1. Acceptance of Terms
2. Description of Services
3. Privacy
4. Your Account
5. Payment and Billing
6. Your Submissions and Survey Data
7. Use Restrictions
8. Suspension and Termination
9. Modification of TOS or Services
10. ExpiWell IP
11. Third Party Sites
12. Relationship of Parties
13. Disclaimers
14. Limitation of Liability
15. Indemnification
16. Consumer and Parental Rights
17. Copyright Takedown Procedures
18. U.S. Government End User
19. Apps Specific Terms
20. General Provisions

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Acceptance of Terms

This is a contract (“TOS”) between you and ExpiWell, LLC contracting on behalf of itself and its affiliates (collectively “ExpiWell”). ExpiWell provides the Services (defined below) to you subject to the terms and provisions contained in this TOS. It is important that you read this TOS before using the Services.

By accessing or using the Services you agree to be bound by this TOS. If you create an Account (defined below), you must also click “Accept.” If you do not agree to the terms and conditions of this TOS, do not access or use the Services.

This TOS may be entered into by an individual or an entity. Individuals under the age of eighteen (18) may not use the Services. You represent and verify that you are at least eighteen (18) years old. If entered into by an entity, then the individual entering into this TOS represents that such individual is authorized by the entity to bind the entity to the terms of this TOS. Additionally, “you” and “your” will refer to that entity.

Description of Services

ExpiWell gives you the ability to create and administer surveys and conduct market research (“Maker”) and to collect related results from people or companies that take and participate in your surveys or market research (each a “Participant”). To do this, ExpiWell provides you with one or all of the following: access to the website located at expiwell.com and any successor website thereto that is owned or operated by ExpiWell, a service for purposes of creating and administering surveys and market research, web-based software, and mobile application software (“Services”).

You understand and agree that the Services may include certain communications from ExpiWell, such as service announcements, administrative messages and an ExpiWell newsletter, and that these communications are considered part of your Account and you will not be able to opt out of receiving them so long as you maintain your Account. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new ExpiWell products or services, shall be subject to this TOS.

Privacy

Data from your Account and certain other information about you are subject to our applicable privacy policy, which may be modified from time to time and is incorporated into this TOS by reference. For more information, see the full ExpiWell Privacy Policy

You understand that through your use of the Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ExpiWell and its affiliates.

Your Account

In order to create and administer surveys and conduct market research, you must register an account at Expiwell (“Account”). You agree to provide true, accurate, current and complete information about yourself when you create an Account. You may also be asked to provide certain tax information at registration or afterwards. You also agree to maintain and promptly update your Account information at all times. If you provide, or ExpiWell suspects that you provided, any information that is untrue, inaccurate, not current or incomplete, ExpiWell may suspend or terminate your Account and/or this TOS, and refuse any and all current or future use of the Services.

You will use an email you own and create a password when you create an Account. You are solely responsible for maintaining the confidentiality of the password and Account and are fully responsible for all activities that occur under your password or Account. You agree to (a) immediately notify ExpiWell of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. ExpiWell cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Payment and Billing

You shall pay all fees or charges for the Services in accordance with the fees, charges, and billing terms presented to you in your Account, or otherwise presented to you during your use of the Services, which are incorporated herein by reference. All payments for the Services are final and non-refundable. You must provide ExpiWell with valid credit card, debit card or information for direct withdrawal from a bank account or other approved purchase order information (the "Designated Payment Method") as a condition to signing up for an Account.

If you sign up for one of the subscription based Services (“Subscription”), ExpiWell will bill you periodically in advance at the beginning of each billing period. You may select from monthly or annual billing periods. Your Subscription will automatically renew at the end of each billing period unless you cancel your Subscription before the next billing period by providing written notice to ExpiWell. Upon cancellation, your Subscription will continue until the end of the billing period at which time it will terminate. Variable use fees are charged in arrears each month.

You hereby consent to ExpiWell charging User’s Designated Payment Method as amounts are due and ExpiWell shall not be required to obtain any further consent from you in order to charge such Designated Payment method. ExpiWell may charge a $35.00 fee in any month where the Designated Payment Method charges are declined and must be re-processed. ExpiWell reserves the right to modify its fees and charges and to introduce new charges at any time. Fee changes that occur during a particular Subscription billing period will not take effect until the next billing period. ExpiWell will give you reasonable prior notice of any fee changes.

ExpiWell's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ExpiWell's income. If ExpiWell is obliged to collect or pay taxes, the taxes will be invoiced to you. If you believe a charge is incorrect, you must contact ExpiWell in writing within 30 days of the charge date containing the amount in question to be eligible to receive an adjustment or credit. You shall be responsible to reimburse ExpiWell for any costs of collection of amounts due hereunder, including attorney’s fees and court costs.

Your Submissions and Survey Data

ExpiWell does not claim ownership of any information or content which you submit, disseminate, or otherwise make available through the Services or communicate to ExpiWell, including surveys or market research, or any information submitted by Participants in response to the same (collectively "Submissions"). ExpiWell will treat Submissions as confidential information (to the extent not publicly known or available), and agrees to only use Submissions in furtherance and performance of its obligations under this TOS and consistent with the Privacy Policy. You acknowledge that you are fully responsible for all Submissions submitted or provided by you, including their legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submissions do not infringe the rights of any third party.

You hereby grant to ExpiWell a worldwide, royalty-free, perpetual, non-exclusive, sublicensable, and transferrable license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display, in whole or in part, (a) anonymized or aggregated Submissions (“Anonymized Data”) for any business purpose, including, but not limited to, (i) statistical, usage, and other data analysis related to the performance, functionality, and improvement of ExpiWell services and products, (ii) creating other products and services, and (iii) sharing such data with our affiliates and business partners; and (b) combining and incorporating such Anonymized Data with other data and information available to ExpiWell, in any format or medium known or later developed. ExpiWell will own all right, tile and interest in and to any Anonymized Data, and the same shall not be subject to any restriction on use or disclosure by way of this TOS.

Use Restrictions

You agree to comply with all applicable local, state, national, and international laws and regulations. You further agree not to:

• Use the Services in any manner that damages, disables, overburdens, or impairs any of ExpiWell’s websites or the Services or interferes with any other party's use of the Services;
• Create an Account for anyone other than yourself or use a false identity to obtain an Account;
• Log into an account on the Services other than your Account;
• Access Services data or data of a third party through the Services not intended for you or authorized by the Account or attempt to gain unauthorized access to the Services;
• Use the Services for any purpose or in any manner that is unlawful or prohibited by this TOS;
• Loan, lease, distribute or transfer the Account to anyone else or give or allow anyone access to your Account, including Your user identification and password;
• Except as expressly allowed by the terms of the Account, lease, distribute, license, transfer, sell, or otherwise commercially exploit the Services or make the Services available to a third party;
• Use the Services or related data to develop or enhance any competitive product or service; or,
• (ix) Use the Services to create, store, or transmit protected health information, individually identifiable health information, or other health information as these terms are defined in 45 CFR § 160.103 unless You enter into a HIPAA compliant Business Associate agreement with ExpiWell.

YOU AGREES NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. SENSITIVE INFORMATION MEANS EMPLOYMENT, HEALTH, FINANCIAL (OTHER THAN CREDIT CARD OR BANKING INFORMATION RELATED TO AN ACCOUNT), OR OTHER INFORMATION SUBJECTED TO REGULATIONS, LAWS, OR INDUSTRY STANDARDS DESIGNED TO PROTECT DATA PRIVACY AND SECURITY. EXPIWELL WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM USER’S USE OF THE SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.

Suspension and Termination

You may terminate your use of the Services at any time. You may terminate your Account or Subscription by logging into the service and performing such actions, or by submitting such termination request to ExpiWell. Applicable fees will be charged and collected pursuant to Section 5 of this Terms of Service.

You agree that ExpiWell may, without prior notice, immediately terminate, suspend, or otherwise limit your access to or use of the Services, which may include your Account. Cause for such termination, limitation of access or suspension shall include, but not be limited to: (a) breaches or violations of this TOS or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the Services (or any part thereof); (d) unexpected technical or security issues or problems; (e) extended periods of inactivity; (f) engagement by you in fraudulent or illegal activities; and/or, (g) nonpayment of any fees owed by you in connection with the Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in ExpiWell’s sole discretion and that ExpiWell shall not be liable to you or any third party for any termination of your Account or use of the Services.

Termination of your Account includes any or all of the following: (a) removal of access to all or part of the offerings within the Services; (b) deletion of your password and all related information, files and Submissions associated with or inside your Account (or any part thereof); and, (c) barring of further use of all or part of the Services. Upon any such termination, cancellation, and/or suspension, you are still responsible for payment of all amounts accrued and owed by you.

Modification of TOS or Services

ExpiWell reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that ExpiWell will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

ExpiWell also reserves the right to modify or supersede this TOS at any time and without notice. You agree to review the TOS on a regular basis and remain in compliance at all times. Your continued use of the Services constitutes consent and agreement to any revisions to this TOS. The most recent version of this TOS can be found at Expiwell's Terms and service . You may not modify this TOS.

ExpiWell IP

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property law and other laws. You further acknowledge and agree that content provided by the Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by ExpiWell or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services, such content or the Software, in whole or in part.

ExpiWell owns or has licensed all right, title, and interest to the Software, including without limitation, all changes, additions, and corrections to the Software. ExpiWell grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on single computer; provided that you do not, and do not attempt to, (and do not allow any third party to, or attempt to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by ExpiWell for use in accessing the Services. All rights not expressly granted herein are fully reserved by ExpiWell.

You agree that all of ExpiWell’s trademarks, trade names, service marks, trade dress, and other ExpiWell logos and brand features, and product and service names, are the property of ExpiWell (the "ExpiWell Marks"). You agree not to display or use in any manner the ExpiWell Marks without prior written consent from ExpiWell. Any third party trademarks used in connection with the Services are owned by each respective third party and you agree never to use such trademarks without prior written permission from the trademark owner.

Third Party Sites

You may be transferred to online merchants or other third party sites through links or frames provided through the Services. You are cautioned to read such sites' terms and conditions and privacy policies before using such sites in order to be aware of their terms and conditions. You acknowledge that ExpiWell is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents, products, services or any transmissions received through such sites. The inclusion of such a link or frame does not imply endorsement of these sites by ExpiWell any association with its operators and is provided solely for your convenience. You agree that ExpiWell have no liability whatsoever from such third party sites and your usage of them. If you wish to suspend email from such sites, you must contact them directly.

Relationship of Parties

You and ExpiWell, or users of the Services, are independent contractors for all purposes. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this TOS or by your access to or use of the Services.

Disclaimers

EXPIWELL MAKES NO REPRESENTATIONS OR WARRANTIES... (full disclaimer as provided)

EXPIWELL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THE SERVICES, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXPIWELL HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THE SENDREE SERVICES, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THE SERVICES, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THE SERVICES, INCLUDING ALL EXPRESS, STATUTORY, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EXPIWELL DOES NOT WARRANT THAT THE SERVICES, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THE SERVICES, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, THAT THE CONTENTS OR ANY INFORMATION RECEIVED THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR RISK. USER AGREES THAT IT HAS RELIED ON NO WARRANTIES, REPRESENTATIONS OR STATEMENTS OTHER THAN IN THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL EXPIWELL BE LIABLE FOR ANY LOST PROFITS... (full limitation as provided)

UNDER NO CIRCUMSTANCES WILL EXPIWELL BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, THAT RESULT FROM OR ARISING OUT OF THIS TOS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPIWELL, LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW OF SUCH JURISDICTION.

NOTWITHSTANDING ANYTHING IN THIS TOS TO THE CONTRARY, IN THE EVENT EXPIWELL OR ITS AFFILIATES ARE FOUND LIABLE TO USER UNDER ANY CAUSE OF ACTION, EXPIWELL AND ITS AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS USER HAS PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Indemnification

You agree to defend, indemnify, and hold harmless ExpiWell, its subsidiaries, affiliates, officers, agents, employees, partners, licensors, and advertisers from all liabilities, claims, demands, and expenses, including attorney's fees, made by any third party that arise from your use of the Services, your Submissions, your connection to the Services, your violation of this Agreement, your violation of the ExpiWell Privacy Policy, or your violation of any rights of another. ExpiWell reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with ExpiWell in asserting any available defenses.

Consumer and Parental Rights

The Services are not directed at children. However, parents are notified that there are parental control protections which are commercially available that may assist parents in limiting access to material that is harmful to minors, such as www.netnanny.com, www.cyberpatrol.com, www.cybersitter.com.

In accordance with Cal. Civ. Code § 1789.3, California resident users are entitled to know that they may file grievances and complaints at California Department of Consumer Affairs, 400 R Street, STE 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to [email protected].

Copyright Takedown Procedures

If you believe any materials accessible on or from the Services infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Services by contacting our copyright agent (identified below) and providing the following information:

• Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, the URL) of an authorized version of the work.
• Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
• Your name, address, telephone number and (if available) email address.
• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
• A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
• A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Services is Compliance Manager, ExpiWell, Inc., [email protected].

U.S. Government End User

If the Services are supplied to or purchased by or on behalf of the United States government, then they are deemed to be “commercial software” as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in 48 CFR 52.227-19 for “restricted computer software.” All other terms and provisions of this TOS apply.

Apps Specific Terms

If you are using the Services through mobile application software on an Apple® device (“Apple App”), such as an iPhone®, iPod®, or iPad® then you agree that (i) this TOS is the end user TOS for the Apple App between you and ExpiWell and Apple® is not responsible for the Apple App or the Services, including maintenance and support; (ii) Apple® does not make any warranties related to the Apple App; (iii) ExpiWell, and not Apple®, is responsible for any claims that you or any other party may have related to the Apple App and Services in accordance with the terms of this TOS; (iv) you must use the Apple App in accordance with the usage rules for Apple® devices found on www.apple.com; and (v) Apple® and its subsidiaries are third party beneficiaries under this TOS, and as such, have the right to enforce this TOS against you.

If you are using the Services through mobile application software procured through the Google PlayTM store then the license granted to you by section 11 of this TOS governs in lieu of Section 5.4 of the Google Play Developer Distribution TOS.

General Provisions

Entire TOS. This TOS constitutes the entire TOS between the parties related to the subject matter thereof, supersedes any prior understanding or TOS, oral or written, relating to, the use of the Services.

Severability. If any provision of this TOS is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this TOS as much as possible under applicable law shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law.

Assignment. You shall not assign or transfer this TOS or Your Account. Any such transfer shall be void. ExpiWell may assign any or all of its rights and obligations to others at any time.

Choice of Law. The Services (excluding third party linked sites) are controlled by ExpiWell from its offices within the State of Indiana, United States of America. You agree that the laws of the State of Indiana shall apply to any actions or claims arising out of or in relation to this TOS or your use of the Services, without regard to conflicts of laws principles thereof. You and ExpiWell also agree and hereby submit to the filing of any claim only in the federal or state courts located in Tippecanoe County, Indiana and you consent to exclusive jurisdiction and venue in such courts. ExpiWell makes no representation that information on the Services are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited.

Wavier. The failure of ExpiWell to exercise or enforce any right or provision of this TOS shall not operate as a waiver of such right or provision.

Headings. The section titles in this TOS are for convenience only and have no legal or contractual effect.

Third Party Beneficiaries. Unless otherwise stated, nothing in this TOS is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this TOS.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Miscellaneous. Upon ExpiWell’s request, you shall furnish ExpiWell any documentation, substantiation or releases necessary to verify your compliance with this TOS. You agree that this TOS will not be construed against ExpiWell by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this TOS and the lack of signing by the parties hereto to execute this TOS. This TOS was last modified on July 24, 2018.