Last updated: February 20, 2021
ADDITIONAL TERMS AND CONDITIONS FOR FOCUSVISION INTERVU
In conjunction with the Master Services Agreement and the Service Order, these Additional Terms and Conditions for InterVu (collectively, the “Agreement”) describe your rights and responsibilities and state the terms and conditions under which you may use the Services. Please read this document carefully. By continuing to use the Services, you are indicating your acceptance to be bound by the terms and conditions of this Agreement between you and FocusVision.
The “Services” shall include two-way audio-video focus groups (“InterVu”).
1. Content and Archiving
For all InterVu projects, the content created and/or produced via the Services will be accessible to Client within 24 hours after the close of the live event. Client will receive data storage for such content for the term set forth in the applicable Service Order.
FocusVision will automatically archive projects on the FocusVision website for 90 calendar days, unless otherwise agreed to in writing, or instructed by the Client.
2. Disclaimer of Warranties
All Services are provided “as is” without any representations or warranties of any kind (whether express or implied).
3. Jurisdictional Issues
FocusVision makes no representation that (i) materials or the Services are appropriate or available for use in other locations or (ii) that any products, instruments or services discussed are appropriate or available for use or sale in any jurisdiction. If you choose to access the Services from any location then you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable local laws.
FocusVision reserves the right to limit the availability of the Services to any person, geographic area, or jurisdiction it desires, at any time and in its sole discretion.
4. Use of Services
4.1 With respect to the InterVu Proprietary Software, FocusVision grants to Client, subject to the terms and conditions of the Agreement, a restricted, time-limited, non-exclusive, non-transferable and non-assignable license and right to access via the Internet and use the InterVu Proprietary Software, for (i) Client’s internal two-way audio-video conferencing purposes, and/or (ii) for Client’s two-way audio-video conferencing purposes on behalf of a third party and, in each case of the foregoing, solely for use by Authorized Users and not for use by any third party (other than independent contractors permitted pursuant to Article 2.2 of the Master Services Agreement) to perform any two-way audio-video conferencing activities).
4.2 Client may store up to 15 gigabytes of data unless stated otherwise in the Service Order. Total storage in excess of 15 gigabytes or the total storage otherwise permitted by the Service Order will result in additional Usage Fees or other fees as proscribed in the Service Order.
4.3 Only Authorized Users may use the Services and access the InterVu Proprietary Software. FocusVision shall, from time to time, provide Client with user IDs, passwords (including, without limitation, master passwords), codes (including, without limitation, master codes), certificates, and other identification devices and security processes or measures necessary for Authorized Users to access and use the InterVu Proprietary Software (collectively, the “User IDs”). Such security processes or measures may include, without limitation, secure login access methods provided to Client. No User ID may be shared by more than one Authorized User. Client shall be solely responsible for the assignment, distribution, use of and maintenance of all User IDs to its Authorized Users. Client agrees and shall cause its Authorized Users to agree not to assign and/or distribute any User IDs to individuals who are not Authorized Users. Client shall be responsible for ensuring the security and confidentiality of all User IDs provided to Client and related passwords, including without limitation master passwords, master codes, and secure login access methods. Client acknowledges that it will be fully responsible for all liabilities incurred through use of any such User ID and that any transactions under a User ID will be deemed to have been performed by Client. Client agrees to notify FocusVision promptly in the event that any designated Authorized User is no longer employed with Client or no longer requires such access. Client further agrees to notify FocusVision promptly in the event any unauthorized use of the User IDs is suspected.
5. Helpdesk Services
If this Agreement includes Helpdesk Services or if Client has purchased Helpdesk Services with respect to use of any of the Services:
- Focus Vision will provide the Helpdesk Services twenty-four (24) hours a day, five (5) days a week, beginning each Monday at 12:00 AM Eastern Standard Time and ending on Friday at 12:00 PM Eastern Standard Time. Notwithstanding the foregoing, FocusVision will not provide Helpdesk Services on the holidays listed here: https://support.focusvision.com?cid=helpdesk (“Non-Business Hours”).
- In response to Client’s requests for support, FocusVision will provide the following Helpdesk Services: (i) explanation of installation procedures, functions and features of the Services; (ii) clarification of Documentation; and (iii) error
- (a) FocusVision shall undertake commercially reasonable efforts to acknowledge Client’s request for Helpdesk Services within an initial response time of one (1) business hour on weekdays and an initial response time of two (2) business hours on weekends. Requests received on holidays will be acknowledged the next business day.
- (b) Should Client need and request Helpdesk Services during Non-Business Hours, FocusVision will charge its then-standard rate. Prior to commencing Helpdesk Services during Non-Business Hours, FocusVision may require an additional agreement in writing (an “Addendum”). The Addendum will describe the specific services to be performed and the hours in which they are scheduled to be performed by. The Addendum will expressly refer to this Agreement, be a part of this Agreement, and be subject to the terms and conditions contained herein.
- Client is not restricted to one point of contact when contacting Helpdesk Services with requests; Client shall provide FocusVision a list of designated contacts and any person so listed may reach out to FocusVision independently for
- If Client has purchased Helpdesk Services, and Client suspects that there is a failure or deficiency in the Services, Client will notify FocusVision in writing. The notice will include a description of the suspected defect or non-conformity and the circumstances of its occurrence. Upon receipt of such notice, FocusVision will use commercially reasonable efforts to confirm the existence of the defect or non-conformity, correct such defect or non-conformity, and provide an explanation of the correction applied. If FocusVision reasonably determines that there is no such defect or non-conformity, FocusVision is entitled to charge Client for Support Services (as defined in the applicable Service Order) at FocusVision’s then-standard
- Client acknowledges that the Helpdesk Services are limited to the services and remedies expressly set out in this Agreement and exclude any customizations, adaptations, modifications or adjustments to the Services to meet Client’s requirements or to correct any defect or non- conformity relating to:
- (a) the use of the Services in combination with apparatus, systems, products or services where such combination was not provided by FocusVision;
- (b) the alteration or modification of the Services after delivery by FocusVision, if such alteration or modification is made by a person other than FocusVision or otherwise without FocusVision’s written authorization, direction, request or specification;
- (c) Client’s failure to incorporate any Improvements that FocusVision has provided to Client; Client’s operation of the Services in an erroneous way or outside what is described in the Documentation or non-compliance with any of the terms of this Agreement;
- (d) the access to or operation of the Services by someone other than an Authorized User; the failure of Client’s systems to meet the applicable technical requirements; or
- (e) issues due to general internet latency and connection loss, or issues related to inadequate bandwidth, insufficient network, etc., and not related to the Hosting Services.
Should Client require any such services outside the scope of the Helpdesk Services (“Support Services”), Client will engage FocusVision at FocusVision’s then-standard rate and a work order may be issued by FocusVision prior to such Support Services being rendered. Support Service hours will be billed in quarter hour increments (0.25) with a 0.25 hour minimum charge on all requests. FocusVision reserves the right, in its sole discretion, to determine what is considered fair and reasonable within the scope of the Helpdesk Services.
- Client’s Helpdesk Services will expire upon the earlier of the expiration of the Helpdesk Services Term, earlier termination of the Helpdesk Services or the termination of this Agreement, as the case may
6. Fees and Payments
- Fees under this Agreement shall be governed as set forth in the Master Services Agreement, including each applicable Service Order.
- FocusVision to invoice Client for all applicable Fees or as otherwise set forth in the applicable Service Order. Client shall pay all invoiced amounts within thirty (30) days of the date of the invoice. If payment for any properly invoiced amounts becomes overdue by more than fifteen (15) days, FocusVision reserves the right, in its sole discretion, to terminate Client’s and any of Client’s Authorized Users’ access to the Services.
These terms and conditions shall govern the software license portion and Full Service is not subject to these technical support response times.
- The Hosting Infrastructure will be available at least ninety-nine point nine percent
(99.9%) of the time over one (1) calendar month (“Accessibility”).
- The performance of the Services and related hardware components and network connectivity from FocusVision’s principal system locations will be included in the determination of Accessibility. The following will be excluded from any outage time when calculating Accessibility:
- (a) scheduled maintenance and required repairs in which case three (3) calendar days’ prior notice will be given by FocusVision to Client;
- (b) any loss or interruption of service due to third-party service providers;
- (c) any loss or interruption of service due to causes otherwise beyond the control of FocusVision or which could not reasonably have been foreseen by FocusVision, including failure of public network or communication components;
- (d) errors in Client programming, or any other aspect of the electronic files provided by Client;
- (e) unauthorized use or misuse by authorized Clients;
- (f) the failure of any components beyond the premise of FocusVision demarcation; and
- (g) the failure of any components which cannot be corrected due to inaccessibility.
- If FocusVision fails to provide the required level of Accessibility, it will provide the following credits in the table below. Client waives the right to claim any such reduction unless a written claim is given to FocusVision within thirty (30) days after the end of any calendar month in which it is claimed that required Accessibility was not achieved.
Range Refund % 99.5 to 99.9 5% 99.0 – < 99.5 10% 98.0 – < 99.0 15% < 98.0 25%
- The following email address is for emergency use during off hours for Fatal or Severe errors: email@example.com. Response times via email are noted in the table below:
*Fatal: Complete degradation — all users and critical functions affected. Item or service completely unavailable. **Severe: Significant degradation — large number of users or critical functions affected. Severity Response Time Resolution Time Fatal* 30 Minutes 3 Hours Severe** 1 Hour 8 Hours
FocusVision’s Hosting Partner guarantees 100% network uptime and one (1) hour recovery from hardware failure from start of hardware exchange. FocusVision has implemented a disaster recovery plan which, in the event of any complete facility disaster, is designed to bring the relevant Hosting Infrastructure back online within 24–48 hours. This includes all productions systems, data and services. However, FocusVision will have no liability to Client if FocusVision is unable to meet its recovery objectives after a disaster.
CLIENT TECHNICAL REQUIREMENTS SCHEDULE
FocusVision’s Technical Requirements Schedule identifies supported browsers and is a general rule of thumb in regard to its level of browser support for each area within its system. Please visit https://support.focusvision.com?cid=browsersupport for the current Technical Requirements Schedule.
TECHNICAL STATEMENT ON ENCRYPTION AND SECURITY
- The Hosting Infrastructure will have inbuilt security that is designed to allow access only to qualified Clients (those who have provided a valid ID and password when logging in). FocusVision will not be held responsible for unauthorized access to the Hosting Infrastructure as a result of “hacking” or other unlawful conduct. Client is responsible for all use of the Hosting Infrastructure made through its Named Client’s IDs and passwords whether due to the sharing of IDs, the accessing of Client PCs left logged on or otherwise. Client is responsible for managing its Clients, including IDs and passwords that are no longer valid and the need to assign new ones.
- Access to the Hosting Infrastructure will be provided through industry standard SSL encryption. FocusVision’s Hosting Partner employs security protocols like Type 2 SOC 1 report / SOC 2 report, SOC / ISO 27001, SSAE/SOC, ISO 27001 and 27017. All data transferred from the Hosting Infrastructure will be encrypted during transmission in accordance with industry practice.
- FocusVision currently makes reasonable efforts to back up all systems and data on a daily basis. Full backups are performed across all systems on a weekly schedule with incremental backups performed daily. Ad hoc backups are additionally performed on all incoming data before any processing is performed. Backup media is stored in a secure environment located within a fire safe. Backups are encrypted and stored in a separate datacenter facility. FocusVision will have no liability to Client if any backup is lost, damaged or unrecoverable for any reason.
MONTHLY USAGE FEES
Research Hub Data Storage
|Storage Level||Total Storage (GB)||Monthly Fee|
|Total Published Dashboards||Monthly Fee|
|Up to 5||Included|
Video Usage Fee Schedule Published Dashboard Usage Fee Schedule
|Media Evaluator and Video Player Element||0–1 minute: $25 per 1000 views|
|> 1–5 minutes: $50 per 1000 views|
|> 5–10 minutes: $100 per 1000 views|
|Custom pricing beyond 10 minutes|
|Video Testimonial Fee Schedule||$250 per question (up to 1000 uploads per question)|
Email Campaign Fee Schedule
|>100,000 emails||$0.01 per email|