Terms of Service

Introduction

These Terms of Service ("Terms") govern your use of our products, services, websites, platforms, surveys, dashboards, analytics, and any related offerings (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

​​

​

License & Services

Grant of Rights. Subject to your compliance with these Terms and payment of all Fees, Ponder Insights grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term solely for your internal business purposes.

 

Services. “Services” means the software-as-a-service (SaaS) offering, analytics, dashboards, reports, surveys, data collection, consulting, or other services provided by Ponder Insights as described in an Order Form. “Software” means any software owned or licensed by Ponder Insights used to deliver the Services (including updates, bug fixes, documentation, help content, and other materials).

​

Restrictions. You shall not, and shall not permit any third party to:

1. Copy, modify, create derivative works of, reverse engineer, decompile, disassemble, adapt, or otherwise attempt to derive the source code of the Software;

2. Rent, lease, sublicense, assign, distribute, publish, transfer, host, or otherwise make the Services or Software available to third parties;

3. Remove or alter any proprietary notices included in or on the Services or Documentation;

4. Use the Services or Documentation in a manner that violates any intellectual property rights, law, regulation, or these Terms.

​​​​​

​

Fees & Payment

Fees. Fees for the Services are set forth in the applicable Subscription Order Form. Implementation fees or one-time fees (if any) will be invoiced following Customer’s signature and are due upon invoicing. Recurring subscription or usage fees begin on the date specified in the Order Form (e.g., first day of the month following Customer signature).

​

Price Changes. Ponder Insights reserves the right to increase subscription fees or usage-based fees annually (or as otherwise specified), provided that Ponder Insights gives you at least 60 days’ prior written notice. Additional charges may apply for usage exceeding allocated limits (“overages”). 

​

Taxes. You are responsible for all applicable sales, use or other taxes (excluding Ponder Insights’ income taxes). Taxes will be included on your invoice, unless you provide a valid exemption certificate.

​

Late Payment. If any amount due remains unpaid beyond 30 days of the invoice date, Ponder Insights may charge interest (e.g., 2% per month or maximum allowed by law) or suspend access to the Services.

​​

​

Data Privacy & Ownership​​

Customer Data. You retain all right, title, and interest in and to the data, content and information you submit, upload, or otherwise provide through the Services, including any Protected Health Information (PHI), personal data, or other sensitive information (“Customer Data”).

 

Customer Data License. By using the Services, you grant Ponder Insights a limited, non-exclusive license to use Customer Data solely to provide Services under this Agreement (e.g., processing, storage, analytics, reporting).

 

De-identified Data. Ponder Insights may de-identify, aggregate, or otherwise transform Customer Data (so individuals or organizations cannot be reasonably identified) and use such de-identified or aggregated data for benchmarking, analytics, development, improvement of Services, or other legitimate business purposes. Such de-identified / aggregated data shall not be subject to confidentiality restrictions under the BAA (if applicable).

​

Protected Health Information. To the extent that Ponder Insights receives, creates, maintains, or transmits Protected Health Information (PHI) on your behalf, will comply with the Business Associate Agreement (“BAA”). The BAA provisions are incorporated into these Terms by reference. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls. 

 

Privacy Policy. Your use of the Services is also governed by our Privacy Policy, which describes how we collect, store, process, and protect personal data and may address cookies, tracking, and other privacy-related practices.

​​​

​

Compliance & User Obligations

You are responsible for:

• Obtaining all necessary consents from your employees, residents, clients, or survey participants.

• Ensuring your use of the Services complies with applicable laws, including privacy, labor, and data protection laws.​

​​

​

Feedback​

If you or your users provide feedback, suggestions, or ideas (e.g., about features, improvements, bugs) (“Feedback”), then Ponder Insights shall have the right to use, copy, modify, and incorporate such Feedback into the Services, in whole or in part, without any obligation to you (no attribution or compensation). You hereby assign to Ponder Insights all rights in any Feedback you provide. This allows us to continually improve our offerings.​​

​​

​

Term & Termination

Term. Each subscription or Service Term is specified in the applicable Order Form (e.g., one year), and the Term may renew automatically for successive periods unless otherwise stated. 

​

Termination by Customer. You may terminate the Agreement (or decline renewal) by giving written notice at least [e.g., 60] days before the end of the then-current term (or as specified in Order Form). 

​

Termination by Ponder Insights. Ponder Insights may terminate or suspend the Services if you materially breach these Terms (e.g., misuse, failure to pay), subject to a cure period (e.g., 30 days) for non-curable breaches. Also, immediate termination may occur if you become insolvent, file for bankruptcy, or otherwise cease business operations.

​

Effect of Termination. Upon termination or expiration:

1. Your and your users’ right to access the Services and any Ponder Insights intellectual property ends immediately;

2. You must cease using the Services and any Ponder Insights materials;

3. You may retain reports or documentation delivered prior to termination for internal business purposes, but you must destroy or return any Confidential Information or other Ponder Insights materials per Ponder Insights’ request (within a defined period, e.g., 10 days).

 

Survival. Provisions that by their nature should survive termination (e.g., payment obligations, confidentiality, indemnification, limitation of liability, data handling) will survive.

​​

​

​Intellectual Property

Ponder Insights retains all rights, title, and interest in and to the Services, Software, documentation, reports, dashboards, analytics tools, methods, algorithms, design, architecture, and all other materials provided (collectively “Ponder Insights IP”). Except for the limited license granted, no other rights are given. Your use does not grant any rights to Ponder Insights IP beyond what is explicitly provided.

​​

​

Confidentiality​

Definition. “Confidential Information” means non-public information disclosed by one Party to the other, including business plans, trade secrets, methods, data, customer lists, pricing, financials, and any non-public Customer Data or Ponder Insights IP.

 

Obligations. Each Party shall (i) use Confidential Information only for purposes of fulfilling obligations under the Agreement; (ii) restrict disclosure to its employees, agents, or subcontractors who need to know and are bound by confidentiality obligations at least as protective; (iii) protect Confidential Information with at least the same degree of care as their own confidential information, but no less than reasonable care.

 

Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving Party; (b) was known by the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

​​​

​

​Disclaimers​

We strive to maintain reliable Services but do not guarantee uninterrupted or error-free operation. We may update, improve, or modify the Services. If changes materially reduce core functionality, we will provide notice when feasible.

​

• The Services are provided “as is” and “as available.” Ponder Insights does not warrant that the Services will be error-free, uninterrupted, or meet your particular requirements.

• Ponder Insights disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.

• Ponder Insights does not guarantee that your use of the Services will result in compliance with laws, regulations, or specific business or clinical outcomes. 

​

​

Limitation of Liability

To the fullest extent permitted by applicable law:

1. Ponder Insights will not be liable for any indirect, incidental, special, punitive, consequential damages, or loss of profits, data, business or business opportunities, even if advised of the possibility of such damages.

2. Ponder Insights’ total liability (whether for breach of contract, tort, or otherwise) shall be limited to the fees paid by you under the Agreement for the Services during the twelve (12)-month period immediately preceding the event giving rise to the claim. This aggregate cap applies across all claims. 

 

This limitation applies even if other remedies fail of their essential purpose.

​​

​

Indemnification

You agree to indemnify, defend and hold harmless Ponder Insights and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from:

1. Your negligent or willful acts or omissions;

2. Your breach of these Terms;

3. Your misuse of the Services or Customer Data; or

4. Any violation of applicable law by you in connection with the Services or your use thereof.

 

You must promptly notify Ponder Insights of any indemnifiable claim, tender control of the defense and settlement to Ponder Insights, and cooperate fully (at your expense) in the defense.

​

​

Changes to the Terms

• Ponder Insights may modify these Terms, in whole or in part, from time to time. We will notify you of material changes (e.g., by email, through the platform, or by posting on our website).

• Your continued use of the Services after such modifications becomes effective constitutes your acceptance of the updated Terms. 

• If you do not agree to the modified Terms, you must stop using the Services.

​​

​

Governing Law

• The Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to conflict-of-laws principles.

• All disputes arising under or in connection with the Agreement shall be resolved exclusively in the state or federal courts located in Colorado, and by using such courts you and Ponder Insights each consent to personal jurisdiction and venue.

• Both Parties waive the right to a jury trial for any claims or causes of action arising under the Agreement.

​​​

​

General

No Waiver. Failure to enforce any right or provision does not constitute a waiver of such right or provision. 

 

Assignment. You may not assign your rights or obligations under this Agreement without Ponder Insights’ prior written consent. Ponder Insights may assign the Agreement in connection with a merger, acquisition, change of control, or sale of substantially all its assets, provided the assignee assumes all obligations. 

 

Relationship of Parties. The Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind or act on behalf of the other. 

 

Attorneys’ Fees. In any action to enforce or interpret the Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs. 

 

Severability. If any provision is found invalid or unenforceable in any jurisdiction, the remainder of the Agreement will remain in full force and effect. 

 

Publicity. Unless you notify us otherwise, we may include your organization’s name and logo in a client list or marketing materials.​​

​​