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These Terms of Service ("TOS") contain the terms under which Task Analytics Inc and its affiliates provide their Services to you and describe how the Services may be accessed and used. If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization. For the avoidance of doubt, your subscription and access to Task Analytics constitutes "Services" for the purpose of these Terms.
You agree to pay to Supplier any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method as agreed on in the Order Form. Fees paid by you are non-refundable, except as provided in these Terms or when required by applicable law.
Some of our Services (including also your subscribed for user rights and access to Task Analytics) are billed on a subscription basis. This means that you will be billed in advance on a recurring, periodic basis (each period, a "billing cycle"). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by providing written notice to the contact person within our company as set out in the Order Form Details. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
Unless otherwise stated, you are responsible for any taxes (other than Supplier or its Affiliates’ income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, "Taxes"). You will pay Supplier for the Services without any reduction for Taxes. If Supplier or Affiliates' is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Supplier with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.
Supplier may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Supplier will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change become effective.
Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
You may submit content to Task Analytics (including your personal data and the personal data of others) or third parties may submit content to you through the Services (your "Content").
Task Analytics may also collect your Content (including gender, age, telephone number, log-in status, etc.) for the purpose of providing parts of our Services and for statistics that we use to further develop our products.
Your Content may also be used on an unidentified, aggregated level, e.g. in reports or benchmarking tools for the purpose of supplying our products. Unidentified means that we cannot track the information we collect back to Customer, or use such information to identify any individual customer or end user.
Supplier will treat your Content as confidential information and only use and disclose it in accordance with this Agreement. However, your Content is not regarded as confidential information if such Content:
a) is or becomes public (other than through breach of this Agreement by Supplier);
b) was lawfully known to Supplier before receiving it from you;
c) is received by Supplier from a third party without knowledge of breach of any obligation owed to you; or
d) was independently developed by Supplier without reference to your Content.
e) when references to your Content is not traceable back to you.
You shall treat this Agreement, prices, Task Analytic and technical information regarding Task Analytics as confidential information and only use and disclose it in accordance with these Terms. The exceptions set out in letter a) to c) in this clause apply correspondingly.
Supplier is allowed to name Customer as a client for reference purposes in its marketing efforts, and may strictly for the purpose thereof use Customer's tradenames and logos.
You retain ownership of all of your intellectual property rights in your Content. Supplier does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
You grant Supplier a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by Supplier’s privacy policies. Furthermore we can use your Content for improving our Services, subject to our compliance with this TOS. This license for such limited purposes continues even after you stop using our Services, though you may have the ability to delete your Content in relation to certain Services such that Supplier no longer has access to it. We may also sublicense this right to a third party contractor we work with to the extent necessary to provide the Services to you, provided that they agree to assume confidentiality obligations with respect to your Content substantially similar to those set forth in this TOS. If you provide Supplier with feedback about the Services, we may use your feedback without any obligation to you.
Neither this Agreement nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). You do not have any right to use Supplier or Supplier's Affiliates' trademarks or other brand elements for any purpose without our prior written permission in each instance.
Supplier or its licensors shall own all right, title and interest in and to Task Analytics and any intellectual property rights therein, and any further developments thereof, throughout the world (including but not limited to copyright, database rights, patent rights, trade secret rights, rights in and to confidential information, rights in goodwill, applications and the rights to make applications for any of the above, and all similar rights) (together the "Intellectual Property Rights" or “IPs”).
Customer acknowledges that Task Analytics includes proprietary and confidential information and trade secrets which are the sole and exclusive property of Supplier or its licensors, and that the Software is or may be protected by patent, copyright, trade secret and/or similar laws.
This Agreement does not transfer or convey to Customer or third party any right, title or interest in or to Task Analytics or any associated IPs or further developments thereof, but only a limited right of use, revocable in accordance with the terms of this Agreement.
Customer agrees not to decompile or otherwise reverse engineer Task Analytics or any other component of the Services.
The Services display content provided by others that is not owned by Supplier. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Supplier is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
You acknowledge that, in order to ensure compliance with legal obligations, Supplier may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Supplier otherwise has no obligation to monitor or review any content submitted to the Services.
Task Analytics may publish links in its Services to internet websites maintained by third parties. Task Analytics does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
If you have been issued an account by Supplier in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Supplier, are responsible for any activity occurring in your account (other than activity that Supplier is directly responsible for which is not performed in accordance with the Customer’s instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Supplier immediately. Accounts may not be shared with third parties except as expressly agreed in writing between you and Supplier.
Supplier or its subcontractors may occasionally send notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Supplier will not be liable for any failure to store, or for loss or corruption of, your Content.
Supplier may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
You must use the Services in compliance with, and only as permitted by, applicable law.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
a) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
b) You may not circumvent or attempt to circumvent any limitations that Supplier imposes on your account (such as by opening up a new account to implement or execute a Capture Form that we have closed for a Terms violation).
c) Unless authorized by Supplier in writing, you may not probe, scan, or test the vulnerability of any Task Analytics system or network.
d) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, Task Analytics, the Services, or any component used for providing the Services, or attempt to do so.
e) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
f) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Supplier will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Supplier.
g) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
h) Unless authorized by Supplier in writing, you may not resell or lease the Services.
i) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Supplier has agreed with you otherwise. You may not use the Services in a way that would subject Supplier to those industry-specific regulations without obtaining Supplier’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle "protected health information" or other personal information without entering into a separate business associate agreement with Supplier that permits you to do so.
If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by applicable law.
Supplier may limit, suspend, or stop providing the Services to you if you fail to comply with this Agreement (such as a failure to pay fees when due, provide incomplete or incorrect customer information or acts in violation of applicable law or public orders), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Supplier may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Supplier may decide that we need to take immediate action without notice. Supplier has no obligation to retain your Content upon termination of the applicable Service.
If Supplier stops providing the Services to you because you repeatedly breach this Agreement, or if (as determined in Supplier’s sole discretion) you have egregiously breached this Agreement such that the foregoing measures are insufficient to address your misuse or violation, Supplier may take measures to prevent the further use of the Services by you, including blocking your IP address.
Supplier may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to Supplier’s website at: https://taskanalytics.com/tos/, or on such other Supplier webpage as Supplier may later communicate to you. Supplier may also provide notification of changes via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Supplier to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service. By continuing to use the Services following the effective date of any such change, you indicate your agreement to be bound by the updated terms.
Supplier constantly changes and improves the Services. Supplier may add, alter, or remove functionality from a Service at any time without prior notice. Supplier may also limit, suspend, or discontinue a Service at its discretion. If Supplier discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Supplier may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND SUPPLIER DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, VENDORS, SUBCONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST ANTICIPATED SAVINGS, LOST REPUTATION, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF SUPPLIER, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, VENDORS, SUBCONTRACTORS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SUPPLIER FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. FOR THE AVOIDANCE OF DOUBT THIS LIMITATION OF LIABILITY SHALL BE CUMULITATIVE AND NOT PER INCIDENT.
You shall indemnify and hold harmless Supplier and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of this Agreement, to the extent that such liabilities, damages and costs were caused by you.
Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, solely the Supplier. This shall not be construed to mean that Supplier is not entitled to use subcontractors for the provisioning of the Services.
The Agreement shall be governed by and construed exclusively in accordance with the laws of State of New York, United States.
Supplier and Customer hereby irrevocably consent and agree that any legal action, suit or proceeding with respect to any obligation, liability or other matter under or arising out of or in connection with this Agreement shall, unless amicably settled between the Parties, be finally settled by arbitration according to the rules of the United Nations Commission on International Trade Law (UNCITRAL) as in effect on the date the Parties are signing this Agreement (the "Rules") by three arbitrators in accordance with said Rules. The seat of arbitration shall be exclusively in New York. The procedural laws of New York apply where the Rules are silent. The arbitration proceedings shall be conducted in English. This clause 19.2 shall not preclude a Party from obtaining interim or injunctive relief on an immediate basis from a court of competent jurisdiction.
Assignment. You may not assign this Agreement without Supplier’s prior written consent, which may be withheld in Supplier’s sole discretion. Supplier may assign this agreement at any time without notice to you.
Entire Agreement. The Order Form and these Terms (including any additional terms agreed in writing between the Parties in the future) constitute the entire agreement between you and Supplier, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning their subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
Independent Contractors. The relationship between you and Supplier is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.
Interpretation. The use of the terms "includes", “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
Precedence. To the extent any conflict exists, the Additional Terms prevail over this TOS with respect to the Services to which the Additional Terms apply.
Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.