


These Professional Services Terms and Conditions (“PS Terms”) apply to the person or organization (“Customer” or “you”) purchasing professional services from SurveySparrow Inc (“SurveySparrow” or “us” or “we”) pursuant to a mutually agreed to statement of work or similar document between the parties (“SOW”). These PS Terms are incorporated in and made a part of all SOWs. Each of Customer and SurveySparrow may be referred to herein individually as a “Party” and collectively as the “Parties”. SurveySparrow shall not be obligated to perform any professional services until both Parties have mutually agreed upon and executed a SOW or such relevant document with respect to such professional services.
You may request that SurveySparrow provide certain configuration, implementation or other related services pursuant to SurveySparrow’s software-as-a-service offerings as more fully described in the applicable SOW. Any Professional Services not expressly described in the SOW are deemed out of scope and subject to a separate scoping exercise and mutually agreed to statement of work between the Parties, including additional charges as set forth therein.
During the term of SOW, and for twelve (12) months after its expiry or termination, Customer will not solicit or seek to induce to leave the employment of SurveySparrow any person who was, during the performance of the Services, an employee of SurveySparrow, and who worked with, or under the supervision of, Customer at any time during that period.
SurveySparrow shall not be liable to Customer for any delay in or failure to perform the Services as a result of a Force Majeure Event. “Force Majeure Event ” means any event affecting the performance by SurveySparrow of its obligations arising from any act, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the above) government regulations, fire, flood or any disaster or an industrial dispute affecting a third party.
These PS Terms shall be governed by and construed in accordance with the laws of the State of California, U.S.A. and the courts of California shall have exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with this agreement.