EngageRocket Terms of Service

Last Updated: February 2017

Thank you for taking the time to read our Terms of Service. We try to keep things simple, but it’s important that you understand your rights and responsibilities.

1        Scope

1.1       These Service Terms shall apply to EngageRocket Pte. Ltd. (hereinafter ”EngageRocket”) provision of employee feedback and analytics services to customers (hereinafter the ”Customer”) unless otherwise agreed in writing. EngageRocket and the Customer shall also each be referred to as a “Party” and jointly the “Parties”. The services shall be provided under a subscription structure pursuant to these Service Terms.

1.2       These Service Terms and our Privacy Policy form a contract between you and EngageRocket. This Agreement governs your subscription to, and use of, EngageRocket’s website and/or other related applications or services.

1.3       As the Customer, you agree to this Agreement by signing a document that references this Terms of Service, or by giving consent upon registration of an account with EngageRocket. If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and such individual represent that to be the case.

2        Contact with Customer

2.1       The Customer shall appoint an individual (s) to be in charge of the contact with EngageRocket. Such individual (s) shall handle all practical arrangements for which the Customer is responsible during the subscription term. If otherwise explicitly stated, the appointed individual will be the one who first registered an account on behalf of the Customer.

3        Subscription term and fees

3.1       The Customer subscribes to the services provided by EngageRocket for a minimum initial period of 12 months (or 24, 36 months) and at the same time acknowledges that the subscription has an initial pre-payment feature for one full year of service to be paid prior to the commencement of the 12 months (or 24, 36 months) period.

3.2       No part of the payment for the initial 12 months (or 24, 36 months) will be refundable in the event of the Customer’s cancellation during the 12 months period (or 24, 36 months) unless clearly stated in an addendum. At the end of the 12 months period (or 24, 36 months), the subscription will be automatically extended for a renewed 12 months subscription unless cancelled by the Customer in writing a minimum of 30 days before the subscription end date.

3.3       The payment will automatically be invoiced with the Customer charged for any additional licenses deployed. Upon expiry of the initial period of 12 months (or 24, 36 months) EngageRocket is, at any time and at EngageRocket’s discretion, entitled to amend the subscription rates without prior consent from the Customer. EngageRocket Pte. Ltd. shall provide the Customer with a 2 weeks’ notice before implementing such adjustment. 

4        Terms of payment

4.1       EngageRocket shall be entitled to charge interest from the Customer if payment to EngageRocket Pte. Ltd. is past due. The rate of the interest is 14% per annum. The interest shall accrue from the due date until the actual date of the payment. 

4.2       In the event that Customer is delinquent in payment of any invoice beyond 30 days, EngageRocket Pte Ltd may, at its option, withhold deliverables or suspend any and all services until the account is made current.

5        Exchange of information, privacy and confidentiality

5.1       In the course of using the Services, the Customer may transfer Customer Data containing personal data. EngageRocket respects the privacy of all personal data contained in Customer Data and agree to handle that personal data as set out in our Privacy Policy. By uploading any information, the Customer agrees and consent to the transfer, processing, and storage of Customer Data in accordance with this Agreement, including our Privacy Policy.

5.2       Information relating to the Parties that is exchanged between EngageRocket and the Customer in connection with the services provided shall be confidential information. Each Party shall keep secret such confidential information and shall exercise the same degree of diligence as exercised in relation to its own confidential information. Neither Party may disclose or in any other way make confidential information available to any third party without the written consent of the other Party.

5.3       EngageRocket shall be entitled to file material on the services in question for the internal purpose of continued development of EngageRocket products and shall be entitled to use the Customer’s name as reference for the purposes of marketing, submission of offers, etc. 

6        Survey respondent confidentiality

6.1       In this Agreement, Confidentiality Notice means the notice given to survey respondents at the time of answering a survey conducted by you, including the degree of confidentiality and anonymity that a survey respondent will have when answering survey questions.

6.2       To provide the Services, the Customer acknowledges and agrees that by conducting any survey using the Services: (a) right to possess Customer Data is subject to the terms of any relevant Confidentiality Notice provided to respondents on EngageRocket; and (b) EngageRocket’s ability to show or transfer the Customer Data to the Customer is subject to the terms of EngageRocket’s privacy policy.

7        Rights in product and material

7.1       All copyright and any other intellectual property rights, including any EngageRocket standard questions, Action Centre’s content, employee engagement analysis software downloaded by and installed with the Customer, in the product developed in connection with the services provided shall be accorded to EngageRocket. The Customer shall be granted only a right of use.

7.2       The Customer may conclude a separate agreement with EngageRocket on extension of the permission to use the material received in return for payment of an additional charge, including the possibility to reproduce the material and use the material for marketing purposes. In case of such use, the Customer shall ensure that the fact that the material has been prepared by EngageRocket is clearly stated.

7.3       If the Customer does not conclude a separate agreement with EngageRocket as specified in paragraph above, the Customer may use the material prepared by EngageRocket for internal purposes only and may not disclose, change or copy the material, upload it on the Customer’s website or social media or in any other way reproduce such material.

8        Postponement/cancellation by the Customer

8.1       In the event that the Customer cancels or postpones the subscription prior to the commencement date scheduled the full 12 month subscription fee will be due per terms stated under “Subscription term and fees”.

9        Warranty and downtime

9.1       EngageRocket provides no warranties whatsoever in relation to and shall not be liable for any software applied and installed with the Customer.

9.2       The Customer’s use of the service is at the Customer’s sole risk. The services are provided on an "AS IS" and "AS AVAILABLE" basis. The service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. 

9.3       EngageRocket, its subsidiaries, affiliates, and its licensors do not warrant that a) the services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the services are free of viruses or other harmful components; or d) the results of using the services will meet your requirements.

9.4       Notwithstanding the above, the Customer is entitled to claim compensation from EngageRocket if the services provided are unavailable (downtime), for reasons attributable to EngageRocket for more than 1% of the time of a calendar month. The compensation shall be calculated as 10% of the monthly fee payable according to “Subscription term and fees” for each 1% downtime unavailability. The compensation can, however, not exceed the monthly fee for that period.  The compensation, if claimed and awarded, will be set-off against future service invoices and will not be paid in cash.

10     Breach

10.1    In the event of a Party’s breach of the subscription or these Business Terms, the general rules of Singapore law shall apply. 

10.2    Any claim for damages as a result of breach by EngageRocket shall in no event exceed an amount corresponding to the fee agreed to be paid by the Customer for the initial 12 months’ subscription. EngageRocket shall not be liable for the Customer’s operating loss, loss of profits or any other indirect loss. It is specifically stated that EngageRocket shall not be liable for any late delivery or erroneous analysis or report etc. due to facts attributable to the Customer and/or its employees.

10.3    In the event that the breach by a Party is due to factors beyond the control of such Party (force majeure), the Party shall not be liable for such breach.

11     Governing law

11.1    Any dispute between EngageRocket and the Customer arising out of or in connection with the subscription or these Business Terms shall be subject to Singapore law.

11.2    This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Republic of Singapore, without regard to the principles of conflicts of law and, unless otherwise elected by EngageRocket in a particular instance, the Customer hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within the Republic of Singapore for the purpose of resolving any dispute relating to the Customer’s access to or use of the Service. The Customer 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 Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.