Terms of Service

1.1 Eligibility

By agreeing to these Terms of Service, You represent and warrant that You have attained the age of majority as per the applicable law to which You are subject to in Your state or province of residence; not based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; not be listed on any U.S. government list of prohibited or restricted persons; the contact and billing information provided/to be provided are true, accurate, up-to-date and complete; and that the use of Our Services/site by any of Your minor dependants shall be deemed to be under Your express consent.

1.2 Unlawful Use of Our Services

You shall neither use or permit to use Our products for any illegal, unlawful, harmful, fraudulent or unauthorized purpose nor in the use of the Service violate any applicable laws in Your jurisdiction (including but not limited to data protection law). You shall notify Us immediately on becoming aware of any such unauthorised use of Our products or suspected breach of security or breach of these Terms. You shall not transmit any worms or viruses, spam (which for these purposes shall include all unlawful marketing communications, unsolicited commercial communications) or any code of a destructive nature. A breach or violation of any of the Terms contained herein will result in an immediate termination of provision of Our Services to You under this Agreement without prior notice to You. We may refuse the Services, suspend or close the Account for any valid reason at any time.

1.2 Your Content

You understand that Your content (not including credit card information) may be transferred and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms.

2.1 Subscriptions

Unless otherwise provided, (a) Services and access to Account content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

2.2 Usage Limits

Services and content are subject to usage limits, including, for example, the quantities. Unless otherwise specified, a quantity refers to Users, and the Service or content may not be accessed by more than that number of Users, a User’s password may not be shared with any other individual, and (c) except otherwise provided for, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will subscribe for additional quantities of the applicable Services or content promptly upon Our request, and/or be liable to pay any additional charges for such excess usage.

2.3 Prohibited Content

Following activities are prohibited on Our platform and we shall actively suspend Your Account if they are found:

• Downloading or installing software applications not intended for software testing e.g., bitcoin mining, gaming servers and other illegitimate activities;
• Use and access of pornographic content;
• Indulging in any unlawful and fraudulent activities.

3.1 Compliance of applicable laws, Terms of Service

You will (a) be solely responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, completeness, quality, transmission, content and legality of Your Data (as defined in the DPA) and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized and unlawful access to or use of Services and content, and notify Us promptly of any such unauthorized access or use, (d) use Services and content only in accordance with this Agreement and applicable laws, rules and government regulations. Further You hereby agree and acknowledge that any action or omission by a User on Your behalf including placing Service Order Form and its contents is deemed to be an authorised action by You and hence You shall have no claim in this regard.

3.2 Use Restrictions

You will not (a) make any Services or content available to, or use any Services or content for the benefit of, anyone other than You or Users, unless expressly permitted by Us, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or content, or include any Services or content in a service bureau or outsourcing offering, (c) use Our Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Our Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Services or content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy content except as permitted herein, (j) frame or mirror any part of any Services or content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted under this Agreement, (k) access any Service or content in order to build a competitive product or service or to benchmark with any product or service, or (l) reverse engineer any Service.

3.2 Use Restrictions

You will not (a) make any Services or content available to, or use any Services or content for the benefit of, anyone other than You or Users, unless expressly permitted by Us, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or content, or include any Services or content in a service bureau or outsourcing offering, (c) use Our Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Our Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Services or content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy content except as permitted herein, (j) frame or mirror any part of any Services or content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted under this Agreement, (k) access any Service or content in order to build a competitive product or service or to benchmark with any product or service, or (l) reverse engineer any Service.

Any use of Our Services in breach of this Agreement, by You or Users that in Our judgment threatens the security, integrity or availability of Our Services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension, the failure of which shall result in termination with immediate effect.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any content on the website or product through which the Service is provided, without written express consent by Us.

5.1 Our Proprietary Rights

Neither these Terms nor use of the Services grants You ownership in the Services or the content you access through the Services (other than Your content). Nothing on Our Website or in this Agreement should be construed as granting any license or right to use any trademarks, trade names, logos, or any other brand element displayed on the Website, unless You have been granted explicit written permission to use the same. 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.

5.2 Your Proprietary Rights

You further represent and warrant that You either own or control the appropriate rights in and to Your Content, including any intellectual property owned by third parties; and You will not submit, upload, or otherwise make available via the Services, any Content or materials that (i) You do not have the rights necessary to use, transmit, publish, or to grant Us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party.

6.1 Integration with Third Party Service

If You enable any third-party applications for use in conjunction with Our Services, You acknowledge that We may allow such providers access to Your data. We merely act as an intermediary platform between You and Third Party Services and shall not be responsible and liable for any action or omission relating to or resulting from provision of Third Party Services to You. Your use of the third party applications services and relationship with third party applications service providers shall be subject to and governed by a separate agreement between You and such provider of third party services. We will no longer be accountable and liable for any disclosure, amendment or deletion of Your data, as a result of such access by third-party applications, thereupon. We shall not sell Your data to any third-party applications.

6.2 Discontinuation of a Third Party Service

We reserve the right to discontinue the use or suspend the availability of any third party service for any reason whatsoever without any prior notice except integration with Salesforce.

7.1 Purpose Limitation

Neither party will use or disclose the other party’s confidential information without the other party’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose confidential information will give the other party a notice as much as is reasonably practicable, prior to disclosing the confidential information.

7.2 Restriction on Use and Disclosure

Neither Party shall disclose the other Party’s confidential information to any person or entity other than its officers, employees, consultants, contractors who need access to such confidential information in order to effect the intent of the Agreement and who entered into written confidentiality agreements with it at least as restrictive as contained herein.

7.3 Compliance with applicable laws

You will have, maintain and abide by an appropriate privacy policy that clearly dictates all Your rights to Your personal information, satisfies the requirements of applicable data protection law and will comply with all applicable laws, policies, and regulations. You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.

Please read Our Privacy Policy for information regarding how We collect, use, and disclose Your personal information and the privacy rights available to You when You use and interact with the Service and We agree to abide by them.

And You agree that We may use and share Your content in accordance with Our Privacy policy and applicable data protection laws.

• You have obtained and maintained all rights, licenses, permissions, authority and/or power and valid consents required to lawfully transfer data to Us and to enable such data to be lawfully processed by Us for the purposes of providing the Services or as otherwise directed by You; (iii) the data you submit, Your use of such Data and Our use of such Data provided by You as set forth in these Terms do not and shall not infringe or violate any IP claims, data protection or any other rights of third parties; (iv) If You collect any personal information pertaining to a minor and store such information within Your VitoSurveys Account, You shall and/or have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives; (v) the credit card information You provide is accurate, up-to-date and correct if You have elected to pay the fees by credit card and You will promptly notify Us of any changes to such information.

11.1 Termination

You may terminate Your Account on mutual consent by giving Us 30 days’ prior notice in writing at any time You wish to stop availing the Services or when You cease using Our Services. However, You shall not be entitled for a refund if You terminate Your Account in the middle of a subscription period for any reason, whatsoever.

18.1 Indemnification by Us

Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Service(s) You subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Us; or (iii) the combination, operation or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.

The above section states Our sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service(s) by You.

18.2 Indemnification by You

To the extent permitted by applicable law, You agree to indemnify, defend and hold harmless Kameleon Solutions and Our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs made by any third-party ) arising out of any breach of this Terms of Service or the documents that is incorporated by reference, or Your violation of any law or the rights of a third-party including infringement and misappropriation of IP Claim.

29.1 Jurisdiction

Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in Belgrade, Serbia

29.2 Governing law

The terms of this Agreement shall be governed by the laws of the Republic of Serbia. In the event of any conflicts between foreign law, rules, and regulations, the governing law shall prevail. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

29.3 Language

The Parties confirm that it is their wish that this Agreement as well as other documents relating to this Agreement, including notices, be drawn up in English only.