These Terms of Service ("Terms") govern the use of the Spot Thought, Inc. ("Spot Thought", "we", "our", or "us") software platform and related services ("Services") by the organization or entity entering into these Terms ("Tenant", "you", or "your").
By accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, you may not use the Services.
These Terms apply to Tenant's users and administrators. Spot Thought's processing of personal data on behalf of Tenants is governed by a separate Data Processing Addendum ("DPA"), which is not incorporated into these Terms and must be accepted separately.
Overview of the Services
Spot Thought provides a multi-tenant platform designed for expert research and participant management. The Services may enable Tenants to:
Create and distribute screening questionnaires ("Screeners"). Design and send Screeners to potential participants or experts.
Manage experts, participants, and research activities. Maintain profiles, track engagements, and organize research workflows.
Facilitate communications and scheduling. Send invitations, manage availability, and coordinate calls or sessions.
Store and manage content. Store notes, project data, and other materials related to research activities.
Access operational analytics and account controls. View usage metrics, manage users, and configure settings for Tenant's account.
Spot Thought may update, enhance, or modify the Services from time to time, including by adding or removing features. Where required by law or contract, we will notify Tenant of material changes.
Tenant Accounts and Responsibilities
Eligibility
You must be an authorized representative of the Tenant to create and manage an account on Tenant's behalf. By registering, you represent and warrant that you have the authority to bind Tenant to these Terms.
Account Security
Tenant is responsible for:
User management. Ensuring that only authorized individuals have access to Tenant's account and configuring appropriate roles and permissions.
Credential security. Maintaining the confidentiality of usernames, passwords, API keys, and other access credentials.
Incident reporting. Promptly notifying Spot Thought of any suspected unauthorized access or security breaches related to the Services.
User Conduct
Tenant and its users agree not to:
Interfere with the Services. Attempt to disrupt, degrade, or interfere with the integrity or performance of the Services or underlying infrastructure.
Access unauthorized data. Attempt to access data or accounts belonging to other tenants, or circumvent access controls or security mechanisms.
Use the Services unlawfully. Use the Services in violation of applicable laws, regulations, or industry guidelines, including privacy and data protection laws.
Conduct unapproved security testing. Perform penetration tests, vulnerability scans, or similar activities without Spot Thought's prior written consent.
Tenant Data and Ownership
Ownership
As between Tenant and Spot Thought, Tenant retains all right, title, and interest in and to:
Screener content and configuration. Including questions, logic, and workflows defined by Tenant.
Screener responses and participant data. Including information submitted by participants or experts in response to Screeners or other Tenant-initiated workflows.
Files, notes, and project materials. Any content Tenant uploads, stores, or generates within the Services.
Collectively, this information is referred to as "Tenant Data". Spot Thought does not claim ownership over Tenant Data.
License to Spot Thought
Tenant grants Spot Thought a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Tenant Data solely to:
Provide and maintain the Services. Including the operation, support, and improvement of core functionality.
Ensure security, integrity, and availability. Including fraud detection, abuse prevention, and system monitoring.
Provide support and troubleshooting. Including responding to support requests and investigating issues reported by Tenant.
All processing of personal data contained in Tenant Data is further governed by the DPA between Tenant and Spot Thought.
De-identified and Aggregate Use
Spot Thought may use de-identified, aggregated data derived from the operation of the Services to:
Improve performance and reliability. Analyze system behavior and usage patterns in a way that does not identify any individual or Tenant.
Enhance product features. Inform decisions about product roadmaps and feature design using non-identifiable operational metrics.
Produce high-level analytics. Generate statistics such as overall platform uptime or aggregate usage trends, without exposing identifiable Tenant Data or Screener responses.
Spot Thought will not use identifiable Screener responses or identifiable participant data for its own product training, advertising, or unrelated analytics.
Screener Data and Participants
Tenant as Controller
Tenant acts as the data controller (or equivalent term under applicable law) with respect to Screener responses and participant data collected through the Services. Tenant is responsible for:
Determining what data is collected. Including the questions asked in Screeners and any other information requested from participants or experts.
Providing appropriate notices. Ensuring that participants receive clear privacy notices and understand how their data will be used.
Selecting lawful bases for processing. Determining the appropriate legal basis for collecting and processing personal data.
Responding to data subject requests. Handling access, deletion, and other rights requests from participants, with Spot Thought's assistance as described in the DPA.
Spot Thought as Processor
Spot Thought acts as a data processor (or equivalent term) with respect to Screener responses and participant data, and processes such data solely on Tenant's documented instructions, as set out in the DPA and Tenant's configuration of the Services. Spot Thought:
Does not independently use Screener data. We do not use identifiable Screener responses or participant data for our own marketing, profiling, or unrelated analytics.
Does not contact participants except as directed. Any communication with participants or experts is initiated or authorized by Tenant's configuration or instructions.
Does not determine retention periods. Tenant controls how long Screener data and participant data are retained within the Services, subject to technical and legal constraints.
Acceptable Use
Tenant agrees not to use the Services to:
Store prohibited sensitive data without agreement. Upload or store highly sensitive data (such as full medical records, payment card data, or government identifiers) unless explicitly permitted in a written agreement with Spot Thought.
Violate applicable law. Use the Services in a manner that violates privacy, data protection, or other applicable laws or regulations.
Send spam or abusive communications. Use the platform to send bulk unsolicited messages or harassing content.
Reverse engineer or misuse the platform. Attempt to derive source code, underlying ideas, or algorithms, or build a competing service using unauthorized access to the Services.
Spot Thought may suspend or restrict access to the Services if Tenant's use, in our reasonable judgment, poses a security risk, violates these Terms, or could adversely impact other tenants or the operation of the Services.
Subprocessors
Spot Thought engages subprocessors (such as hosting providers and infrastructure vendors) to support delivery of the Services. These subprocessors may process personal data on Spot Thought's behalf.
Spot Thought will:
Impose appropriate safeguards. Require subprocessors to maintain confidentiality and implement appropriate security measures.
Remain responsible for subprocessors. Be responsible for the performance of subprocessors with respect to obligations applicable to Spot Thought under the DPA.
A current list of subprocessors is maintained in our Trust Center or as otherwise communicated to Tenant.
Service Availability and Support
Spot Thought aims to provide reliable, high-availability Services. However, the Services may be unavailable from time to time due to planned maintenance, emergency maintenance, or factors outside of our reasonable control.
Spot Thought may:
Schedule planned maintenance. Provide advance notice for planned maintenance where reasonably practicable.
Perform urgent updates. Apply emergency updates or changes (including security patches) without prior notice when necessary to protect the Services or Tenant Data.
Support channels and response expectations may be specified in a separate commercial agreement or order form between Tenant and Spot Thought.
Fees and Payment
If Tenant purchases paid access to the Services, fees, billing schedule, and payment terms will be set forth in an order form, statement of work, or other commercial agreement between Tenant and Spot Thought.
Unless otherwise specified in such agreement:
Invoice and payment terms. Fees are due within the time period indicated on the invoice, and late payments may accrue interest at a reasonable rate permitted by law.
Suspension for non-payment. Spot Thought may suspend or limit access to the Services for material non-payment after providing notice and a reasonable opportunity to cure.
Intellectual Property
Spot Thought and its licensors retain all right, title, and interest in and to the Services, including software, documentation, designs, user interface elements, and underlying technology, and all associated intellectual property rights.
No rights or licenses are granted to Tenant except as expressly stated in these Terms or a separate written agreement. Tenant may not:
Create derivative works of the Services. Modify, adapt, or create derivative works based on the platform or its components.
Copy or frame the Services. Copy, frame, or mirror substantial portions of the Services without Spot Thought's prior written permission.
Confidentiality
Each party may receive non-public information from the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").
Each party agrees to:
Use Confidential Information only as needed. Use the other party's Confidential Information solely for purposes of exercising its rights or performing its obligations under these Terms.
Protect Confidential Information. Implement reasonable safeguards to prevent unauthorized disclosure or use.
Limit disclosures. Disclose Confidential Information only to personnel or contractors who need to know it and are bound by confidentiality obligations.
These obligations do not apply to information that is publicly available without breach, was already lawfully known to the receiving party, is independently developed, or is rightfully received from a third party without restriction.
Security and Compliance
Spot Thought maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Tenant Data, including:
Encryption. Encryption of data in transit and at rest using industry-standard protocols and technologies.
Access controls. Role-based access controls, authentication mechanisms, and least-privilege principles for systems handling Tenant Data.
Monitoring and logging. Logging of relevant security and access events and periodic review of such logs.
Incident response. Procedures for investigating and responding to suspected security incidents, including notifying affected Tenants as required by contract or law.
Additional data protection commitments, including breach notification timelines, data subject request handling, and cross-border transfer mechanisms, are set forth in the DPA.
Term and Termination
These Terms apply for as long as Tenant uses the Services or as otherwise specified in a written agreement between Tenant and Spot Thought.
Either party may terminate the relationship:
For convenience. As permitted in an applicable commercial agreement (if any), or otherwise with reasonable notice if there is no separate agreement.
For cause. Upon material breach by the other party that remains uncured after a reasonable cure period.
Upon termination:
Access will cease. Tenant's access to the Services will be disabled, subject to any agreed wind-down period.
Tenant Data handling. Spot Thought will handle deletion or return of Tenant Data in accordance with the DPA and any applicable agreement.
Survival of obligations. Provisions relating to confidentiality, limitations of liability, indemnification, and payment obligations will survive termination.
Disclaimers
To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis. Spot Thought does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.
Spot Thought is not responsible for decisions Tenant makes based on Screener responses, participant data, or other Tenant Data, including any engagement, qualification, or compensation decisions Tenant may make regarding participants or experts.
Limitation of Liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits or revenues, arising out of or related to these Terms or the use of the Services, even if advised of the possibility of such damages.
To the fullest extent permitted by law, Spot Thought's total aggregate liability arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, will be limited to the fees actually paid by Tenant to Spot Thought for the Services during the twelve (12) months preceding the event giving rise to the claim (or USD $5,000 if no fees were paid).
The limitations in this Section do not apply to: (a) Tenant's payment obligations; (b) either party's breach of confidentiality; or (c) liability that cannot be excluded or limited under applicable law.
Indemnification
Tenant Indemnification
Tenant agrees to indemnify, defend, and hold harmless Spot Thought and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:
Tenant's use of the Services. Including misuse of the Services or use in violation of these Terms or applicable law.
Tenant's Screener content and instructions. Including claims related to the content of Screeners, data collection practices, and decisions made using Screener responses.
Tenant's violation of law or rights. Including violations of privacy, data protection, or intellectual property rights.
Spot Thought Indemnification
Spot Thought will defend Tenant against third-party claims alleging that Tenant's authorized use of the Services infringes or misappropriates such third party's intellectual property rights, and will pay damages finally awarded (or agreed in settlement) that are attributable to such claim, subject to standard exclusions and conditions typically set forth in a commercial agreement.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
Any disputes arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction and venue of such courts.
Relationship to Other Agreements
If you have entered into a separate written agreement with Spot Thought governing your use of the Services (for example, a master services agreement, lighthouse agreement, or data processing addendum), and there is a conflict between that agreement and these Terms, the separate written agreement will control to the extent of the conflict.
Modifications to These Terms
Spot Thought may update these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page and, where required, provide additional notice (such as via email or in-product notifications).
Continued use of the Services after the effective date of updated Terms constitutes acceptance of the changes.
Contact Information
If you have any questions about these Terms, please contact us at legal@spot-thought.com.