The terms and conditions presented here govern all use of the Downright service and all content, services and products available at or through the website. The Service is only offered subject to your acceptance without modification of any of the terms and conditions contained herein and all other operating rules, privacy policy and procedures that might be published on this Site by Downright (collectively, the “Agreement”).
Please make sure you read this Agreement carefully before using the Service. By accessing or using any part of this website, you agree to become bound by the terms and conditions of this agreement. If you don't agree to all the terms and conditions of this agreement, then you may not access or use any services. The Service is available only to individuals who are at least 16 years old, and using it for business purposes.
You may only use Downright to get feedback about your own products, services, or brands. You may not use the Service for general market research about products, services, or brands that are not owned by You.
If you create an account on the Service, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not use Downright to send unsolicited messages that could be considered spam. You must promptly notify Downright of any unauthorized uses of your account or any other security breach. Downright will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Customer Data will be and will remain your property. “Customer Data” means any profile information, data, and other content or information provided by you, directly or indirectly, to Downright in connection with your use of the Service, including without limitation such data, content, and information related to your business. Downright shall only use Customer Data in accordance with Downright’s Privacy Policy. For the avoidance of doubt, this includes without limitation, using Customer Data in fully anonymised and aggregated form, from which no individual or customer can be identified, to operate and improve the Service, and provide better functionality to our customers.
Downright is offered on a free plan and on paid plans. You choose your plan inside the application, under Settings. Moving to a smaller plan, including back to the free plan, takes effect immediately and needs no notice period and no email to us. Moving to a larger plan requires payment first.
Plans are counted in responses received, not in surveys sent. On a paid plan the allowance is counted over your billing period and resets when you are charged. On the free plan there is nothing to bill, so it is counted over the calendar month. When the allowance is used up, new responses are not collected until the next period begins.
Because the allowance counts answers received rather than invitations sent, each plan also carries a limit on the number of invitations that may be sent in a period: three (3) times the plan's response allowance on the free plan, and fifteen (15) times on a paid plan. The limit is set well above ordinary use and exists to prevent the Service being used to send bulk unsolicited email. It resets with the allowance at the start of each period, and the current figures are shown in the API documentation. We may reduce or suspend sending on an account we reasonably believe is being used to send unsolicited messages.
Changing or ending a plan does not delete anything. Your surveys, contacts and responses remain, your survey links keep working, and only the monthly allowance changes. Deleting your data is a separate act, described under Termination.
Paid plans are billed monthly through Stripe, our payment processor, and renew automatically each month until you cancel. Card details are entered on Stripe's pages and never reach us. Prices are those shown on the pricing page; VAT is added where it applies and is shown to you before you pay.
You can change your plan, change your card, download your invoices or cancel at any time from Settings, under Plan, which opens Stripe's billing pages. Cancelling stops the next payment and moves you to the free plan at the end of the period you have already paid for; your allowance is not cut short before then. You are never charged for going past the monthly allowance, because responses stop being collected instead.
This Agreement does not transfer from Downright to you any Downright or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Downright. Downright, Downright logo, and all other trademarks, service marks, graphics and logos used in connection with Downright, or the Website are trademarks or registered trademarks of Downright or Downright’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Downright or third-party trademarks.
You may not use the Downright API to substantially replicate products or services offered by Downright, including the republication of Downright content or the creation of a separate similar platform for public use. If Downright believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the Downright may be temporarily or permanently revoked, with or without notice.
In connection with any Customer Data, you hereby represent and warrant that (a) any personally identifiable information about your end users that you provide to Downright was, is, and will be collected with the informed consent of such end users, (b) you have obtained all necessary rights, releases, and permissions to provide such Customer Data to Downright, and (c) the collection, use, and disclosure of such information by you does not violate any laws or rights of any third party, including without limitation any Intellectual Property Rights, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policies.Downright takes no responsibility and assumes no liability for any Customer Data that you or any other User or third party provides, posts, publishes or transmits over the Service. You shall be solely responsible for Customer Data and the consequences of using, disclosing, or transmitting it, and you agree that Downright is only acting as a passive conduit.
We have implemented commercially reasonable and industry standard technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, you acknowledge that Downright cannot guarantee that unauthorized third parties will never be able to defeat those measures.
Confidential Information of either party will mean information disclosed to or learned by the receiving party concerning the disclosing party’s business, customers, products, proposed products, plans, inventions, processes and techniques, which is designated as “Confidential”, “Proprietary” or some similar designation or should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach on the part of the receiving party; (ii) the receiving party obtains from a third party rightfully, without breach of nondisclosure obligations and without restriction on disclosure; or (iii) the disclosing party regularly provides to others without restriction on disclosure. Except as explicitly authorized in writing by this Agreement or otherwise, each party will: (a) not use, for its own benefit or the benefit of any third party, the other party's Confidential Information; and (b) use all reasonable care, but in no event less care than it takes to protect its own Confidential Information of similar importance, to protect the other party's Confidential Information from unauthorized use, disclosure and publication. Both parties acknowledge that the breach could cause great or irreparable injury to the disclosing party and that pecuniary compensation would not afford adequate relief, and therefore, that upon any such unauthorized disclosure by the receiving party, the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Within five (5) days after termination of this Agreement, each receiving party shall destroy or deliver to the disclosing party, at the disclosing party’s option, all materials in receiving party’s possession or control that contain or disclose any Confidential Information of the disclosing party.
You agree that Downright may use your name, logo, or any other identifying words or marks used by and/or associated with you to identify you as a customer of Downright, for use in connection with marketing, promoting, and advertising the Service, for use in customer references and case studies involving you, and for use in other activities related to Downright’s business.
Downright reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Downright may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Service.
For personal data you upload, you are the controller and Downright is the processor, acting on your instructions. What we process, on what basis, with which sub-processors and for how long is set out in our privacy policy, which forms part of this Agreement. The details of the company providing the Service are on our company page.
Downright may terminate access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Downright account (if you have one), you may simply discontinue using the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Service is provided “as is”. Downright and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Downright nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Service at your own discretion and risk.
In no event will Downright, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Downright under this agreement during the twelve (12) month period prior to the cause of action. Downright shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You represent and warrant that (i) your use of the Service will be in strict accordance with the Downright Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.
You agree to indemnify and hold harmless Downright, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
This Agreement is the entire agreement between us concerning its subject matter, and may be modified only by a written amendment signed by an authorised representative of Downright, or by Downright posting a revised version. It is governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods. Where you are a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is the registered seat of Downright; where you are a consumer, the statutory places of jurisdiction apply and nothing here removes any mandatory protection available to you under the law of your country of residence. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent and the remainder will remain in full force and effect. A waiver of any term or breach, in any one instance, does not waive that term or any later breach. You may assign your rights under this Agreement to a party that agrees to be bound by it; Downright may assign its rights without condition.