Platform Terms of Service

Please read these Platform Terms of Service (“Terms”) carefully. By accessing or using the Platform (defined below) or signing up for an account, you agree that you have reviewed and understood, and, as a condition of your access to or use of the Platform, you agree to be bound by these Terms, which are a legal agreement between you and OAD, LLC and our affiliated entities (collectively, “OAD”, “we”, “us”, or “our”). 

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND OAD AGREE THAT ALL DISPUTES RELATING TO THESE TERMS OR YOUR USE OF OUR PRODUCT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

OAD offers an online platform that allows you to send personality assessments, to survey and manage your end users, employees and survey subjects (your “survey subjects”), and to create personality assessment reports based on the results of the assessments (your “assessment reports”), and among other things. Our platform is operated by the OAD group of companies and is offered through our website, OAD.ai, and any other websites or mobile application owned, operated, or controlled by us (the “OAD Site,” and together with the insights, analytics, and other features we make available through our products and services, is collectively referred to as the “Platform” or “Product”). Any new features or tools added to the current offering will be deemed part of the Platform and subject to these Terms.

OAD has employees, affiliates, officers, directors, independent contractors, vendors, agents, and representatives (our “Team”). As a Client of OAD or a representative of an entity that’s a client of OAD, we refer to you as a OAD “Client” (or “you”). A “Contact” is any person you, as a Client, may contact through our Platform or anyone on your distribution list about whom you have given us information or anyone who has otherwise interacted with you via the Platform. For example, if you are a Client, an Affiliate Partner, or a user of your account, or survey subjects of your account would be considered a Contact.

“Content” means your account and users information, your Survey Subjects’ personal data, contact information, assessment data, assessment results, trademarks, copyright content, any products or services we sell or share through the Platform, and any software (including machine images), data, text, audio, video or images, coaching offerings, and personal data uploaded, collected, posted, stored, displayed, distributed, or transmitted on or in connection with your account.  

These Terms, along with our Acceptable Use Policy, Privacy Policy, and the OAD Data Protection Addendum (including the Standard Contractual Clauses (“SCCs”)), and all other policies found in our Legal and Policy Center (collectively, the “OAD Policies”), define the terms and conditions under which you’re allowed to use the Platform. Our Privacy Policy and Cookie Statement describe how we’ll treat your account and the data we collect and process about you, your Survey Subjects, and your Contacts while you’re a OAD Affiliate Partner. If you don’t agree to the OAD Policies, you must immediately discontinue using the Platform.

Additional terms and restrictions available on our OAD Site at https://OAD.ai/policies (“Additional Terms”) apply to some specific features of the Platform, including some that are offered as add-ons to your OAD account (“Add-ons”). Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Clients agree to the applicable Additional Terms when they add the corresponding Add-on or use the corresponding feature. The account of some Clients may have access to unique features of the Platform based on their historical usage or status that may not be available to all Clients.

OAD may modify or change these Terms at any time. When we change these Terms, we will post the revised Terms here. Any changes will be effective immediately or on the published effective date. Your use of the Platform after any modification or amendment means you agree to the new Terms. If you do not agree to the new Terms, you must stop using the Platform.

If you have any questions about these Terms, please contact us at [email protected].

‍Platform Terms of Service Agreement ‍

Thank you for using OAD’s Platform. Our Clients are the most important aspect of our business, and we appreciate you looking to OAD to further your business.  If you are using the Platform on behalf of an entity or other organization, you agree to these Terms on behalf of that entity or organization, and you represent that you have such authority. “Client”, “you”, and “your” will refer to that entity or organization.

When you subscribe to our Platform, or otherwise use or access the Platform, you agree to be bound by these Terms, all other OAD Policies, and all applicable laws, rules, and regulations.  OAD is not a clinical or medical institution or psychotherapy service provider.  Our Clients, users, entrepreneurs, survey subjects, experts, and partners are not our employees, contractors, or representatives.  We are not responsible for any interactions between you and your Survey Subjects or other Contacts, other than providing the Platform and the assessment reports.  We are in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your Survey Subjects or other Contacts, including their reliance upon any information or Content we provide.

‍1. Your OAD Account

‍1.1. Registering an Account ‍

1. To access and use the Platform, you must subscribe to OAD and register for a OAD account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address (your “Primary Email Address”), and any other information requested. OAD may reject a subscription for an Account, or cancel an existing Account, for any reason, at our sole discretion.
2. You confirm that you are using the Platform or any other services provided by OAD to carry on a business activity and not for personal, household, or family purposes.

‍1.2. Eligibility 

‍To use the Platform or any other OAD product or service and open an Account, you must:

1. Be at least (18) years old (or the applicable age of your jurisdiction) and able to enter into contracts. 
2. If you are not an individual, warrant that you are validly formed and existing under the laws of your jurisdiction of formation, have full power and authority to enter into these Terms, and have duly authorized your agent to bind you to these Terms.
3. Complete the Account registration process.
4. Agree to these Terms and all other terms, conditions, and policies linked in these Terms.
5. Provide true, complete, and up-to-date contact and billing information.
6. You may only use the Platform as permitted by applicable law. You may not use the Platform if you are located in a country embargoed by the United States (such as Cuba, Iran, North Korea, Syria, Russia, the Crimea, Donetsk, or Luhansk regions) or if you are 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. 

By using the Platform, you represent and warrant (make a legal promise) that you meet all of the requirements listed above and will not use the Platform in a way that violates any laws or regulations.

OAD may refuse service to anyone for any reason, close Accounts of any Client, or change eligibility requirements at any time.

‍1.3. Account Management‍

1. Subject to Section 1.3.2, the Client signing up for the Platform by opening an Account will be the contracting party for our Terms, and will be the person who is authorized to use any corresponding Account we may provide to the Client in connection with the Platform.
2. If you are signing up for the Platform on behalf of your employer or other entity, your employer or such other entity will be the Client. You must use your employer-issued email address and represent that you have the authority to bind your employer or such entity to these Terms.
3. You may not share an Account. OAD Sites can only be associated with one Client unless you have received OAD’s prior written consent. 
4. Based on your subscription plan, you can permit employees or independent contractors acting on your behalf and at your direction (each, an “Admin User”) to access or use your Account and/or the Platform, provided their use is for your benefit only and remains in compliance with these Terms. Each Admin User must provide a full legal name and a valid email address. With Admin Users, you can set permissions and let other people work in your Account while determining the level of access by an Admin User to specific business information. You will be responsible and liable for all Admin Users’ access and use of your Account and/or the Platform and their compliance with these Terms. In addition, you, not OAD, will be responsible and liable for all access, activity, and use of your Account and/or the Platform, whether or not you authorized such activity. You are responsible for safeguarding your password and any other credentials used by any Admin User to access your Account. OAD will not be liable for any loss or damage from your failure to maintain the security of your Account and access credentials. For more information, contact our Support. OAD recommends that you use multi-factor authentication (also known as MFA) to keep your Account safe, and may, in its sole discretion, require your usage of MFA to access your Account or specific features. To learn how to set up MFA, contact our Support. If you become aware of any unauthorized access to your Account, you should notify OAD immediately at [email protected]. 
5. You agree that OAD can provide all disclosures and notices, including tax forms, to you by posting such disclosures and notices in your OAD Dashboard or emailing them to the Primary Email Address. You must monitor the Primary Email Address and ensure it can send and receive messages. Any disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your OAD Dashboard or emailed to you. Your email communications with OAD can only be authenticated if they come from your Primary Email Address. You must keep your Primary Email Address and your contact and payment details associated with your Account current and accurate.
6. Technical support regarding the Platform is only provided to OAD Clients. OAD does not provide support for custom code. Please send technical support questions to [email protected]. OAD may assign you a customer success manager (“CSM”). The CSM may review your use of the Platform and your Content to help you to more effectively use the Platform, including by providing reporting and usage insight. OAD will not be responsible for any recommendations made by the CSM or implementing any recommendations made by the CSM, and you must implement any such recommendations.
7. Remember to backup all information in your Account.  You are responsible for maintaining, protecting, and backing up your Content and Customer and Contact information. To the extent permitted by applicable law, OAD will not be liable for any failure to store, or for loss or corruption of, such information.
8. OAD may delete any Content or other data contained in your terminated account for over 12 months. However, we will attempt to warn you during your Account Subscription termination process while your account is still in Active status.

‍1.4. Ownership Disputes 

‍In a dispute regarding Account ownership, OAD reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, without limitation, a scanned copy of your business license, organizational documents, government-issued photo ID, the last four digits of the credit card on file, etc.  OAD retains the right to determine, in our sole judgment, rightful Account ownership and to transfer an Account to the rightful owner. If we cannot reasonably determine the rightful Account owner, we reserve the right to deactivate an Account until the dispute is resolved.

‍2. Fees and Payments‍

2.1. Fees

‍1. You agree to pay OAD all applicable fees for using the Platform per the pricing and payment terms presented to you. Use of the Platform is on an “Annual” subscription basis, and you will be charged the applicable fees quarterly or annually, depending on the subscription payment plan you choose (“Subscription Fees”). We use third-party payment processors to bill you through a payment account linked to your Account. The processing of your payments will be subject to the applicable payment processor’s terms, conditions, and privacy policies. In addition to these Terms, you will also be responsible for all transaction fees relating to using such payment processors (“Transaction Fees”). You may also incur additional fees relating to your purchase or use of any other product or service, such as the Coaching Reports, 360 Reviews or other additional Services (as defined below) (“Additional Fees”). The Subscription Fees, Transaction Fees, and Additional Fees are collectively referred to as the “Fees”.

2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. You will be billed using the billing method you select and authorize through your Account (“Authorized Payment Method”), and OAD will continue to charge the Authorized Payment Method for applicable fees until your Account is terminated and all outstanding Fees have been paid in full.
3. Through our third-party providers, we will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your Account.  When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent).  You authorize us to continue to charge your credit card using the updated information. If you have elected to pay the Fees by credit card, you represent and warrant that the credit card information you provide is correct, and you will promptly notify OAD of any changes to such information. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will OAD credit, refund, or reimburse you for a foreign exchange fee charged by your credit card or any difference in fees due to currency conversion.

‍2.2. Subscriptions

We bill for our Platform on an “Annual” subscription basis (“Subscriptions”), and you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are quarterly or annual, depending on your selected subscription payment plan. We will charge your Authorized Payment Method at purchase confirmation and the start of every new billing cycle. Your Annual Subscription will automatically renew on a year-to-year basis unless you cancel your Account through your online account management page before the end of the Subscription period. While we will never want to lose a customer, you may cancel your Subscription at any time, in which case your Platform access will continue until the end of that Subscription period before terminating. However, you will continue to be liable for all remaining quarterly billings until the end of your Subscription period. Any default payment on your quarterly billing(s) prior to the end of your Subscription period will results in access denial to our Platform. You can view your renewal date(s), cancel, or manage Subscriptions through your online account management page.

‍2.3. Promotional Offers

‍We may offer special promotional offers, plans, or memberships anytime. OAD determines offer eligibility at its sole discretion, and we reserve the right to revoke an offer and put your account on hold if we decide you are not eligible. We may use information such as payment method, or an account email address used with an existing or recent OAD membership to determine offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the offer or in other communications made available to you.

We may offer a promotional fee or discounted trial period (“Trial Period”) anytime. To activate the Trial Period, you must (i) subscribe to the eligible plan of your choice; and (ii) provide an Authorized Payment Method at enrollment. Upon the expiration of the Trial Period, we will charge your Authorized Payment Method the full price of the applicable plan starting on the day the Trial Period ends unless you have canceled before the expiration of the Trial Period. You will then be charged quarterly or annually, as applicable, at the then-current rate for your selected payment plan until you cancel or change to a different one. Before the expiration of the Trial Period, we will notify you of the upcoming end of your Trial Period by email to your Primary Email Address. If the Authorized Payment Method we have on file for you is declined, you must provide us with a new, valid Authorized Payment Method, or we reserve the right, without further notice, to immediately suspend or cancel your Account and your continued use of the Platform. 

‍2.4. Upgrades or Downgrades

‍Any change (including any upgrade, downgrade, or other modification) to any plan by you in a Trial Period will end the trial immediately.  Upon upgrading, you will immediately be billed for your first term period (i.e., the first annual or quarterly period). Your Authorized Payment Method will automatically be charged the new rate on your next billing cycle for any upgrade or downgrade in plan level. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher-priced plan during that billing cycle. If a plan downgrade causes a credit to your Account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.

‍2.5. Taxes

Our prices listed do not include any taxes, levies, duties, or similar governmental assessments of any nature, such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying all Taxes associated with your purchase and keeping your billing information up to date. If any amount payable by you to OAD is subject to Taxes, OAD may, at its sole discretion, collect from you the full amount of any such Taxes, even if OAD has not previously collected such amounts. Any changes to your Account or Subscription (including any upgrade, downgrade, or other modification) may result in OAD collecting from you applicable Taxes. OAD will notify you if the collection of Taxes results in a price change to your Subscription, as detailed below in Section 2.6 Price Changes. 

1. United States Sales Tax.  If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based on the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority within the time frame required by law. If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate. If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected based on applicable state tax laws.
2. Non-United States Sales Tax.  If applicable, we will charge you VAT, GST, or any other sales, consumption, or use Taxes that arise in connection with your use of the Platform unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate, or other documentary proof issued by an appropriate taxing authority that Tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption, or use Taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate. 

If you are legally required to withhold any Taxes from your payments to OAD, you must provide OAD with an official tax receipt or other appropriate documentation to support such payments.

‍2.6. Price Changes

‍OAD may change the Fees charged to you at any time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Subscriptions will take effect at the start of the next billing cycle following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by canceling your Subscription before the price change goes into effect. Please make sure you read any such notification of price changes carefully.

‍2.7. Refund Policy

All payments are nonrefundable, and there are no refunds or credits for partially used Subscriptions.  Following any cancellation, you will continue to have access to the Platform through the end of your current Subscription period.  We reserve the right to refuse refunds and terminate access to anyone who abuses our Platform.‍

2.8. Delinquencies‍

1. If OAD cannot process payment of any Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If the outstanding Fees are not paid at our initial attempt, OAD may (in its sole discretion) suspend, and/or revoke access to your Account and/or the Platform. Your full access to the Platform will be reactivated upon your payment of all outstanding Fees, plus the Fees applicable to your next billing cycle.
2. OAD may (in its sole discretion) terminate your Account and/or access to the Platform per Section 7 if the outstanding Fees remain unpaid or your payment is under review and/or dispute by our third party payment processer. 
3. You may not be able to access the features of your Account or the Platform during any period of suspension, or after termination, which may impact your ability to access your Content, send Personality Assessments, or create assessment reports from, your Survey Subjects. OAD is in no way liable for any disputes, claims, losses, injuries, or damages of any kind that may arise from any impacts on your relationship with your Survey Subjects as a result of any suspension, or termination of your Account or access to the Platform. You agree to indemnify OAD for any such disputes with your Survey Subjects per Section 10.

‍3. Your Content‍

‍3.1. Responsibility for Your Content‍

1. You may not use the Platform for any illegal or unauthorized purpose (including as outlined in the Acceptable Use Policy), nor may you, in the use of the Platform, violate any laws in your jurisdiction, the laws applicable to you in your Survey Subjects’ jurisdictions, or the laws of the United States or Wisconsin. You will comply with all applicable laws, rules, and regulations (including but not limited to obtaining any required consents from your Survey Subjects and/or Contacts and obtaining and complying with requirements of any license or permit that may be necessary) in your use of the Platform and your performance of the obligations under these Terms. 
2. OAD is not responsible for any actions you take concerning your Content, including sharing it publicly, and we assume no liability for your interactions with your Survey Subjects, Contacts, or other users of your Account or Content. OAD reserves the right but has no obligation to monitor disputes between you and your Survey Subjects and Contacts. OAD is not obligated to monitor or review any Content submitted to the Platform, nor do we pre-screen any Content. 

‍3.2. Limited License to Your Content

You grant OAD a worldwide, royalty-free license to host, use, display, distribute, make publicly available, store, make available, create derivative works from and otherwise exploit your Content. We may use our rights under this license to operate, provide, and improve the Platform, to promote OAD and the Platform, and to otherwise perform our obligations and exercise our rights under these Terms and as otherwise permitted by the Privacy Policy. This license continues even after you stop using our Platform for aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Platform to you. You understand that your Content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices.

‍3.3. OAD’s Right to Use Your Name

‍You grant to OAD a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks, and logos associated with your Account to operate, provide, market, and promote the Platform and to perform our obligations and exercise our rights under these Terms.  Any goodwill arising from the use of your name and logo will inure to your benefit. This license will survive any termination of these Terms solely to the extent that OAD requires the license to exercise any rights or perform any obligations that arise under these Terms.

‍4. Privacy, Security & Confidentiality‍

‍4.1. Your Responsibility to Comply with Data Protection, Security & Privacy Laws

We are firmly committed to protecting the privacy of your and your Survey Subjects’ and Contacts’ personal information. By using the Platform, you acknowledge and agree that our Privacy Policy governs our collection, usage, and disclosure of this personal information.  Further, you agree and warrant that you are solely responsible for complying with all applicable data protection, security, and privacy laws and regulations, including any notice and consent requirements. This includes, without limitation, the collection and processing by you of any personal data, sending marketing or other emails. If applicable law requires, you must provide and make a legally compliant privacy policy and cookie policy available to your Survey Subjects. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through your Account where required. Please see our Cookie Notice for more information about using cookies and similar technologies.

‍4.2. Privacy

‍We know that by giving us your Content, you trust us to treat it securely. Our Privacy Policy details how we treat your Content that is considered Personal Data (as defined in our Data Protection Addendum (the “DPA”)), and we agree to adhere to our Privacy Policy. You agree that OAD may use and share your Content (including your Survey Subjects’ and Contacts’ Personal Data) per our Privacy Policy and applicable data protection laws (this includes sharing such information with our group of OAD companies to provide, develop, and improve the Platform and other OAD products and services that you connect through the Platform or otherwise use per the applicable terms of service, including to provide you with greater insights about your business and to personalize your user experience within the Platform). Our DPA also applies to and supplements these Terms. Where there is a conflict between the DPA and these Terms, the DPA will prevail except for Disclaimer and Limitation of Liability, where these Terms will prevail.

‍4.3. Confidentiality

‍OAD will treat your Content as confidential and only use and disclose it per the Terms (including the Privacy Policy). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through our breach of the Terms); (b) was lawfully known to OAD before receiving it from you; (c) is received by OAD from a third party without our knowledge of a breach of any obligation owed to you; or (d) was independently developed by OAD without reference to your Content. OAD may disclose your Content when required by law or legal process, but only after we, if permitted by law, use commercially reasonable efforts to notify you to allow you to challenge the requirement to disclose.

4.4. Security 

OAD will store and process your Content consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content. OAD cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such Content for improper purposes.

If OAD becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data related to your Account (“Security Incident”), we will take reasonable steps to notify you without undue delay. Such notification shall not be interpreted or construed as an admission of liability or fault by OAD. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems. OAD will also reasonably cooperate with you regarding any investigations relating to a Security Incident by helping prepare any required notices and providing any other information reasonably requested concerning any Security Incident where such information is not already available to you in your account or online through updates provided by OAD.‍

5. OAD’s Intellectual Property‍

‍5.1. OAD’s Trademarks

1. Neither the Terms nor your use of the Platform grants you ownership in the Platform or any content you access through the Platform (other than your Content). You agree that you may not use any trademarks, logos, or other brand elements of OAD, whether registered or unregistered, including but not limited to the word mark OAD and the “OAD” logo (“OAD Trademarks”) unless you are authorized to do so by OAD in writing.  You agree not to use or adopt any marks that may be confusing with OAD’s Trademarks. You agree that any variations or misspellings of the OAD Trademarks would be considered confusing with the OAD Trademarks.  
2. You agree that you will not purchase, register, or use a search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use any OAD Trademark and/or variations and misspellings thereof. 

‍5.2. OAD’s Platform  

‍ We or our licensors own all right, title, and interest in and to the Platform and all related technology and intellectual property rights. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform solely per the Terms. Except as provided in this Section 5.2., you obtain no rights from us, our affiliates, or our licensors to the Platform, including any related intellectual property rights.

‍5.3. Feedback

OAD welcomes all ideas and suggestions regarding improvements or additions to the Platform. All ideas, suggestions, comments, input, feedback, and related materials and any review of the Platform will collectively be referred to as “Feedback”. OAD will have no obligation of confidentiality for any such Feedback. By submitting Feedback to OAD (whether submitted directly to OAD or posted on any OAD-hosted forum or page), you waive any and all rights in the Feedback and agree that OAD is free to use, reproduce, publicly display, distribute, modify, implement, or publicly perform the Feedback if desired, as provided by you or as modified by OAD, without obtaining permission or license from you or any third party. Any Feedback you provide, which OAD may use, is given entirely voluntarily and without any expectation of compensation or credit. 

Any reviews that you submit to OAD must be accurate to the best of your knowledge and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. OAD reserves the right (but not the obligation) to remove or edit your Feedback.

6. Your Responsibilities & Our Rights

‍6.1. General Rules 

By agreeing to these Terms, you promise to follow these rules:

1. You will not send spam, use purchased, rented, or third-party lists of email addresses, and abide by all terms included in our Anti-Spam Policy.
2. You will comply with our Acceptable Use Policy.
3. The Platform is not directed at children under the age of 18, and OAD does not knowingly collect personal information from children. In your use of the Platform, it is your sole responsibility to comply with all applicable laws relating to the privacy rights of children, including the Children’s Online Privacy Protection Rule (COPPA). If you collect any personal information about a minor and store such information within your Account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction where the minor lives.
4. Neither you nor your authorized users or Survey Subjects will use the Platform in any manner or for any purpose other than as expressly permitted by the Terms. Neither you nor any of your authorized users or Survey Subjects will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Platform; (b) reverse engineer, disassemble, or decompile the Platform or apply any other process or procedure to derive the source code of any software included in the Platform (except to the extent applicable law doesn’t allow this restriction); (c) resell or sublicense the Platform, or (d) access or use the Platform (i) in a way intended to avoid incurring fees or exceeding usage limits or quotas (ii) to develop data sets, foundation models, or other large scale models that may compete with OAD or the Platform, (iii) for any illegal or unauthorized purpose (including as set forth in the Acceptable Use Policy); (iv) to violate any laws in your jurisdiction, the laws applicable to you in your Survey Subjects’ jurisdictions, or the laws of the United State or Wisconsin; or (vii) in a way that violates these Terms or any other OAD Policies.
5. You will not misrepresent or embellish the relationship between you and us (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.

‍6.2. Compliance with Laws and Regulations

1. You must always use the Platform in compliance with, and only as permitted by, applicable laws and regulations. You are responsible for determining whether the Platform is suitable for your use given your obligations under any federal, state, and international specific laws, requirements, guidelines, and/or standards (collectively, “Laws”) that apply or may potentially apply to you and your Content and business, including, but not limited to Data Protection Laws (as defined in the Data Processing Addendum), laws regarding accessibility, taxes, and subscriptions and auto-renewals, the Health Insurance Portability and Accountability Act (HIPAA), anti-corruption and anti-bribery laws and regulations, economic sanctions, and export control laws and regulations.
2. You agree, represent, and warrant to OAD that:

(a) You will post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (i) satisfies the requirements of applicable Data Protection Laws; (ii) describes your use of the Platform; and (iii) includes a link to our Privacy Policy.

(b) You will get and maintain all necessary permissions and valid consents required to transfer data to OAD lawfully and to enable such data to be lawfully collected, processed, and shared by OAD to provide the Platform or as otherwise directed by you.

(c) You will comply with all laws and regulations applicable to your Survey Invites sent through the Platform, including those relating to (a) acquiring consents (where required) to send Surveys lawfully; (b) the intent of your Survey Invites; and (c) your Survey invites deployment practices.

(d) You will provide all notices and obtain all necessary consents required by applicable Data Protection Laws to enable OAD to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of Contacts and Survey Subjects in accordance with and as described in our Cookie Notice.

(e) To the extent OAD processes your Content protected by Data Protection Laws as a processor on your behalf (all as defined in the DPA), you and OAD shall be subject to and comply with the OAD DPA, which is incorporated into and forms an integral part of these Terms. The DPA sets out our obligations with respect to data protection and security when processing your Content on your behalf in connection with the Platform. In addition, if you are subject to EU Data Protection Law (as defined in the DPA), you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your Contacts made under EU Data Protection Law, or, alternatively, we may direct any such Contacts to you so that you can respond to the request accordingly.

3. You may not use the Platform to collect, store, or process any protected health information subject to HIPAA, any applicable health privacy regulation, or any other applicable law governing health information processing, use, or disclosure. 
4. Any information provided by OAD in help articles, examples, webinars, or the like are provided for informational purposes only and are provided without any warranty, express or implied, including as to their legal effect and completeness.  OAD cannot provide you with any legal or tax or medical or mental healthcare advice and encourages you to consult with legal and tax counsel, healthcare professionals and other expert consultants of your selection and at your own expense to ensure compliance with all applicable Laws.  You agree that you are solely and exclusively responsible for your Account and mobile applications and the entirety of your Content, including compliance with Laws and following your published policies.

‍6.3. Global Trade Compliance

You agree to comply with all economic sanctions and export control Laws. By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the OAD App, or any software or technology that supports the Platform or your Content violating any such Laws. Specifically, and without limitation, the Platform, the OAD App, or any software or technology that supports the Platform, or your Content may not be exported, transferred, or released (a) into any U.S. embargoed countries (Cuba, Iran, North Korea, Syria and the Crimea, Donetsk, and Luhansk regions, and Russia; or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party lists.

In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be involved with the use of the Platform are not: (a) on any sanctions lists in the countries where the Platform is available; (b) doing business in any of the U.S. embargoed countries; and (c) a military end user as defined in 15 C.F.R § 744.

You will ensure that: (a) your end users do not use the Platform, your Account, or your Content in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Platform, your Account, or your Content to persons or entities on any of the above lists.

‍6.4. Public Forums

OAD’s Facebook Community and other features include public forums, including, without limitation, discussion forums, message boards, blogs, chat rooms, or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any Content you upload, submit, post, transmit, communicate, share, or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy concerning any such submission or posting. Further, you grant to OAD a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use any such Content you post on a public forum to promote, advertise, and market OAD and the Platform in any medium or format whatsoever now existing or hereafter created, without consent from or compensation or credit to you. You are, and shall remain, solely responsible for the Content you upload, submit, post, transmit, communicate, share, or exchange by means of any public forum and for the consequences of submitting or posting the same. You acknowledge and agree that OAD is not responsible for any content posted on public forums by any third parties, including without limitation any content that you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive, or harmful.

‍6.5. Right to Review Your Content, Survey Results & Invites 

‍We may view, copy, and internally distribute Content from your Survey results, and your Account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Platform, among other uses permitted by these Terms or our Privacy Policy. For instance, we use these Tools to find Clients who violate these Terms or applicable Laws and to study data internally to make the Platform smarter and create better experiences for Clients and their Survey Subjects. We may aggregate and anonymize data, including data from the Content of your Survey Results to create statistical information. We own all such aggregated and anonymized data and may use it, including, but not limited to, operating, analyzing, improving, or marketing the Platform and other products and services and sharing such data externally for research, marketing, or other lawful purposes.

‍7. Suspension & Termination of Your Account‍

‍7.1. Term

‍The term of these Terms will commence on the date you complete your Account Registration and continue until terminated by us or by you as provided below.

‍7.2. By You 

You can terminate your Annual Subscription at any time through your Account management page, in which case your Annual Subscription will continue until the end of that Annual Subscription period before terminating. Terminations are confirmed immediately, and you will only be charged again for that Annual Subscription if you purchase a new one.

‍7.3. By OAD 

Without limiting any other remedies available, we may suspend or terminate your Account for any reason, without notice, and at any time (unless required by Law), including if we suspect that you have engaged in fraudulent activity in connection with the use of the Platform or otherwise violated these Terms. We may also terminate your Account if your Account has been inactive for 12 months. Termination of your Account and these Terms will be without prejudice to any rights or obligations that arose before the termination date.

‍7.4. Effects of Termination

Upon termination of your Account by either party for any reason:

1. We will cease providing you access to the Platform and your Account.
2. Unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise.
3. Any outstanding balance owed to OAD for your use of the Platform through the effective date of the termination will immediately become due and payable in full.
4. Your Account will be disabled, and your Survey Subjects will no longer have access to pending Surveys invites, your users will no longer have access to your Content or assessment reports.
5. Once your Account is terminated, you acknowledge and agree that we may permanently delete your Account and all data associated with it, including your Contacts, your Content, and your assessment data.

‍8. Changes and Updates‍

‍8.1. Changes to Terms

You acknowledge and agree that OAD may change these Terms at any time for various reasons, such as to reflect changes in applicable Law or updates to Platform, and to account for new features or functionality. The most current version will always be posted on our website in our Legal and Policy center. If an amendment is material, as determined in OAD’s sole discretion, we may notify you by email to your Primary Email Address and/or posting it to the OAD Site or upon your login to your Account. However, we may make changes that materially adversely affect your use of the Platform or your rights under these Terms at any time and with immediate effect (i) for legal, regulatory, fraud, and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms will be effective immediately upon posting such updated terms at this location. Your continued access to or use of the Platform after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms as amended. If you do not agree to the amended Terms, you must stop accessing and using the Platform.

‍8.2. Changes to Fees 

We may change the Fees for the Platform or any Additional Services from time to time. We will provide you with at least 30 days advance notice before any changes in Fees by sending an email to your Primary Email Address and/or posting it to the OAD Site or upon your login to your Account.

‍8.3.Changes to the Platform and Services

‍We are continually changing and improving our Platform. OAD may add, alter, or remove functionality from the Platform at any time without prior notice. OAD may also limit, suspend, or discontinue a specific functionality or feature provided to you at our discretion and will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content if necessary. 

‍8.4. Downgrades

‍Downgrading your Account plan may cause the loss of Content, features, functionality, or capacity of your Account.

‍9. Disclaimers & Limitations of Liability‍

‍9.1. No Warranties 

While OAD strives to provide you with a great experience when using the Platform (and we love to please our Clients), there are certain things we do not promise about our Platform. We keep our Platform up, but it may be unavailable from time to time for various reasons. EXCEPT THOSE WARRANTIES EXPRESSLY PROVIDED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND OAD DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PLATFORM. OAD DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS OR PROFITS THAT MAY BE OBTAINED THROUGH THE PLATFORM.

‍9.2. Exclusion of Certain Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU ASSUME FULL LIABILITY FOR ANY LOSSES THAT RESULTS FROM YOUR USE OF THE PLATFORM; AND (B) OAD AND ITS TEAM WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF OAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR THE AVOIDANCE OF DOUBT, IN NO INSTANCE WILL WE OR OUR TEAM BE LIABLE FOR ANY LOSSES OR DAMAGES YOU SUFFER IF YOU USE THE PLATFORM IN VIOLATION OF THESE TERMS, REGARDLESS OF WHETHER WE TERMINATE OR SUSPEND YOUR ACCOUNT DUE TO SUCH VIOLATION.

‍9.3. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY CALENDAR MONTH, THE AGGREGATE TOTAL LIABILITY OF EACH OF OAD AND ITS TEAM ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM AND THESE TERMS WILL NOT EXCEED THE LESSER OF EITHER (1) THE AMOUNT YOU PAID TO OAD FOR YOUR USE OF THE PLATFORM THE PRECEDING MONTH, OR (3) THREE HUNDRED ($300) U.S. DOLLARS.

‍9.4. Consumers 

We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

‍10. Indemnification‍

‍10.1. General. 

You agree that you are solely and exclusively responsible for the proper use of your account, mobile applications, and Content. To the fullest extent permitted by law, you will indemnify and hold harmless OAD and its Team from all liabilities, damages, and costs (including settlement costs and attorneys’ fees and expenses) arising out of a third-party claim regarding or in connection with (a) your, your Survey Subjects, or your Contacts use of the Platform; (b) your breach of these Terms or any other policies incorporated herein; (c) violation of applicable Law by you, your Survey Subjects, your Contacts, or your Content, mobile applications, or business; (d) any misrepresentations by you; (e) a dispute between you and your Survey Subjects, Contacts, or other users, including but not limited to refunds, fraudulent transactions, alleged or actual violation of Laws, or your breach of these Terms; or (f) a third party claim alleging that any of your Content infringes or misappropriates that third party’s intellectual property rights.

‍10.2. Process 

We will (a) endeavor to give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. You may not agree to any settlement of any claim that requires our commitment without our written consent.

‍11.  Resolving Disputes; Arbitration Agreement; Governing Law

‍11.1. Resolving Disputes 

If you have a concern, we want the opportunity to address it without needing a formal legal case. Before filing a claim against OAD, you agree to try to resolve the dispute informally by contacting [email protected]. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within sixty (60) days of the date we receive your initial email, you or OAD may bring a formal proceeding.

‍11.2. Judicial Forum for Disputes

You and OAD agree that any judicial proceeding to resolve claims relating to these Terms or the Platform will be brought in the federal or state courts of Waukesha, Wisconsin, subject to the mandatory arbitration provisions below. Both you and OAD consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

‍11.3. Mandatory Arbitration Provisions

‍IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

‍We Both Agree to Arbitrate.  You and OAD agree to resolve any claims relating to these Terms or the Platform through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising from or relating to the interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.

‍Arbitration Procedures.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Waukesha, Wisconsin, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.

‍Exceptions to Agreement to Arbitrate.  Either you or OAD may assert claims, if they qualify, in small claims court in Waukesha, Wisconsin, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Waukesha, Wisconsin to resolve your claim.

‍NO CLASS ACTIONS.  You may only resolve disputes with us individually. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then this “Mandatory Arbitration Provisions” section will be deemed void.

‍11.4. Governing Law

‍These Terms will be governed by Wisconsin law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws.

‍12. Other Terms‍

‍12.1.   Assignment. 

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

‍12.2. Entire Agreement

These Terms, and any other policy located in our Legal and Policy Center, constitute the entire agreement between you and OAD, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.

‍12.3. Independent Contractors

The relationship between you and OAD is that of independent contractors and not legal partners, employees, or agents of each other.

‍12.4. Interpretation 

The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

‍12.5. No Waiver‍

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

‍12.6. Severability 

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the terms will remain in full effect.

‍12.7. Third-Party Beneficiaries 

Except as otherwise provided herein, there are no third-party beneficiaries to these Terms.

‍12.8. Survival 

On termination, all related rights and obligations under these Terms immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of the termination; and (b) Section 2 (Payment of Fees), Sections 3.2 and 3.3,(Your Content), Section 4 (Privacy, Security, and Confidentiality), Section 5 (OAD’s Intellectual Property), Section 7 (Suspension and Termination of Your Account), Section 9 (Disclaimers and Limitations of Liability), Section 10 (Indemnification), Section 11 (Resolving Disputes; Arbitration Agreement; Governing Law), and Section 12 (Other Terms) and any other provision that by its nature, should survive termination or expiration of these Terms, will survive the expiration or termination of these Terms.

‍12.9. Language

These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

‍12.10. How to Contact Us 

You may contact us regarding the Platform by email at [email protected].