Governing Services Agreement

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LAST UPDATED: December 27, 2025

“Agreement” means this Governing Services Agreement together with any and all Order Form(s) and other mutually executed documents and any other additional terms and conditions that are (a) included or incorporated via hyperlink or reference (including the SurveyMonkey Data Processing Agreement) and (b) SurveyMonkey Service Specific Terms (“SSTs”). The Governing Services Agreement may also be referred to as “Governing Services Agreement” or “GSA.”

“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with an entity.  “Control” for purposes of the preceding sentence means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.     

“Customer” or “you” means the customer accepting this Agreement and identified on the cover page of this Agreement.

“Customer Data” means all data (including Personal Data) that is provided to SurveyMonkey by, or on behalf of, Customer through Customer’s use of the Services, and any data that third parties submit to Customer through the Services.

“Data Processing Agreement” or “DPA” means - Data Processing Agreement referred to in Section 7 and which is incorporated by reference into this Agreement, and which governs all processing of Personal Data in connection with the Services.

“Data Protection Legislation” means (i) the GDPR and all other applicable EU, EEA or European single market Member State laws or regulations or any update, amendment or replacement of same that apply to processing of personal data under this Agreement; (ii) all U.S. laws and regulations that apply to processing of personal data under this Agreement including but not limited to CCPA; (iii) all laws and regulations that apply to processing of personal data under this Agreement from time to time in place in the United Kingdom and Canada, and the terms "controller”, “data subject”, "data protection impact assessment", “personal data”, “process”, “processing”, “processor”, "supervisory authority" have the same meanings as in the GDPR and with respect to CCPA (as defined above). 

“End Users” means Customer’s employees, agents, independent contractors, and other individuals authorized by Customer to access and use the Services.

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trademark, trade secrets, domain names and other similar rights, whether registered or unregistered.

“SurveyMonkey” means the SurveyMonkey entity defined in Section 14 (SurveyMonkey Contracting Entity).

“Order Form” means an order form, sales order, sales quote, or similar document referencing and made under this Agreement and signed by the parties.

“Personal Data” has the meaning set forth in the DPA.

“Services” means the products and services offered by SurveyMonkey and ordered by Customer on an Order Form.

“SSTs” means service-specific terms that apply to specific Services located at /mp/legal/which-terms-apply/ and that are incorporated into and form a part of this Agreement.

2.1 Provision of Services. SurveyMonkey will provide the Services to Customer in accordance with this Agreement, as may be amended from time to time.

2.2 Order Forms. The parties may enter into Order Forms under this Agreement to purchase Services.  Customer’s Affiliates may enter into Order Forms under this Agreement.  Any such Order Form may be signed by SurveyMonkey or a SurveyMonkey Affiliate pursuant to the requirements under Section 14.  Any reference in the Agreement to “Customer” will refer to the Customer entity signing the Order Form and any reference in the Agreement to “SurveyMonkey” will refer to the SurveyMonkey contracting entity signing the Order Form.  Each Order Form will incorporate the terms and conditions of this Agreement and will be a separate contract between the entities entering into the Order Form. . In the event that Customer enters into this Agreement on behalf of its Affiliates also, it shall ensure that (i)
it has full and binding legal authority to do so on their behalf respectively and (ii) it is responsible and liable for all acts or omissions of such Affiliates and their use of the Services; and (iii) each relevant Affiliate shall be individually listed on the Order Form with the Customer.

2.3 Third-Party Services. If Customer integrates the Services with any non-SurveyMonkey-provided third-party service (such as a third party’s service that uses an application programming interface (API)), Customer acknowledges that such third-party service might access or use Customer Data and Customer permits the third-party service provider to access Customer Data as required for the interoperation of that third-party service with the Services.  Customer is solely responsible for the use of such third-party services and any data loss or other losses it may suffer as a result of using any such services.

3.1 License and Term.

(a) License. Where Services are sold to Customer as a subscription, SurveyMonkey grants Customer a non-exclusive, non-transferable worldwide right to access and use the Services during the subscription term, subject to the terms of this Agreement.

(b) Subscription Term. The term of each subscription is specified on the Order Form - (“Subscription Term”). Subscriptions will automatically renew at the end of each Subscription Term for additional periods equal to one year, unless either party gives the other written notice of non-renewal at least 90 days before the end of the then-current subscription term.

(c) Subscription Units Added Mid-subscription Term. An Order Form may be used to add more subscription units (e.g. seats, responses, programs, websites, apps, or packages) to a subscription during a subscription term.  The per unit pricing for those additional subscription units will be at the then-current pricing.  Any such additional subscription units will renew or terminate on the same date as the underlying subscription.  Subscription units relating to a Service cannot be decreased during a subscription term for that Service.

4.1 Changes to Services. SurveyMonkey continually changes and improves the Services. SurveyMonkey will provide Customer with prior written notice if SurveyMonkey makes a change to the Service(s) resulting in a material decrease in core functionality used by SurveyMonkey's general customer base. In such event, the parties agree to work together to minimize the impact of such change to Customer.

5.1 Fees. Customer will pay to SurveyMonkey all applicable fees for the Services specified in each Order Form. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable, and fees paid are not refundable.

5.2 Invoicing and Payment Terms. Payment terms shall be specified in each Order Form. An invoice will be issued upon execution of the Order Form. Multi-year orders and renewals will be invoiced on an annual basis. Renewal fee uplifts will be noted on your initial Order Form (or, absent such specification, will be at the standard rate of 7%), and will take effect upon each additional term.

5.3 Taxes. All amounts payable by Customer under this Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, and use  taxes, but excluding withholding taxes and taxes based on SurveyMonkey's income, property, or employees) (“Taxes”) that may arise in connection with Customer’s purchases under this Agreement.  If any such Taxes arise, Customer will pay such Taxes in addition to all other amounts payable under this Agreement, unless Customer provides SurveyMonkey with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no tax should be charged. If Customer is required by law to withhold any Taxes from its payments to SurveyMonkey for a SurveyMonkey tax liability, Customer must provide SurveyMonkey with an official tax receipt or other appropriate documentation to support such payments.  If there is a SurveyMonkey tax liability or a related SurveyMonkey tax penalty that is supported through an official tax receipt or other appropriate documentation provided by Customer to SurveyMonkey, then SurveyMonkey may gross-up Customer’s invoice amount by the amount of the SurveyMonkey tax liability or related tax penalty.

5.4 Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Order Form. Fee payments by Customer must be received by SurveyMonkey in the same currency as such fees were billed.

5.5 Overdue Fees. SurveyMonkey may charge Customer interest on overdue fees (excluding amounts disputed reasonably and in good faith) at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the overdue amount.  If any good faith, undisputed amount owed by Customer is overdue by thirty (30) days or more, SurveyMonkey may limit functionality or suspend provision of Services to Customer until such amounts are paid in full.

5.6 Overage Fees.  During the Subscription Term, SurveyMonkey may charge for
overage fees for use of or access to the Services when your use and/or access exceeds the amount of access or use entitlement units purchased with your subscription or licence. For any usage-based subscription or licence you purchase (e.g. seats, responses, programs, websites, apps, or packages), you will be invoiced for any usage over the purchased entitlement units (“Overage”). Overage
fees are billed in arrears at the per unit fee indicated in the subscription or license on a pro rata basis until the end of the Subscription Term in effect at the time such Overage is incurred. Overage fees are due and payable immediately upon invoice, and you will be charged the payment method associated with your account automatically at time of invoice. Late payments for Overages, including due
to an invalid payment method being on file or for any other reason, may result in interest charges in accordance with Section 5.5.

6.1 Customer Responsibilities.

(a) Account Security.  Customer is responsible for maintaining the confidentiality of its own passwords and any other credentials used by it and its End Users to access the Services.  Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and will promptly terminate any unauthorized use of which it becomes aware. Customer will notify SurveyMonkey promptly if Customer becomes aware of any unauthorized access to its accounts. Customer will ensure that all information provided by Customer upon entering this Agreement, including contact details and payment information, shall remain up-to-date, accurate and complete

(b) End User Activities. Customer is responsible for ensuring that its End Users comply with this Agreement. Customer is responsible for the acts of its End Users and any activity occurring in its End User accounts (other than the activity that SurveyMonkey is directly responsible for which is not performed in accordance with Customer’s instructions and shall notify SurveyMonkey in writing of any changes to such information.

(c) One Individual per Account.  End User accounts and passwords may not be shared and may only be used by one individual per account.

6.2 Acceptable Uses by Customer. Customer (and on behalf of its End Users) agrees to comply with the Acceptable Uses Policy located at /mp/legal/acceptable-uses-policy/

6.3 Third Party Requests. The parties may from time to time receive a request from a third party for records related to Customer’s use of the Services, including information in a Customer End User account or identifying information about a Customer End User, excluding Data Subject access requests as provided for under the GDPR (“Third Party Request”).  Third Party Requests include search warrants, subpoenas, and other forms of legal process.

Customer is responsible for responding to Third Party Requests via its own access to the information, and will only contact SurveyMonkey if Customer is unable to obtain such information after diligent efforts. If SurveyMonkey receives a valid Third Party Request then, to the extent permitted by law, SurveyMonkey:

(a) may inform the third party issuing such request that it should pursue the request directly with Customer; and

(b) will: (i) promptly notify Customer of the Third Party Request; (ii) cooperate, at Customer’s expense, with Customer’s reasonable requests regarding Customer’s efforts to oppose a Third Party Request; and (iii) after providing Customer with an opportunity to respond to or oppose the Third Party Request, SurveyMonkey may fulfill that request if SurveyMonkey determines that it is required or permitted by law to do so.

6.4 Embargoes. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services.  The Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services.  Customer will ensure that: (a) its End Users do not use the Services in violation of any export restriction or embargo by the United States; and (b) it does not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.

6.5 Suspension of Services. SurveyMonkey may limit or suspend the Services to perform scheduled maintenance or to stop an actual or suspected a violation of Section 6.2 (Acceptable Uses by Customer), to prevent material harm to SurveyMonkey or its customers or as required by applicable law.  SurveyMonkey will use reasonable endeavors to give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it or address the issue that has prompted SurveyMonkey to take such action.  There may be some situations, such as security emergencies, where it is not practicable for SurveyMonkey to give such advance notice.  SurveyMonkey will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.

7.1 Security. SurveyMonkey has, considering the state of the art, cost of implementation, the nature, scope, context and purposes of the Services, and the level of risk, implemented appropriate technical and organizational measures to enable a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to Customer Data. At reasonable intervals, SurveyMonkey tests and evaluates the effectiveness of these technical and organizational measures for enabling the security of the processing.

7.2 Data Protection. Where SurveyMonkey is processing Personal Data for Customer, SurveyMonkey will process such Personal Data in accordance with the terms of the Agreement and the SurveyMonkey Data Processing Agreement (“DPA”), located at /mp/legal/data processing-agreement/, and incorporated herein by reference.

8.1 Customer IP. As between the parties, the Customer retains ownership of all Intellectual Property Rights in the Customer Data. This Agreement does not grant SurveyMonkey any licenses or rights to the Customer Data except for the following:

(a) Customer grants SurveyMonkey and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute Customer Data only for the limited purposes of providing the Services to Customer and improving the services, in each case subject to the terms of the DPA.

(b) If Customer provides SurveyMonkey with feedback about the services, SurveyMonkey may use that feedback and incorporate it into its products and services without any obligation or compensation to Customer.

8.2 SurveyMonkey IP.  As between the parties, SurveyMonkey retains ownership of the Services and all related Intellectual Property Rights.  No licenses or rights are granted to Customer by SurveyMonkey other than as expressly provided for in this Agreement.  This Agreement does not grant the Customer any right to use SurveyMonkey's trademarks or other brand elements except as may be otherwise agreed in writing between the parties. Customer shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (v) utilize any equipment, device, software, or other means designed to circumvent or remove any security or protection measures intended to restrict access to any portion of the Services; (vi) permit any third-party to access or use the Service except as envisioned by the Service in its normal operation or as specified herein and (viii) use any robot, spider, scraper or other automated means to access the Service in an unauthorized manner, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service.

8.3 Publicity.  SurveyMonkey may identify Customer by name and logo as a SurveyMonkey customer on SurveyMonkey's website and on other promotional materials.  Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.

9.1 Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances.  Customer’s Confidential Information includes Customer Data.  SurveyMonkey's Confidential Information includes the terms of this Agreement and any security information about the Services.  Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.

9.2 Confidentiality. The Recipient will: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts; (b) use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement; and (c) not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section.  The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.

9.3 Return or Destruction of Confidential Information.  Upon the termination or expiration of the Agreement and all Order Forms under the Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices.  Despite the termination or expiration of this Agreement, Recipient’s confidentiality obligations with respect to the Confidential Information will survive for two (2) years after the date such Confidential Information was disclosed to Recipient (except with respect to any trade secrets identified by Discloser as such at the time of disclosure, where such confidentiality obligations will continue for as long as the information remains a trade secret).

10.1 Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws and regulations applicable to its provision or use of the Services.  SurveyMonkey further represents and warrants that the Services shall conform to, and perform in accordance with, any applicable specifications, and shall otherwise be free from any material defects. SurveyMonkey shall provide the Services in a good and workmanlike manner, in accordance with industry standards, and with that standard of care, skill, and diligence normally provided by similar professionals in the performance of similar services.

10.2 Disclaimers. SURVEYMONKEY MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SURVEYMONKEY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

11.1 By SurveyMonkey. If (a) third party claims the Services SurveyMonkey provides to you infringe or misappropriate that party's Intellectual Property Rights, SurveyMonkey will indemnify and defend you against that claim at its expense and pay all costs, damages and attorney's fees that a court finally awards or that are included in a settlement approved by SurveyMonkey.  However, in no event will SurveyMonkey have any obligation or liability arising from: (a) use of any Services in a modified form or in combination with software, technologies, products, or devices not provided by SurveyMonkey or intended as part of the use of the Services; or (b) any content or data provided by Customer, End Users, or third parties; or (c) Services for which there is no fee or charge.

11.2 By Customer. If a third party claims that Customer Data infringes or misappropriates that third party’s Intellectual Property Rights or (b) if Customer’s use of the Services violates the SurveyMonkey Acceptable Use Policy, Customer will defend SurveyMonkey against and all losses, damages, liabilities, penalties, fines, costs, expenses, any such claim or investigation at Customer’s expense and pay all costs, damages and attorney's fees that a court finally awards or that are included in a settlement approved by Customer.

11.3 Potential Infringement.  If SurveyMonkey believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then SurveyMonkey may: (a) obtain the right for Customer, at SurveyMonkey's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.  If SurveyMonkey does not believe that the foregoing options are commercially reasonable, then SurveyMonkey may suspend or terminate Customer’s use of the impacted Services and provide a pro rata refund of any fees prepaid by Customer applicable to the period following the termination of such Services.

11.4 Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim.  The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.  The provisions of this Section 11 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims.  Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

12.1 Consequential Damages Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT  WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF OR DAMAGE TO: (i) DATA, (ii) BUSINESS, (iii) REVENUES, OR (iv) PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Liability Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,  EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SURVEYMONKEY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“GENERAL CAP”).   NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL  AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (“SECURITY AND PRIVACY”) AND SECTION 9 ("CONFIDENTIALITY") ABOVE SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“ENHANCED CAP”). 

12.3 Excluded Claims. SECTIONS 12.1   AND 12.2 SHALL NOT APPLY TO CLAIMS RELATED TO: (A)  A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) FRAUD OR WILFUL MISCONDUCT, (C) DEATH OR PERSONAL INJURY, OR (D) CUSTOMER’S OBLIGATION TO PAY ANY UNDISPUTED FEES OR INVOICES.

13.1 Term of Agreement.  The term of this Agreement starts on the Effective Date and shall remain in effect until either party terminates upon 30 days’ written notice to the other party.

13.2 Termination for Cause.  A party may terminate this Agreement (including all related Order Forms):

(a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period;

(b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors.

(c) immediately if required by applicable law.

13.3 Consequences of Termination of Agreement. If this Agreement terminates, any Order Forms in effect will remain in effect in accordance with their terms (including the terms of this Agreement that are incorporated by reference), but no new Order Forms may be entered into under this Agreement.

13.4 Consequences of Termination of Order Form.

(a) If an Order Form is terminated by Customer due to SurveyMonkey's material breach, SurveyMonkey will provide Customer with a pro rata refund of any fees prepaid by Customer applicable to the period following the effective date of termination of that Order Form.

(b) If an Order Form is terminated by SurveyMonkey due to Customer’s material breach, Customer will remain liable to pay the full subscription fee outstanding on the effective date of termination of that Order Form.  SurveyMonkey will invoice, and Customer will pay, any accrued but unbilled fees and any unpaid fees covering the remainder of the term of that Order Form had it not been terminated.

(c) If an Order Form is terminated for convenience by Customer, Customer will remain liable to pay the full subscription fee outstanding on the effective date of termination of that Order Form.  SurveyMonkey will invoice, and Customer will pay, any unbilled fees and any unpaid fees covering the remainder of the term of that Order Form had it not been terminated.

13.5 Survival. The following Sections will survive any expiration or termination of this Agreement: 5 and 9 to 15.

14.1 SurveyMonkey Contracting Entity Table. In the table below, “Customer Location” refers to where Customer is located (as determined by Customer’s business address on the Order Form, if specified) and determines which table row applies to Customer:

(a) Contracting Entity. References to “SurveyMonkey” are references to the applicable Contracting Entity specified in SurveyMonkey Contracting Entity Table. The Services are provided by that contracting entity.

(b) Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without giving effect to any of its conflicts of laws rules or principles.  The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation, or enforcement.  Each party hereby consents and submits to the exclusive jurisdiction of such courts.

15.1 Assignment. This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party; provided, however, that the sale of substantially all of the assets of a party (or any of its subsidiaries) or its acquisition by or merger into another company, shall not be deemed an assignment of this Agreement by such party.  This Agreement shall benefit and be binding upon the successors and assigns of the parties hereto.

15.2 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.

15.3 Entire Agreement.  This Agreement (including any documents incorporated herein by reference to a URL or otherwise, and any Order Form or other agreement(s) executed between the parties in connection to this Agreement) constitutes the entire agreement between Customer and SurveyMonkey and it supersedes any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning its subject matter.  Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal do not apply to the Services, do not override or form a part of this Agreement, and are void.

15.4 Force Majeure. Neither SurveyMonkey nor Customer will be liable for any delay, inadequate performance or failure to perform any obligations under this Agreement to the extent caused by a condition (including, but not limited to, natural disaster, act of war or terrorism, earthquake, pandemic or health crisis, changes in applicable law riot, governmental order, action or inaction, denial of service attack or utility or internet service provider failure, delay or disturbance) that was beyond the party’s reasonable control. Notwithstanding this Section 15.4, the Customer shall not be alleviated from its responsibility to make payment to SurveyMonkey.

15.5 Independent Contractors. The relationship between SurveyMonkey and Customer is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.

15.6 No Waiver. A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

15.7 Notices.

(a) Providing Notice. All notices must be in writing and will be deemed given when: (i) personally delivered, (ii) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (iii) received, if sent by postal mail without verification of receipt, or (iv) verified by automated receipt or electronic logs if sent by email.

(b) Notices to SurveyMonkey. Notices to SurveyMonkey must be sent to SurveyMonkey Inc., 910 Park Pl, Suite 300, San Mateo, CA 94403, USA, marked to the attention of the Legal Department, with a copy to legalnotices@surveymonkey.com. Email is insufficient for providing non-routine legal notices (including indemnification claims, breach notices, and termination notices) (“Non-Routine Legal Notices”) to SurveyMonkey. Customer may grant approvals, permission, extensions, and consents by email.

(c) Notices to Customer.  Notices to Customer may be sent to the email address associated with Customer’s designated primary administrator for the relevant Service (“Primary Admin”).  Billing-related notices (including notices of overdue payments) may be sent to the relevant billing contact designated by Customer.  If Customer has provided contact details for legal notices on the cover page of this Agreement, any Non-Routine Legal Notices will be provided to such contact instead, with a copy to the email address associated with Customer’s Primary Admin.

(d) Keep Contact Details Current. Customer and its End Users must keep the contact details associated with their user accounts and billing contacts current and accurate and notify SurveyMonkey in writing of any changes to such details.

15.8 Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the applicable SSTs.  Any terms set forth under a “Special Terms” heading in any of the foregoing documents will take precedence over any other terms to the contrary in that document.

15.9 Severability. If any provision of this Agreement 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.

15.10 Third-Party Beneficiaries.  There are no third-party beneficiaries to this Agreement.  Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

15.11 Language. This Agreement was prepared and written in English.  Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding.

16.1 U.S. Government Terms.

(a) Federal Government Agencies. If Customer is a United States Federal Government Agency, the Amendment located at /mp/legal/terms-of-use-federal-government/ applies to Customer, except that references to the “Agreement” in that Amendment are to be read as references to this Agreement, and references to “Content” will refer to Customer Data.

(b) Other U.S. Governmental Entities. If Customer is a different type of governmental entity in the United States, the Amendment located at /mp/legal/terms-of-use-state-government/ applies to Customer, except that references to the “TOU” and “Terms” in that Amendment are to be read as references to this Agreement.