Effective Date: January 1, 2015

Thanks you for using 2Sherpa’s products and services (“Services”).

These Terms of Use (“TOU”) contain the terms under which 2Sherpa and its affiliates provide their Services to you and describe how the Services may be accessed and used.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

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.

  1. Fees and Payments

1.1. Fees for Services. You agree to pay to 2Sherpa any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Taxes. Unless otherwise stated, you are responsible for any taxes (other than 2Sherpa’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay 2Sherpa for the Services without any reduction for Taxes. If 2Sherpa is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide 2Sherpa with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.

1.3. Price Changes. 2Sherpa may change the fees charged for the Services at any time, provided that, the change will only become effective for customers where no agreement for services and price was in place yet.

  1. Privacy

2.1. Privacy. In the course of using the Services, you may submit content to 2Sherpa (including your personal data and the personal data of others) or third parties may submit content to you through the Services (your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. 2Sherpa’s Privacy Policy details how we treat your Content and personal data and we agree to adhere to those privacy policies. You in turn agree that 2Sherpa may use and share your Content in accordance with our privacy policies.

2.2. Confidentiality. 2Sherpa will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by 2Sherpa); (b) was lawfully known to 2Sherpa before receiving it from you; (c) is received by 2Sherpa from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by 2Sherpa without reference to your Content.

  1. Your Content

3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. 2Sherpa 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.

3.2. Limited License to Your Content. You grant 2Sherpa 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 2Sherpa’s privacy policy. This includes the anonimous usage of your Content for benchmarking purposes as described in the privacy policy.

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 2Sherpa no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide 2Sherpa with feedback about the Services, we may use your feedback without any obligation to you.

3.3. Other IP Claims. 2Sherpa respects the intellectual property rights of others, and we expect our users to do the same. If you believe 2Sherpa or a 2Sherpa user is infringing upon your intellectual property rights, you may report it via e-mail to [email protected].

  1. 2Sherpa IP

4.1. 2Sherpa IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content).

  1. User Content

5.1. User Content. The Services may display content provided by others that is not owned by 2Sherpa. 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. 2Sherpa 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.

5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, 2Sherpa may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (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, 2Sherpa otherwise has no obligation to monitor or review any content submitted to the Services.

5.3. Third Party Resources. 2Sherpa may publish links in its Services to internet websites maintained by third parties. 2Sherpa 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.

  1. Account Management

6.1. Keep Your Password Secure. If you have been issued an account by 2Sherpa 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 2Sherpa, are responsible for any activity occurring in your account (other than activity that 2Sherpa 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 2Sherpa immediately. Accounts may not be shared and may only be used by one individual per account.

6.2. Keep Your Details Accurate. 2Sherpa occasionally sends 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. Accounts are controlled by the entity whose email address is registered with the account.

 

  1. User Requirements

7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with 2Sherpa. None of the Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contract with 2Sherpa, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.

  1. Acceptable Uses

8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.

8.2. Your Responsibilities. 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) Unless authorized by 2Sherpa in writing, you may not probe, scan, or test the vulnerability of any 2Sherpa system or network.

(c) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.

(d) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

(e) 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. 2Sherpa 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 2Sherpa.

(f) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

(g) Unless authorized by 2Sherpa in writing, you may not resell or lease the Services.

(h) 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 2Sherpa has agreed with you otherwise. You may not use the Services in a way that would subject 2Sherpa to those industry-specific regulations without obtaining 2Sherpa’s prior written agreement.

  1. Suspension and Termination of Services

9.1. By You. If you terminate a Subscription in the middle of a survey cycle, or before receiving the report from 2Sherpa which is related to the results of that survey, you will not receive a refund for that specific survey cycle unless a refund is required by law.

9.2. By 2Sherpa. 2Sherpa may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. 2Sherpa 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. However, there may be time sensitive situations where 2Sherpa may decide that we need to take immediate action without notice. 2Sherpa has no obligation to issue full reports upon termination of the applicable Service.

9.3. Further Measures. If 2Sherpa stops providing the Services to you because you repeatedly or egregiously breach these Terms, 2Sherpa may take measures to prevent the further use of the Services by you, including blocking your IP address.

  1. Changes and Updates

10.1. Changes to Terms. 2Sherpa 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 the location at which those terms appear. 2Sherpa may also provide notification of changes on its blog or 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 2Sherpa 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, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

10.2. Changes to Services. 2Sherpa constantly changes and improves the Services. 2Sherpa may add, alter, or remove functionality from a Service at any time without prior notice. 2Sherpa may also limit, suspend, or discontinue a Service at its discretion. If 2Sherpa discontinues a Service, we will give you reasonable advance notice. 2Sherpa 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.

  1. Disclaimers and Limitations of Liability

11.1. Disclaimers. While it is in 2Sherpa’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND 2SHERPA 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 REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

11.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 2SHERPA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, 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 2SHERPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF 2SHERPA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO 2SHERPA FOR USE OF THE SERVICES GIVING RISE TO THE LIABILITY.

11.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

11.5. Businesses. If you are a business, you will indemnify and hold harmless 2Sherpa 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 these Terms, to the extent that such liabilities, damages and costs were caused by you.

  1. Contracting Entity

12.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, 2Sherpa.

12.2. 2Sherpa: For any Service provided by 2Sherpa, the following provisions will apply to any terms governing that Service:

  • Contracting Entity. References to “2Sherpa”, “we”, “us”, and “our” are references to 2Sherpa.
  • Governing Law. Those terms are governed by the laws of the Singapore.
  • Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of Singapore with respect to the subject matter of those terms.
  1. Other Terms

Assignment. You may not assign these Terms without 2Sherpa’s prior written consent, which may be withheld in 2Sherpa’s sole discretion. 2Sherpa may assign these Terms at any time without notice to you.

Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and 2Sherpa, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its 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 2Sherpa is that of independent contractors, and not legal partners, employees, 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 TOU with respect to the Services to which the Additional Terms apply.

Severability. If any provision of these Terms 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 these Terms.