Benchmarks Service-Specific Terms

LAST UPDATED: July 1, 2021

These Benchmarks Service-Specific Terms (“Terms”) only apply if you have purchased the Momentive Benchmarks service (“Benchmarks”).

If you have entered into an agreement for Momentive Enterprise services (“EA”) with Momentive, Benchmarks is a component of the Enterprise Services provided under your EA. Otherwise, these Terms are “Additional Terms” as defined in the Momentive Terms of Use (“TOU”) and Benchmarks is a component of the Services provided thereunder. Capitalized but otherwise undefined terms in these Terms have meanings given to them in the TOU or EA (as applicable). In the event of any conflict between these Terms and the TOU or EA (as applicable), these Terms will prevail.

Benchmarks provides you with access to certain benchmarking data (“Data”) derived from survey data that Momentive users have contributed for the purpose of benchmark creation. Benchmarks may be purchased as a subscription (where ongoing access to benchmarking data is provided through your Momentive account as an additional feature) or a one-time download (where a data extract file containing the Data will be delivered to you by email or made available for download). Your Benchmarks purchase will be a subscription unless you are purchasing Benchmarks through our market research solutions, which can be a one-time purchase, or if the order form or other document under which you purchased Benchmarks (“Order Document”) specifies that you are purchasing Benchmarks as a one-time download. Your Order Document will also specify the nature of the Data that will be made available to you.

If you have purchased Benchmarks as a subscription, to access benchmarking data for certain survey questions or templates you will be required to: (a) maintain a Momentive account on a plan that supports Benchmarks; (b) maintain a completed demographic profile (accessible through your Account Summary page); and (c) contribute your own survey results to those survey questions or templates to the Benchmarks service. If you use Benchmarks within our market research solutions, then your own survey results will be contributed to our Benchmarking services. Benchmarking is only performed on questions sourced from our Question Bank, so you can contribute your own survey results to the Benchmarks service by including such questions in your surveys.

Subject to the payment of any applicable fees for Benchmarks, Momentive grants you a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Data for your internal business purposes only (“License”).

The License also permits you to:

1. reproduce the Data for your internal backup purposes only.

You may not, and the License does not entitle you to:

1. resell, lend, or assign the Data;

2. publish, distribute or otherwise disclose the Data to any third party, except to any of your contractors who need to access the Data to assist you to use the Data in accordance with the terms of the License. You will be liable for any breach of the License terms by your contractors;

3. imply or state that Momentive endorses, sponsors, or is affiliated with the purposes for which you use the Data; or

4. remove or modify any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Data.

These Terms do not grant or transfer to you any ownership rights to the Data, and ownership of all intellectual property rights subsisting in the Data are retained by Momentive or its licensors. No licenses or rights to the Data are granted to you other than as expressly provided herein.

The License, with respect to any Data you have downloaded, will survive termination of your access to Benchmarks and will continue until terminated. Momentive may terminate the License upon 7 days’ written notice if you materially breach these Terms. Upon termination of the License, you will immediately cease all use of the Data and delete all copies of the Data you have in your possession, control, or custody.

A Benchmarks subscription is an automatically renewing subscription. The billing cycle for your Benchmarks Subscription is specified on the Order Document. Absent such specification, the billing cycle will be annual.

You may terminate your Benchmarks subscription at the end of a billing cycle by providing at least 30 days’ written notice to Momentive before the end of that billing cycle (i.e. when your Benchmarks subscription is due to automatically renew). Momentive may also cancel your Benchmarks subscription at the end of a billing cycle by providing at least 30 days’ written notice before the end of that billing cycle.

While your Benchmarks subscription will not terminate if you fail to maintain a Momentive account on a plan that supports Benchmarks, you will not be able to access Benchmarks unless you maintain such an account.

If you purchased Benchmarks as a subscription, Momentive may change the fees charged for Benchmarks at any time, provided that the change will become effective only at the end of the then-current billing cycle of your Benchmarks subscription. Momentive will provide you with at least 60 days’ prior written notice of any change in fees to give you an opportunity to cancel your Benchmarks subscription before the change becomes effective.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DATA IS PROVIDED “AS IS” AND MOMENTIVE DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING RELIABILITY, VERACITY, OR ACCURACY OF THE DATA.

Access to Data will be granted after payment in full of any fees invoiced by Momentive for Benchmarks. Fees paid are non-refundable.

If you are resident or have your principal place of business in the United States, Benchmarks is provided to you by Momentive Inc. Otherwise, Benchmarks is provided to you by Momentive Europe UC.