Your surveys. You agree that all content transmitted with Our Services (images, logos, text, etc.) is under the sole responsibility of the person of the party who provided the content. We can not be held responsible for this content. You agree not to use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit Our other clients from fully-enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner.
Any default made by You under this Agreement will release us from our legal obligations and will allow Us to cancel Your subscription at any time. You agree not to use the solution for (i) the use of material for which You do not have the rights of use, (ii) the use of unlawful, harmful, hateful, defamatory, vulgar, or any type of material for the purpose of misbehavior, (iii) the impersonation of someone else or another organization, (iv) the performance of an unsolicited survey by sending unsolicited email (spam, junk mail, mass mailing, etc.), or (v) by making an unauthorized advertisement, violating this Agreement.
5.2. Spam. We have a zero tolerance policy with regards to unsolicited email (SPAM). You must ensure that Your surveys will not generate spam complaints. If We determine that You are using the solution to generate spam, We may, at Our sole discretion, terminate Your subscription or plan. You agree to use the SimpleSurvey application in accordance with the following guidelines: (i) do not send unsolicited emails, (ii) do not use a mailing list for which You are not the owner, (iii) do not post or send a survey to forums, mailing list, email without having previously obtained permission, (iv) do not use the Services to send unsolicited commercial information to anyone who has unsubscribed, (v) comply with the Canadian Anti-Spam Legislation (CASL) and the US CAN-SPAM Act (CAN-SPAM).
5.3. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.4. Investigations. We may, but are not obliged to, monitor or review Your use of and access to the Services, the Content and the Documentation at any time. Without limiting the foregoing, We shall have the right, in Our sole discretion, to change, alter or remove any of Your content if such content violates this Agreement or any applicable laws. If We become aware of any possible violations by You of any provision of this Agreement, We reserve the right to investigate such violations and, at Our sole discretion, take appropriate action, including modifying, restricting, or removing Your content, in whole or in part, or terminating this Agreement in accordance with Section 12.

 

6.1. ​User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in Canadian dollars, (ii) fees are based on Services purchased and not on actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, including but not limited to, any refunds or credits for partial periods of service, upgrades or downgrades, or any unused portion of an active subscription, including but not limited to cases where a subscription is terminated before the expiry of the subscription period; and (iv) the number of user subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for user subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services. You authorize Us to use any payment service provider, such as Moneris and Paypal, for the sole purpose of processing payments under this Agreement, including automatic renewals where applicable.
6.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 2.5% of the outstanding balance per month (30% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We shall not be responsible for any damages due to such suspension. 
6.5. Automatic Payment Renewal. If You are paying by credit card or pre-authorized debit through a valid credit card or pre-authorized debit agreement acceptable to Us, You hereby authorize Us to charge Your credit card or bank account for all fees payable on a recurring basis in accordance with the Order Form and the Agreement.
6.6. Inaccurate or Incomplete Payment. If Your payment information is not accurate, current and complete, and you do not notify Us promptly when such information changes, or if a chargeback is processed on Your account, We may suspend or terminate Your account, without notice, and refuse to provide You all or any of the Services.
6.7. Payment Disputes. We shall not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
6.8. Billing Disputes. If you believe that we have billed you incorrectly, you must contact us no later than sixty (60) days after receipt of the invoice in which the error or problem appeared in order to receive an adjustment or credit.
6.9. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

7. DATA AND OWNERSHIP OF INTELLECTUAL PROPERTY

7.1. Your Data. You retain all ownership and Intellectual Property Rights in and to Your Data. You hereby grant to Us, a royalty-free, worldwide, non-exclusive, irrevocable, fully paid up, non-transferable right and license to use, copy, transmit, export, display, modify, create derivative works and adapt Your Data, together with the right to sublicense these rights to hosting, connectivity, and communication service providers as well as subcontractors solely in connection with operating, improving and providing the Services, and for the exercise and performance of Our rights and obligations hereunder. We may also collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning Your Data and its derivative data). During and after this Agreement, We may use, copy, modify, adapt, translate, create derivative works, distribute, and display such data and information, provided it is aggregated or de-identified (such data and information, “Aggregated Statistical Information”) for business purposes, including without limitation for developing, enhancing, and supporting the Services. For greater clarity, Aggregated Statistical Information will not contain any of Your Data containing Personal Data. We agree not to use the Personal Data that may be included in Your Data for any other purposes, without Your prior consent. We further agree to take commercially reasonable measures to: (i) protect the confidentiality of any Personal Data communicated to Us under this Agreement; (ii) not keep such Personal Data following the expiration or termination of this Agreement, unless permitted under applicable laws; (iii) notify Your data protection officer without delay of any violation of the provisions of this Subsection 7.1; and (iv) during this Agreement, allow Your data protection officer to conduct verifications at Your sole costs, provided however that: (a) the sole purpose of such verification shall be to confirm Our compliance with the provisions of this Subsection 7.1, (b) any third-party performing such verifications on Your behalf shall enter into a confidentiality agreement with Us in a form agreed to by the parties and shall not disclose any information, except as necessary to report to the parties, and (c) You shall not conduct such verifications more than once a year during this Agreement. The parties agree to complete and execute any documents and perform such acts as may deem necessary to ensure the confidentiality of the Personal Data communicated to Us hereunder, and to ensure compliance with any applicable privacy laws.
7.2. Ownership by Us. You acknowledge and agree that We and/or Our licensors own all right, title and interest, including Intellectual Property Rights in and to (i) the Services and any Improvements thereto, and (ii) anything developed or delivered by or on behalf of Us under this Agreement, including any Improvements thereto, Content and Documentation. You acknowledge and agree that the Services, the Content and the Documentation are made available, not sold, and that except as expressly stated herein, this Agreement do not grant You any rights to, under, or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Content or the Documentation. All Content and Intellectual Property Rights contained therein are owned, controlled by, used, or licensed to Us, and are protected by any and all Intellectual Property Rights laws. You and Your End Customers shall not remove, alter or obscure any Intellectual Property Rights notices incorporated in or accompanying any Services, Content and Documentation.
7.3. Privacy Laws. You represent and warrant to Us that you are now and will continue at all relevant times to be compliant with all applicable laws, including laws governing privacy and Your Data (including Personal Data) that you may provide to Us or access under this Agreement. You also represent and warrant that You have obtained and will maintain at all relevant times all necessary rights and consents under applicable laws to disclose or grant access to Us, or allow Us to collect, use, retain and disclose, Personal Data to provide the Services or as may otherwise be required or necessary for Us to perform Our legal or contractual obligations or exercise any of Our contractual or legal rights. As may be required by applicable laws and in connection with this Agreement, and without limiting the foregoing, You are responsible for, but not limited to, the following obligations: (i) disclose to Your End Customers that We may receive Personal Data from You, (ii) clearly identify and communicate the purposes for which any Personal Data may be shared with Us, and/or collected, as well as the methods used for collection; to the concerned individual(s), prior to the Personal Data collection, (iii) inform the concerned individual(s) of the rights of access and rectification provided for by the legislation in place, (iv) if You are collecting Personal Data from Quebec residents, You must inform them that their data may be hosted in a Canadian data center, outside of the province, for georeplication purposes, (v) refrain from collecting or sharing with Us Personal Data concerning a minor under the age of 14, without consent of parental authority or of the guardian, and (vi) refrain from using the Services to collect or record any third-party biometric data. Exceptions may be applicable and used should they be granted under the legislation in place. Additionally, where required by applicable laws, We may delete or disconnect an End Customer’s Personal Data from your account, including when requested to do so by the End Customer.
7.4. Location of Data. All of Your Data is stored on servers located in Canada.
7.5. Backup of Data. You must maintain copies of all Your Data provided to the Services. We expressly exclude liability for any loss of Your Data no matter how caused.
7.6. Accuracy of Data. You agree and acknowledge that You are responsible for ensuring the accuracy of Your Data provided to the Services. We are under no obligation to ensure that Your Data in the Services is an accurate representation of Your actual data.
7.7. Feedback. You may, at Your own discretion, choose to provide Us with Feedback. In such event, You agree that We are the owner of such Feedback, and We are free to use it for Our business purposes, including by incorporation into the Services without any payment or attribution or other obligation to You.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.3. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.4 (Compelled Disclosure) below or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
8.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a court proceeding, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 

9. DISCLAIMER OF WARRANTIES AND CONDITIONS

9.1. AS IS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SERVICES. WE MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. WE MAKE NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES THAT YOU MAY USE IN CONNECTION WITH THE SERVICES, INCLUDING OPERATORS OF EXTERNAL SITES AND THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OR ANY CONNECTED CONTENT OBTAINED THROUGH THE SERVICES.

 

10.1. ​Indemnification by You. You agree to indemnify, defend, and hold Us harmless, including Our parents, subsidiaries, affiliates, shareholders, investors, directors, officers, employees, agents, partners, consultants, suppliers and licensors from any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of any and all of the following: (i) Your Data; (ii) Your use of, alleged use, or inability to use, any of the Services and Content; (iii) Your violation of this Agreement; (iv) Your actual or alleged violation of any rights of another party, including any User, any End Customers or any Intellectual Property Rights; or (v) Your violation of any applicable laws, rules or regulations. We reserve the right, at Our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Us in asserting any available defenses. This provision does not require You to indemnify Us, Our parents, subsidiaries, affiliates, shareholders, investors, directors, officers, employees, agents, partners, consultants, suppliers and licensors for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder.
10.2. Audit. You agree to indemnify Us for any loss of time or loss of business, or inconvenience due to an audit, a seizure or an investigation of Your Data by a third party or a government authority, in particular, but without limiting the foregoing, when a court ordered seizure or investigation takes place.
 

11.1. DISCLAIMERS. WE SHALL HAVE NO LIABILITY FOR ANY FAILURE TO SATISFY OUR REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER IF SUCH FAILURE IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO: (i) YOUR FAILURE TO USE ANY BUG FIXES, CORRECTIONS, PATCHES, UPDATES, UPGRADES OR NEW OR CORRECTED VERSIONS OF THE SERVICES OR DOCUMENTATION MADE AVAILABLE BY US; (ii) YOUR USE OF THE SERVICES FOR ANY PURPOSE OTHER THAN THAT AUTHORIZED IN THIS AGREEMENT; (iii) YOUR USE OF THE SERVICES IN COMBINATION WITH OTHER SOFTWARE, DATA OR PRODUCTS THAT ARE DEFECTIVE, INCOMPATIBLE WITH, OR NOT AUTHORIZED IN WRITING BY US FOR USE WITH THE SERVICES; (iv) YOUR MISUSE OF THE SERVICES; (v) ANY MALFUNCTION OF YOUR OWN SOFTWARE, HARDWARE, COMPUTER, COMPUTER-RELATED EQUIPMENT OR NETWORK CONNECTION; OR (vi) A FORCE MAJEURE EVENT.
11.2. NO INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, AND PROFITS, PROPERTY DAMAGE OR OTHER INTANGIBLE OR ECONOMIC LOSS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO OUR LIABILITY FOR ANY DAMAGED CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3. CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PERIOD PRECEDING THIS APPLICABLE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
11.4. EXCLUSION OF DAMAGES. CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.5. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

12. TERMS AND TERMINATION

12.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all user subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that free trial period, this Agreement will terminate at the end of the free trial period.
12.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.
12.3. Termination by Us. Without limiting any other provision of this Agreement, We reserve the right, in our sole discretion and without notice or liability, to restrict or deny access to the Services, including but not limited to blocking certain IP addresses, to any person, for any reason or no reason, including without limitation for breach of any of the terms and set forth in this Agreement or any applicable law or regulation. In such circumstances, We may suspend or terminate Your access to the Services, Your participation in any part of the Services, or Your account, without prior notice, in Our sole discretion.
12.4. Termination by You. You may terminate Your subscription to the Services by canceling the Services and and/or deleting Your account, whereby such termination shall not derogate from Your obligation to pay applicable subscription fees, unless mutually agreed otherwise by You and Us in a written instrument. The effective date of such termination will take effect at the end of the then-current term (as determined according to Section 12.1), and Your obligation to pay the subscription fees throughout the end of such term shall remain in full force and effect, and You shall not be entitled to a refund for any prepaid subscription fees. You may terminate Your access to the Services by deleting Your account, which termination will take effect immediately.
12.5. Automatic Termination. This Agreement and any right granted to You hereunder shall automatically terminate and all rights shall return to Us (i) at the end of Your subscription term, (ii) if You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of Your creditors, or (iii) if You file a petition of bankruptcy or if You initiate any legal actions against Us other than through the dispute resolution process set forth in Section 13.
12.6. Refund. Upon termination of this Agreement pursuant to Section 12, for any reason and whether with or without cause, You remain responsible for any outstanding fees owed to Us and You are not entitled to a refund of any fees already paid, if any.
12.7. No Subsequent Use. If Your ability to access the Services is suspended or discontinued by Us, then You agree that You will not attempt to access the Services through use of a different account or otherwise. In the event that You violate the immediately preceding sentence, We reserve the right, in Our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to You.
12.8. No Return of Your Data after Free-Trial Period. After a free-trial period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
12.9. Client Data Retrieval.  A feature of SimpleSurvey enables You to export Your Data, in an Excel format, towards the suitable data support of Your choice. You may export Your Data in such a way within fifteen (15) days after the termination of this Agreement (“Data Export Period”). At the end of the Data Export Period, We shall destroy all of Your Data concerning surveys and contacts, but may retain information about You for archival purposes.
12.10. Data Retention Service. We offer an optional service that allows You to retain access to Your Data beyond the Data Export Period (“Data Retention Service”). The Data Retention Service enables You to store Your Data for up to twelve (12) months without an active subscription (“Data Retention Service Period”). To activate the Data Retention Service, You must pay the applicable fee in effect at the time of subscription to the Data Retention Service, as determined by Us. Payment must be made before the end of the Data Export Period. If You do not subscribe to any new Services, including a renewal of the Data Retention Service, by the end of the Data Retention Service Period, We shall destroy all of Your Data concerning surveys and contacts, but may retain information about You for archival purposes.

13. DISPUTE RESOLUTIONS

PLEASE READ THESE ARBITRATION TERMS OF USE CAREFULLY. IT REQUIRES YOU TO ARBITRATE A DISPUTE WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. THIS SECTION 13 IS REFERENCED HERETO AS AN “ARBITRATION AGREEMENT”.

13.1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to the Services or to any aspect of Your relationship with Us will be resolved by binding arbitration, rather than in court, except that (i) You may assert claims or seek relief in small claims court if Your claims qualify, and (ii) You or Us may seek equitable relief in court for infringement or other misuses of Intellectual Property Rights, for any breach of any confidentiality and privacy obligations hereunder. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
13.2 Arbitration Rules and Seat of Arbitration. You agree that the seat of arbitration is Longueuil and the arbitration tribunal will be composed of one (1) arbitrator chosen by Us. Either party may commence a binding arbitration in accordance with the Code of Civil Procedure (Quebec), or another forum mutually agreed upon by the parties.
13.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement to be void or voidable. The arbitration will decide the rights and liabilities, if any, of You and Us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator cannot act as an amicable composer and will have to decide the dispute according to the rules of law. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under the applicable laws, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and Us.
13.4. Waiver of Jury Trial. YOU AND US HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Us are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
13.5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. If a decision is issued stating that an applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in Longueuil in the Province of Quebec. All other disputes, claims, or requests for relief shall be arbitrated.
13.6 Severability. Except as provided in Section 13.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
13.7. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Us.

14. MISCELLANEOUS 

14.1. Export Compliance. Each party shall comply with the export laws and regulations of Canada and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any Canadian government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit users to access or use Services in violation of any Canadian export embargo, prohibition or restriction.
14.2. Force Majeure. We shall not be liable or deemed in breach of this Agreement if We have any delay or failure to perform the Services or any portion of thereof from causes beyond Our control, including, but not limited to, acts of God or public enemy, fires, earthquakes, pandemics, labor disputes, wars, terrorism, riots, embargos, acts of civil or military authorities, floods, accidents, strikes, shortages of either transportation facilities, fuel, energy, labor or materials, or any local, provincial, federal or international law, governmental order or regulation or any other event.
14.3. Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Our prior consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may assign this Agreement and its rights and obligations hereunder in connection with a corporate reorganization or a sale of all or substantially all of Our assets.
14.4. GOVERNING LAW. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION.
14.5. Language. Both the French and English versions of this Agreement shall be considered equally authentic and construed as a single instrument. However, in the event of any ambiguity, inconsistency, or dispute regarding the interpretation of any provision of this Agreement between You and Us, the English version shall prevail. Les versions française et anglaise de la présente entente seront considérées comme également authentiques et interprétées comme un seul et même instrument. Toutefois, en cas d'ambiguïté, d'incohérence ou de différend concernant l'interprétation d'une disposition de la présente entente entre vous et nous, la version anglaise prévaudra.
14.6. Notice. Except as otherwise specified in this Agreement, all notices as per this Agreement regarding termination or default, or notices regarding a claim relevant to this Agreement  hereunder shall be in writing, shall be sent by registered mail including parcel tracking or by messenger service including a proof of reception, and shall be deemed to have been received upon the reception of the notice by the addressee. Permissions, approvals, and communications related to the general management of the Agreement may be sent by email to info@outsidesoft.com. Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.
14.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be considered as not being part of this Agreement and the remaining provisions of this Agreement shall remain in effect.
14.8. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.9. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
14.10. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of one right or of an occurrence of default shall constitute a waiver of any further right or occurrence of default. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms provided by Us to You for the purposes of Your order) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
14.12. Surviving Provisions. Any sections of this Agreement which expressly survive termination or expiration of this Agreement, or which, by their nature, should reasonably survive termination or expiration of this Agreement, shall survive termination or expiration. Without limiting the generality of the foregoing, the terms contained in Sections 6 (Fees and Payment for Purchased Services), 7 (Data and Ownership of Intellectual Property), 8 (Confidentiality), 9 (Disclaimer of Warranties and Conditions), 10 (Indemnification), 11 (Limitation of Liability), 13(Dispute Resolutions) and 14 (Miscellaneous) shall survive termination or expiration of this Agreement.
14.13. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of the relevant paragraphs of Section 6 (Fees and Payment for Purchased Services).