Master Subscription Agreement

If you need our MSA in word format, please send us an email here: sales@getenjoyhq.com
NomNom, Inc., dba EnjoyHQ
MASTER SUBSCRIPTION AGREEMENT
This EnjoyHQ Master Subscription Agreement (the “Agreement”) is made as of __________________ (the “Effective Date”) between NomNom, Inc., dba EnjoyHQ, a Delaware corporation (“EnjoyHQ”) and the entity named below (“you”). Between EnjoyHQ and you the Agreement consists of these terms, each order form identifying specifics of your subscription, including any exhibits, and each amendment of any of the foregoing.
WHEREAS, EnjoyHQ is the developer of a user research platform for data-driven teams (the “Service”) provided via www.getenjoyhq.com or any successor website(s) (the “Site”); and
WHEREAS, you wish to obtain a subscription to the Service identified below,
Subscription descriptions: Annual contract subscription service. Access to customer feedback   and user research platform. Type subscription: Mars Plan
NOW THEREFORE, the parties agree as follows:
1.   USE OF THE SERVICE
1.1   Use Rights. You may use the Site and Service in accordance with the terms provided on each order form that has been executed by you and EnjoyHQ. The Site, Service and any Content (as defined below) made available on or through the Service are provided only for (a) your own personal use, (b) your internal business use or (c) if you are a Managed Service Provider (as defined below), use in the support of your customers that use the Service for their own personal or internal business use, all in compliance with all applicable laws, rules and regulations.
1.2    Appropriate Use.
(a)  You promise not to use the Service for any purpose that is unlawful or prohibited by this Agreement. You agree to abide by all applicable local, state, national and international laws and regulations. By way of example, and not as a limitation, you agree not to (or permit others to) : ( a) take any action or ( b) upload, download, post, submit or otherwise distribute or facilitate distribution of any “Submissions” such as, without limitation, postings to the EnjoyHQ Community, comments, text, communications, software, images, sounds, data or other materials or information) using any communications service or other service available on or through the Service, that:
(ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane;
(iii)  constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
(iv)  imposes an unreasonable or disproportionately (in the sole judgment of EnjoyHQ) large load on EnjoyHQ’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
(v)  contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of EnjoyHQ or any third party; or
(vi)  impersonates any person or entity, including, without limitation, any employee or representative of EnjoyHQ.
1.4   Use Restrictions.
(a)  You will not use any robot, spider, scraper or other automated means to access the Service for any purpose without EnjoyHQ’s express written permission. Additionally, you will not: (i) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (ii) bypass any measures EnjoyHQ may use to prevent or restrict access to the Service.
(b)  You shall not (and you shall not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Service or any Content available through the Site (except to the limited extent applicable laws specifically prohibit such restriction); or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. In addition, you shall not remove any proprietary notices or labels.  
(c)   Except as expressly authorized by EnjoyHQ in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from Content.
1.5 Please report any violation of this Agreement by contacting EnjoyHQ at support@getenjoyhq.com
1.6           Customer Data. When you import Customer Data to the Service, you:
(a)  Represent and warrant to EnjoyHQ that you own or otherwise have the right to post such Customer Data.
(b) Acknowledge that you are solely responsible for the Customer Data you post on or through the Service. EnjoyHQ does not endorse and has no control over the Customer Data posted or otherwise provided by users. EnjoyHQ reserves the right to, immediately and without notice, delete or otherwise remove any Customer Data that, in EnjoyHQ’s sole discretion it violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person.
1.7   Managed Service Providers.
(a)  “Managed Service Provider” means a service provider that manages or administers the EnjoyHQ account of a third party for the third party’s internal business or personal use only.
(b) If you desire to make any other commercial use of the Site or the Service, including but not limited to customizing, selling or distributing the Service (whether as a stand-alone service or bundled with your services) for consideration of any kind or for no consideration, you must first obtain EnjoyHQ’s specific written approval in advance. The Service is intended for use described above only and may not be used in connection with any other commercial endeavours except those that are specifically endorsed or approved by EnjoyHQ in writing. Except for distributions for the use described above to your employees or independent contractors for your internal business use and in compliance with this Agreement, you may not distribute or otherwise commercially exploit or make available to any third party the Service, or any part thereof, in any way.
2.    REGISTRATION
2.1   As a condition to using the Service, you may be required to register with EnjoyHQ by providing information to be specified during the registration process and entering an email address and selecting a password and account name (“EnjoyHQ User ID”). You shall provide EnjoyHQ with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your EnjoyHQ account. In addition, you agree to maintain and update your registration information to ensure that it is accurate and complete at all times.
3.   PAYMENT AND ELECTRONIC COMMUNICATIONS
4.              THIRD PARTY SITES
5.              OWNERSHIP RIGHTS
5.1           What You Own. You retain all rights to information you upload to the Service (“Customer Data”). EnjoyHQ disclaims all ownership and other rights as to Customer Data, except any limited rights granted by you to provide the Service.
5.2    What EnjoyHQ Owns.
(c)  EnjoyHQ has no obligation to monitor the Site, Service, or Content. Use of the Content for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved.
6.              CONFIDENTIALITY.
6.1  Confidential Information. Subject to the limitations set forth in Section 6.2, all information disclosed by one party to the other party during the term of this Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. The existence and terms of this Agreement are Confidential Information of both parties.
6.2  Exceptions. Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (a) publicly available through no act or omission of the receiving party; (b) in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; (c) lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information.
7.   TERMINATION
7.2     Termination for Cause. You Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within 30 days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
7.3   Effect of Termination. Following termination of the Agreement you may use the Service for up to two weeks to export your Customer Data, after which your Customer Data will be permanently expunged. Within two weeks following the termination date, you shall, at EnjoyHQ’s option, return to EnjoyHQ or destroy (and certify to EnjoyHQ in writing as to such destruction) all copies of materials embodying or reflecting the Service, documentation and any other EnjoyHQ Confidential Information.
7.4  Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8.     NO WARRANTIES
8.1   Authority. Each of EnjoyHQ and you represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation and shall continuously remain in good standing during the term of this Agreement.
8.2   Protection of Customer Data. EnjoyHQ will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by EnjoyHQ personnel except (a) to provide the Service and to prevent or address service or technical problems, or (b) as you expressly permit in writing.
8.3           Warranty Exclusions. EnjoyHQ is not obligated to correct errors caused: by unauthorized modification to the Service, if you use the Service other than as described in the documentation, by non-EnjoyHQ software or services, or by combining the Service with any other hardware or service not authorized by EnjoyHQ in writing.
8.4  Disclaimer. Except as provided herein the Service, Site and all Content are provided “as is” and “as available”. The Service, Site and all Content are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. EnjoyHQ and its agents, partners, suppliers and content providers do not warrant that: (a) any Content or Customer Data, including, without limitation, any results, data, or information obtained through the Service will be accurate, reliable, or complete; (b) any defects or errors will be corrected; (c) the Content or Customer Data are free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk.
9.              LIMITATION OF LIABILITY
9.2    Direct Damages. In no event shall either party’s aggregate liability arising out of this Agreement, the Site or the Service exceed the fees paid or payable by you to EnjoyHQ during the twelve month period prior to the event giving rise to any claim, and $100 where you are using a trial of the Service.
10.           INDEMNIFICATION
10.4        Indemnification Exclusions. EnjoyHQ shall not have any indemnification obligation pursuant to this Agreement to the extent a claim is based on: (a) use of any version of the Service other than the then-current, unaltered version, if infringement would have been avoided by use of a current, unaltered version thereof that has been made available to you; (b) use of the Service in violation of this Agreement; (c) modifications to the Service made by you; (d) where you continue to use the Service after being notified of allegedly infringing activity or being informed of modifications that would have avoided the alleged infringement; or (e) a third party service or Customer Data.
10.5        ENTIRE LIABILITY. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF THE INDEMNIFYING PARTY, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY DESCRIBED IN THIS SECTION.
11.           MISCELLANEOUS
11.2        Integration. This Agreement the entire agreement between you and EnjoyHQ with respect to the Service and use of this Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EnjoyHQ with respect thereto. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.
11.4        No Agency. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
11.5        Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
11.6        Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed electronically or by written signature and delivered in multiple versions, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement.
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IN WITNESS WHEREOF, the parties have executed this Master Subscription Agreement as of the Effective Date.

 

NomNom, Inc. dba EnjoyHQ

 

 

You:  ___________________________

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Print Name

 

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