Feedbackpanda.com is a service operated by SureSwift Capital, Inc., a Canadian company registered under the corporation number BC1153875, (hereinafter “THE SERVICE PROVIDER”).
By registering on the website feedbackpanda.com or using the Service, the Client acknowledges that he/she/it has read, understood and agreed to the entirety of these Terms of Service. THE SERVICE PROVIDER strongly advises the Client to print and/or save a copy of the Terms of Service.
These Terms of Service may be amended from time to time. It is the Client’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. The Client agrees that the continued use of the Service after such changes to the Terms of Services have been published will constitute the Client’s acceptance of such revised terms.
In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:
“Account” means the account of the Client after entering into the Agreement, which enables the Client to use the Service.
“Client” means the individual or legal entity, professional only, with whom THE SERVICE PROVIDER entered this Agreement and whose name and address appear on the Account. The Client and THE SERVICE PROVIDER are hereinafter collectively referred to as the “Parties” or individually as a “Party”.
“Content” means any data, whether personal or not, contained in the FeedbackPanda database.
“Documentation” means all documents that may be viewed, printed and/or downloaded free of charge in electronic form from the website feedbackpanda.com, including the knowledge base (intercom.help/feedbackpanda), and the blog (feedbackpanda.com/blog), describing the functionalities of the Service and the FeedbackPanda Solution.
“FeedbackPanda Solution” means the FeedbackPanda software, as well as any related applications, developed and published by THE SERVICE PROVIDER.
“External Application Programming Interface” or “External API” means an external web service to the FeedbackPanda Solution, being webapps (API) or the Client’s scripts, to which the Client may send Data.
“Imported Data” means data uploaded by the Client to the FeedbackPanda Solution with the purpose of processing them and generating Generated Data.
“Generated Data” means any data, whether personal or not, generated through the FeedbackPanda Solution on the basis of the the Imported Data.
“Personal Data” means any information relating to a natural person who is or can be identified, directly or indirectly.
“Processed Data” means the data sent by the Client through he/she/its Account to the Service to be processed through the Service.
“Service” means the grant of access to the FeedbackPanda Solution by THE SERVICE PROVIDER and the use of the FeedbackPanda Solution in SaaS mode by the Client, whether through the website feedbackpanda.com or through the FeedbackPanda application, under the terms and conditions set out in the Agreement.
“Subscribed Plan” means the fee based plan subscribed by the Client for a fixed monthly or an annual period, which appears on the Account (and then possibly modified by the Client). The Service is provided through separate offers, which functionalities are described on the website feedbackpanda.com, or through specific tailored offer (s).
2. Purpose of the Agreement
The purpose of this Agreement is to set out the conditions under which THE SERVICE PROVIDER provides the Service to the Client, who accepts it, a nonexclusive and nontransferable right to use the FeedbackPanda Solution in SaaS mode. In exchange, the Client agrees to pay the contractual fee and to comply with all requirements set out in the Terms of Service.
3. Service description, access and availability
3.1. Description of the Service
FeedbackPanda Solution is an hosted education productivity software, which enables the Client to generate Generated Content from Processed Data. FeedbackPanda Solution provides the Client with the possibility to download or use the Parsed Data.
The Client accesses the Service through his/her/its own and personal Account. The Client’s Account may only be used by one person, a single Account shared by multiple people is not permitted. The Client bears all liability as to the access and the use of the Account. The Account requires the Client to provide his/her/its legal full name, a valid email address, and any other information requested in order to complete the registration process. The Client may create one or more Document Parser(s) for the same Account, depending on the Subscribed Plan.
3.3. Availability and support
The Service is available to the Client 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement. Support for the Services is only available in English, via email (firstname.lastname@example.org). Various questions and concerns of the Client may find a quick answer by visiting intercom.help/feedbackpanda.
4. Pricing, invoicing and penalties
A specific pricing applies to any monthly or annual subscription plan, which are detailed under the page Pricing, except for the free Account for a limited period of 30 days. The pricing are in dollars and all tax excluded, except when expressed otherwise. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties in its jurisdiction.
The Client may have access to a free Account for a period of 30 calendar days, during which the Client uses the Service free of charge. Each Client may subscribe only once to a free Account and shall not maintain more than one free Account. At any time during the trial period, the Client may opt for a Subscribed Plan, which will be charged automatically. For any upgrade or downgrade of the Subscribed Plan, the new price will apply as of the day following the date of the change in the Subscribed Plan. The billing cycle remains unchanged and the invoicing will include the details as to the pro rata. In the event of an amendment of the Client’s Subscribed Plan or a change from the Subscribed Plan to a free Account, the Client shall not be entitled to a refund. Further details on how changes and cancellations of Subscribed Plans are handled can be found here: https://support.stripe.com/questions/handlingsubscriptionchanges
4.2. Payment and Invoicing
All Subscribed Plans must be paid, through THE SERVICE PROVIDER payment service provider (Stripe Payments Europe Ltd), for in full using a credit card, exclusively with one of the following credit card : Visa, Mastercard, Amex. The Client must enter valid credit card information.
The Service is billed in advance on a monthly or annual basis, irrespective of the use of the Service made by the Client. The amount already paid is neither fully or partially refundable. The lack of use or the temporary discontinuance of the Service during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor qualify for a refund or any compensation whatsoever. THE SERVICE PROVIDER will provide no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
THE SERVICE PROVIDER may automatically send the Client an email receipt for each payment. In addition, the Client may also download a PDF version of the invoice including the Client’s details in his/her/its Account in the section “My Subscription”.
In the event of lack of payment on the due date, THE SERVICE PROVIDER is entitled to require payment of (i) the entire debt, (ii) a penalty for delay of three times the legal interest rate and (iii) a lump fee for fees recovery.
5. Modification of Service and Pricing
THE SERVICE PROVIDER reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.
Prices of all Services, for the monthly or annual subscription plan to the Service, are subject to changes at any time. Such notice may be provided at any time by posting the changes on the website feedbackpanda.com, the FeedbackPanda application or the Service itself. Such changes shall not apply for the ongoing Subscribed Plans and shall only apply for the Subscribed Plans entered after the modification of pricing.
The Agreement will be effective after the creation of an Account by the Client, including a free Account, and will remain in effect until its termination by either Party. The minimal duration of the Agreement is one (1) month as from the date of the subscription of a monthly Subscribed Plan and one (1) year as from the date of the subscription of an annual Subscribed Plan.
All Subscribed Plans will renew for successive periods of the same duration by tacit agreement, unless terminated by either Party by email (for the Client: to the Client’s email address provided in the Account; for THE SERVICE PROVIDER : email@example.com) at least 7 (seven) working days before the end of the Subscribed Plan. It is the sole responsibility of the Client to anticipate the end of the Subscribed Plan, which consequences will be borne exclusively by the Client. No amount received in advance by THE SERVICE PROVIDER for the Subscribed Plan will be refunded. All Content and Generated Content will be automatically deleted from the Service at the termination date of the Agreement. The Client is aware that the Content and the Generated Content cannot be recovered after the termination date of the Agreement.
7. Granting and undertaking of THE SERVICE PROVIDER
THE SERVICE PROVIDER undertakes to use all reasonable and human resources to provide the Service, subject to (i) the full payment by the Client of the contractual fees and (ii) interruptions, suspension or discontinuance of all or any portion of the Service due to maintenance, service disruption or failure external to THE SERVICE PROVIDER. For maintenance operations, THE SERVICE PROVIDER will endeavour to inform the Client in advance by email or via the website feedbackpanda.com or the FeedbackPanda application. The temporary interruptions of the Service, of any kind, will under no circumstances give rise to indemnification of any kind to the Client’s benefit. Any service not expressly provided for in the Agreement, such as training, support, etc., shall be subject to a separate agreement, based on a quotation established according to THE SERVICE PROVIDER’s applicable rates.
8. Grantings and undertakings of the Client
The Client, who enters into the Agreement on behalf of a company or other legal entity, grants that he/she/it has the authority to bind such entity and its affiliates. The Client grants to be a natural or a legal entity, acting as a professional, excluding any robots. Accounts registered by “bots” or other automated methods are not permitted.
The Client undertakes to :
- acquire the necessary hardware and software, and to subscribe to telecommunications services (internet access) required to remotely use the Service. The costs for such equipment and for Internet access services are exclusively borne by the Client;
- ensure that the Client is trained to use the Service and Internetbased technologies;
- maintain the security of the Account and the related password;
- accurately transmit, under his/her/its sole responsibility, all information required for the performance of the Agreement and warrants the accuracy of such information. The Client hence commits to report any change to these information;
- pay the contractual fees under the conditions set out in the Agreement;
- respect THE SERVICE PROVIDER’s intellectual property rights;
- refrain from using the Service in conditions that may impair the functioning or safety of the Service;
- refrain from modifying, adapting or hacking the Service or modify another website so as to falsely imply that it is associated with the Service, or with THE SERVICE PROVIDER;
- refrain from uploading, or transmitting unsolicited email or “spam” messages;
- refrain from reproducing, duplicating, copying, selling, reselling or exploiting any portion of the Service, use of the Service, or access to the Service without the written permission by THE SERVICE PROVIDER;
- refrain from transferring to his/her/its Account or storing on his/her/its Imported Data, data that may:
- impair the functioning of the Service;
- contain or be likely to contain viruses or any code of a destructive nature;
- be of an illegal nature, contrary to the laws or regulations in force, contrary to morality (pornography, violence, etc.) or infringing third parties’ rights, including (without limitation) intellectual property rights and the right to privacy.
Accordingly, the Client is responsible for any damages such data could cause to THE SERVICE PROVIDER, to a third party, to the Service and will hold THE SERVICE PROVIDER harmless against any claims that may be brought against THE SERVICE PROVIDER by a third party because of such data and, more generally, the Client’s use of the Service. While the Agreement prohibits such conduct and Content on the Service, the Client understands and agrees that THE SERVICE PROVIDER cannot be held responsible for the Generated Data and Content submitted to the Service. The Client therefore agrees to use the Service at his/her/its own risk.
THE SERVICE PROVIDER may remove Generated Data, Data, Imported Data and Accounts containing data that THE SERVICE PROVIDER considers in its sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party’s intellectual property right(s) or the Agreement.
The Service is provided on an “as is” basis and “as available” basis. The Service shall not substitute any other function in the Client’s organization. The information given by THE SERVICE PROVIDER is provided solely for the use of the Service but not for the Client’s organization. THE SERVICE PROVIDER has an obligation of means and does not provide any implicit or explicit warranty as to the use of the Service.
The use of the Service is provided at the Client’s sole risk. The Client understands that the technical processing and transmission of the Service, including the Processed Documents, the Content and the Parsed Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
THE SERVICE PROVIDER does not warrant that (i) the Service will meet the specific requirements of the Client, (ii) the Service will be uninterrupted, timely, secure, or errorfree, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any information, or other material obtained by the Client through the Service will meet the Client’s expectations, and (v) any errors in the Service will be corrected.
The Content and the Imported Content is kept by THE SERVICE PROVIDER for a period of 30 calendar days maximum by default for the performance of the Service, excluding any data storage. Therefore, it is the Client’s responsibility to ensure the storage and registration of his/her/its data, including the Imported Data, Data and Generated Data. THE SERVICE PROVIDER shall not be held responsible for any loss of Imported Data, Data and Generated Data.
THE SERVICE PROVIDER might block the Client’s Account in the event that the Client went over the limit of the Subscribed Plan. THE SERVICE PROVIDER excludes any liability for the suspension of the Account.
The Client understands that THE SERVICE PROVIDER uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.
The Clients also understands that, while the FeedbackPanda Solution offers tools to easily set up a connection with such systems, External APIs are published and maintained by an independent provider external to THE SERVICE PROVIDER. The Client is therefore solely liable as to the transfer, the download or any use of the Imported Data, Data or Generated Data to or through an External API, excluding any liability of THE SERVICE PROVIDER. The Client is aware that he/she/it may have to enter into a specific and separate agreement as to the use of the External API.
THE SERVICE PROVIDER excludes any liability in the events of:
- a downgrading of the Service;
- loss ofImported Data, Data or Generated Data, features, or capacity of the Client’s Account;
- a modification, price change, suspension or discontinuance of the Service;
- a loss or damage from Client’s failure to comply with the Client’s undertakings, including his/her/its security obligation;
- concerning use of the Generated Content.
The Client expressly understands and agrees that THE SERVICE PROVIDER shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if THE SERVICE PROVIDER has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute services resulting from any services purchased through or from the Service; (iii) unauthorized access to or alteration of the Imported Data, Data or Generated Data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
In any case, the overall liability of THE SERVICE PROVIDER is strictly limited to the overall fees paid by the Client for the ongoing Subscribed Plan.
10. Termination for breach
Breach(es) of any of the terms and conditions of the Agreement by the Client will result in the termination of the Agreement and the closing of the Client’s Account. Should the Client fail to remedy the said breach within seven (7) days from the suspension of his/her/its access to the Service, THE SERVICE PROVIDER shall be fully entitled to terminate the Agreement with immediate effect and without prior notice. From the termination date, the Client will no longer be able to use the Service. The Client’s Content and the Imported Data relating to the Client’s Account will be deleted without the Client being entitled to any compensation. The Client shall be solely responsible for the consequences of the termination of the Agreement, in particular in terms of continuity of its internal management and commercial activities.
No amount received in advance by THE SERVICE PROVIDER for the Subscribed Plan will be refunded and the Client shall not be entitled to any compensation whatsoever.
Suspension of the Service and/or termination of this Agreement shall not prevent or otherwise impede the claim(s) THE SERVICE PROVIDER may present as a result of the Client’s breach(es).
11. Intellectual property rights
11.1. THE SERVICE PROVIDER ownership and undertakings
All intellectual property rights on the FeedbackPanda Solution and all content available on the website feedbackpanda.com or the FeedbackPanda application remain the sole property of THE SERVICE PROVIDER. THE SERVICE PROVIDER warrants that it has developed the FeedbackPanda Solution and owns the intellectual property rights to the FeedbackPanda Solution and all elements used to provide the Service.
THE SERVICE PROVIDER undertakes not to claim any ownership on the Imported Data, Data or Generated Data processed through the Service, which remain the sole property of the Client.
11.2. The Client’s ownership and undertakings
The Client remains the owner of all Imported Data, Data or Generated Data processed under the Agreement.
The Clients undertakes to refrain from any act or behavior that may directly or indirectly affect the intellectual property rights owned by THE SERVICE PROVIDER, such as but not limited to, the intellectual property rights owned on the FeedbackPanda Solution, the related trademark and logo used by THE SERVICE PROVIDER.
The Client grants THE SERVICE PROVIDER against any claim, demand, suit or proceedings made or brought against THE SERVICE PROVIDER by a third party alleging that the Content, the use of the Service in violation of the Agreement, infringes, misappropriates the intellectual property rights of a third party or violates applicable law and regulation. The Client undertakes to indemnify THE SERVICE PROVIDER for any damages awarded against, and for reasonable legal fees (including attorney’s fees) incurred by THE SERVICE PROVIDER in connection with any such claim, demand, suit or proceedings, provided that THE SERVICE PROVIDER (i) promptly informs the Client in writing of the claim, demand, suit or proceeding, (ii) gives the Client the sole control of the defense and settlement of the claim, demand, suit or proceedings (such settlement may be entered to the extend that said settlement releases unconditionally THE SERVICE PROVIDER of its liability) and (iii) provides the Client with all reasonable assistance. All fees incurred will be borne exclusively by the Client.
12. Collected Data
When registering to and while using the FeedbackPanda Solution, THE SERVICE PROVIDER collects, on a voluntary basis, from the Client a limited number of data, including Personal Data, which is solely for the performance of the FeedbackPanda Solution and used in connection with the FeedbackPanda Solution.
All data provided to the FeedbackPanda Solution, including Personal Data, Imported Data, Data or Generated Data will not be freely given to anyone. We do not, under any circumstances, sell either your Personal Data, Imported Data, Data or Generated Data. Only authorized employees of the FeedbackPanda Service have access to view Personal Data, Imported Data, Data or Generated Data.
14. GDPR compliance
For purposes of the Data Protection Act 1998 and GDPR, the FeedbackPanda Solution acts as the “data controller” for Personal Data and acts as the “data processor” for Imported Data, Data or Generated Data.
THE SERVICE PROVIDER and the Client undertake to keep confidential all information and documents concerning each Party, of any nature whatsoever, to which the relevant Party may have referred to, or provided, during the performance of the Agreement. The above shall not prevent THE SERVICE PROVIDER to mention its commercial relationship with the Client, as provided below.
16. Force majeure
THE SERVICE PROVIDER uses all technical means which may be reasonably used for the performance of the Service. THE SERVICE PROVIDER shall therefore not be held liable in the event that the Service is not available in the case of force majeure, including but not limited to, network failure, strike, natural disaster, earthquake, public telecommunication network failure, failure of Internet connection due to private or public agents to which THE SERVICE PROVIDER relies upon.
The Client waives any right to indemnity of any nature whatsoever in the event of force majeure and THE SERVICE PROVIDER shall not be held liable for any cost incurred due to the impossibility to use the Service.
At any time and at its own discretion, THE SERVICE PROVIDER reserves the right to assign, subcontract, transfer and / or provide all or part of the rights and obligations subject of the Agreement to a third party in any form whatsoever.
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, contracts, and undertakings between the Parties with respect to such matter.
The fact that one of the Parties did not request the application of any provision of this Agreement shall in no event be deemed or interpreted as a waiver of the right that Party has under this provision.
The Client allows THE SERVICE PROVIDER to mention its company name or name and the Service provided for commercial purpose only.
18. Choice of law and jurisdiction
British Columbia, Canada law shall apply to this Agreement and any dispute related to or arising from this Agreement without regard to its conflict of law principles.