Applecart Lift Survey Services Addendum
This Lift Survey Services Addendum (“Lift Survey Addendum”) sets forth the specific terms and conditions under which Project Applecart LLC (“Provider”) may offer Lift Survey Services. This Survey Addendum is subject to, and governed by, the Applecart Master Terms and Conditions set forth at applecart.co/master-terms (the “Master Terms”), which together with other applicable addenda and the Order Form constitute the agreement (the “Agreement”) between the parties. Capitalized terms not defined in this Lift Survey Addendum shall have the meanings set forth in the Master Terms, the Order Form, or elsewhere in the Agreement. Provider reserves the right to modify this Lift Survey Addendum at any time pursuant to Section 13 of the Master Terms.
1. Lift Survey Reports. “Lift Survey Report” shall mean a report generated by Provider specifically for Client regarding Provider’s performance of the Lift Survey Services, and the results thereof. During and after the term of this Agreement, Provider hereby grants to Client a perpetual, royalty-free, irrevocable right and license to use and exploit the Lift Survey Reports for Client’s bona fide business purposes, provided that Client (i) provides prior written notice to Provider identifying any third parties to whom Client will disclose, or otherwise give access to, the Lift Survey Reports, (ii) remains solely responsible and solely liable for any and all disclosures of the Lift Survey Reports to third parties, and for any use thereof by such third parties, and (iii) uses the Lift Survey Reports solely in compliance with all applicable laws and regulations. Furthermore, Provider hereby disclaims any liability in connection with or arising from any use of, or reliance upon, the Lift Survey Reports by any third parties to whom Client discloses, or gives access to, such Lift Survey Reports.
2. Ownership and Use of Lift Survey Materials. Client hereby expressly acknowledges and agrees that Provider shall at all times remain the sole owner of any survey-related materials used by Provider in the course of providing the Lift Survey Services, including, without limitation, survey questions, survey formats, survey templates, survey responses, and any data or information related thereto (collectively, the “Lift Survey Materials”). Client further expressly agrees and acknowledges that Provider may use the Lift Survey Materials for Provider’s business purposes without restriction.
3. Pilot Phase. Client understands that the Lift Survey Services are currently in a pilot phase, and that therefore, notwithstanding anything to the contrary, the Lift Survey Services may contain defects, errors, malfunctions, and/or interruptions of service.
4. General Disclaimer. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LIFT SURVEY SERVICES, OR ANY PERFORMANCE OR FAILURE OF PERFORMANCE TO THE EXTENT ATTRIBUTABLE TO THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT PROVIDER DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OR VERACITY OF ANY RESPONSES TO ANY SURVEY QUESTIONS, AND ACCORDINGLY PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO ACCURACY OR RELIABILITY REGARDING THE LIFT SURVEY SERVICES. THE RESULTS OF THE LIFT SURVEY SERVICES ARE THEREFORE PROVIDED SOLELY “AS IS” AND “WITH ALL FAULTS”. ANY RELIANCE ON OR ACTION(S) TAKEN BY CLIENT BASED ON THE LIFT SURVEY SERVICES ARE SOLELY UNDERTAKEN AT CLIENT’S OWN RISK, AND CLIENT EXPRESSLY AGREES THAT PROVIDER SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH.
5. Disclaimer of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL PROVIDER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES IN CONNECTION WITH THIS ADDENDUM OR THE LIFT SURVEY SERVICES, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF OR HAS REASON TO KNOW ABOUT THE POSSIBILITY OF ANY SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
