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Full Terms & Conditions | Sago Companies & Services
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TERMS & CONDITIONS
complete list of terms and conditions for each of our brands can be found below.
US Qualitative
Global Qualitative
Quantitative
THE CLIENT
For the purposes of this document “The Client’ refers to the company commissioning the proj
BOOKING PROCEDURE
On verbal or written confirmation by The Client, The Company will send, by email, a confirmat
“Services”]. Any discrepancies should be addressed immediately to the Client’s contact point
EXCHANGE RATE
We have assumed the exchange rate based on today’s current rate and the final project price
before project invoicing.
PAYMENTS
a) Invoices will be billed to The Client and settled in the currency of the quotation. The Client w
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b) The Company reserves the right to demand payment from The Client of up to 100% of total
c) Sago standard invoice policy is 50% of the total project value upon award & the balance at
d) The Company reserves the right to reverse all discounts and/or rebates for the particular s
COLLECTION
In the event that The Client’s account is not paid in accordance with these payment terms by
month until the account is paid in full.
In the event that The Client’s account is in default and placed for collection, it is agreed that T
Unless otherwise agreed in writing between The Client and The Company,
1. any dispute regarding any project governed by these terms and conditions shall be interp
2. any legal action or proceeding filed in connection with any project governed by these ter
AGENTS & CONTRACTORS
Services may be sub-contracted by The Company, as required. All quotations by The Compan
separately from The Company costs.
BID EXPIRATION
The bid for Services is valid for 90 days from the date provided.
CANCELLATION AND POSTPONEMENT
SERVICES
In the event that a project is postponed or canceled once the project date is confirmed, it is n
including facility, recruiting, moderation, incentives, interpretation, translation, managemen
location and partner and may include rescheduling fees.
RESPONDENT CANCELLATIONS
We maintain careful procedures to ensure that recruited respondents honor their commitme
they must be canceled due to The Client’s change in specifications (i.e. date, venue, qualifyin
the full honorarium promised them. If rescheduling respondents, additional fees will be applie
STUDY SPECIFICATIONS
Costs, timing, and feasibility submitted are based upon The Client specifications and change
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based on available information. If project incidence falls below the estimated percentage sta
Programming errors as a result of client programming are the responsibility of the client and
If the incidence rate should fall 20% or more below what is quoted in this proposal, feasibility
Programming complexity is the key driver of programming cost and will be evaluated prior to
the actual complexity. The final survey will be provided in Microsoft Word or compatible form
has commenced will be subject to an additional charge based on the amount of time required
All costs & timings are conditional and may change if final requirements fluctuate materially
additional quotas, additional geographies or other previously unidentified restrictive specific
Because the actual Recruitment and Honoraria Fees cannot be calculated prior to the comple
of completed interviews has been achieved, the Total Fees are an estimate only – actual Recr
SCREENER
For Health Care surveys, a screener (the last question where respondents can potential disqu
depending on time, specialty, and geography.
PROGRAMMING & HOSTING
When applicable, The Company will be responsible for programming and hosting of the surve
be responsible for providing a final survey in Word format and any study analysis or reporting
REDIRECTS
When applicable, The Company will be responsible for providing sample recruitment and ince
redirects and quota(s), quota management, collecting data, returning the unique URL identifi
PROGRAMMING
When quoted, these costs are estimated and subject to change based upon the final question
survey instrument and requirements.
COMPLETION RATES
Costs per completed interview include a suspend rate of up to 15%. If the suspend rate excee
CLIENT-SUPPLIED SAMPLE
Written approval will be required by the client if The Company is requested to contact respon
to the respondent will include information about how the list was obtained and will also includ
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QUOTAS & OVERAGES
For The Company hosted surveys, the client will be responsible for payment of the total numb
honorarium). For over quota completes which exceed 10% of total completes, the client will o
control the overall total and individual quotas. However, due to the technical restrictions of o
For client-hosted surveys, including surveys hosted by third party who are commissioned by t
interviews (including both the cost and honorarium).
DUPLICATIONS
The client (or third party commissioned by the client) is fully responsible for removing or disq
hosting an online survey and The Company is providing sample. The client will be responsible
cost and honorarium).
DATA QUALITY STANDARDS
The Company utilizes rigorous respondent recruiting and panel management processes. We
desires to utilize their proprietary disqualification criteria, it must be provided to and agreed
TRANSLATIONS
Cost for the translation of the open-ended questions is an estimate based on an average num
Translation cost of the questionnaire or discussion guide is estimated to be at 150 words per
translation change will be implemented for changes after translations have commenced.
PRIVACY
No information regarding respondent personal information may be collected by The Client (“P
without written notice and approval from The Company.
CONFIDENTIAL INFORMATION
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receivin
Neither party shall use (other than for the performance of this Agreement) or disclose to any
Confidential Information that:
i. is or becomes generally available to the public, not due to any fault of the Receiving Party,
ii. is independently developed by the Receiving Party without reference to the Disclosing Part
iii. is rightfully received by the Receiving Party from a third party without a duty of confident
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Should a Receiving Party be requested to disclose Confidential Information of the Disclosing
notify the Disclosing Party to permit the Disclosing Party to defend against any such order of
permitted by law.
Should a Receiving Party be required under this Agreement to disclose Confidential Informat
legal compulsion), the Receiving Party shall ensure that such third parties accept and abide b
apply to Confidential Information disclosed in connection with proposed services that are int
LIMITATION OF LIABILITY
a) The Company shall not be liable for loss under any circumstances which include, but not e
action, terrorism or any other reason beyond the control of The Company which may cause th
b) If The Company is in breach of its obligations for any reason or terminates a confirmed bo
INDEMNITY
The Client shall indemnify The Company against any losses, damages, claims and expenses in
employees: Death or personal injury; Damage to the venue or any part of it; Damage to, loss o
INSURANCE
a) The Client shall effect to maintain public liability insurance to a minimum cover of $2,000
b) The Client shall not do anything that might render void The Company insurance policy.
GENERAL TERMS & CONDITIONS
With confirmation of Services, The Client agrees to our general terms and conditions on our w
Europe
Transcription Services
QualBoard
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Terms - Influence Your World | Toluna
Terms of Use and Membership
Last Updated: February 2023
Welcome to Toluna.com (this "Site"). By using this Site, registering as a member of Toluna, participating in the Toluna Points
("Points" or "Toluna Points") membership program ("Toluna Points Program" or "Points Program") or participating in any survey
study provided or hosted by Toluna (each, a "Survey" and collectively "Surveys"), you agree to these Terms of Use and
Membership ("Terms") and confirm that you have read and understood our privacy policy ("Privacy Policy").
Our Privacy Policy sets out how Toluna collects, uses and stores your personal information and a copy can be found here .
If you do not agree to the Terms and Privacy Policy, do not use this Site.
Toluna reserves the right, in its sole discretion, to change, modify, add or remove portions of these Terms, and/or our Privacy
Policy, at any time. It is your responsibility to check these Terms and our Privacy Policy periodically for changes. These Terms
were last updated on the date at the top of these Terms.
Your continued use of this Site following the posting of such changes will mean that you accept and agree to the
changes. Provided you comply with these Terms, Toluna grants you a personal, non-exclusive, non-transferable, limited privileg
to enter and use this Site
Eligibility
Membership in any Toluna panel is free and is open to individuals only (not corporations or other business entities) that are at
least sixteen (16) years of age or such other age as required by your geographic location. Membership in certain panels may be
further restricted based on your age or geographic location. If you are less than eighteen (18) years of age and win any prize or
receive any cash reward through Toluna Points or any other Toluna incentive program, then such award will be made to your
legal guardian. You are permitted to have only one account.
Registration and Passwords
While you may access this Site without registering for membership in any Toluna panel, for an account to be established in you
name and any Points credited to your account, you must complete the online registration form and must provide Toluna with
complete and valid contact information, including your full legal name, home address, and valid e-mail address, together with a
other requested information. Your account must have a unique and valid e-mail address and password.
You agree to provide only accurate, current and complete registration information and to keep that information updated in order
to maintain its accuracy. Toluna may terminate or suspend your membership and you may forfeit your Points if you fail to provid
or keep your personal information accurate and complete.
You may use only one (1) password to open and access your account, and you may not use another account holder's passwor
or allow anyone else to use your password, for any reason. You are solely responsible for the security of your user name and
password and any activity that occurs under your membership account, whether authorized or unauthorized. Toluna will not be
responsible for any losses incurred through the use of your password by a third party, except when unauthorized use is directly
attributable to the gross negligence or fraud of Toluna. You agree to immediately notify Toluna of any unauthorized use or breac
of your member account.
Should you forget your password, you may request an e-mail to reset your password using your username so that you can
regain use of your account and an email will be sent to the e-mail address we hold in your member profile.
By joining as a member of Toluna's panels, you agree to receive invitations to participate in Surveys via e-mail. Toluna does not
guarantee that you will receive a certain minimum volume of invitations or any invitations at all. Your participation in any Survey
and your disclosure of any personally identifiable information is completely voluntary and so whether you accept or reject any
invitations to participate in surveys is entirely up to you and we will not penalize you for refusing to accept any such invitations.
Relationships
You are responsible for providing any computer equipment and communications services necessary to connect to and access
this Site. You agree that neither your membership in a Toluna panel nor your completion of any Surveys for Toluna and its client
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create any agency, partnership or employment relationship, and that your completion of Surveys is strictly as an independent
contractor. You also agree the Points or other incentives you receive for completing Surveys are the only compensation you wil
receive for your completion of Surveys.
Code of Conduct Members:
Toluna is an online community dedicated to making your voice heard and allowing you to tell leading providers of products and
services what you think. When you use and post content to the Toluna Site or our community we ask that you observe the
following rules:
Be courteous and respect the opinions of others and behave in a manner that supports a safe and comfortable environment
for all members.
Do not post any of the following:
Personal information (including any financial information)
Material that advocates illegal activity
Political, religious or ideological beliefs.
Personal attacks or anything obscene, vulgar, illegal, harmful, insulting, threatening, abusive, harassing, defamatory,
libelous, untrue, misleading or invasive of someone else's privacy (including "jokes" that may be misconstrued).
Advertising and solicitations - do not use any community areas to buy or solicit for goods, services, or money, or to
advertise or sell products or services to others. For example, do not post any advertising, referrals, promotional materia
junk mail, "spam", chain letters, pyramid schemes or any other form of solicitation.
Any content that infringes any patent, copyright, trademark, trade secret or other intellectual property rights of another. I
this regard if you do wish to post images on our site please make sure that the images you upload are free to use (for
example from websites like pixabay) or even better, use your own photos and images instead.
Any statements that express or imply that any actions you take are endorsed by Toluna or our clients.
Do not take any Survey other than in good faith, such as providing false answers or speeding through a survey or answering
each question the same way. Toluna reserves the right to withhold awarding Points to you if, in Toluna's reasonable view, yo
Survey responses are untruthful or not well considered.
Do not use your Toluna account outside of the country you registered in. The surveys we offer are related to the country you
signed up in, asking questions that are relevant to you. Accessing your account and taking surveys out of the country of
registration can be seen as fraudulent and may result in termination of your membership. This also applies if you go on
holidays.
Do not use a VPN, proxy, Tor or any type of masked connection/software.
Avoid using shared wifi networks. This will allocate you the same IP address as other people on the network, that might also
use a Toluna account, and this could potentially be flagged as using multiple accounts.
Make sure your device settings reflect the country and language you are registered in.
Do not access or use any part of the Site for anything other than your personal, non-commercial use.
Do not access or use any part of the Site in any way that may violate any applicable provincial, federal, or international laws,
regulations, or other governmental requirements and/or regulations, treaties or tariffs.
Do not resell, barter, trade or otherwise attempt to generate income by providing access to your Toluna Points to others.
Do not impersonate any individual or entity, including, without limitation, a Toluna employee, agent or client, or other Toluna
members or otherwise misrepresent your affiliation with any person or entity, including by "framing" any portion of this Site to
make it look like you have a relationship with us or that we have endorsed you for any purpose.
Do not attempt to circumvent the Toluna Points system, including by requesting rankings from other members or posting
content which does not respond to or posing any questions in order to garner points.
Do not publish or make reference in any media to any Survey or Site content without our prior written permission.
Do not collect or store any personal information about other members.
Do not attempt to access any service or area of the Site that you are not authorized to access.
Do not use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract
data.
Do not send to or otherwise impact us or this Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive
code such as a virus, "spyware", "adware" or other code that could adversely impact this Site or any recipient or take any
action, such as a denial of service attack, that might impose a significant burden on this Site's infrastructure or interfere with
the ordinary operation of this Site.
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Do not re-post on the Site any statements you receive from the Toluna help desk.
Do not communicate with the Toluna help desk in a manner which is obscene, vulgar, harmful, insulting, threatening, abusive
harassing, defamatory, libelous, untrue or misleading.
Do not, under any circumstances, contact Toluna's clients or the sponsor of any survey.
Do not engage in any other activity that the Company reasonably deems improper or abusive.
Failure to comply with this Code of Conduct may result in termination of your membership account and forfeiture of any Points.
Uploading content to the Site
Whenever you make use of a feature that allows you to upload content to our Site, you must comply with the content standards
set out in our Content Rules (see below).
Any content you upload to our Site (“User Content”) will be considered non-confidential and non-proprietary. You retain all of yo
ownership rights in your User Content, but you grant us and other users of the Site (such as our clients) a non-exclusive license
to use, store and copy that User Content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by
you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the User Content or the accuracy of any User Content posted by you o
any other user of our Site.
We have the right to remove any post you make on our Website if, in our opinion, your post does not comply with the content
standards set out in our Content Rules. In particular when posting images please make sure that they are either your own
images or you have the right to post them, for example by using free image sites such as pixabay.
The views expressed by other users on our Website do not represent our views or values.
Rules on uploading your content (including images) (“Content Rules”)
If you upload any User Content to the Site, you agree to comply with the following terms of use at all times:
You must not post or upload any User Content or use the Site in a way that violates any law (including any copyright laws).
You must not post or upload any personal information about other individuals, including any photographs or video footage of
them, without their full and clear consent for such personal information being (a) posted/uploaded to the Site, and (b) used b
us and our clients in accordance with these Terms (and the Privacy Policy ).
You must not post or upload any User Content or use the Site in a way that is offensive, threatening, defamatory, vulgar,
obscene, harassing, false, misleading or unreliable, or that brings or is likely to bring us, the Site or our clients into disrepute
You agree not to contribute User Content that will infringe another organization's or person's rights (including intellectual
property rights and rights of privacy). You agree that you have all the necessary rights and permissions to publish the User
Content you submit to the Site.
We may moderate and review any User Content that is submitted to be posted or is automatically posted/uploaded to the
Site. However, we accept no responsibility for any User Content and reserve the right to remove/edit any User Content at an
time.
You are wholly responsible for all User Content posted by you on the Site (including, but not limited to, emails sent by you in
connection to the Site).
Please let us know immediately by contacting us at https://www.toluna.com/contactus if any of these rules are broken by
you or other users.
We reserve the right to remove or edit, or require you to edit, User Content posted to the Site at any time.
Any User Content you post to the Site may be used by us for any purpose subject to the Privacy Policy .
To the extent permitted by law, you hereby indemnify us against all losses, damages, proceedings, actions, legal costs and
disbursements, expenses and any other losses or liabilities arising from your posting of User Content, or use of the Site, or
your breach of these Terms.
In the event that we are notified by a third party that User Content that you have uploaded to the Site infringes the intellectual
property rights of a third party, then we reserve the right to release your identity and contact details to that third party for the
purpose of them taking enforcement action against you without notice to you.
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You acknowledge and agree that we can release your details to such third parties under any relevant exemptions available to u
pursuant to applicable data protection legislation for the purposes of that third party taking such enforcement action and you
hereby waive any rights you may have against Toluna in connection with such disclosure.
Confidentiality of Surveys
Toluna’s clients may disclose confidential, commercially sensitive and/or proprietary information and materials to you as part of
Surveys, and such information and materials shall remain the sole and exclusive property of its owner. This confidential
information may include, but is not limited to, new services, new product ideas or concepts, packaging concepts, advertising an
movie or television concepts or trailers, and the text, visual images and sounds related thereto. By becoming a member, you
agree that you will keep the contents and materials disclosed to you as part of all Surveys in which you participate confidential
and not disclose them to any third party or use the confidential information for any purpose except for the sole purpose of
completing the Survey. If you breach this obligation, in addition to forfeiture of your Points and termination of your account, you
may be liable for monetary damages to Toluna and/or our client for damages caused by the result of your breach.
Member Content and License
You hereby grant a non-exclusive, perpetual, unlimited, worldwide, royalty-free license to Toluna to use for any purpose any
content you submit to this Site, including the right to edit, copy, transmit, publish, display, modify, distribute , create derivative
works from and develop such content and to transfer such content to third parties. You, not Toluna, will have sole responsibility
and liability for all content you use, upload, post or submit to the Site, including on our message boards and in any Surveys in
which you participate, including the obligation to obtain any necessary approvals and authorizations required to post such
content.
Toluna Points
What are Points?
Toluna values our members' opinions, and to show our appreciation, Toluna offers incentives in the form of credits called “Point
which are credited to your account maintained by Toluna. Points are redeemable for cash or rewards as specified and subject to
the terms below.
Earning Points
Your ability to earn points is not time-based and we will only award you points, which will be deposited into your account in retur
for your participation in activities authorized by Toluna, which includes, but are not limited to, registration as a panelist, completio
of demographic profiles and completion of qualitative or quantitative marketing research activities performed by Toluna, and onl
in accordance with the specific incentives offered for each activity.
Toluna is dedicated to providing quality data to our clients. To ensure this level of quality, please note that you might not qualify f
all Surveys, in which case, the Survey will close and you will not receive Points. The reasons you might not qualify include, but
are not limited to:
You must not post or upload any User Content or use the Site in a way that violates any law.
Your profile not corresponding to our client's target audience
Discrepancy in logical suite of responses
Untruthful responses or false answers
Inappropriate or abusive replies
Going too quickly through the questions to properly consider your answers
Lapse in attention leading to failed quality checks
You may earn Points as follows:
Survey Completion: Earn Points for each Survey you qualify for and complete. Points awarded vary by survey.
Personal Interest Survey ("Profile") Completion: Panelists can earn additional Points by completing the Profiles. Each
completed Profile is worth an additional 100 Points.
The timing of credits for points depends on the Survey. For some Surveys, credits are applied within a few days; for others,
the credits are applied after the Survey has closed.
Toluna will maintain a record of the Points credited to and debited from your account and you can check the status of your
account online by logging in and checking the "Your Points" tab. Although Toluna makes every effort to ensure that accounts
are credited correctly, it is your responsibility to verify that your Points have been credited properly. If you feel the incentive
amounts credited to your account are incorrect, you must contact Toluna by email within sixty (60) days following our alleged
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error and explain in full the basis of your dispute, attaching any relevant information which offers evidence of the
discrepancy. Upon receipt of your notice, we will investigate your claim and notify you of our decision to adjust or maintain th
amount of Points credited to your account, as we deem appropriate, within thirty (30) days. If we need additional time to
decide your claim, we will notify you and will endeavor to render a decision as soon as reasonably practicable. Any decision
by us with regard to such a claim will be final.
Redeeming Points
You can spend your Points at any time by going to the "Rewards" tab on the main page. Points awarded are not time-based
but are only awarded for Survey completion, Profile completion, and other participation on this Site.
Points automatically convert to cash values whenever you request a payment. In our current model, 3,000 points is equivale
to $1.00. Alternatively Points can be converted to a voucher.
Vouchers/Coupons
If you request a voucher, Toluna will make the voucher code available via electronic means within 3 weeks of your request.
Electronic vouchers (e-vouchers) will either be sent to your Toluna account or to the email address within your member profi
in your account.
Please make sure that we have your correct email address to avoid any delays in delivery.
Any request to resend a missing voucher must be made within 3 months from when the voucher was originally sent. Toluna
will not process any orders after the expiry of this 3-month time limit.
Cash Payments
PayPal requests for cash payment will be credited directly to the PayPal account indicated in your account at the time within
weeks. It is your sole responsibility to keep such information current.
All rewards are subject to change as may be necessary to comply with applicable laws or regulations and we reserve the rig
to voice vouchers where such laws or regulations dictate that we must do so.
Expiration of Points
When Points are credited to your account they will remain valid for one year (12 months) from the date they are earned. If
after this period the Points have not been used, they will automatically expire and be deleted from your account. This
deduction will always occur towards the end of the month, usually on the 28th day. For example, if you earned Points on
March 15, 2021, they will be removed from your account on March 28, 2022, if they are still in your account. Points cannot b
redeemed after the expiration date.
In addition, all of your Points will immediately expire and be forfeited in the event that you cancel your account at Toluna or if
your account becomes "inactive." To be an active member means that you have joined Toluna and participated in a Survey o
other activity on this Site within 12 months of your initial registration or within the preceding 12 months. Toluna will not provid
you with any notice of the cancellation and forfeiture of any of your Points. Toluna reserves the right to amend these
cancellation and forfeiture rules in its sole discretion.
Misconduct, Fraud and Correcting Account Errors
Toluna retains the right to monitor all member activity within Toluna Points. If you have violated our Code of Conduct above,
in the event that your account shows signs of fraud, abuse or suspicious activity, your member account may be terminated
and you may forfeit all accumulated Points. If you have conducted any fraudulent activity, then subject to local applicable law
Toluna reserves the right to take any necessary legal action and may have grounds to confiscate any rewards redeemed as
result of such activity. In addition, if allowed by law, you may be liable for monetary losses to Toluna, including litigation costs
and damages, and you will not be allowed to participate in Toluna Points in the future.
If your account does not accurately reflect your Point balance, Toluna reserves the right to correct such errors. If you have
been awarded Points in error or you believe that your member account has been the subject of suspicious activity, please
contact Toluna immediately. If it is determined that you have been the victim of fraud, the Points you have earned will be
transferred to a new member account.
Transferability
Points have no cash value, and may not be assigned, transferred and/or pledged to any third party. You have no property
rights or other legal interests in any Points granted pursuant to the Toluna Points Program.
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Toluna Points Program Duration & Changes to Rules
Any revisions to the Points Program may affect your ability to use any Points you accumulate. If the Points Program is
terminated or your membership is terminated by Toluna other than as a result of your breach of these Terms, you will only
have 30 days from such termination date to redeem all your accumulated Points. If there is a modification to the Points
Program, we will endeavor to notify you; however, Toluna will not be responsible if you do not learn of the modification. The
rewards offered and Point levels required for specific rewards are subject to change without notice. All rewards are subject to
availability.
Toluna Intellectual Property
This Site is protected by intellectual property laws and you agree to respect them. All rights not expressly granted to you are
reserved by Toluna or its licensors.
The "TOLUNA", "TOLUNA INFLUENCERS logos and the marks "TOLUNA", "TOLUNA INFLUENCERS" and "TOLUNA.com
are trademarks or registered trademarks of Toluna or its affiliates. All other trademarks, service marks, logos and trade name
used on this Site is the property of Toluna or their respective owners or are owned by third parties but used by Toluna with th
owner's consent.All rights are reserved.
For the purposes of this paragraph, "Content" means (without limitation) all text, design, graphics, images, sound files,
animation, video, interfaces, software, code and the selection and arrangement thereof appearing or included from time to
time on this Site. All Content on this Site is subject to intellectual property rights, contractual or other protection. The
intellectual property rights are owned by us or our licensors. No Content may be copied, distributed, republished, uploaded,
posted or transmitted in any way except pursuant to the express provisions of these Terms or with our prior
consent. Modification or use of the Content for any other purpose may violate intellectual property rights. No right to use the
Content is granted to users and – all titles and/or rights remain with us. This Site is © TOLUNA. All rights reserved.
Disclaimer of Warranties
By utilizing the Toluna Points Program, you acknowledge and agree that Toluna is not a bank or any other kind or form of
financial institution and that "Points" credited to your account are not actual cash deposits, do not earn interest, and are only
accounts entries that entitle you to the amount of the credited Points if you redeem them in accordance with these terms of
use. You further agree that you may only redeem the amounts in your account in the manner and according to the procedure
described in these terms of use, which we may amend from time to time. Toluna is not responsible for the actions of any third
party, such as the issuers of any gift cards, vouchers or other rewards redeemable for Points.
You expressly agree that your use of this Site and the Toluna Points Program is at your sole risk. You agree that this Site, all
information on this Site, the services offered by this Site and the Toluna Points program are provided by Toluna or its corpora
parents or affiliates, successors or assigns, suppliers or agents, "AS IS" and "AS AVAILABLE ." Toluna is not responsible for
typographical errors regardless of source. In addition, Toluna does not represent or warrant that the information accessible o
this Site is accurate, complete, or current. You hereby release Toluna and its affiliates and third party providers from all liabilit
regarding the redemption and use of any rewards, including any rewards that, after receipt, may be lost, stolen or destroyed
TO THE FULLEST EXTENT ALLOWED BY LAW, TOLUNA DISCLAIMS ALL WARRANTIES, CONDITIONS AND DUTIES,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES OR
CONDITIONS OF: (a) MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE O
USE, RESULTS, ACCURACY OR COMPLETENESS; AND (b) CREATED BY TRADE USAGE, COURSE OF DEALING OR
COURSE OF PERFORMANCE.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU SHARE YOUR PERSONAL DATA, INCLUDING IMAGES AND YOUR
USER PROFILE INFORMATION WITH OTHER USERS OF THE SITE AND/OR PUBLICLY, WE EXCLUDE ALL LIABILITY
AS TO THE SECURITY OR CONFIDENTIALITY OF SUCH INFORMATION.
TOLUNA FURTHER DISCLAIMS ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED T
REASONABLE CARE, WORKMANLIKE EFFORT, FREEDOM FROM COMPUTER VIRUS, AND LACK OF
NEGLIGENCE. TOLUNA FURTHER MAKES NO WARRANTY IN RESPECT OF YOUR ENJOYMENT OF ANY ASPECT O
THE SITE.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER TOLUNA NOR ANY OF OUR AFFILIATES
OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,
CONSEQUENTIAL OR SIMILAR GENERAL DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, LOSS OR
IMPAIRMENT OF PRIVACY, SECURITY OF DATA, FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO
ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER
SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT
OF THE ENTIRE AGREEMENT OR THIS SITE, EVEN IF TOLUNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
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DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT
LIABILITY OR MISREPRESENTATION.
IN NO EVENT SHALL THE LIABILITY OF TOLUNA, ITS CORPORATE PARENTS OR AFFILIATES, SUCCESSORS OR
ASSIGNS, SUPPLIERS OR AGENTS EXCEED THE ACTUAL RETAIL VALUE OF AN APPLICABLE REWARD AT ISSUE,
OR IF A DISPUTE RELATES GENERALLY TO YOUR USE OF THE POINTS PROGRAM, TO THE FAIR MARKET RETAIL
VALUE OF THE REWARDS WHICH YOUR UNUSED, UNEXPIRED, NON-CANCELED POINTS ARE CONVERTIBLE
INTO.
Indemnification
To the fullest extent allowed by law, you agree to indemnify and hold Toluna, and its parent and affiliated companies, togethe
with their officers, directors, owners, employees and agents harmless from any and all claims, losses, damages, suits, fines,
levy's and costs (including reasonable attorney's fees and expert witness costs, including costs associated with in-house
counsel), (collectively "Claims"), arising from or related to your use of this Site and any content you place on this Site,
including Claims made by third parties. You agree that Toluna has the unlimited right to defend any claim and settle any claim
without your prior permission. You agree to provide Toluna with all reasonable assistance in the defense of any claim.
Canceling Your Account
You may cancel your account at any time by contacting Toluna at https://us.toluna.com/contactus or by going to “Account
details” underneath your profile picture and selecting "Unsubscribe Options" on the bottom left hand corner, then completing
the process by selecting the option “cancel your account”. Your account will also be canceled if you withdraw from the Toluna
panel. Immediately upon deletion or your withdrawal from the Toluna panel, your account will be closed. You understand and
agree that, as noted above, upon closing your account, your right to access the Toluna Points program will cease and all
Points credited to your account at such time, however and whenever accumulated, will be forfeited. Toluna may terminate
your account at any time for any reason.
Tax Liabilities
You may be required under local laws to pay taxes on prizes you receive. You acknowledge that we may supply information
taxing agencies, or withhold taxes, at the request of those agencies or as we, in our sole discretion, deem appropriate. You
acknowledge and agree that you will provide Toluna with any additional personal information that Toluna needs to comply wi
any reporting or withholding obligations. Your failure to provide such information within 30 days of a request sent by Toluna to
the email address registered at that time may result in the forfeiture of Points or the prizes you may have won.
Links
Toluna may provide links to third-party websites as a convenience to you, and Toluna's provision of any link does not
constitute an endorsement by such site of Toluna or vice versa. You agree that Toluna is not responsible for examining or
evaluating the content or accuracy of these sites and Toluna does not warrant and will not have any liability or responsibility f
any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will
not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Toluna is not
any way responsible for any such use by you.
Notices
Notices to You: We may give you all notices that we are required to give by posting such notices on this Site. You also agree
that we may give notice by email at our discretion, including notice of subpoenas or other legal process (if any). We may
provide notice to any email or other address that you provide during registration. You agree to keep your address current an
to check for notices posted on the Site.
Notices to Us: We receive many emails and not all employees are trained to deal with every kind of communication, so you
agree to send us notice by mailing it to Toluna SAS, 5 avenue du château, 94300 Vincennes, France Attn. Team Panels.
Entity Agreement; Miscellaneous.
These Terms, including items incorporated into them (eg, the Privacy Policy), as well as any additional terms or conditions
contained on the Site for particular activities, and disclosures provided by us and consents provided by you on the Site
(collectively, the "Entire Agreement"), constituting the entire agreement between us and neither party has relied on any
representations made by the other that are not expressly set forth in the Entire Agreement. If any provision of the Entire
Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable it shall be deemed modified to
the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under sha
not affect the validity and enforceability of the rest of these Terms and the remaining provisions will remain in full force and
effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with
respect to a breach does not waive our right to act with respect to subsequent or similar breaches, and time is of the essenc
of the Entire Agreement.
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To the fullest extent allowed under applicable law, you hereby waive your right to bring any class action lawsuits against
Toluna with respect to any matter. You hereby acknowledge and agree that in the event you believe you have any grounds,
however so ever arising, to take action against Toluna, such action will be commenced by you alone and in your own name.
This Site is controlled by us from our offices within the United States of America and is directed to US users. If you choose to
access this Site from locations outside the US, you do so at your own risk and you are responsible for compliance with
applicable local laws. You may not use or export anything from the Site in violation of US export laws and regulations or the
Entire Agreement.
Notice of Copyright Infringement
Toluna respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their
work has been reproduced on this Site in a way constituting copyright infringement may provide a notice to our Group Gene
Counsel containing the following:
An electronic or physical signature of the copyright owner or a person authorized to act on behalf of the owner of the
copyright
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing and information sufficient enough to permit us to locate the
material;
The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
A representation that the complaining party has a good faith belief that the use of the material in the manner complained
of is not authorized by the copyright owner, its agent, or the law;
A representation that the information in the notice is accurate, and if applicable that the complaining party is authorized
act on behalf of the owner of the right that is allegedly infringed.
Copyright infringement claims and notices (but not other notices) should be sent to the attention of the Group Head of Legal
the following manner:
by mail: Toluna UK Limited, Ealing Cross, 85 Uxbridge Road, London W5 5th Attn. Group Head of Legal
by email: [email protected]
Complaints and Feedback on Surveys
If you have a complaint of any nature, or if you have an issue with the content of any survey, you should contact us
at https://www.toluna.com/contactus or at Toluna SAS, 5 avenue du château, 94300, Vincennes, France. In particular, you
should not contact any of Toluna's clients or the sponsors of any survey's directly, under any circumstances.
If you have any other complaints, you may contact us at 501 Merritt 7, 6th Floor, Norwalk, CT 06851, USA Attn. Team
Panels. If you are a resident of California, you may also reach out to the Complaint Assistance Unit of the Division of
Consumer Services of the Dept. of Consumer Affairs who may be contacted at 400 R Street, Sacramento, CA 95814 or (800
952-5210.
Release of Liability:
Toluna and any partners and clients affiliated with Surveys are not in any way liable for lost, late, or misdirected entries or for
any damage or loss resulting from a) technical errors related to computers, servers, providers, or telephone or network
lines; b) printing errors; or c) injury or damage to property which may be caused, directly or indirectly, in whole or in part, from
receipt of any prize. Taxes and additional shipping, handling and delivery fees in excess of the prize amount, if any, are the
sole responsibility of the prize winner. By accepting the prize, the winner waives the right to assert as a cost of winning said
prize, any and all costs of redemption or travel to redeem said prize and any and all liability that might arise from redeeming
seeking said prize.
Winner also accepts sole responsibility for any miscellaneous costs relating to the acceptance of this prize. Except where
prohibited, acceptance of the prize constitutes the winner's consent to use his or her name, likeness, and biographical data f
advertising and promotional purposes without additional compensation. If the winner does not want to authorize the use of h
or her name for the likeness of advertising and promotional purposes, he or she must inform Toluna at the time of notification
conduct
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Toluna reserves the right, at its sole discretion, to terminate a member account of any individual it finds to be: a) tampering o
attempting to tamper with any Toluna website; b) violating the terms of service, conditions of use and/or general rules or
guidelines of any Toluna property or service; or c) acting in an unsportsmanlike or disruptive manner, or with the intent to
annoy, abuse, threaten or harass any other person.
Termination of your account
If your membership or your access to the Site is terminated or suspended for any reason, you must not access the Website
without our prior written consent.
This Site is hosted by:
Toluna USA, Inc.
501 Merritt 7, 6th Floor
Norwalk, CT 06851 USA
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About Us
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Terms of Use | Prodege : Prodege
Terms of Use
United States
Last updated effective July 1, 2024
Table of Contents
Terms of Use: United States
NOTICE OF ARBITRATION PROVISIONS
Introduction
1. Use of Prodege Sites and Features and
our Services
2. Permitted Users
3. Rewards Programs
4. Sweepstakes, Contests and Promotions
5. Intellectual Property
6. Reporting Copyright Infringement DMCA Policy
NOTICE OF ARBITRATION PROVISIONS
Your use of the Prodege Sites and Features and our Services
(both as defined below) is subject to binding individual
arbitration of any disputes which may arise, including a class
action waiver, as provided in Section 11 of these Terms of
Use. Please read the arbitration provisions carefully and do
not use any of the Prodege Sites and Features or our Services
if you are unwilling to arbitrate any disputes you may have
with us (including without limitation any disputes relating to
these Terms of Use and our Privacy Policy) as provided
herein.
Introduction
Prodege, LLC, a California limited liability company, (together with
any affiliates, the “Company”) owns and operates a number of
different websites, mobile applications, and interactive services,
7. User Conduct
8. Communications Channels
9. Disclaimer of Warranties, Limitation of
Liability, and Indemnification
10. Compliance with FTC Guides on
Endorsements & Testimonials
11. Binding Arbitration of all Disputes and
Claims
including without limitation Swagbucks, MyPoints, InboxDollars,
Upromise, CouponCause, Swagbucks Daily Trivia,
MyGiftCardsPlus, ySense, Tada, Pollfish, Poll Pay, Easy Bucks,
Gopinion, BitBurst, AdGate Media, Playtime Perks, Prodege.com,
and others (collectively, the “Prodege Sites”). If you reside in the
United States, these Terms of Use (“Terms”) apply to the Prodege
Sites and to all of the features, Internet browser extensions,
emails, text (SMS) messages, online services and other
12. Tax Matters
13. Notification of Changes
14. Authorized Jurisdictions
15. Excluded Users and Territories
16. Miscellaneous
functionalities (collectively, the “Features”) available via or related
to the Prodege Sites, whether accessed via a computer, mobile
device or other devices you use (each a “Device” and collectively,
“Devices”), or otherwise (collectively, the “Prodege Sites and
Features”), and all services available on or through the Prodege
17. Contact Us
Sites and Features (“our Services”). These Terms are a legal
agreement between you and the Company. By using any of the
Looking for Customer
Support?
Find the Help Centers
Below:
Swagbucks
MyPoints
Tada
InboxDollars
Upromise
ySense
Prodege Sites and Features or our Services, or clicking to “Accept”
or otherwise agreeing to these Terms where that option is made
available to you, you agree to be bound by these Terms. If you do
not agree to these Terms, please do not register with or use
any Prodege Sites and Features or our Services. You also
acknowledge that you have had the opportunity to review our
standalone Privacy Policy, and you consent to our collection, use
and disclosure of your personally identifiable information in
accordance with the Privacy Policy. We may post additional terms,
official rules, agreements, or guidelines that apply to certain
Prodege Sites and Features or our Services, including, without
limitation, the CLO Terms for card-linked offers,
the MyGiftCardsPlus.com Terms of Sale for purchases on
MyGiftCardsPlus.com, and the Upromise Member Agreement for
Upromise members (“Additional Terms”), and you may be subject
to such Additional Terms when you access those Prodege Sites
and Features or our Services. When you are using any Prodege
Sites and Features or our Services that are subject to Additional
Terms, all references herein to these Terms include the Additional
Terms. In the event of any conflict between the Additional Terms
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and these Terms, these Terms shall prevail unless expressly
otherwise stated in the Additional Terms, which are intended to
supplement, but not replace, these Terms. If you have any
questions or concerns regarding these Terms or any Additional
Terms, please contact us as provided in Section 17 below.
1. Use of Prodege Sites and Features and our
Services
You agree to use the Prodege Sites and Features and our Services
only for purposes that are permitted by these Terms and any
applicable law, regulation, or generally accepted practices in the
relevant jurisdictions. Subject to all of the provisions of these
Terms, the Company hereby grants you a limited, terminable, nontransferable, personal, non-exclusive license to access and use the
Prodege Sites and Features and our Services solely as provided
herein. You may download material displayed on the Prodege Sites
and Features for non-commercial, personal use only, provided you
do not remove any copyright and other proprietary notices
contained on the materials. You may not, however, distribute,
modify, broadcast, publicly perform, transmit, reuse, re-post, or use
the content of the Prodege Sites and Features, including any text,
images, audio, or video, for public or commercial purposes without
the Company’s prior written permission. Notwithstanding anything
to the contrary herein, all rights not specifically granted in the
license set forth above shall be reserved and remain always with
the Company. Your right to use the Prodege Sites and Features
and our Services is not transferable. You acquire no rights or
licenses in or to the Prodege Sites and Features and materials
contained therein other than the limited right to access and utilize
the Prodege Sites and Features and our Services in accordance
with these Terms. If you are accessing the Prodege Sites and
Features via any of our applications available via third parties
including, without limitation, Apple, Inc.’s “App Store” or Google,
Inc.’s “Google Play” store, you acknowledge and agree that these
Terms are entered into by and between you and the Company only,
and that none of the foregoing third parties are party to these
Terms, and they are not sponsors of, nor in any way affiliated with,
the Prodege Sites and Features or any of our Services.
2. Permitted Users
We prohibit anyone from using the Prodege Sites and
Features or Services who is under thirteen (13) years of age
(or, if greater than 13, the minimum age applicable in your
jurisdiction). If you are under the age of eighteen (18) (or the
legal age of majority in your jurisdiction), you represent by
accessing the Prodege Sites and Features or our Services that you
have your parent’s or legal guardian’s approval to access them. If
we receive actual notice that you are under the age of 13 (or the
applicable minimum age in your jurisdiction) or lack parental
approval (where required by law), we will terminate your access to
the Prodege Sites and Features and Services, deactivate your
account, and delete your data. Some offerings on the Prodege
Sites and Features and some of our Services may also be subject
to additional age or parental consent restrictions. By using the
Prodege Sites and Features or Services, you confirm, represent,
and warrant that:
you are able to form a binding contract with the Company;
you are not subject to the prohibitions described in
Excluded Users and Territories (Section 15) of these Terms;
you will comply with these Terms (including any Additional
Terms) and all relevant local, state, national, and
international laws, rules, and regulations.
If you are the parent or legal guardian of a user under the age of
eighteen (18), by allowing your child to use the Prodege Sites and
Features and our Services, you are subject to these Terms and
responsible for your child’s related activity.
3. Rewards Programs
A. Overview. The Company may offer one or more rewards
programs (“Rewards Programs”) under which you may have the
opportunity to receive points (in the Swagbucks.com program,
such points are called “SB”, and in the MyPoints.com program,
they are called “Points”) or other credits (collectively, “Rewards”)
related to your participation in or interaction with various
advertising, content, shopping opportunities, special offers,
surveys, coupons, location-based deals, and other Rewards
opportunities (collectively, “Offers”). Regardless of whether they
are expressed as points or dollar amounts, Rewards have no cash,
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monetary, or other value and are only redeemable for gift cards or
other prizes or redemption methods as may be offered by the
Rewards Program from time to time (collectively, “Redemption
Prizes”), subject to these Terms and the Rewards Program
redemption requirements at the time of redemption.
B. Suspension or Termination of your Participation. The Company
may limit, suspend, or terminate your ability to participate in a
Rewards Program, and may suspend or void any Rewards or
potential Rewards you may have received or accumulated in a
Rewards Program but not yet successfully redeemed, if we
determine in our sole and absolute discretion that you have not
complied with these Terms, require an uncommon or excessive
level of customer support, or otherwise are not using and receiving
the Rewards Program benefits in a mutually satisfactory way
consistent with the typical member. You agree to abide by the final
and binding decisions of the Company regarding any Rewards
Program and your participation in it. We reserve the right to
change, suspend, or cancel all or a portion of a Rewards Program,
including any unredeemed Rewards, at any time, without prior
notice or compensation to you.
C. Receiving Rewards. You may receive Rewards in a Rewards
Program by participating in various Offers, as described in the
applicable Rewards Program. Subject to the other provisions of
these Terms, the Company will deposit any Rewards for Offers that
you choose to participate in and successfully complete into the
account that you established when you joined the Rewards
Program (the “Account”). Rewards are deemed successfully
completed once you have fully and properly satisfied all of the
requirements of the Offer in the manner specified in the Offer
(including any time limitations or waiting periods for acceptance or
completion of the Offer) and in compliance with these Terms, and
the Company and/or our third-party Rewards Program partners are
able to properly validate, track and record that you have done so.
In connection with any request to receive credit from Customer
Support for completing an Offer that did not credit automatically, we
may require you to initiate your support request from your Rewards
Program ledger to ensure proper handling and tracking for
completion via our systems. For avoidance of doubt, the Company
shall not be responsible for, nor shall the Company be obligated to
award Rewards to you for, any Offer that is not properly recorded,
tracked, validated and/or deemed a successfully completed
Reward under the Company’s and/or our third-party Rewards
Program affiliates’ policies, procedures, and systems. In some
instances, the Company’s third-party Rewards Program affiliates,
rather than the Company, may make the final determination of
whether an Offer has been successfully completed and thereby
should result in a Reward. Please be sure to review all applicable
terms of Offers and Rewards before deciding whether you would
like to participate. We also reserve our right to: (1) change or limit
the Offers or Rewards available or your ability to participate in
certain Offers or the Rewards Program itself, (2) change or limit the
eligibility for or allowable frequency of Offers, and (3) change or
limit the number or type of Rewards you can receive for a given
Offer or during a given time period, including, without limitation, the
right to correct any inadvertent error in the number or type of
Rewards awarded and to claw-back any unearned or unqualified
Rewards deposited in your Account as a result. All such changes
or limitations shall apply to all past, present, or future Rewards,
unless otherwise expressly stated.
D. Redeeming Rewards. Subject to the other provisions of these
Terms, you may redeem accumulated Rewards in your Account for
Redemption Prizes pursuant to the applicable Rewards Program
redemption requirements at the time of redemption. Supplies of
Redemption Prizes may be limited. Redemption Prizes may be
awarded or redeemed on a first-come, first-served, and whilesupplies-last basis. If you attempt to redeem Rewards for a
Redemption Prize and the Company determines that the
Redemption Prize is unavailable, out of stock, or for whatever
reason cannot be provided to you, the Company may, in our sole
and absolute discretion, provide you with a Redemption Prize of
equal or greater value. No re-crediting, reversal, or refund of
Rewards will be issued for any reason after Rewards have been
successfully redeemed; in other words, once you order and receive
a Redemption Prize, you may not reverse or cancel the
Redemption Prize transaction or return the Redemption Prize for a
refund or re-crediting of Rewards to your Account. The only way to
use Rewards is to redeem them for such Redemption Prizes as the
Company may elect to offer from time to time for the applicable
Rewards Program.
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E. Verifying Identity and Eligibility. The Company also reserves the
right to verify your identity to our complete satisfaction prior to
crediting or allowing redemption of any Rewards, issuing, or
delivering any Redemption Prizes in any Rewards Program, or
otherwise providing you with access to or any benefit associated
with the Prodege Sites and Features, our Services, or your
Account. The Company implements such verification requirements
to confirm, preserve and protect the security of the Prodege Sites
and Features, our Services, and your Account from unauthorized
access and security threats. We may do so by requesting—either
directly or indirectly via a third-party verification service—that you
provide an image of your passport, driver’s license, or state ID
card, by requiring you to verify the mobile phone number
associated with your Account, or by such other proof of identity or
eligibility as we may require. Some of our Services or Redemption
Prizes may have additional eligibility requirements and in that case
the Company also reserves the right to determine or verify your
eligibility using such methods as we deem appropriate. If you are
unable or unwilling to verify your identity in response to our
request, or if we have other reason to suspect your Account may
be compromised, insecure, or a threat to the Prodege Sites and
Features, our Services, or your Account, we reserve the right in our
sole and absolute discretion to temporarily or
permanently deactivate or deny or restrict access to your Account,
or any benefit associated with the Prodege Sites and Features or
our Services.
F. Delivery of Redemption Prizes. Redemption Prizes are
generally digital and delivered electronically to the email address
then associated with your Account or as otherwise provided in the
applicable Rewards Program, but in some cases may be physical
items mailed to the postal address associated with your Account.
Processing times may vary. Where we are unable to deliver a
Redemption Prize or it goes unclaimed for whatever
reason (including, without limitation, because of postal, shipping,
customs, or other legal duties, taxes, requirements, or
impediments), you hereby direct and authorize us, where possible,
to cancel or reverse the redemption for that Redemption Prize and
restore the associated Rewards to your Account in the applicable
Rewards Program, so that you can attempt to redeem such
Rewards again in the future; provided, however, that we shall not
be liable to you for any inability or failure to cancel or reverse the
redemption and restore the associated Rewards to your Account.
G. Rewards Have No Monetary Value and Are Nontransferable.
You agree and acknowledge that unredeemed Rewards in your
Account have no cash, monetary, or other value, remain the sole
property of the Company, and are only redeemable for such
Redemption Prizes as the Company may elect to offer in the
Rewards Program from time to time, subject to these Terms and
the Rewards Program redemption requirements at the time of
redemption.
H. Inactive Accounts. Any Account that has not met our minimum
activity standards for twelve (12) consecutive months or more may
be deemed inactive and the Account closed. Our minimum activity
standards require the Account holder to do at least one of the
following every 12 months: (i) login to the Account; (ii) redeem
rewards held in the Account; or (iii) post at least one (1) unit of
reward earnings from new activity that the holder initiates on the
Prodege Sites or Features. An Account holder may not meet “new
activity” standards by passively receiving Rewards for referrals
made—or similar recurring Rewards—from activities that the
holder initiated on the Prodege Sites or Features more than 12
months prior. We may modify our inactive Account rules and
policies in our Rewards Programs from time to time, and if your
Account becomes inactive pursuant to such then-current rules or
policies, we may close your Account accordingly, without any
compensation or further obligation to you regarding the closed
Account. If you have any questions or concerns regarding these
actions or wish to request Account reactivation (subject to such
terms, limitations, and requirements as we may impose from time
to time), please contact us as provided in Section 17 below.
I. Rewards Expiration. We may also adopt or modify our Rewards
expiration rules and policies for any past, present, or future
Rewards from time to time, and if your Rewards expire pursuant to
such then-current rules or policies, we may remove such Rewards
from your Account, without any compensation or further obligation
to you regarding the expired Rewards. If you have any questions or
concerns regarding these actions or wish to request re-crediting of
the expired points to your Account (subject to such terms,
limitations, and requirements as we may impose from time to time),
please contact us as provided in Section 17 below.
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J. Shopping Rewards. For shopping Rewards, we reserve the right
to request and verify receipts of completed purchases prior to or in
connection with the awarding of Rewards for shopping Offers in
order to verify with the applicable merchant that such purchases
are valid. If you return or exchange any products or cancel any
services for which you received Rewards, we reserve the right to
deduct any associated Rewards from your Account. If you received
Rewards based upon photos or scans of purchase receipts or
other materials (such as an itemized packing slip for online orders
to verify that you have completed the purchase and received the
items purchased), you must submit a legible photo or scan of the
original valid receipt or other materials, which cannot have been
altered in any way (as determined in our sole and absolute
discretion) and must be from a purchase that you paid for
personally. Failure or refusal to provide requested documentation
or proof of purchase is grounds for denying any Rewards credit.
K. Referral Program Rewards. From time to time, we may offer
special bonuses or incentives as referral Rewards for you to refer
others who successfully join and participate in our Rewards
Programs, using a personal referral code or URL, which shall be
governed by the current Referral Program terms for the applicable
Rewards Program. You agree to only provide us with email
addresses or other personal information of persons for referral
purposes with their knowledge and consent. You shall not be
eligible to earn referral Rewards if you invite other users who share
the same Device, if you create multiple accounts in an effort to
earn referral Rewards for inviting yourself, or if you otherwise
violate these Terms or the applicable Referral Program terms. If
you cannot produce proof satisfactory to us that referrals have
been made in accordance with these Terms and the Referral
Program terms, we may terminate your Account, withhold, or
rescind any referral Rewards, reverse or correct Rewards balances
in your Account, or take other remedial actions as we deem
appropriate.
4. Sweepstakes, Contests and Promotions
Any sweepstakes, contests, or promotions (collectively,
“Promotions”) that may be offered via any of the Prodege Sites
and Features or our Services may be governed by Additional
Terms, including but not limited to official rules, which may set out
eligibility requirements, such as certain age or geographic area
restrictions, terms and conditions, and details governing how your
personal information may be used. It is your responsibility to read
all Additional Terms to determine whether you want to or are
eligible to participate, enter or register in or for the Promotions. By
participating in a Promotion, you agree to comply with and abide by
such Additional Terms and the decisions of the sponsor(s) thereof.
5. Intellectual Property
You acknowledge that the Prodege Sites and Features have been
developed, compiled, prepared, revised, selected, and arranged by
the Company and others through the expenditure of substantial
time, effort and money and constitute valuable intellectual property
and trade secrets of the Company and others. It is our policy to
enforce these intellectual property rights to the fullest extent
permitted under law. The trademarks, logos, and service marks
(“Marks”) displayed on the Prodege Sites and Features are the
property of the Company or third parties and cannot be used
without the written permission of the Company or the third party
that owns the Marks. The Prodege Sites and Features are also
protected as a collective work or compilation under U.S. copyright
and other foreign and domestic laws and treaties. Users are
prohibited from using (except as expressly set forth herein),
transferring, disposing of, modifying, copying, distributing,
transmitting, broadcasting, publicly performing, displaying,
publishing, selling, licensing, or creating derivative works of any
content on the Prodege Sites and Features for commercial or
public purposes. Nothing contained herein shall be construed by
implication, estoppel or otherwise as granting to the user any
ownership interest in any Mark, copyright, patent, or other
intellectual property right of the Company or any third party. The
Company exclusively owns all worldwide right, title and interest in
and to all documentation, software, contents, graphics, designs,
data, computer codes, ideas, know-how, “look and feel,”
compilations, translations, digital conversions, and other materials
included within the Prodege Sites and Features and related to our
Services, and all modifications and derivative works thereof, and all
intellectual property rights related thereto.
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6. Reporting Copyright Infringement - DMCA
Policy
If you believe that any content, user-posted materials, or any other
material found on or through the Prodege Sites and Features or
our Services, including through a hyperlink, infringes your
copyright, you should notify us. To be effective, the notification to
us must be in writing and must comply with the following
instructions.
Written notices must be sent either:
electronically to [email protected] with subject line
“DMCA Takedown Request.” Emails sent to
[email protected] for purposes other than
communication about copyright infringement may not be
answered; or
via certified mail (with a confirmed receipt requested) to:
DMCA Notice, Prodege, LLC, 8605 Santa Monica Blvd.
PMB 36227, West Hollywood, California, 90069-4109,
USA; Attention: Copyright Agent.
Please do not use the [email protected] email address to
submit any requests or communications related to any topic other
than copyright notices, and any other requests or communications
submitted to that email address will be disregarded.
Each written notification must contain the following information to
be deemed a valid notice:
an electronic or physical signature of the person authorized
to act on behalf of the owner of the exclusive copyright
interest;
description of the copyrighted work that you claim has been
infringed;
description of where the material that you claim is infringing
is located on the Prodege Sites and Features that is
reasonably sufficient to enable us to identify and locate the
material (for example, a complete list of specific URLs);
your physical mailing address, telephone number and email
address;
statement by you affirming that you have a good faith belief
that the disputed use is not authorized by the copyright
owner, its agent, or the law; and
a statement by you that the information provided in your
notice is accurate and, under penalty of perjury, that you
are the owner of an exclusive right in the material or that
you are authorized to act on behalf of the copyright owner.
We will process each written notice of alleged infringement that we
receive and will take appropriate action in accordance with
applicable intellectual property laws. We have a policy of
terminating and/or blocking repeat infringers in appropriate
circumstances, in our sole discretion, subject to reasonable
limitations.
7. User Conduct
You agree that you will not engage in any activity or conduct that
interferes with or disrupts the Prodege Sites and Features or our
Services (or the servers and networks which are connected to our
Services) or use any service to manipulate your computer, mobile
phone, or other Device to gain any advantage on any of our
Rewards Programs. Unless you have been specifically permitted to
do so in a separate written agreement with us, you agree that you
will not reproduce, duplicate, copy, sell, trade, or resell our
Services for any purpose. You further agree that your use of the
Prodege Sites and Features and our Services shall not be
fraudulent, deceptive, or unlawful, as determined in our sole and
absolute discretion. You shall also comply with all usage rules and
guidelines found throughout the Prodege Sites and Features or our
Services. You agree to comply with the instructions set out in any
robots.txt file present on the Prodege Sites and Features and our
Services. Without limiting the generality of the foregoing, you agree
not to use the Prodege Sites and Features or our Services in any
improper manner, including to:
access (or attempt to access) any of our Services by any
means other than through the interfaces that we provide;
share a single Account with anyone else;
create or use multiple Accounts (i.e., only one Account is
permitted per person in each Rewards Program);
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maintain or use any false identity or multiple identities, or
otherwise fail to participate in our Services using your real
identity and accurate contact, demographic and other
information, including via the use of any technology (such
as VPNs, proxies, single-use mobile phone numbers, or
fake identity documents) to conceal your real identity or
location, or otherwise circumvent controls intended to
prohibit illegal or prohibited access;
submit any personal information (name, email, zip code,
etc.), payment information (credit card number and
expiration date, etc.), or other information which we
determine in our sole and absolute discretion to have been
false, inaccurate, or otherwise invalid in connection with
any Offers or any other use of the Prodege Sites and
Features or our Services;
post, upload, transmit or otherwise disseminate information
that (in our sole and absolute discretion) is obscene,
indecent, vulgar, pornographic, sexual, hateful, or otherwise
objectionable;
post, transmit, or promote spam links, redirect links, or
personal referral links to the Prodege Sites and Features or
our Services in an excessive, deceptive, misleading, or
otherwise inappropriate fashion, whether on or through any
Prodege Sites and Features or any other web site or
application, including through the use of paid ads;
defame, libel, ridicule, mock, stalk, threaten, harass,
intimidate, or abuse anyone, or otherwise act in a
belligerent, offensive or inappropriate manner;
upload or transmit (or attempt to upload or transmit) files
that contain viruses, Trojan horses, worms, time bombs,
cancelbots, corrupted files or data, or any other similar
software or programs that may damage the operation of our
Services, other users’ computers, or access to or
functionality of the Prodege Sites and Features;
violate the contractual, personal, intellectual property or
other rights of any party, including using, uploading,
transmitting, distributing, or otherwise making available any
information made available through the Prodege Sites and
Features or our Services in any manner that infringes any
Mark, copyright, patent, trade secret, or other right of any
party (including rights of privacy or publicity);
attempt to obtain Account information, passwords, or other
private information from other members;
improperly use support channels or complaint buttons to
make false or frivolous reports to the Company, to attempt
to claim or receive Rewards that are not actually due to
you, or to communicate with our customer support
representatives in a disrespectful, belligerent, offensive or
inappropriate manner;
create, share, distribute, promote, or submit any images,
documents, or other evidence in support of an attempt to
claim or receive Rewards that we determine to be altered,
false, fraudulent, or misleading, including by virtue of
having been submitted by multiple members in violation of
these Terms;
develop, distribute, make use of, or promote “auto”
software programs, “macro” software programs, web
crawlers or other script or “cheat utility” software programs
or applications in connection with the Prodege Sites and
Features or our Services;
share or distribute survey IDs, answers, or other survey
information, including confidential information that you
expressly agree not to disseminate, or otherwise coach or
assist other members with regard to qualifying for or
answering surveys;
perform Offers in our Rewards Programs in an artificial,
engineered or unauthorized way, or otherwise engage with
any of the Prodege Sites and Features or our Services in a
manner that does not reflect organic, conventional human
usage, such as by participating in a botnet, click farm, or
other ad-fraud collective, manipulating links, leveraging
unauthorized artificial intelligence (AI) or “chatbot”
technology, or conducting excessive searches, for the
purpose or with the effect of increasing the Rewards you
receive, as we may determine in our sole and absolute
discretion; or
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exploit, distribute or publicly inform other members of any
error, miscue, or bug (“Error”) that gives an unintended
advantage, violate any applicable laws or regulations, or
promote or encourage any fraudulent, misleading, unlawful,
or unauthorized activity or conduct, including, but not
limited to, hacking, cracking or distribution of counterfeit
software, or cheats or hacks for our Services. If you find an
Error, we kindly request that you report it to our appropriate
support team by contacting us as provided in
Section 17 below.
If we determine in our sole and absolute discretion that you have
violated these Terms, we may issue you a warning regarding the
violation prior to terminating or suspending any Account you have
created (or which is associated with you) using our Services.
However, you acknowledge and agree that we need not provide
you with any warning or notice before we terminate or suspend
your Account and your access to the Prodege Sites and Features
and our Services, which we may do at any time and for any
reason, at our sole and absolute discretion. If we terminate or
suspend your Account, you agree not to attempt to join or re-join or
create another Account in any of our Rewards Programs without
our prior written authorization.
8. Communications Channels
The Prodege Sites and Features and our Services may include
communication channels such as forums, communities, comments,
or chat areas (“Communication Channels”) designed to enable
you to communicate with other Services users. The Company has
no obligation to monitor these Communication Channels, but we
may do so, and we reserve the right to review materials posted to
the Communication Channels and to remove any materials, at any
time, with or without notice, for any reason, in our sole and
absolute discretion. The Company may also terminate or suspend
your access to any Communication Channels at any time, without
notice, for any reason. You acknowledge that chats, postings, or
materials posted by users on the Communication Channels are
neither endorsed nor controlled by the Company, and these
communications should not be considered reviewed or approved
by the Company. The Company will not under any circumstances
be liable for any activity or conduct within Communication
Channels. You agree that all your communications with the
Communication Channels are public, and thus you have no
expectation of privacy regarding your use of the Communication
Channels. The Company is not responsible for information that you
choose to share on the Communication Channels, or for the
actions of other users.
9. Disclaimer of Warranties, Limitation of
Liability, and Indemnification
A. Disclaimer of Warranties. You agree that your use of the
Prodege Sites and Features and our Services shall be at your
own risk. To the maximum extent permitted by applicable law,
the Company disclaims any and all guarantees, warranties
and representations, express or implied, in connection with
the Prodege Sites and Features, or our Services, and your use
thereof, including implied guarantees or warranties of title,
merchantability or acceptable quality, fitness for a particular
purpose or non-infringement, accuracy, authority,
completeness, usefulness, and timeliness. To the maximum
extent permitted by applicable law, the Company makes no
guarantees, warranties, or representations about the accuracy
or completeness of the content of the Prodege Sites and
Features or our Services, or the content of any sites linked to
our Services, and assumes no liability or responsibility for
any (i) errors, mistakes, or inaccuracies of content, (ii)
personal injury (including death) or property damage, of any
nature whatsoever, resulting from your access to and use of
the Prodege Sites and Features or our Services, or any third
party products or services promoted therein, (iii) unauthorized
access to or use of our secure servers and/or any and all
personal information and/or financial information stored
therein, (iv) interruption or cessation of transmission to or
from our Prodege Sites and Features or our Services, (v)
bugs, viruses, Trojan horses, or the like which may be
transmitted to or through our Services by any third party, (vi)
errors or omissions in any content or for any loss or damage
of any kind incurred as a result of the use of any content
posted, emailed, transmitted, or otherwise made available via
the Prodege Sites and Features or our Services, (vii) tax
liability imposed against you by any taxing authority, (viii) any
user submissions or the defamatory, offensive, or illegal
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conduct of any third party, (ix) any business losses suffered
by you or any third party, and/or (x) any losses that were not
reasonably foreseeable.
You acknowledge and agree that Prodege is not affiliated with
nor responsible for any third-party products or services that
may be displayed, distributed, or otherwise promoted on the
Prodege Sites and Features or our Services. Prodege neither
represents nor endorses the quality, accuracy, reliability,
integrity or legality of any third party’s products or services,
nor the truth or accuracy of the description of any third party's
products or services, nor any third-party advertising material,
including Offers, ads, links, content, advice, opinions,
proposals, statements, data, or other information that is
provided or controlled by third parties and displayed,
distributed, or otherwise used on or in connection with the
Prodege Sites and Features or our Services.
You further agree that the Company will not be liable for, nor
be required to provide any compensation to you with respect
to, the termination of any Rewards Program or any associated
Accounts, including without limitation any unredeemed
Rewards in your Account or otherwise existing in your favor
at the time of termination. Sometimes when you use our
Services, you may use a service or download a piece of
software, or purchase goods, provided by another person or
company. Your use of these other services, software or goods
may be subject to separate terms between you and the other
company or person. If so, these Terms do not affect your legal
relationship with these other companies or individuals. You
agree that we are not responsible for the loss or impairment of
any past, present, or future Rewards, in the event there is any
change in the potential value or redemption options for any
Rewards, or any data or server error, computer and/or network
system error or failure, criminal act, vandalism, cyber-attack
or other events which make it commercially unreasonable for
us to determine the amount of Rewards or balance of any
Account. All guarantees, warranties, and representations,
whether express or implied, as to the condition, suitability,
quality, fitness or safety of any goods and services supplied
under our Rewards Programs or other Services are excluded
to the fullest extent permitted by applicable law. Any liability
the Company may have to a member under any such
guarantees, warranties or representations implied or imposed
by law which cannot be excluded is hereby limited, to the
extent legally permissible, to supplying or paying the cost of
supplying the goods or services (or equivalent goods or
services) or repairing or paying the cost of repairing the
goods or re-performing the services, at the Company’s sole
option. Please note that at any time, we may, in our sole and
absolute discretion, terminate our legal agreement with you
and deny you continued use of the Prodege Sites and
Features and our Services, and, without limiting the foregoing,
may do so if (i) we are required to do so by law (for example,
where the provision of our services to you is, or may become,
unlawful); (ii) the partner with whom we offered our Services
to you has terminated its relationship with us or ceased to
offer their services to you; (iii) we are no longer providing all
or any portion of our Services to users in the jurisdiction in
which you are resident or from which you use our Services; or
(iv) the provision of our Services to you is, in our opinion, no
longer commercially viable.
B. Limitation of Liability. In no event shall the aggregate
liability of the Company, or any Company Parties (as
defined in Section 11), whether based on warranty, contract,
tort (including negligence, whether active, passive or
imputed), fraud, misrepresentation, or any other legal theory,
arising out of or relating to the use of the Prodege Sites and
Features, our Services, or other materials or content on,
accessed through or downloaded from our Services, exceed
any consideration you pay, if any, to us for access to or use of
the Prodege Sites and Features or our Services. The foregoing
limitation of liability shall apply to the fullest extent permitted
by law in the applicable jurisdiction. You specifically
acknowledge that the Company shall not be liable for user
submissions or the defamatory, offensive, or illegal conduct of
any third party.
To the maximum extent permitted by applicable law, in no
event will the Company, or any Company Parties, be liable to
you or any third person for any special, direct, indirect,
incidental, special, punitive, or consequential damages
whatsoever, including any lost income or lost data arising
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from your use of the Prodege Sites and Features, our
Services, or other materials or content on, accessed through
or downloaded from our Services, whether based on warranty,
contract, tort (including negligence, whether active, passive or
imputed), fraud, misrepresentation, or any other legal theory,
and whether or not the Company has been advised of the
possibility of these damages. The foregoing limitation of
liability shall apply to the fullest extent permitted by law in the
applicable jurisdiction.
Some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages or the exclusion or limitation
of liability for bodily injury, so the above limitations or exclusions
may not apply to you. These Terms give you specific legal rights,
and you may also have other rights which vary from jurisdiction to
jurisdiction. The disclaimers, exclusions, and limitations of liability
under these Terms will not apply to the extent prohibited by
applicable law.
C. Indemnification of the Company. You agree to indemnify and
hold the Company, and each of the Company Parties (as defined in
Section 11), harmless from and against any claim, cause of action,
loss, liability, damages, costs and expenses, arising out of or in
connection with (i) your use of and access to the Prodege Sites
and Features or our Services in breach of these Terms; (ii) your
violation of any provision of these Terms; (iii) your violation of any
third party right, including without limitation any copyright, property,
or privacy right, or damage to a third party; (iv) any tax obligations
arising from or related to your use of the Prodege Sites and
Features or our Services; and/or (v) any content you post or share
on or through our Services.
10. Compliance with FTC Guides on
Endorsements & Testimonials
If you choose to promote our services to the public, including your
own personal social networks, you agree that you will comply with
the FTC Guides Concerning the Use of Endorsements and
Testimonials in Advertising (16 CFR 255, as amended,
available here) (the “Endorsement Guides”). For example, if you
have been offered, paid or provided with free or discounted
products, services or Rewards in exchange for discussing or
promoting any of our Prodege Sites and Features or our Services,
including but not limited to Referral Program Rewards, or if you are
an employee of a company and you decide to discuss or promote
that company’s products or services through our Services, you
agree to comply with the Endorsement Guides’ requirements for
disclosing such relationships. You, and not Prodege, are solely
responsible for any endorsements or testimonials you make
regarding our Prodege Sites and Features or our Services or any
other product or service.
11. Binding Arbitration of all Disputes and
Claims
A. Binding Arbitration of All Disputes or Claims. The parties
agree to arbitrate all disputes and claims between them
(“Disputes or Claims”), except to the extent either party
chooses to instead pursue the Disputes or Claims in small
claims court as expressly provided below. This agreement to
arbitrate is intended to be broadly interpreted. It includes, but
is not limited to: (1) Disputes or Claims related in any way to
any Prodege Sites and Features or our Services, privacy, data
security, collection, use and sharing, advertising, purchase or
other transactions, Rewards crediting, maintenance or
expiration, Account balances or closures, Promotions, or any
emails, texts, or other communications with you; (2) Disputes
or Claims arising out of or relating to any aspect of the
transactions or relationship between you and us, whether
based on warranty, contract, tort (including negligence,
whether active, passive or imputed), fraud, misrepresentation,
or any other legal theory; (3) Disputes or Claims that arose
before your agreement to these Terms or any prior arbitration
agreement; (4) Disputes or Claims that are currently the
subject of purported class action litigation in which you are
not a member of a certified class; and (5) Disputes or Claims
that arose or may arise before or after your use, or the
termination of your use, of any Prodege Sites and Features or
our Services. Consistent with and without limiting the
applicability of the foregoing, all Disputes or Claims, and all
legal and equitable issues relating to or arising from any
Disputes or Claims, and/or these Terms or arbitration
provisions, or any other terms or agreements that incorporate
the same by reference, are exclusively for the arbitrator
(rather than a court) to decide, including without limitation all
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claims, disputes, or issues relating to formation, validity,
conscionability, interpretation, scope, and enforceability, and
whether a claim is subject to arbitration. For purposes of
these arbitration provisions, references to “we” and “us”
include all entities included within the definition of
“Company” above, and each of their affiliates, and each such
entity’s respective directors, managers, officers, employees,
shareholders, members, agents, suppliers, and assignees
(collectively, the “Company Parties”). It is the mutual intent of
the parties that this delegation of all matters to the arbitrator
be a “clear and unmistakable” delegation, notwithstanding
any other provision of these Terms or any other
communication, agreement, or document between us
(including any provisions or any other communication,
agreement or document that may make reference to a court).
Notwithstanding the foregoing, these arbitration provisions
shall not prevent any party from seeking provisional remedies
in aid of arbitration from a court of appropriate jurisdiction,
but without affecting the arbitrator’s exclusive right to decide
all matters subject to arbitration as provided above.
B. Providing Us an Opportunity to Informally Resolve Your
Dispute. If you intend to seek arbitration, please first send to us a
written Notice of Dispute (a “Dispute Notice”). Each Dispute
Notice should be sent to our customer service address
at: Prodege Dispute Resolution, Prodege, LLC, 8605 Santa Monica
Blvd. PMB 36227, West Hollywood, California, 90069-4109, USA,
Attention: Legal Department (the “Dispute Resolution
Inbox”). The Dispute Notice should include: (1) your name, email
address, telephone number and mailing address; (2) the nature
and basis of your Dispute(s) or Claim(s); (3) identification or
enclosure of all relevant documents and information; and (4) a
description of the specific relief that you seek from us. If you
send a Dispute Notice as described above, we request that you
allow us a reasonable opportunity (not less than thirty (30)
days) after receipt of your Dispute Notice to resolve your Disputes
or Claims.
C. Commencing Arbitration. You may commence an arbitration
proceeding at any time by sending an arbitration demand
(“Arbitration Demand”) to the Dispute Resolution Inbox identified in
subsection B. Arbitration is more informal than a lawsuit in court.
Arbitration uses a neutral arbitrator instead of a judge or jury,
allows for more limited discovery than in court, and is subject to
very limited review by courts.
D. Arbitration Rules and Procedures. The American Arbitration
Association’s (“AAA”) Commercial Arbitration Rules, the Consumer
Arbitration Rules and/or the AAA Mass Arbitration Rules (as
applicable), (collectively, the “AAA Rules”), in each case as
modified by these Rules, will govern the arbitration. If the AAA's
Mass Arbitration Rules apply to any arbitration hereunder, the
parties agree to jointly request that AAA appoint a Process
Arbitrator, who shall require each claimant to provide specific
information relative to the claim in the claimant's demand, as
determined by the Process Arbitrator, such as (where the alleged
Dispute or Claim arises from use of the Prodege Sites and
Features or Services): (i) whether the claimant registered for any of
the Company's rewards programs, (ii) which of the Company's
rewards program the claimant registered for, (iii) the email address
the claimant used in registering with that rewards program, (iv)
approximately when the alleged conduct or activity occurred upon
which the claim is based, (v) whether the claimant previously
submitted a complaint or ticket with the Company's customer
service department regarding such conduct or activity, and (vi) if
the claimant filed a Dispute Notice under subsection B prior to filing
the claim. The AAA Rules are available online
at http://www.adr.org/. If your asserted Disputes or Claims—
collectively—are for $10,000 or less (exclusive of any filing,
administration, arbitrator, or attorneys’ fees or other fees or
expenses), we agree that you may choose whether the arbitration
will be conducted solely on the basis of documents submitted to
the arbitrator, through a telephonic or video hearing, or by an inperson hearing under the AAA Rules. If your asserted Disputes or
Claims—individually or in the aggregate—exceed $10,000
(exclusive of any filing, administration, arbitrator, or attorneys’ fees
or other fees or expenses), the right to a hearing and the manner
of hearing will be determined by the AAA Rules. Furthermore, if
AAA at the time the arbitration is filed has Minimum Standards of
Procedural Fairness for Consumer Arbitrations in effect which
would be applicable to the matter in dispute, we agree to provide
the benefit of such Minimum Standards to you to the extent they
are more favorable than the comparable arbitration provisions set
forth in these Terms; provided, however, that in no event may such
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Minimum Standards contravene or restrict the application of the
AAA Mass Arbitration Rules (where applicable) or subsection E
below requiring individual arbitration and prohibiting class,
representative or consolidated arbitration proceedings. Unless the
parties agree otherwise in writing, any arbitration hearings will take
place in the county, territory, or other local jurisdiction in which you
reside within the United States. One arbitrator, who is selected
under the AAA Rules and who has expertise in consumer disputes
in the Internet industry, will conduct the arbitration. If no arbitrator
possessing such expertise is available, then the arbitration will be
conducted by a single arbitrator who is selected by the mutual
written approval of the parties, or if the parties are unable to
mutually approve the arbitrator, by the AAA. Except as allowed
under applicable law and the AAA Rules, the decisions of the
arbitrator will be binding and conclusive on all parties. Judgment
upon any award of the arbitrator may be entered by any court of
competent jurisdiction. Regardless of the manner in which the
arbitration is conducted, in any arbitration proceeding with Disputes
or Claims exceeding $10,000, the arbitrator shall issue a reasoned
written decision sufficient to explain the essential findings and
conclusions on which the award is based. Unless otherwise
provided herein, the AAA Rules will govern the payment of all
arbitration fees. The arbitrator may make any determinations and
resolve any Disputes or Claims as to the payment and
reimbursement of arbitration fees at any time during the
proceeding and within fourteen (14) days after the arbitrator’s final
ruling on the merits.
E. Individual Arbitration; Waiver of Representative or Class
Action. The provisions of this subsection E apply to all
Disputes and Claims subject to arbitration.
YOU AND THE COMPANY AGREE THAT:
ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE
CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND
NOT IN A CLASS OR REPRESENTATIVE ACTION.
NEITHER YOU NOR THE COMPANY SHALL BE A
MEMBER IN A CLASS, CONSOLIDATED, OR
REPRESENTATIVE ACTION OR PROCEEDING.
THE ARBITRATOR MAY AWARD DECLARATIVE,
INJUNCTIVE OR OTHER RELIEF ONLY IN FAVOR OF
THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY
TO THE EXTENT NECESSARY TO PROVIDE RELIEF
WARRANTED BY THAT PARTY’S INDIVIDUAL
DISPUTES OR CLAIMS.
UNLESS BOTH PARTIES AGREE OTHERWISE, THE
ARBITRATOR MAY NOT CONSOLIDATE MORE THAN
ONE PERSON’S DISPUTES OR CLAIMS, AND MAY NOT
OTHERWISE PRESIDE OVER ANY FORM OF A
REPRESENTATIVE OR CLASS PROCEEDING.
THE COMPANY DOES NOT CONSENT TO CLASS
ARBITRATION. ACCORDINGLY, IF THE ARBITRATOR
REFUSES TO ENFORCE THE ABOVE PROVISIONS
REGARDING CLASS OR REPRESENTATIVE ACTIONS,
THEN THIS AGREEMENT TO ARBITRATE SHALL BE
UNENFORCEABLE AS TO YOU.
F. Limitations Period. The parties must bring any Arbitration
Demand or small claims action regarding Disputes or Claims within
two (2) years after the events or circumstances upon which the
Disputes or Claims are based originally arose, or the Disputes or
Claims will be permanently barred by the statute of limitations. To
the extent the law applicable under the Governing Law section
below makes this limitations period unenforceable with respect to
any Disputes or Claims, then the statutes of limitations of the state
whose laws govern the AAA Rules under the Governing Law
section below shall apply.
G. Confidentiality. You and we agree to maintain the confidential
nature of the arbitration proceeding and shall not disclose the fact
of the arbitration, any documents exchanged as part of any
discussions or mediation, proceedings of the arbitration, the
arbitrator’s decision and the existence or amount of any award,
except as may be necessary to prepare for or conduct the
arbitration (in which case anyone becoming privy to confidential
information must undertake to preserve its confidentiality), or
except as may be necessary in connection with a court application
for a provisional remedy in support of arbitration, a judicial
challenge to an award or its enforcement, or unless otherwise
required by law.
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H. Opt Out of Arbitration. Notwithstanding the other provisions of
this Section 11, you may opt out of binding arbitration of any
Disputes or Claims within thirty (30) days of your initial online
acceptance of or agreement to these Terms of Use by sending us
written notice of such opt-out to the Dispute Resolution Inbox
identified in subsection B. If we do not receive such opt-out notice
within forty-five (45) days of such initial online acceptance or
agreement, you will be subject to binding arbitration of any Dispute
or Claims.
I. Changes to Arbitration Provisions. We may make changes to
these arbitration provisions from time to time. You may reject any
material changes by sending us written objection within thirty (30)
days of the change to the Dispute Resolution Inbox identified in
subsection B. By rejecting any future material change, you are
agreeing to arbitrate in accordance with the language of these
provisions prior to such change. If you do not send written
objection to any change as provided above, you are agreeing to
arbitration in accordance with the changed language of these
provisions. To the extent that an arbitrator determines that applying
any changes to these arbitration provisions to any Disputes or
Claims relating to prior events or circumstances would render this
an illusory or unenforceable contract or otherwise violate your legal
rights, such changes shall be applicable on a prospective basis
only, with respect to events or circumstances occurring after the
effective date of such changes, and in that case any Disputes or
Claims relating to such prior events or circumstances shall be
arbitrated in accordance with the language of these provisions prior
to such changes to the extent necessary to avoid these Terms
being deemed illusory or unenforceable.
J. Small Claims Court Alternative. You may choose to pursue your
Disputes or Claims in small claims court rather than by arbitration if
your Disputes or Claims qualify for small claims court in a location
where jurisdiction and venue over you and us is proper.
K. Excluded Disputes and Claims; Injunctive Relief.
Notwithstanding subsection A above, you or we may at any time
bring suit in a court of competent jurisdiction against the other party
in relation to (and are not required to arbitrate) claims based upon
infringement or misuse of intellectual property and/or
misappropriation of trade secrets. Furthermore, nothing shall be
construed to preclude you or us from seeking injunctive relief in
order to protect your or our rights pending an outcome of Disputes
or Claims while in arbitration. This paragraph is not intended by
either party to affect, and shall not affect, the “clear and
unmistakable” delegation of all matters to the arbitrator
in subsection A above.
L. Governing Law; Federal Arbitration Act. Subject to the AAA
Rules, any Disputes or Claims arising between you and us arising
out of or related in any way to the Prodege Sites and Features or
our Services, privacy, data security, collection, use and sharing,
advertising, purchase or other transactions, Rewards crediting,
maintenance, or expiration, Account balances or closures,
Promotions, or any emails, texts, or other communications with
you, or arising out of or relating to any aspect of the transactions or
relationship between you and us, whether based on warranty,
contract, tort (including negligence, whether active, passive or
imputed), fraud, misrepresentation, or any other legal theory, will
be governed by the internal laws of the state in which you
reside, without regard to choice of law principles; provided,
however, that the relationship and transactions between you and
us evidence a transaction in interstate commerce and the Federal
Arbitration Act applies to and governs the interpretation and
enforcement of these arbitration provisions.
12. Tax Matters
You acknowledge and agree that we do not have the ability, in
every instance, to determine whether or not the Rewards you
received or redeemed in any Rewards Program are considered
reportable income or taxable earnings in your jurisdiction. You are
therefore responsible for any and all tax liability arising from or
associated with your use of the Prodege Sites and Features or our
Services, including liability arising from your accrual of Rewards or
your redemption of such Rewards. As a condition of your continued
use of the Prodege Sites and Features and our Services, we
reserve the right to require you to provide necessary tax reporting
information if our records show that you are or may be required to
report the value of your redeemed Rewards to an appropriate tax
authority. We encourage you, and it is your responsibility, to seek
the advice of a tax expert in order to determine the tax
consequences of your use of the Prodege Sites and Features and
our Services, and any associated Rewards received or redeemed.
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13. Notification of Changes
We reserve the right to make changes to these Terms from time to
time in our sole and absolute discretion. If we decide to change
these Terms, we will provide notice of such changes by sending
you an administrative email and/or posting those changes in places
on the Prodege Sites and Features deemed appropriate by us so
our users are always aware of the terms of their use of the
Prodege Sites and Features and our Services. Your continued use
of any of the Prodege Sites and Features or our Services after
delivery of the administrative email to you or after the changes are
posted constitutes your agreement to the changes. If you do not
agree to the changes, please close your Account and discontinue
your use of such Prodege Sites and Features and our Services. To
the extent that an arbitrator (or small claims court, if applicable)
determines that applying any changes to these Terms to any prior
events or circumstances would render this an illusory or
unenforceable contract, such changes shall be applicable on a
prospective basis only, with respect to events or circumstances
occurring after the date of such changes, to the extent necessary
to avoid these Terms being deemed illusory or unenforceable. In
any event, if you used any of the Prodege Sites and Features or
our Services pursuant to a prior version of these Terms that
required a certain notice period to you prior to any changes being
effective, any changes under these Terms will not be effective as to
you until the required notice period has passed after the date of
these Terms.
14. Authorized Jurisdictions
The Prodege Sites and Features and our Services are controlled,
operated, and administered by the Company from our offices within
the United States of America. The Company makes no
representation that materials on the Prodege Sites and Features or
our Services are appropriate or available for use at other locations
outside of the United States or other jurisdictions to which we direct
our Sites and Features or our Services (“Authorized
Jurisdictions”), and we prohibit access to them from territories
where the contents or products available through the Prodege
Sites and Features or our Services are illegal. You may not use the
Prodege Sites and Features or our Services or export any content
or products in violation of U.S. export laws and regulations. If you
access Prodege Sites and Features from a location outside of the
United States or another Authorized Jurisdiction, you are
responsible for compliance with all local laws.
15. Excluded Users and Territories
You are not permitted to download or use any of the Prodege Sites
and Features or our Services, including making any purchases of
products or services from the Company, or redeeming any
Rewards, if you are (i) located in, under the control of, or a national
or resident of any country to which the United States has
embargoed goods or services; (ii) identified as a “Specially
Designated National”; or (iii) placed on the U.S. Department of
Commerce’s “Denied Persons List or Entity List” or any other U.S.
export control list, or if the transaction would otherwise be illegal
under any applicable law or regulation.
16. Miscellaneous
The Company’s failure to exercise or enforce any right or provision
of these Terms will not be deemed to be a waiver of such right or
provision. If any provision of these Terms is found by an arbitrator
(or in the case of a small claims action, the small claims court) to
be invalid, the parties nevertheless agree that (except as otherwise
provided in Section 11.E) the arbitrator or small claims court should
endeavor to give effect to the parties’ intentions as reflected in the
provision or the provision shall be deemed severable, and the
other provisions of these Terms remain in full force and effect. The
paragraph or section titles in these Terms are for convenience only
and have no legal or contractual effect. These Terms represent the
entire understanding of the parties regarding its subject matter and
supersede all prior and contemporaneous agreements and
understandings between the parties regarding its subject matter,
and may not be amended, altered, or waived except in a writing
signed by the party to be charged or as otherwise expressly
provided herein. These Terms are binding upon and shall inure to
the benefit of parties and their respective successors, heirs,
executor, administrators, personal representatives and permitted
assigns. You may not assign your rights or obligations hereunder
without the Company’s prior written consent, and any such
unauthorized assignment shall be invalid. The provisions of these
Terms that are by their nature intended to survive termination
(e.g., limitation of liability, indemnification, arbitration agreements,
and class action waivers) shall survive.
https://www.prodege.com/terms-of-use/
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17. Contact Us
© 2024 Prodege, LLC | Terms of Use | Privacy Policy | Your Privacy Choices
| Advertising Disclosure
https://www.prodege.com/terms-of-use/
|
If you have any questions or concerns regarding these Terms or
your use of any Prodege Sites and Features or our Services, or
wish to report any Error, please contact us as follows: You will find
answers to frequently asked questions (FAQs) by visiting the Help
Center of each of our Services. Our Help Center or contact options
are generally located or accessed from the applicable Prodege
Sites and Features footer or main menu options. If your question is
not answered in the Help Center, you can submit a ticket to our
Customer Support team for the appropriate Service. To contact us
by mail, send your correspondence to the following address and
specify the Prodege Sites and Features or our Services you are
using, along with your request, question, or concern:
Cookie Choices | Notice of Financial Incentives | Accessibility Statement | Affiliate programs
Your
Prodege, LLC
8605 Santa Monica Blvd., PMB 36227
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Quest Mindshare
Quest Mindshare does not have a published terms and conditions document. Their privacy policy is
available in Attachment 9: Panel Privacy Policies.
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Client Terms & Conditions - Research For Good
DATAFORCE
AUDIEN
Research for Good Terms and Conditions
Last Updated: 20 June 2024
Research For Good Inc (“RFG” or “our”) provides a unique, efficient and cost-effective sample source for our clients (“Client,” “you,” or “your”). By accessing or
using RFG’s services (“Services”) and/or www.researchforgood.com (the “Site”) for any of your projects (each, a “Project”), you agree to these terms and
conditions (“Agreement” or “Terms and Conditions”). Specifically, and without limitation, you acknowledge and agree that:
A. Projects involving the use or collection of Personal Data (as defined in the Agreement) may be commissioned and administered through an RFG
representative, but not unless expressly approved by RFG and conducted in accordance with this Agreement. YOU ACCEPT ALL TERMS AND CONDITIONS
IN THIS AGREEMENT RELATED TO THE USE OR COLLECTION OF PERSONAL DATA, AND INDEMNIFY AND HOLD HARMLESS RFG AND ITS
AFFILIATES, TOGETHER WITH THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND RESPECTIVE SUCCESSORS AND ASSIGNS, AGAINST ANY
LOSS, LIABILITY, CLAIM, DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY OUT OF YOUR BREACH OF THIS AGREEMENT
(COLLECTIVELY, “CLAIMS”), REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR
ANY OTHER THEORY, WITHOUT LIMITATION.
B. Use and collection of Personal Data is also governed by RFG’s Privacy Policy, which is incorporated into these Terms and Conditions by this reference.
C. You have read and accept all other terms and conditions in this Agreement.
WHEREAS Client wishes to retain RFG to provide Services, it is hereby agreed as follows:
1. DEFINITIONS. In this Agreement, the following words shall have the following meanings:
1.1. “Affiliate” means any entity owned, controlled by, or under common control of either Party.
1.2. “Agreement” means these Terms and Conditions and any schedules, addenda, insertion orders, riders, amendments, and similar attachments, together
forming one complete agreement.
1.3. “Applicable Laws and Codes” refers all applicable international, national, federal, state and/or local laws, rules, regulations, requirements, statutes,
codes, decisions and opinions, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act
(“CCPA”), other applicable US State privacy laws and regulations (including applicable laws and regulations in Virginia, Connecticut, Colorado and Utah), the
German Federal Data Protection Act, U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the United States CAN-SPAM Act, the
Gramm-Leach-Bliley Act (“GLBA”), the Children’s Online Privacy Protection Act (“COPPA”), the United States Protecting Americans’ Data from Foreign
Adversaries Act of 2024 (“PADFAA”), the ethical codes of the Insights Association (available at www.insightsassociation.org) and ESOMAR (available at
www.esomar.org), and any amendments thereto.
1.4. “California Data” means Personal Data of California residents.
1.5. “Completes” are Surveys which a respondent has completed and have been accepted as such by RFG.
1.6. “Confidential Information” means technical information, business/financial information, management information, documentation, RFG pricing and related
information, and any other information which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form; (ii)
pertains in any way to either Party’s (or its Affiliates’) business plans, methods, or trade secrets; or (iii) otherwise is not generally known by any third parties,
and which, considering the circumstances of the disclosure, the Receiving Party should reasonably understand as confidential or proprietary.
1.7. As they relate to the collection and Processing of Personal Data, the terms “Controller”, “Processor”, and “Processing” shall have the same meaning as in
the GDPR, and their cognate terms shall be construed accordingly.
1.8. “Data Subject” shall have the same meaning as in GDPR. As it relates to California Data, it shall have the same meaning as “consumer” in CCPA.
1.9 “Deliverables” means all goods, items, equipment, and materials to be supplied as part of the Services which are supplied or created specifically for
Client, including but not limited to Surveys, the results of Services required to conduct those Surveys, and samples required to enable those Surveys, but not
including any goods, items, equipment, and/or materials that were not created specifically for Client.
1.10 “European Data” means Personal Data originating in the European Economic Area (“EEA”) or Switzerland, or other countries or jurisdictions recognizing
GDPR (such locations collectively, the “EU Covered Areas”).
1.11 “Intellectual Property” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, utility models, rights in designs,
trademarks, service marks, trade names, domain names, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets
and inventions, whether patentable or not), trade secrets, and other similar or equivalent rights or forms of protection (whether registered or unregistered) and
all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world.
1.12 “Party” means Client or RFG; “Parties” means both Client and RFG.
1.13 “Personal Data” shall have the same meaning as in the GDPR. As it relates to California residents, it shall have the same meaning as “personal
information” in CCPA.
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1.14 “Subprocessor” means any third party (including any Affiliate) appointed by or on behalf of a Party or its Affiliate to process Personal Data in connection
with this Agreement.
DATAFORCE
AUDIEN
1.15 “Surveys” means market research surveys that are conducted, whether online or via other methods, by RFG, its suppliers, or its clients, in which
respondents are given the opportunity to participate.
2. This Agreement commences upon the commission of the Services, and continues until a Project is completed or either Party terminates the Agreement.
3. SERVICE, PRICING, PRODUCT, QUALITY, RESTRICTIONS.
3.1 Bidding and project management coverage by RFG will be as follows, and coverage outside of these hours is only available with advance request by
Client and RFG’s express written consent:
Pricing: 7am-11pm EST Monday-Friday
Project support: 24-hour coverage Monday-Friday and 8am-7pm EST on weekends.
For urgent assistance outside these hours please call (425) 610-7294
3.2 Estimates for sample and research services are valid for sixty (60) days from the date sent to the requestor. Projects commissioned more than sixty (60)
days after estimate are subject to a re-quote which could result in a change of cost, feasibility or timing.
3.3. RFG has implemented the following data quality measures and will update as technology advancements require:
Digital fingerprinting
Google Recaptcha
“I Agree” validation
Filter questions
IP blocking of known proxy servers
Active detection of connections from proxy servers
IP filtering
Additional de-duplication and quality controls are the responsibility of the client/survey hosting company
3.4 Targeting and pre-screening are often utilized in addition to our targeting for basic demographic attributes. Unless otherwise discussed prior to project
launch, Client agrees that RFG can use appropriate pre-screening questions to target respondents for individual Surveys.
3.5 RFG does not re-price Completes after delivery. Re-pricing can occur during or before, and will only apply to Completes on a go forward basis, not
retroactively, unless mutually agreed by the Parties.
3.6 If Client’s Survey contains Confidential Information, Client agrees to include a non-disclosure agreement at the beginning of the Survey requiring Survey
respondents to keep such Confidential Information, including but not limited to any Personal Data, strictly confidential, in accordance with the provisions of
these Terms and Conditions.
3.7 RFG is not able to run re-contact studies unless they are discussed during the estimating process and approved in writing by RFG. RFG is unable, in any
event, to contact respondents after delivery for the purpose of disputing security breaches.
3.8 RFG has no control over, and no liability for, any third party websites or materials. RFG may, from time to time, work with a number of partners and
Affiliates (each, a “Partner”) whose Internet sites may be linked with the Site. Because neither RFG nor its Site has control over the content and performance
of these Partner sites, RFG makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and RFG
assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to
time in connection with Client’s use of the Site, Client may have access to content items (including, but not limited to, websites) that are owned by third
parties. Client acknowledges and agrees that RFG makes no guarantees for, and assumes no responsibility for, the accuracy, currency, content, or quality of
this third party content, and that Client’s use of any and all third party content is governed by such third party’s terms and conditions.
4. USE OF THE SITE BY CLIENT.
4.1 RFG imposes certain restrictions on the permissible use of the Site and related Services. Client is prohibited from violating or attempting to violate any
security features of the Site or the related Services, including without limitation: (a) accessing content or data not intended for Client, collecting any personally
identifiable information of or about any other user of the Site or the related Services, or logging onto a server or account that Client is not authorized to
access; (b) using spiders, robots or other automated data mining techniques to catalogue, download, store or otherwise reproduce or distribute data or
content available in connection with the Site or the related Services, or to manipulate the results of any Survey, prize draw or contest, or attempting to probe,
scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;
(c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus, corrupted data
or any other harmful, disruptive or destructive code, file or information, including, but not limited to, spyware to the Site, overloading, “flooding,” “spamming,”
“mail bombing,” or “crashing;” (d) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or
services; (e) opening, using, or maintaining more than one (1) membership account with the RFG; (f) forging or masking your true identity; (g) framing a
portion(s) of the Site within another website or altering the appearance of the Site; (h) establishing links from any other website to any page of, on or located
within the Site, without the prior express written permission of RFG; (i) posting or transmitting any threatening, libelous, defamatory, obscene, pornographic,
lewd, scandalous or inflammatory material or content or any material or content that could otherwise violate applicable laws; (j) forging any TCP/IP packet
header or any part of the header information in any e-mail or in any posting; (k) attempting to modify, reverse-engineer, decompile, disassemble, reveal,
disclose, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by RFG in providing the Site; (l) engaging in any
criminal or illegal act(s); or (m) encouraging and/or advising any individual, including, but not limited to, any RFG employee, to commit any act(s) prohibited
hereunder.
4.2 RFG reserves the right to terminate Client’s use of the Site at any time, for any reason. To ensure that RFG provides a high quality experience for Client
and for other users of the Site, Client agrees that RFG or its representatives may access Client’s usage records on a case-by-case basis to investigate
complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site. RFG does not intend to disclose the existence or
occurrence of such an investigation unless required by law, but RFG reserves the right to terminate Client’s account or access to the Site immediately, with or
without notice, and without liability to Client, if RFG believes that Client has violated any of these Terms and Conditions, furnished RFG with false or
misleading information, or interfered with use of the Site by others.
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Client Terms & Conditions - Research For Good
4.3 Nothing contained in the Site should be understood as granting a license to use any of the trademarks, service marks, or logos owned by RFG or by any
third party.
DATAFORCE
AUDIEN
4.4 All contents of the Site are: Copyright © 2019 Research For Good Inc All rights reserved. Client may use the Site’s or a partner’s content, service or
software only as expressly authorized by RFG or its partner.
5. PERSONAL, RESTRICTED, OR SENSITIVE DATA.
5.1 Per our Participant Privacy Policy, RFG does not collect, and cannot provide any third party with, a respondent’s Personal Data in a manner that is not
compliant with Applicable Laws and Codes or with Research For Good’s Privacy Policy.
5.2 Furthermore, Client agrees that it will not collect Personal Data without RFG’s express approval in advance of delivery.
5.3 Client understands that feasibility may be reduced, and ability to achieve targets negatively impacted, if Personal Data is requested or required.
5.4 If Client wishes to field a study with RFG which requires collection of Personal Data, Client assumes responsibility for collecting and verifying any
necessary personal and/or contact information from the respondent within the fielding of the Survey itself.
5.5 Notwithstanding the foregoing, RFG prohibits delivery to Surveys which request or require Adverse Event reporting or disclosure of Personal Data after
the close of fielding. RFG cannot be held liable in any manner for any Survey or data gathered therein pertaining to Adverse Event reporting. Use of RFG
sample for such studies is at Client’s sole discretion, and full responsibility lies with Client regarding compliance with Adverse Event reporting and protocol.
For the purposes of this section, the term “Adverse Event” shall have the meaning given to such term in 21 C.F.R. 312.32.
5.6 RFG reserves the right to suspend fielding for any study which is found to be collecting Personal Data from respondents if this was not discussed during
the bidding or set-up of the Project.
6. CONFIDENTIALITY.
6.1 Each Party shall receive in confidence (“Receiving Party”) from the other Party (“Disclosing Party”) and treat as confidential all Confidential Information. A
Receiving Party shall use such information only for the purpose of and in accordance with this Agreement, and shall not further disclose such information to
any third party, unless the prior written approval of the original Disclosing Party is granted at such Disclosing Party’s sole discretion.
6.2 The restrictions of this Section shall not apply to any information that is: (i) lawfully received from another source free of restriction and without breach of
this Agreement; (ii) published or generally available to the public without breach of this Agreement; (iii) known by the Receiving Party prior to the time of
disclosure; (iv) independently developed by the Receiving Party without resort or access to the Confidential Information; or (v) has been expressly approved
in writing by the Disclosing Party for further release by the Receiving Party.
6.3 Confidential Information shall remain the property of the Disclosing Party and shall be returned or destroyed upon written request.
7. FEES AND PAYMENT.
7.1 RFG will invoice fees in US Dollars to Client for Services that RFG has delivered in relation to a Project.
7.2 Client will pay invoices within thirty (30) days of the date of Client’s receipt of such invoices.
7.3 Completes need to be confirmed and confirmed IDs provided to RFG within ten (10) days of the close of field.
7.4 Invoices not disputed within three (3) days of the invoice date are considered valid and are no longer open to review.
7.5 RFG accepts payments via wire or check payments in US Dollars only.
8. REPRESENTATIONS AND WARRANTIES, DISCLAIMERS.
8.1 Each Party represents, warrants, and during the Term of this Agreement covenants that it has full capacity and authority to enter into and perform its
obligations under this Agreement, and that this Agreement shall constitute legal, valid and binding obligations.
8.2 RFG HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES. RFG IS MAKING ALL SERVICES
AVAILABLE “AS IS”, AND CLIENT ASSUMES THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RFG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RFG DOES NOT WARRANT
THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8.3 Client represents, warrants, and during the Term of this Agreement covenants that:
8.3.1 it holds all rights necessary to grant to RFG the rights granted hereunder;
8.3.2 any screener (“Screener”) or Survey used in connection with a Project, all content contained therein, and all elements thereof, do not, and when
used, exploited and promoted by RFG hereunder, will not, infringe any applicable Intellectual Property rights (including without limitation copyrights,
trademarks, trade secrets, moral rights, contract and licensing rights) of any third party;
8.3.3 the Screener or Survey, all content contained therein and all elements thereof, are in compliance with all Applicable Laws and Codes, do not
contain defamatory or libelous material or violate the privacy or publicity rights of any person, and are not obscene;
8.3.4 the Screener or Survey is not fraudulent, misleading or deceptive;
8.3.5 the Screener or Survey, and the media on which any Screener or Survey is furnished to RFG, contain no virus, worm, contaminated file, Trojan
horse, or the like;
8.3.6 the use of the data produced by the Project will not violate a respondent’s rights under any applicable law, ordinance or regulation, including those
related to Intellectual Property and data privacy;
8.3.7 if the Project involves a product or device test, Client or other appropriate party has obtained all requisite approvals from the applicable
governmental and/or regulatory authority and applicable provincial, state and local agencies for each consumer good, product or device sent to any
person, and such consumer good, product or device complies with all applicable federal, state and local regulations, and the use of the Services and/or
the Deliverables in accordance with this Agreement will not infringe the Intellectual Property rights of any third party;
8.3.8 it is and will remain in compliance with all Applicable Laws and Codes; and
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Client Terms & Conditions - Research For Good
8.3.9 it has put in place, and shall maintain, reasonable physical and electronic security to prevent, and shall not permit, unauthorized access,
destruction, use, modification or disclosure of Personal Data and/or Confidential Information.
DATAFORCE
9. INDEMNITY, LIMITATION OF LIABILITY.
AUDIEN
9.1 Without limiting the foregoing, each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party (the “Indemnified
Party”), its officers, agents, and employees from any and all liability, loss (including reasonable attorney’s fees), or damage they may suffer as the result of
claims by third parties against them arising out of (a) the negligence, recklessness, or willful misconduct on the part of the Indemnifying Party, its officers,
agents, employees, contractors or consultants in connection with this Agreement; or (b) a breach of Applicable Laws and Codes by the Indemnifying Party, its
officers, agents, employees, contractors or consultants. RFG shall not be liable for any indirect, special, or consequential damages, including but not limited
to any loss of profits (whether direct or indirect), loss of goodwill, loss of business, loss of revenue, loss of data, loss of anticipated savings, lost business
opportunities, or any other speculative economic loss, regardless of the legal theories under which such damages are sought, and even if advised in advance
of the possibility of such damages, arising out of any claim whatsoever, including without limitation the following:
9.1.1 Claims arising out of Client’s use of, or inability to use, any content, Services, Survey, documentation, instructions, technical specifications, or links
provided by RFG or a Client under this Agreement; or
9.1.2 Claims arising out of Client’s use of, inability to use, connection with, or linking to any RFG or sponsor server.
9.2 Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit RFG’s liability in respect of any claims for or from (a) any fraud, including
but not limited to fraudulent misrepresentation; (b) liability which may not otherwise lawfully be limited or excluded; (c) any breach of terms related to Data
Protection or third party Intellectual Property rights; provided, however, that liability shall be limited to fines and administrative fees arising from such breach.
For the avoidance of doubt, nothing in this Agreement shall exclude or limit Client’s liability in respect of any claims.
9.3 Without limiting the foregoing, RFG’s maximum aggregate liability for a claim related in any way to and permitted by this Agreement, under any contract,
negligence, tort, strict liability, or other theory, will be limited to the total amount paid by Client to RFG in the twelve (12) months prior to the occurrence of
such claim.
10. INTELLECTUAL PROPERTY.
10.1 Client shall own the Intellectual Property rights in the Deliverables.
10.2 Nothing in this Agreement is intended to affect either Party’s ownership of materials developed by it independently of the Services. Where such materials
are incorporated into the Deliverables, or are required to use or exploit the Services, RFG grants to Client a worldwide, non-exclusive, royalty-free license to
use such materials, but only as necessary to obtain full benefit of the Services.
10.3 Neither Party shall, nor directly or indirectly encourage or knowingly permit any third party to, (a) modify, reverse engineer, decompile, disassemble, or
attempt to derive the source code from any products or Services, software or documentation; (b) alter, modify, remove or obscure content served by the other
Party in any way, including without limitation legal or proprietary rights notices associated with such content; or (c) create or attempt to create, through use of
the other Party’s Confidential Information shared hereunder, any services similar to services provided by the other Party. Additionally, it is agreed (a) that
each Party owns all right, title, and interest in and to its own Intellectual Property and all information related to it, including without limitation serving
technologies, program design, content, websites, software, computer code, and business processes; and (b) that neither Party acquires any rights or title to,
interest in, or ownership of the Intellectual Property and related information of the other except for the explicit and limited rights expressly set forth in this
Agreement. A Party’s ownership does not extend to materials licensed from third parties.
11. DATA PROTECTION. The following provisions shall apply to any and all Personal Data Processing activities carried out by each Party under this Agreement.
11.1 DEFINITIONS.
11.1.1 “Approved Transfer Mechanism” means that the recipient (a) receives European Data pursuant to a binding corporate rules authorization in
accordance with applicable Data Protection Laws; (b) is located in the United States and has certified compliance to the EU-US or Swiss-US Privacy
Shield (as applicable); or (c) transfers the data pursuant to another approved transfer mechanism, including but not limited to standard contractual
clauses promulgated by the European authorities.
11.1.2 “Data Protection Laws” means all applicable data privacy laws, including without limitation GDPR and CCPA (as defined in Section 1.3).
11.1.3 “Restricted Transfer” means (a) a transfer of European Data from any Controller to a Processor; or (b) an onward transfer of European Data from
a Processor to a Subprocessor, or between two establishments of a Processor, where such transfer would be prohibited by Data Protection Laws (or by
the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of an Approved
Transfer Mechanism.
11.2 DATA PROTECTION RESPONSIBILITIES
11.2.1 When Processing European Data, either Party may be a Controller with the meaning of GDPR Art. 4(7) and hence responsible for complying with
Data Protection Laws applicable to Controllers, or a Processor within the meaning of GDPR Art. 4(8) and hence responsible for complying with Data
Protection Laws applicable to Processors. The Parties agree that the data Processing activities carried out by each Party under this Agreement do not
constitute a joint controllership pursuant to GDPR Art. 26.
11.2.2 Each Party shall collect, process, store, and transfer Personal Data in accordance with this Agreement and all Data Protection Laws, including
without limitation by obtaining any consents required by GDPR and delivering all notices and privacy policy content required by CCPA.
11.2.3 The Parties shall not process the Personal Data for secondary purposes which are incompatible with the purpose for which the Personal Data
were initially collected.
11.2.4 A Party shall not share any Personal Data with the other Party that allows Data Subjects to be directly identified (for example by reference to their
name and e-mail address) and/or that contains any special categories of European Data as such categories are contemplated by GDPR Art. 9(1).
11.2.5 A Party shall not share any Personal Data except as necessary to fulfill its obligations in connection with a Project.
11.2.6 The Parties shall not process European Data other than on the Controller’s documented instructions unless Processing is required by Applicable
Laws and Codes to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws and Codes inform the
Controller of that legal requirement before the relevant Processing of that European Data.
11.2.7 A Processor shall immediately inform the Controller if, in its opinion, an instruction from a Controller pursuant to this Section 11 infringes the
GDPR or other data privacy law.
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11.3 MEASURES TO ENSURE THE SECURITY OF PROCESSING.
11.3.1 Each Party undertakes to observe the principles of data Processing and security of Processing in accordance with GDPRDATAFORCE
Articles 5 and 32.
AUDIEN
11.3.2 Each Party shall take all reasonably necessary measures to safeguard the Personal Data and the security of the Processing, in particular taking
into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying
likelihood and severity for the rights and freedoms of natural persons, and to reduce possible adverse consequences for the affected parties. Measures
to be taken include, but may not be limited to, measures to protect the confidentiality, integrity, availability and resilience of systems and measures to
ensure continuity of Processing after incidents. In order to ensure an appropriate level of Processing security at all times, each Party shall regularly
evaluate the measures implemented and make any necessary adjustments. In assessing the appropriate level of security, each Party shall take account
of the risks that are presented by Processing, in particular from a Personal Data breach.
11.3.3 Each Party shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data,
ensuring in each case that access is strictly limited to those individuals who need to know and/or access the relevant Personal Data, as strictly
necessary for the purposes of the Agreement, and to comply with Data Protection Laws in the context of that individual’s duties to the relevant Party,
ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
11.4 SUBPROCESSING.
11.4.1 Each Party may appoint Subprocessors in accordance with any restrictions in this Agreement, and shall promptly identify such Subprocessors to
the other Party and in any event at least twenty-four (24) hours before Processing commences.
11.4.2 Each Party may continue to use those Subprocessors already engaged as of the date this Agreement is signed by such Party, subject to such
Party as soon as practicable meeting the obligations set out in Section 11.4.4.
11.4.3 Any objection to a Subprocessor shall be made promptly. If there is an objection (on reasonable grounds) to the appointment, neither Party nor an
Affiliate shall appoint (nor disclose any Personal Data to) the proposed Subprocessor except with the prior written consent of the other Party. In the event
consent is not granted, the Parties shall discuss in good faith commercially reasonably alternative solutions. If the Parties cannot reach resolution within
a reasonable period of time, which shall not exceed thirty (30) days, the requesting Party will either not appoint or replace the Subprocessor or, if this is
not possible, the applicable work may be cancelled.
11.4.4 With respect to each Subprocessor, each Party shall:
11.4.4.1 before the Subprocessor first processes Personal Data, carry out adequate due diligence to ensure that the Subprocessor is capable of
providing the level of protection for Personal Data required by the Agreement;
11.4.4.2 ensure that the arrangement between the Processor and the Subprocessor is governed by a written contract including terms which offer at
least the same level of protection for Personal Data as those set out in this Agreement and, if the Personal Data is European Data, meet the
requirements of Article 28(3) of the GDPR;
11.4.4.3 if that arrangement involves a Restricted Transfer ensure that any transfers of European Data are subject to an Approved Transfer
Mechanism; and
11.4.4.4 provide to Controller for review such copies of the Processors’ agreements with Subprocessors (which may be redacted to remove
confidential commercial information not relevant to the requirements of this Agreement) as Controller may request from time to time.
11.4.5 Each Party shall ensure that each appointed Subprocessor performs its obligations as they apply to Processing of Personal Data, as if it were
party to this Agreement.
11.5 RIGHTS OF DATA SUBJECTS.
11.5.1 Taking into account the nature of the Processing, each Party shall assist the other Party by implementing appropriate technical and organizational
measures, insofar as this is possible, for the fulfilment of the Controller’s obligations, as reasonably understood by the Processor, to respond to requests
to exercise Data Subject rights under the Data Protection Laws.
11.5.2 Each Party shall:
11.5.2.1 promptly notify the other Party if it receives a request from a Data Subject in respect of Personal Data; and
11.5.2.2 ensure that the Processor does not respond to that request except on the documented instructions of Controller or as required by
Applicable Laws and Codes to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws and Codes
inform Controller of that legal requirement before the Processor responds to the request.
11.6 TRANSFER, RETURN AND DELETION OF PERSONAL DATA.
11.6.1 Each Party agrees that European Data shall not be transferred to a jurisdiction outside the EU Covered Areas unless the transfer is subject to an
Approved Transfer Mechanism.
11.6.2 Each Party, when they act as a Controller, has the sole and independent obligation (as between the Parties) to receive and manage Data Subject
requests regarding their respective Personal Data, including without limitation any request to access, correct, amend, restrict Processing of, port, object
to the Processing of, opt out of the sale of, block or delete Personal Data in a manner consistent with accepted standards. If applicable, and to the extent
legally permitted, each Party will provide the other with reasonable cooperation and assistance in relation to handling of a Data Subject’s request.
11.6.3 Subject to Sections 11.6.4, 11.6.5, and 11.8.2, Processor shall promptly and in any event within ninety (90) days of the date of cessation of any
Services involving the Processing of Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.
11.6.4 Subject to Section 11.6.5 and 11.8.2, Controller may in its absolute discretion by written notice to Processor within ten (10) days of the Cessation
Date require Processor to (a) return a complete copy of all Personal Data to Controller by secure file transfer in such format as is reasonably notified by
Controller to Processor; and (b) delete and procure the deletion of all other copies of Personal Data processed by any Processor or Subprocessor.
Processor shall comply with any such written request within thirty (30) days of the Cessation Date.
11.6.5 A Processor may retain Personal Data to the extent required by Data Protection Laws and only to the extent and for such period as required by
Data Protection Laws and always provided that Processor shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal
Data is only processed as necessary for the purpose(s) specified in the Data Protection Laws requiring its storage and for no other purpose.
11.6.6 Processor shall provide written certification to Controller that it has fully complied with this Section 11.6 within thirty (30) days of the Cessation
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Date.
11.7 SECURITY INCIDENT.
DATAFORCE
AUDIEN
11.7.1 A Party shall promptly (within 24 hours of becoming aware) notify the other in writing of: (a) any actual or reasonably suspected breach of security,
which when reasonably suspected poses a risk to the security, confidentiality or integrity of Personal Data; (b) any actual or reasonably suspected
unauthorized access to or acquisition, use, loss, destruction, alteration, compromise or disclosure of any Personal Data; or (c) any circumstance
pursuant to which Data Protection Law requires any notification of such breach to be given to affected parties or other activity in response to such
circumstance (each, a “Security Incident” ).
11.7.2 In any notification required under this Section, the notifying Party shall (at its own expense): (i) provide sufficient information to allow each the
other Party to meet any obligations to report or inform Data Subjects of the Security Incident under the Data Protection Laws, the measures taken or
proposed to be taken to address the Security Incident and such other information as may be requested concerning the Security Incident; (ii) assist in
investigating, remedying and taking any other action reasonably deemed necessary regarding any Security Incident and any dispute, inquiry or claim
that concerns the Security Incident; (iii) take any other prompt actions to remediate and ensure that such Security Incident or potential Security Incident
will not recur; and (iv) cooperate with any investigation of such Security Incident and execute all documents as may be reasonably requested to assist it
to comply with obligations under Data Protection Laws insofar as they relate to any Personal Data and co-operate and comply with the directions or
decisions of any competent Supervisory Authority (as defined in GDPR) in relation to such data.
11.7.3 Unless required under applicable law, the notifying Party shall not notify any Supervisory Authority or law enforcement agency directly of any
breach and will not communicate with any Supervisory Authority or law enforcement agency directly about any actual or suspected Security Incident and
shall allow the notified Party to manage all such communications. Unless prohibited by applicable law, the notifying Party shall also notify the other Party
of any third party legal process relating to any Security Incident, including, but not limited to, any legal process initiated by any governmental entity
(foreign or domestic).
11.7.4 Without limiting the foregoing, the notified Party shall make the final decision on notifying (including the contents of such notice) the notified
Party’s client’s, employees, service providers, Data Subjects and/or the general public of such Security Incident, and the implementation of the
remediation plan.
11.8 CALIFORNIA DATA.
11.8.1 Without limiting the foregoing, if a Party is collecting or transferring California Data to the other Party, that Party represents, warrants, and
covenants that it has and/or shall provide Data Subjects with a CCPA-compliant notice at or before the point of collection which includes, or which links
to a privacy policy which includes: (i) a list of the categories of Personal Data about Data Subjects to be collected; (ii) the business or commercial
purpose(s) for which such Personal Data will be used; (iii) the link titled “Do Not Sell My Personal Information” or “Do Not Sell My Info” required by
CCPA, or in the case of offline notices, the web address for the webpage to which it links; and (iv) a link to that Party’s privacy policy, or in the case of
offline notices, the web address of that Party’s privacy policy. The Parties shall not collect categories of Personal Data, and shall not use a Data
Subject’s Personal Data, for any purpose other than those disclosed in the notice.
11.8.2 The Parties will record and retain, for a minimum of two (2) years after the expiration or termination of this Agreement, records of any notice to,
and consent or request from, Data Subjects regarding the collection, disclosure, retention and use of California Data. Upon the other Party’s request,
each Party shall make all records, appropriate personnel, and/or any location from which California Data can be accessed available for inspection to
demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a
duty of confidentiality.
12. MISCELLANEOUS.
12.1 The relationship of the Parties under this Agreement is one of independent contractors, and no agency, partnership, joint venture, or similar
relationship is created or may be construed.
12.2 This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings
between the Parties as to the subject matter hereof. Only a writing signed by both Parties may change this Agreement.
12.3 If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement
shall remain in full force and effect to accomplish the intent and purpose of the Parties. The Parties agree to negotiate the severed provision to bring it
within the applicable legal requirements to the extent possible.
12.4 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other
Party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either Party unless it is in
writing and signed by an authorized representative of the Party to be bound.
12.5 RFG may, in its sole discretion and without prior notice, (a) revise these Terms and Conditions; (b) modify the Site and/or the related Services
provided by RFG; and (c) discontinue the Site and/or such related Services at any time. RFG shall post any revision to these Terms and Conditions to
the Site or elsewhere at RFG’s discretion, and the revision shall be effective immediately on such posting. Client agrees to review periodically these
Terms and Conditions and other online policies posted on the Site or elsewhere in connection with the Services. Client agrees that, by continuing to use
or access the Site or the Services following notice of any revision, Client shall abide by any such revision.
12.6 This Agreement and any disputes between the Parties shall be governed by and construed according to the laws of United States and the State of
Washington, without reference to their rules regarding conflicts of law.
12.7 Neither Party may make public statements about this Agreement or the Services provided hereunder without the written consent of the other. This
notwithstanding, Client agrees that RFG may include Client’s name, logo, and/or URL in lists of representative suppliers (including website lists),
marketing materials, investor or other presentations, financial reports and any materials prepared for RFG’s current or potential clients.
12.8 To be effective, any notice or demand under this Agreement is required to be in writing and given by priority mail, confirmed email, or in-person
delivery.
DATAFORCE
AUDIENCE
RFG+
CONTACT
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WisePerks | Terms and Conditions
English
Terms & Conditions
The use of this website is subject to the following terms of use.
When you register
When you create a personal account, we ask you some personal information, as
mentioned here:
You can update or change your Basic profile information at any time.
You can opt-out or close your account at any time.
We respect your privacy and make best use of technology to safe guard your
information from unauthorized physical and electronic access.
We share your information only with organizations, which are required to operate
Torfac. And those organizations need to take care of our commitments to your
privacy and security.
What information we collect from you
Directly collected
Email address and password of your account with us.
Your response to profiling questions.
Any customer service correspondence.
Any personal details you share for redemption
Any other information directly provided by you.
Usage data
Your IP address, geo location and cookies
Information about the device you use
Your survey activity, points in your account, the payments you receive after
redeeming.
How do we use your data
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WisePerks | Terms and Conditions
Sending you invitation emails to take up the survey you qualify for.
Detect and prevent fraudulent activity.
Improve your experience on Torfac platform
Your responses are transferred to our affiliated third parties and partners in an
aggregated and de-identified format.
Our partners can ask you to provide your name, email address and other contact
information during a survey.
You are free to decline providing your details to our partners, if you agree than
you are providing this information directly to them and not to Torfac.
Your information will be dealt with in accordance with the relevant business
Privacy Policy and not Torfac’s Privacy Policy.
Our partners are committed to respect and protect your privacy.
What we don’t do with it
We don’t sell on that information to anyone, and we don’t use it to sell anything to
you. We will always ask permission before sharing your data.
Your right to control your data
You have full control of your data.
You can access, update or change your basic profile information whenever you
want.
You can unsubscribe and deactivate your account.
You are free to get your profile deleted by sending us a mail at
[email protected]. We would try to resolve your concern and if you still
wish to get your account deleted, then shall be doing it within 72 hours.
Data Security
Our tech team works really hard to keep all your data secure.
We make use of latest technology and measures to avoid any misuse or unauthorized
access of your data. However, due to the nature of the online environment we cannot
give 100% assurance of data security.
We try our best to rule out the risks, however cannot guarantee risk free environment.
By accepting these Terms and Condition, you acknowledge and accept these risks.
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WisePerks | Terms and Conditions
Any questions, please feel free to contact us
If you have any queries or complaints about our privacy policy and procedures. Please
send us an email at [email protected] (mailto:[email protected]) and we
shall get back to you within 48 hours.
To know more..
Create an account for free and join our thousands of happy members.
Register Now ()
Get in touch
For any questions, please email us at
[email protected] (mailto:[email protected])
FAQs (/faq) | Privacy Policy (/privacy-policy) | T&C (/terms-and-conditions) | Releases (/releases)
Copyright © 2024 WisePerks. All rights reserved.
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Terms and Conditions | Surveys Exchange to Earn Money | Get rewarded for completing surveys
Terms and Conditions
Summary
−
BEFORE USING OUR SERVICES, PLEASE READ THE ENTIRE TERMS OF SERVICE BELOW. THIS SUMMARY ONLY INCLUDES SOME KEY POINTS
REGARDING YOUR MEMBERSHIP.
SurveyExchange is only for your personal, noncommercial use.
By participating as a panellist, you agree to deal fairly and professionally with us and with other SurveyExchange members.
While you control how often you participate, our clients control administration of their own surveys.
Points may be accrued at varying rates but can only be redeemed in 25,000-point ($25 equivalent) increments.
The SurveyExchange system only works properly if our members answer surveys thoughtfully and truthfully, and do not try to “game the
system” by speeding through surveys, providing meaningless answers, or otherwise taking surveys in bad faith.
We reserve the right to deactivate a member’s account for any reason.
Welcome to the SurveyExchange website (the “Site”), owned and operated by Solugo (referred to herein as “SurveyExchange”). By
accessing, browsing, or using the Site or other services described below, you acknowledge you have read, understood, and agreed to be
bound by these Terms of Service (“Terms”). These Terms govern your use of SurveyExchange’s services, including but not limited to:
1. use of the Site;
2. registration as a member (“Member”);
3. participation on a panel;
4. use of any mobile applications operated by SurveyExchange (also included as part of the “Site”); and
5. participation in any survey or study offered, provided, hosted, or administered by or through SurveyExchange (collectively, and inclusive of
items 1 through 5, the “Service(s)”)
If you do not agree to these Terms, you should not access the Services. SurveyExchange reserves the right to refuse, restrict, prohibit, or
reject your access to the Services, at any time, for any reason.
Our collection and use of your personal information is also governed by our Privacy Policy, and our administration of sweepstakes is
governed by the SurveyExchangeDailySweeps Official Rules, each of which are incorporated into these Terms by this reference.
SurveyExchange reserves the right to revise these Terms at any time by updating this posting. You are encouraged to review these Terms
each time you use the Services because your use of the Services after the posting of changes will constitute your acceptance of the
changes.
1. Use of the Services
−
We grant you a personal, limited, revocable, non-transferable, non-exclusive license to access and use the Services. We reserve the right, in
our sole discretion and without notice to you, to change, suspend, add to, or discontinue any aspect of the Services, and we will not be
liable to you or to any third party for doing so. Your continued use of the Services will constitute your acceptance of any such changes.
You may use the Services only for your own noncommercial personal use and in compliance with these Terms. You are responsible for your
own communications, including the transmission, uploading, or posting of information on or through the Site, and are responsible for the
consequences of such communications.
You agree you will not use the Services for any of the following purposes:
1. Posting, communicating, or transmitting any material which infringes on any intellectual property, publicity, or privacy right of another
person or entity;
2. Posting any information which is untrue, inaccurate, or not your own;
3. Engaging in conduct which may constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation;
4. Attempting to interfere in any way with the Site’s or SurveyExchange’s network security, or attempting to use the Services to gain
unauthorized access to any other computer system;
5. Using spiders, robots, or other automated data mining techniques to catalogue, download, store, or otherwise reproduce or distribute
data or content available in connection with the Services;
6. Manipulating the results of any survey or sweepstakes;
7. Collecting any personal information of any other user of the Services;
8. Opening, using, or maintaining more than one membership;
9. Forging or masking your true identity, using proxy servers, or engaging in any other activity that, in SurveyExchange’s sole and absolute
discretion, suggests an effort to abuse the Services;
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10. Using obscene or abusive language when communicating with SurveyExchange support staff;
11. Posting or transmitting any threatening, libelous, defamatory, obscene, pornographic, lewd, scandalous or inflammatory material or
content or any material or content which could otherwise violate applicable laws; or
12. Engaging in any fraudulent activity, including but not limited to speeding through surveys, taking the same survey more than once,
masking or forging your identity, submitting false information during the registration process, submitting false or untrue survey data,
regularly setting off “trap” questions or failing attention check questions, or redeeming or attempting to redeem rewards, prizes or
incentives through false or fraudulent means.
You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities
occurring under your account or password. You agree to notify us immediately in the event of any unauthorized use of your account or
other breach of security.
2. Additional Terms and Conditions
−
You agree additional terms and conditions may apply to specific products, orders, or your use of certain portions of the Services, including
with respect to ordering, shipping, and return policies and membership reward programs (“Additional Terms”). Such Additional Terms are
made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall
control.
3. Membership, Points Administration
−
The Services are available to Members who are thirteen years and older and who have not been suspended or removed by
SurveyExchange for any reason. If any survey or study includes questions for a child under 13, respondents must secure parental consent
before participating. Without limiting the foregoing, we will comply with all applicable laws and regulations concerning the collection of
information from minors. For Members outside India, other laws and regulations related to minors may apply.
We reserve the right to revoke your membership for any reason at any time including as a result of a violation of these Terms, without
notice. Membership is void where prohibited by law.
We keep track of your earnings in the form of “points.” Each point you earn is worth 0.001 USD (i.e., 1,000 points is worth 1.00 USD). We
reserve the right to change the dollar value of points upon forty-five days’ written notice, through prominent announcements on the Site
and elsewhere, including email, alerting you to these changes. Any such changes will affect new points earned but will not affect any
points you’ve already earned.
“Pending” points are points earned for surveys completed but still await review, and therefore are not yet eligible for redemption. This
process can take up to six weeks to complete and for the points to post to your account. Once reviewed and approved, points are
immediately available for redemption. Points can only be redeemed in increments of 25,000. For example, if you have 27,000 points, you
can redeem 25,000 points, leaving 2,000 points in your account. Likewise, if you have 55,000 banked points, you can redeem 50,000 points,
leaving 5,000 points in your account.
Points can be redeemed for a wide variety of gift cards to your favorite stores, restaurants, and entertainment, deposited to your PayPal
account, or given to one of several charitable organizations listed on our Site. Funds are typically deposited in your PayPal account within
ten business days of the request. If you've opted to receive a specific gift card instead, the card will typically be sent in digital format within
ten business days to your SurveyExchange email account.
Please note: When requesting a redemption of points to PayPal, the point reduction in your Wallet will reflect the net point redemption
(25,000, 50,000 etc) plus an additional 2% to cover the PayPal fee applied. This 2% additional redemption applies only to PayPal
distributions and not gift card options.
You acknowledge and agree a client may invalidate a survey that fails to pass a quality check, and in such cases any pending points
associated with the particular survey will be removed from your account. You acknowledge and agree clients reserve the right to kick you
out of a survey for any reason, including but not limited to you not fitting into the desired respondent pool, the client reaching or
exceeding the desired number of respondents, and/or your failure to properly pass a quality check.
You also acknowledge and agree if you fail to log in to your SurveyExchange account and meaningfully interact with the Site by navigating
and clicking for twelve months or longer, your account may be cancelled or deactivated, and any points would no longer be available for
you to redeem regardless of balance available. This twelve month period is subject to change on forty-five days’ written notice.
In order to redeem earnings from activities on the Site, you must (A) have confirmed your email address by responding to any email sent
to you from SurveyExchange, AND (B) have completed a minimum of five surveys have all been validated by a SurveyExchange client. A
survey has been completed if
1. the survey has been legitimately started on the Site,
2. the survey has been taken by you as a Member,
3. all survey questions have been successfully answered, and
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Terms & conditions
Terms & conditions
1.1
The following definitions and rules of interpretation apply in this Agreement:
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1. Definitions
‘Agreement’ means these terms and conditions and the Order.
contractors or authorized representatives.
‘Business Day’ means a day (other than a Saturday or a Sunday or
major US federal holiday) on which the clearing banks and major US
stock exchanges are open for business
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‘Associates’ means a party’s employees, officers, agents, sub-
‘Client’ means the party specified in the Order.
‘Client Materials’ means any data, client equipment, computer
systems, software, documents, copy, Intellectual Property Rights,
artwork, logos and any other Materials or information that are
provided to Savanta and/or its Associates by or on behalf of the
Client.
‘Client Notice Address’ means the address set out in the Order.
‘Commencement Date’ means the date set out in the Order.
‘Created Materials’ means those Materials specifically created for the
purposes of the Services by or on behalf of Savanta (including any
Materials adapted, modified or derived from the Client Materials),
incorporated into Deliverables during the Term.
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‘Data Protection Legislation’ means: (i) in EU countries, the EC
Directive on the protection of individuals with regard to the processing
of personal data and on the free movement of such data (95/46/EC)
and all local laws or regulations giving effect to this Directive; and/or
(ii) in non-EU countries, any similar or equivalent laws, regulations or
rules relating to information or data about individuals.
‘Deliverables’ means any materials provided by Savanta to the Client
under this Agreement and as set out in the Order, including
Questionnaires, Survey Data and any static reports.
‘Expenses’ means the costs incurred by Savanta in providing the
Services, to be charged in accordance with clause 6.
‘Fees’: the price payable to Savanta for the Services as set out in the
‘Intellectual Property Rights’ or ‘IPRs’ means the following rights,
wherever in the world enforceable, including all reversions and
renewals and all applications for registration: (i) any patents or patent
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Order.
applications; (ii) any trade marks (whether or not registered); (iii)
inventions, discoveries, utility models and improvements whether or
design rights (whether registered or unregistered); (v) database rights;
(vi) performer’s property rights as described in Part II, Chapter X of the
Copyright Designs and Patents Act 1988 and any similar rights of
performers anywhere in the world; (vii) any goodwill in any trade or
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not capable of protection by patent or registration; (iv) copyright or
service name, trading style or get-up; and (viii) any and all other
intellectual or proprietary rights.
‘Materials’ means any reports, presentations, artwork, copy, models,
designs, photographs, commercial, feature film, character, music,
voice over, sound recording, performance, book, painting, logo, or any
other material protected by Intellectual Property Rights, but not
including any software.
‘Savanta’ means Savanta Group LLC means Savanta Group LLC, a
California limited liability company with offices located at 100
Montgomery Street, Suite 1101, San Francisco, CA 94104.
‘Savanta IPRs’ means all of the IPRs in any software (including all
programming code in object and source code form), methodology,
know-how and processes (including all development documents,
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electronic design formats, programming and systems structures) and
Materials, data or other content in relation to which the Intellectual
Property Rights are owned by (or licensed to) Savanta and which are:
(i) in existence prior to the date on which it is intended to use them for
the purposes of providing the Services and/or the Deliverables; (ii)
created by or for Savanta outside of the Services and which are
intended to be reused across its business; or (iii) created after the
termination of this Agreement.
‘Savanta Privacy Policy’ means the privacy policy set out here, as
amended from time to time.
‘Order’ means the order form entered into between the Client and
Savanta, which incorporates these terms and conditions.
‘Questionnaire’ means a commissioned questionnaire used to collect
Survey Data.
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‘Project Change Form’ has the meaning given in clause 3.1.
‘Services’ means the services to be provided by Savanta under this
Agreement, as set out in the Order, together with any other agreed
written agreement between the parties that incorporates these terms
and conditions.
‘Survey Data’ means any raw data collected by, or on behalf of,
Savanta to provide the Services.
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services which Savanta provides to the Client, as set out in any other
‘Term’ has the meaning given in the Order.
‘Third-Party Materials’ means those Materials created by a third party
and included in any Deliverables, but which excludes software which
is owned or licensed by a third party.
1.2
Clause, schedule and paragraph headings shall not affect the interpretation
of this Agreement.
1.3
A ‘person’ includes a natural person, or corporate or unincorporated body
(whether or not having separate legal personality).
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1.4
Where the context so requires, words in the singular shall include the plural
and vice versa, and words denoting one gender shall include all genders.
A reference to a statute or statutory provision is a reference to it as
amended, extended or re-enacted from time to time, and includes any
subordinate legislation in force made under it
1.5
If there is any conflict or direct inconsistency between any of the documents
comprising this Agreement, they will prevail according to the following order
of precedence: (i) the Order (but only to the extent of such direct
inconsistency); and (ii) these terms and conditions.
1.6
example” or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition, phrase or term
preceding those terms.
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Any words following the terms including, “include”, “in particular”, “for
1.7
Except where stated otherwise, a reference to ‘writing’ or ‘written’ does not
2. Commencement and term
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include fax or e-mail.
2.1
Savanta shall provide the Services to the Client on the terms and conditions
of this Agreement from the Commencement Date.
2.2
This Agreement shall run for the Term, unless terminated sooner in
accordance with clause 12.
2.3
Any dates specified in any Order shall be estimates only and time shall not
be of the essence in this Agreement.
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3. Changes to order
3.1
Either party may propose changes to the scope or execution of the Services,
but no proposed changes shall come into effect until a relevant Project
Change Form has been signed by both parties. A “Project Change Form”
shall be a document setting out the proposed changes and the effect those
changes will have on:
(a) the Services;
(b) the Fees;
(c) the timetable for the Services; and
3.2
If the parties agree to a Project Change Form, they shall sign it and that
Project Change Form shall amend this Agreement.
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(d) any terms of this Agreement.
4.1
Savanta warrants and undertakes that:
(a) it has full power and authority to enter into this Agreement;
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4. Savanta's obligations & warranties
(b) it shall perform the Services with reasonable skill and care, using
suitably qualified personnel, to a standard no less than that to be
reasonably expected of a competent research agency of similar size
and resources; and
(c) the use by the Client of any Created Materials (but excluding any
IPRs in any Client Materials incorporated in the Created Materials) in
accordance with this Agreement and for the purposes set out in the
Order will not infringe the copyright of any third party.
4.2
Savanta hereby indemnifies the Client against any losses, costs or expense
incurred by the Client as a result of breach by Savanta of its warranty in
clause 4.1(c).
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4.3
Save to the extent expressly agreed in an Order, the relationship between the
parties is non-exclusive and Savanta shall therefore be entitled to provide
any services or deliverables the same or similar to the Services (but for the
avoidance of doubt, only without using any Client Materials) to any third
party subject always to clause 9 (Confidentiality).
4.4
Subject to clause 10.2, Savanta shall not be liable for:
(a) any loss or damages arising as a result of any information or
materials supplied or approved by the Client; or
(b) any loss or damages arising from the withdrawal or alteration of
any third-party product or service.
5. Client's obligations & warranties
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5.1
(a) it has full power and authority to enter into this Agreement;
(b) the Client Materials will not, when used in accordance with this
Agreement and any written instructions given by the Client, infringe
any third party Intellectual Property Rights;
(c) to the best of its knowledge and belief, the Client Materials will
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The Client warrants that:
comply with all applicable laws and regulations;
(d) the Client Materials are accurate and complete; and
(e) it is the beneficial owner of, or is entitled to provide Savanta with,
the Client Materials.
5.2
The Client undertakes to:
(a) provide Savanta with full and clear instructions as to its
requirement for the Services and all information, materials and
assistance required for the proper performance of the Services;
(b) promptly supply to Savanta (at no charge) any Client Materials
reasonably required by Savanta or otherwise necessary to provide the
Services and shall ensure that it has all rights and licenses in place to
enable use by Savanta of all Client Materials;
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(c) use the Services only for the purposes for which they were
provided, and not modify or alter any material or information provided
by Savanta without Savanta’s written consent; and
(d) keep Savanta informed of any matters related to the Client which
will, or could, have an impact on Savanta’s performance of the
Services.
5.3
If the Client does not fulfil its obligations under or in connection with this
Agreement (including its payment obligations), then to the extent that such
failure prevents Savanta from performing any Services in accordance with
this Agreement, Savanta will be relieved of its obligations to the Client, and
Savanta shall not be liable for any losses, costs or expenses incurred by the
6. Fees
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Client as a result of any such failure.
6.1
pay the Fees set out in the Order as amended by any Project Change Form (if
applicable).
6.2
Savanta will invoice the Client as set out in the Order.
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In consideration of the provision of the Services by Savanta, the Client shall
6.3
In addition to the Fees, the Client shall reimburse Savanta for its reasonable
Expenses. If Savanta is required to pay more than US $750 at any one time
for any Expenses, Savanta will seek written approval (not to be unreasonably
withheld) from the Client in advance of incurring such Expenses.
6.4
Savanta reserves the right to invoice the Client for any costs reasonably
incurred by Savanta as a result of delays by the Client in performing any of
the Client’s obligations under this Agreement.
6.5
The Client shall pay Savanta, in full and in cleared funds, within 30 days of
the date of each invoice.
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6.6
In event that the project is canceled, or this Agreement terminated following
acceptance, Savanta will charge you an amount equal to the greater of:
- 10% of the total project fee or US $2,500 (whichever is lower); or
- A fee based on work undertaken up to the date of cancellation, calculated
by incorporating both expenses incurred, and estimated time committed to
date, which shall be payable in accordance with clause 6.
6.7
Without prejudice to any other right or remedy that it may have, Savanta may
charge interest on any overdue sum from the due date for payment at an
annual rate of 12%, accruing daily from the due date for payment until the
date on which Savanta receives payment together with all accrued interest.
been made in full (during which period, for the avoidance of doubt, the Fees
will remain payable in full).
6.8
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Savanta may also suspend the Services until payment for overdue sums has
If any payment of the Fees or Expenses is subject to tax (whether by way of
direct assessment or withholding at its source), Savanta shall be entitled to
Savanta of the Fees and Expenses after tax in respect of the payment is the
same as it would have been were the payment not subject to such tax.
6.9
If Savanta is required to purchase anything other than in US dollars, it shall
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receive from the Client such amounts as shall ensure that the net receipt to
charge the Client at the exchange rate (which shall be the mid-point rate as
quoted in the following day’s Financial Times) in operation on the date on
which Savanta makes the purchase. If Savanta is required to invoice the
Client other than in US dollars, the Fees shall be calculated in US dollars, and
shall be charged to the Client based on the exchange-rate in operation on the
date on which Savanta issues the invoice (which shall be the mid-point rate
as quoted in the following day’s Financial Times).
6.10
Notwithstanding clause 6.5, all sums payable to Savanta under this
Agreement shall become due immediately on its termination.
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7. Third party contracts
7.1
Savanta enters into contracts with third party suppliers in respect of Services
in accordance with such suppliers’ standard or individual conditions and
contracts (“Third Party Contracts”).
7.2
Provided that Savanta has notified the Client of any significant restrictions or
contract terms contained in such Third Party Contracts:
(a) the Client hereby acknowledges that its right to use or otherwise
benefit from any Services or deliverables acquired under such Third
(b) any charges or liabilities (to the extent caused by an act or
omission of the Client or its affiliates or any third party acting for or on
its behalf) for which Savanta is liable under such Third Party Contracts
(including cancellation payments) shall be the responsibility of the
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Party Contracts shall be as set out in such Third Party Contracts;
Client; and
(c) the Client hereby indemnifies, and keeps indemnified, Savanta
omission of the Client which puts Savanta in breach of any such Third
Party Contracts.
7.3
Savanta shall provide the Client with a copy of any relevant Third Party
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against any losses, costs and expenses caused by any act or
Contract if requested to do so and if authorized by the relevant third party.
8. Intellectual property rights
8.1
Savanta acknowledges that ownership of Client Materials and ownership of
all Intellectual Property Rights in any Client Materials (including any
modifications or adaptations of such Client Materials produced in the course
of providing the Services) shall remain vested in the Client or its licensors.
The Client hereby grants to Savanta a non-exclusive license during the Term
to use the Client Materials solely for the purposes of providing the Services.
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8.2
Subject to the remaining provisions of this clause 10 and subject to Savanta
receiving payment of all Fees attributable to Created Materials Savanta
hereby assigns to the Client (and in the case of copyright, by way of a
present assignment of future copyright) all of the Intellectual Property Rights
in Created Materials which are capable of being assigned together with the
right to sue for past infringement of the Intellectual Property Rights in
Created Materials.
8.3
The Client acknowledges that all Intellectual Property Rights in the Savanta
IPRs shall be owned by and remain the property of and vested in Savanta.
Subject to Savanta receiving payment of all Fees attributable to the Savanta
IPRs licensed under this clause 8, Savanta hereby grants to the Client a
by Savanta for the period of time and for the purposes set out in the Order.
8.4
The Client shall not, nor knowingly allow anyone else to, copy, decompile,
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license to use such Savanta IPRs as are included in any materials provided
modify or reverse engineer any Savanta IPRs, without Savanta’s prior written
8.5
The Client shall not sub-license, assign or otherwise transfer the rights
granted in clause 8.3.
8.6
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consent.
Prior to delivery of any Deliverables, Savanta shall obtain such licenses or
consents in respect of Third Party Materials as shall be necessary in order
that the Client can use such Third Party Materials for the purposes set out in
the Order. Savanta shall notify the Client of any restrictions on usage and
any other contractual restrictions arising in respect of such Third Party
Materials, and the Client hereby indemnifies, and keeps indemnified, Savanta
against any losses, costs and expenses suffered by the Savanta as a result
of the Client or its Affiliates breaching any such restrictions.
8.7
Savanta agrees, at the Client’s request and expense, to take all such actions
and execute all such documents as are necessary (in the Client’s reasonable
opinion) to enable the Client to obtain, defend or enforce its rights in the
Deliverables, and shall not do or fail to do any act which would or might
prejudice the Client’s rights under this clause 8.
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8.8
Notwithstanding any of the above and save as otherwise expressly provided
for in the Order, Savanta shall:
(a) be able during and after the Term to use any Deliverables which
have been broadcast, published, distributed or otherwise made
available to the public, and the Client’s name and logo for the
purposes of promoting its work and its business including on
Savanta’s website, in credentials pitches and in its showreel. Any
other use by Savanta shall be subject to the Client’s prior approval;
and
(b) retain all know how obtained in connection with the Services.
8.9
other similar process for the Client, then notwithstanding any of the previous
provisions of this clause 8, Savanta shall retain ownership of all Intellectual
Property Rights in any materials forming part of the pitch process, save to
the extent that Savanta is successful in such pitch and the parties agree that
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During the Term, if Savanta is asked to take part in a competitive pitch or
such materials will be used in accordance with Services to be provided under
8.10
For the avoidance of doubt, Savanta shall not be liable under or in
connection with this Agreement for any modifications, adaptations or
amendments to any Deliverables made by the Client or by a third party on the
Client’s behalf, nor in the event that any fault, error, destruction or other
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the Order.
degradation in the quality and/or quantity of the Deliverables arises due to
the acts or omissions of the Client and/or its Associates.
9. Confidentiality
9.1
Each of the parties acknowledges that, whether by virtue of and in the
course of this Agreement or otherwise, it may receive or otherwise become
aware of information relating to the other party, its clients, customers,
businesses, business plans or affairs, which information is proprietary and
confidential to the other party (“Confidential Information”).
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9.2
Confidential Information shall include any document marked “Confidential”,
or any information which the recipient has been informed is confidential or
which it ought reasonably to expect the other party would regard as
confidential.
9.3
Confidential Information shall exclude information which:
(a) at the time of receipt by the recipient is in the public domain;
(b) subsequently comes into the public domain through no fault of the
recipient, its officers, employees or agents;
(c) is lawfully received by the recipient from a third party on an
unrestricted basis; and/or
9.4
Each of the parties undertake to maintain the confidentiality of the other
party’s Confidential Information at all times and to use no less adequate
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(d) is already known to the recipient before receipt hereunder.
measures than it uses in respect of its own confidential information to keep
the other party’s Confidential Information reasonably secure. Neither party
the prior written consent of the other party, use, disclose, exploit, copy or
modify any of the other party’s Confidential Information, or authorize or
permit any third party to do the same, other than for the sole purpose of the
exercise of its rights and/or the performance of its obligations in connection
with this Agreement.
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shall at any time, whether during the Term or at any time thereafter, without
9.5
Each of the parties undertakes to disclose the other party’s Confidential
Information only to those of its Associates to whom, and to the extent to
which, such disclosure is necessary for the purposes contemplated under
this Agreement.
9.6
The Client acknowledges that nothing in this Agreement shall affect
Savanta’s right to use as it sees fit any general intelligence gained by
Savanta in the course of its appointment.
9.7
Neither party shall be in breach of this clause 9 if it discloses the other
party’s Confidential Information in circumstances where such disclosure is
required by law, regulation or order of a competent authority, provided that, to
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the extent practicable and permissible, the other party is given reasonable
advance notice of the intended disclosure and a reasonable opportunity to
challenge the same.
9.8
The terms of and obligations imposed by this clause 9 shall survive the
termination of this Agreement for any reason.
10. Limitations of liability
10.1
Subject to clause 10.2, Savanta’s maximum aggregate liability under or in
(a) whether in contract, tort (including negligence) or otherwise, shall
in no circumstances exceed the lower of (a) US $1,000,000; and (b)
the amount paid or payable by the Client to Savanta in the 12 month
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connection with this Agreement:
period preceding any event giving rise to liability; and
(b) in the case of any indemnity contained in this Agreement, shall in
10.2
Nothing in this Agreement shall exclude or in any way limit either party’s
liability for fraud, death or personal injury caused by its negligence or any
other liability to the extent such liability may not be excluded or limited as a
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no circumstances exceed US $1,000,000.
matter of law.
10.3
Subject to clause 10.2, neither party shall be liable to the other, whether in
contract, tort (including negligence), for breach of statutory duty, or
otherwise, arising under or in connection with this Agreement (and including
for the avoidance of doubt any indemnity contained in this Agreement) for:
(a) any loss (whether direct, indirect or consequential) of profits, sales
or business, agreements or contracts, anticipated savings or goodwill;
(b) loss of use or corruption of software, data or information; or
(c) any special, indirect, consequential or pure economic loss, costs,
damages, charges or expenses.
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10.4
Where one party (“Indemnifying Party“) agrees to indemnify and keep the
other party (“Indemnified Party”) indemnified under this Agreement, the
Indemnified Party shall comply with the following process in the event that a
third party claim arises:
(a) the Indemnified Party must promptly notify the Indemnifying Party
in writing of such claim;
(b) the Indemnified Party must not make any admission of liability,
settlement or compromise without the prior written consent of the
Indemnifying Party;
(c) the Indemnified Party must give the Indemnifying Party express
authority to conduct all negotiations and litigation and to defend
and/or settle all litigation arising from such claim, provided that the
conduct and defense of the claim;
(d) the Indemnified Party must provide the Indemnifying Party with all
available information and assistance in relation to such claim as the
Indemnifying Party may reasonably require at the Indemnifying Party’s
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Indemnifying Party regularly consults the Indemnified Party on the
cost and expense; and
(e) if within ninety (90) days after the Indemnifying Party’s receipt of
defend or settle such claim, the Indemnified Party may at the
Indemnifying Party’s expense undertake the defense, compromise or
settlement of the claim as it sees fit.
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notice of any such claim, the Indemnifying Party fails to take action to
11. Data protection
11.1
Each party warrants to the other that it complies and will continue to comply
with the terms of any applicable Data Protection Legislation and any other
relevant data protection laws, legislation and regulation. For the purposes of
this clause 11, “personal data” and “processes” shall have the meanings
given under Data Protection Legislation.
11.2
Where Savanta, or its Associates, process personal data on behalf of the
Client, then Savanta shall, and shall procure that its Associates shall:
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(a) process such data solely in accordance with the Client’s
instructions from time to time and in accordance with its duties under
Data Protection Legislation and the Savanta Privacy Policy; and
(b) adopt and maintain reasonably appropriate security and
organizational measures against unauthorized, unlawful processing,
accidental loss or destruction of such data and take reasonable steps
to ensure compliance with those measures.
11.3
The Client warrants and undertakes that it has all necessary rights to provide
personal data to Savanta and to require Savanta to process personal data on
its behalf.
12.1
Subject to clause 12.3, either party may terminate this Agreement for
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12. Termination
convenience on 90 days’ written notice.
Subject to clause 12.3, without prejudice to any other rights or remedies
which the parties may have, either party may terminate this Agreement
without liability to the other immediately on giving notice to the other if the
other party:
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12.2
(a) fails to pay any amount due under this Agreement on the due date
for payment and remains in default not less than 15 days after being
notified in writing to make such payment;
(b) commits a material breach of this Agreement and (if such a breach
can be remedied) fails to remedy it within 30 days of being notified in
writing of the breach;
(c) suspends (or threatens to suspend) payment of its debts or the
continuation of all or a substantial part of its business, is unable or
deemed unable to pay its debts as they fall due, begins negotiations
with any class of its creditors with a view to rescheduling any of its
debts, is the subject of a court order for winding-up, has a receiver
appointed over its assets (or entitles any person to appoint one), or
enters into any compromise or arrangement with its creditors or is the
subject of a notice, resolution or order for or in connection with its
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winding-up (other than for the sole purpose of a solvent
amalgamation or solvent reconstruction); or
(d) any event occurs, or proceeding is taken, with respect to the other
party in any jurisdiction to which it is subject that has an effect
equivalent or similar to those outlined in clause 12.2(c).
12.3
On termination of this Agreement for any reason:
(a) the Client shall immediately pay Savanta for all Savanta’s
outstanding unpaid invoices, and, in respect of Services performed
and Expenses incurred but not yet invoiced or to which Savanta is
committed (including, but not limited to any cancellation charges
imposed by its suppliers), Savanta may submit invoices, which shall
(b) the accrued rights and liabilities of the parties as at termination,
and the continuation of any provision expressly stated to survive or
implicitly surviving termination, shall not be affected; and
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be payable immediately on receipt;
(c) Savanta shall provide the Client with any Survey Data in a standard,
12.4
On termination of this Agreement, clauses 9, 10, 12 and 13 shall survive and
continue to have full force and effect.
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readable format as determined by Savanta in its sole discretion.
13. Non-solicitation
13.1
During this Agreement and for 12 months after its termination, neither party
shall, without the other party’s written consent, solicit or entice, or attempt to
solicit or entice (or encourage a third party to solicit or entice), any person
who, at any point in either the preceding six months or the six months before
termination (as applicable), was employed or engaged by the other party in
the provision or receipt of the Services other than by means of a national
advertising campaign open to all comers and not specifically targeted at any
of the staff of the other party.
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13.2
A party recruiting a person in breach of clause 13.1 above shall immediately
pay to the other party a sum representing 30% of the gross annual salary of
the person recruited (calculated in relation to the salary that the employee
was earning while employed by the non-defaulting party). If, for reasons of
confidentiality, Savanta requires the employee not to work during the notice
period, the Client will additionally pay Savanta a sum representing the salary
payable in respect of the unfulfilled portion of the notice period.
14. Force Majeure
A party shall not be in breach of this Agreement, or be liable for any failure or
delay in performance of any obligations under this Agreement (except in the
case of a failure to pay), where such failure or delay arises or is attributable
to acts, events, omissions or accidents beyond its reasonable control
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14.1
(‘Force Majeure’), including but not limited to fire, accidental damage, natural
disaster, war, terrorist attack, riots, failure of machinery, computers or
(excluding companies in the same group as the party seeking to rely on this
clause), or interruption or failure of utility service.
14.2
A party subject to Force Majeure shall not be in breach of this Agreement
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vehicles, industrial action, non-performance by suppliers or subcontractors
provided it could not have avoided the effect of Force Majeure by taking
precautions which it ought reasonably to have taken, and provided it
promptly notifies the other party of the existence and nature of the Force
Majeure, and uses reasonable endeavors to mitigate the effect of Force
Majeure.
14.3
If Force Majeure continues for more than 30 consecutive days, either party
may terminate this Agreement immediately by giving written notice to the
other party. Such termination shall be without prejudice to the rights of the
parties in respect of any breach of this Agreement occurring before such
termination.
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15. Notices
15.1
A notice (other than a notice in any legal proceedings) given by one party to
the other under this Agreement will be properly served if it is in English and
sent to the Client Notice Address or, in the case of notices to Savanta, to:
Address: the Savanta address set out in the Order
With a copy to: Next Fifteen Communications Corp, 100 Montgomery Street,
Suite 1650, San Francisco, CA 94104.
Attention: General Counsel.
15.2
sent by that method, the corresponding deemed delivery date and time:
Delivery Method
- Delivery by hand.
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The following table sets out methods by which a notice may be sent and, if
- Delivery by nationally recognized courier.
Deemed delivery date and time
- On signature of a delivery receipt.
- Upon delivery.
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- Pre-paid certified or registered mail return receipt requested.
15.3
For the purpose of this clause and calculating deemed receipt all references
to time are to local time in the place of deemed receipt.
16. Assignment and sub-contracting
16.1
Savanta shall be entitled to sub-contract its performance of the Services
provided that any sub-contracting shall not relieve Savanta from its
obligations to the Client under this Agreement
16.2
Subject to clause 16.1, neither party may assign, transfer or charge or
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otherwise dispose of this Agreement or any of its rights or obligations
arising hereunder without the prior written approval of the other party.
Savanta is, however, entitled to perform any Services under this Agreement
through any company which is its holding company or the subsidiary of such
holding company, and any act or omission of such company shall be
deemed to be the act or omission of Savanta.
17. Miscellaneous
17.1
No variation of this Agreement shall be valid unless it is in writing and signed
17.2
A party’s failure to exercise, or delay in exercising, any right or remedy
provided under this Agreement or by law shall not constitute a waiver of
such, or preclude any further exercise of that or any other right or remedy.
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by a duly authorized officer of each of the parties.
17.3
illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed not to form part of the Agreement, and the validity and
enforceability of the other provisions and part-provisions of the Agreement
shall not be affected.
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If any provision or part-provision of this Agreement is found to be invalid,
17.4
A person who is not a party to this Agreement shall have no rights to enforce
any term of it.
17.5
If any dispute arises under or in connection with this Agreement, the parties
will first attempt in good faith to settle such through negotiation rather than
through legal proceedings. If the dispute is not resolved within 21 days of
either party’s attempt to instigate such negotiations, it may be settled by the
courts of competent jurisdiction under this Agreement.
17.6
Nothing in this Agreement shall restrict or exclude the right of either party to
seek injunctive relief against the other party.
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17.7
This Agreement, and any documents annexed to it and signed or initialed by
the parties, constitutes the entire agreement between the parties and
supersedes any previous arrangement, understanding or agreement between
them relating to the subject-matter of this Agreement. Each party
acknowledges that, in entering into this Agreement, it does not rely on any
statement, representation, assurance, undertaking or warranty, whether
negligently or innocently made (‘Representation’), of any person (whether a
party to this Agreement or not), other than as expressly set out in this
Agreement. Each party agrees that the only remedies available to it arising
out of or in connection with a Representation shall be for breach of contract.
Nothing in this clause 17.7 shall limit or exclude any liability for fraud.
17.8
which when executed shall constitute a duplicate original, but all the
counterparts shall together constitute the one Agreement.
17.9
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This Agreement may be executed in any number of counterparts, each of
Nothing in this Agreement is intended to or shall operate to create a
partnership or joint venture of any kind between the parties or to authorize
authority to act in the name or on behalf of or otherwise to bind the other in
any way.
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either party to act as agent for the other, and neither party shall have
18. Governing law and jurisdiction
18.1
This Agreement, and any dispute or claim arising out of or in connection with
it or its subject-matter or formation (including non-contractual disputes or
claims), shall be governed by, and construed in accordance with, the law of
the state of California.
18.2
The parties irrevocably agree that the federal and state courts of San
Francisco, California shall have exclusive jurisdiction to settle any dispute or
claim that arises out of or in connection with this Agreement or its subjectmatter or formation (including non-contractual disputes or claims).
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TrendVue Addendum: These ONLY apply if you are taking out a subscription to
Savanta's TrendVue product:
“AI Software” means any software provided by a vendor that uses artificial
intelligence or machine learning to generate AI Generated Materials; and
“AI Generated Materials” means computer-generated third party output from AI
Software which may consist of text, images, video, code, or other content or
materials.
The Client acknowledges Savanta uses third party tools in the provision of the
Services which may include AI Software to generate and incorporate AI Generated
Materials into the Platform and/or any Deliverables and on this basis the Client
agrees as follows:
warrants and represents Client has all rights and permissions required to
provide such Input.
2. The Client shall not Input any Client Confidential Information into the Platform
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1. The Client is responsible for all Client input into the Platform (“Input”) and
and to the extent the Client Inputs any Client Confidential Information into the
Platform, Savanta will not be liable in any event for all losses, claims or
the Platform.
3. The Client acknowledges the Services are provided to the Client on an “as is"
and accordingly the Client assumes sole responsibility for the results obtained
from the Services and for any conclusions drawn from such use.
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otherwise in connection with the Client’s use of its Confidential Information in
4. The Client and Authorised Users may not:
(i) systematically scrape, crawl, harvest, retrieve or otherwise gather by
electronic means any data or other content from the Platform to monitor,
access, copy, create, acquire or compile - directly or indirectly, in single or
multiple downloads - a collection, compilation, database, directory or the like,
whether by manual methods, through the use of bots, crawlers, robots or
spiders, or any automatic devices, programs, algorithms or methodologies or
otherwise; or
(ii) remove, obscure or modify any copyright or other notices included in the
Insights nor any metadata or digital rights management that may be associated
with the Insights.
5. The Client acknowledges and agrees the above Additional Terms will take
precedence over the Conditions to the extent there is any conflict or direct
inconsistency between the two documents.
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Savanta is a data, market research and advisory company. We inform and inspire
our clients through powerful data, empowering technology and high-impact
consulting
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Registered in Scotland (SC 281 352) | Registered Address: C/O Bellwether Green
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Terms of Use - MFour Mobile Research
(https://mfour.com)
Terms of Use
(Effective as of January 31, 2024)
IMPORTANT — THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (referenced herein
as “You” or with “your”) AND MFOUR MOBILE RESEARCH, INC. (referenced herein as
“MFour”) THAT APPLIES EACH TIME YOU ACCESS OR USE AN MFOUR ONLINE PLATFORM,
INCLUDING MFOUR STUDIO™ (“Platform”). YOU SHOULD THEREFORE READ CAREFULLY THE
FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE (“TOU”) AS
THEY GOVERN YOUR USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH THIS TOU, YOU
ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM AND ARE
INSTRUCTED TO EXIT THE PLATFORM IMMEDIATELY.
1. Additional Terms and Conditions. This TOU remains subject to a statement of work, work order,
subscription order, or similar document with MFour for individual or enterprise use of the Platform
(“Order”). Further, your right to use may be only available under the general rights extended to the
entity or organization identified on the Order and if you are an employee or (authorized)
independent contractor working on behalf of such entity or organization and having a need to
access and use the Platform. Consequently, additional notices, terms, and conditions may apply to
fees, MFour services, solutions, or programs, number of permissible end users, term or duration of
permitted use, receipt of (or access to) certain content or data or the Platform. In the event of any
conflict with this TOU, such other notices, terms, and conditions shall control as to the scope of
their subject matter, but this TOU shall control with respect to individual use of the Platform. Your
further expressly acknowledge and agree that the grant herein remains subject at all times to the
payment by You (or the entity or organization identified on the Order) of the applicable fee(s).
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2. License Grant. MFour (or one of its affiliates) provides to You, under this TOU, a personal,
revocable, limited, non-exclusive,
non‑sublicensable, and non-transferable license to use the
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Platform conditioned on your continued compliance with the terms and conditions of this TOU.
Platform access may further provide the use or receipt of consumer, behavioral and other data
(“Licensed Data”) along with the Platform’s available functionality or features. Unless otherwise
noted, references to the “Platform” shall include the “Licensed Data.” Use of certain Licensed Data
may be subject to additional terms and conditions as provided by the respective licensor or
supplier. You may download (when allowed under the applicable Order) or print a single print copy
(or make a single screen shot) of the Licensed Data from the Platform solely for your personal use
or for internal business purposes; provided that all hard copies contain all copyright and other
applicable (attribution) notices contained in such materials and information.
3. Usage Rights. In addition to any other conditions, restrictions, or limitations set forth in this TOU,
all use of the Platform must: (i) remain lawful and at all times in compliance with laws and
regulations governing the Platform, including the Licensed Data; (ii) be only for personal use
associated with the internal business purposes of the entity or organization identified on the
applicable Order, including for analytics or market research on behalf of your employer or your
employer’s clients or customers; (iii) not be for purposes of republication, reposting, or redisplay of
any Licensed Data; (iv) be limited to use of the Licensed Data only on an aggregated basis for
consumer insight products and not be for the purpose of identifying an individual person
(“Consumer); (v) not be for the purpose of contacting directly or indirectly a Consumer by email,
text, mail, or other communication; and (vi) not be for targeting or other promotional outreach. To
the extent any right to download any Licensed Data is extending under an associated Order, you
shall not integrate the (downloaded) Licensed Data with any other database, CRM, or system not
owned or controlled by MFour.
4. Restrictions. This is a license and not a sale. Except as expressly provided herein, MFour does not
grant any other express or implied right to You or any other person. Accordingly, You may not
modify, reverse engineer, translate, decompile, create derivative work(s) of, copy, distribute, share,
disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels, license,
sublicense, transfer, sell, resell, mirror, frame, exploit, rent, lease, private label, grant a security
interest in, or otherwise use (or allow anyone else to use) the Platform (including the Licensed Data)
in any manner not expressly permitted herein. Without limitation of the foregoing, the Platform
may not be used or embedded in any software or database not controlled by MFour or used in a
manner intended, designed, or capable of recreating or building a competitive version of the
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Platform. Moreover, the Platform may not be used for the purpose of interfering with the normal
(or guided) operation
of the Platform or used in connection with automated data transfer,
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extraction, or copying technology, such as bots or crawlers.
5. User Obligations. You represent that You are at least the legal age of majority and will, at all
times, provide true, accurate, current, and complete information (for which You have all necessary
rights, permission(s), or authority) when submitting information through the Platform, including,
without limitation, when You provide information via a website registration or submission form. In
addition, You access the Platform on your own volition and are responsible for compliance with all
applicable laws, rules, and regulations with respect to your use of the Platform (including use of any
Licensed Data).
6. Privacy Policy. Please see MFour’s Privacy Policy at https://mfour.com/privacy-policy/
(https://mfour.com/privacy-policy/) for a summary of MFour’s personally identifiable information
collection and use practices.
7. Account. You may be required to register to use the Platform. Each registration is for a single
individual user only, unless otherwise expressly agreed upon by MFour or provided for in an Order.
Registration for access to and use of the Platform may also require access credentials, such as a
username and a password, or adherence to other particular access requirements as designated by
MFour in its sole discretion from time to time. You hereby agree to consider your access credentials,
such as a username and password, as confidential information and not to disclose such information
to any third party without the prior express written consent of MFour, which may be withheld in its
sole discretion. You shall immediately notify MFour if You suspect or become aware of any loss or
theft of your password or any unauthorized use of your username and password. MFour will not be
liable for any loss or damage arising from your failure (whether inadvertent or intentional) to
comply with these obligations.
8. Survey Builder Promo Codes. Survey Builder Promo Codes are subject to the following terms
and conditions and by using a Promo Code you agree to accept these terms and conditions: (a) the
Promo Code may be redeemed by entering the unique Promo Code during the Survey Builder
survey checkout process; (b) the Promo Code is valid for one-time use only and may only be
applied to one Survey Builder survey, (c) the Promo Code discount percentage will be applied to
the total cost of the Survey Builder survey up to a total discount of $5,000; (d) the Promo Code
discount may not be combined with any other discount, promotion or offer; (e) the Promo Code is
valid until the expiration date stated on the Prom Code; (f) the Promo Code is non-transferable and
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Terms of Use - MFour Mobile Research
cannot be exchanged for cash or any other form of value; (g) any attempt to tamper, manipulate, or
abuse the Promo Code
process or system may result in the Promo Code being voided and the
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survey being cancelled; (h) MFour reserves the right to track the usage of the Promo Code for
analytical and auditing purposes; and (i) MFour reserves the right to cancel or modify the terms of
the Promo Code program at any time without prior notice.
9. Proprietary Rights. This TOU provides only a limited license to access and use the Platform.
Accordingly, You expressly acknowledge and agree that MFour transfers no ownership or
intellectual property right, title, or interest in and to the Platform to You or anyone else. All Licensed
Data and all trademarks, service marks, text, graphics, headers, icons, user interfaces, visual
interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and
JavaScript code), programs, software, products, information, and documentation as well as the
design, structure, selection, coordination, expression, “look and feel,” and arrangement of any
content contained on or available through the Platform, unless otherwise indicated, are owned,
controlled, and licensed by MFour and/or its licensors. Moreover, the Platform (including all
Licensed Data) shall at all times remain the property of MFour or its third-party licensor(s) or
supplier(s). Without separate and prior written approval and without limitation of the notice or
attribution requirements for any printouts or downloads of the Licensed Data, this TOU provides no
right to use any name, trademark, or service mark of MFour, including, without limitation, MFOUR,
for any purpose, including, without limitation, as the source of any data.
10. Representations. You represent and warrant to MFour that You have the right, power, and
authority to: (a) enter into this TOU; (b) make the respective and applicable representations and
warranties contained herein; and (c) commit to and perform the respective duties, obligations, and
covenants set forth hereunder.
11. Disclaimer. MFOUR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE
ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE,” AND DATA, FEATURES, OR FUNCTIONALITY MAY CHANGE OR BE UPDATED FROM
TIME TO TIME. MFOUR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON‑INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, MFOUR EXPRESSLY
DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY-PROVIDED MATERIALS,
PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE
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PLATFORM, AND YOU AGREE THAT MFOUR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A
THIRD PARTY.
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12. Limitation of Liability. MFOUR SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM
RESULTING FROM A CAUSE BEYOND MFOUR’S CONTROL. MOREOVER, AND TO THE MAXIMUM
EXTENT NOT SEPARATELY ADDRESSED UNDER ANY ORDER WITH MFOUR, IN NO EVENT SHALL
MFOUR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR
FOR ANY LICENSED DATA AVAILABLE THROUGH THE PLATFORM, WHETHER BASED IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MFOUR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AND UNLESS OTHERWISE AGREED BY MFOUR,
TOTAL LIABILITY OF MFOUR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM
SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM (DURING THE LAST
TWELVE (12) MONTHS) OR TEN DOLLARS ($10 (U.S.)), WHICHEVER IS GREATER.
13. Governing Law. This TOU has been made in and will be construed and enforced in accordance
with the laws of the State of California as applied to agreements entered into and completely
performed in the State of California. To the extent any litigation matter arises from your
performance under this TOU, you and MFour each irrevocably consent to the personal jurisdiction
of the state and federal courts located in Los Angeles County, State of California for purposes of
any lawsuit seeking to enforce this TOU or any intellectual property right of MFour.
14. Dispute Resolution. Dispute resolution between MFour and the entity or organization
identified on an Order shall be pursuant to the terms and conditions governing the Order. For any
individual use pursuant to this TOU, You may bring claims associated with this TOU only on your
own behalf. Neither You nor MFour will participate in a class action or class-wide arbitration for any
claims covered by this TOU. You also agree not to participate in claims brought in a private attorney
general or representative capacity, or consolidated claims involving another person’s account, if
MFour is a party to the proceeding. For any claim between You and MFour either: (i) raised by a
resident of a country other than the United States of America; or (ii) where the total amount of the
award sought is less than fifteen thousand dollars ($15,000.00), You agree that MFour may elect to
resolve the dispute in a cost effective manner through binding non‑appearance-based arbitration.
In the event MFour elects arbitration, You hereby agree to move any claims to the exclusive
jurisdiction of an arbitration procedure, which shall be initiated through an established alternative
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dispute resolution (“ADR”) provider chosen by MFour. The ADR provider and the parties must
comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or
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be solely based on written submissions in which the specific manner shall be chosen by the party
initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties
or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award
rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration
expressly excludes claims for injunctive or other equitable relief.
15. Enforcing Security on the Platform. MFour reserves the right to review and pre‑approve any
use of the Platform and make such pre-approval subject to the requirement of a separate
evidentiary writing. MFour also reserves the right to view, monitor, and record activity on the
Platform without notice or permission from You. Any information obtained by monitoring,
reviewing, or recording is subject to review by law enforcement organizations in connection with
investigation or prosecution of possible criminal or unlawful activity on the Platform as well as to
disclosures required by or under applicable law or related government agency actions. MFour will
also comply with all court orders or subpoenas involving requests for such information.
16. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this TOU,
including, without limitation, with respect to unauthorized use of MFour proprietary rights or assets,
will cause irreparable injury to MFour, such injury would not be quantifiable in monetary damages,
and MFour would not have an adequate remedy at law. You therefore agree that MFour shall be
entitled, in addition to other available remedies, to seek and be awarded an injunction or other
appropriate equitable relief from a court of competent jurisdiction restraining any breach,
threatened or actual, of your obligations under any provision of this TOU. Accordingly, You hereby
waive any requirement that MFour post any bond or other security in the event any injunctive or
equitable relief is sought by or awarded to MFour to enforce any provision of this TOU.
17. Feedback. MFour welcomes your feedback and suggestions about MFour’s products or services
or with respect to how to improve the Platform. By sending, communicating, or transmitting any
suggestions, information, material, or other content (collectively, “Feedback”) to MFour, You
represent and warrant that such Feedback does not infringe or violate the intellectual property or
proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark
rights) and that You have all rights necessary to convey to MFour and enable MFour to use such
Feedback. In addition, any Feedback received by MFour will be deemed to include a royalty‑free,
perpetual, irrevocable, transferable, non-exclusive right and license from You for MFour to adopt,
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Terms of Use - MFour Mobile Research
publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and
display (in whole or(https://mfour.com)
in part) worldwide, or act on such Feedback without additional approval or
consideration, in any form, media, or technology now known or later developed for the full term of
any rights that may exist therein, and You hereby waive any claim to the contrary.
18. Term and Termination. Your right to access the Platform shall be for the duration or period of
use set forth in the applicable Order. This TOU, however, will take effect (or retake effect) at the
moment You begin downloading, accessing, or using the Platform, whichever is earliest. MFour
reserves the right at any time and on any grounds, which shall include, without limitation, any
reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or
condition of this TOU, to deny your access to the Platform or to any portion thereof in order to
protect its name and goodwill, its business, and/or other clients of MFour; and this TOU will also
terminate automatically if You fail to comply with its terms and conditions, subject to the survival
rights of certain provisions identified below. Termination will be effective without prior notice and
may impact (and prohibit) submission of any information. You may also terminate this TOU at any
time by ceasing to use the Platform, but all applicable provisions of this TOU will survive
termination, as identified below, and each re-access or use of the Platform will reapply this TOU
(then in effect) to You. Upon termination, You must destroy all copies of any aspect of the Platform
in your possession or control, including, without limitation, any and all Platform. Upon request, You
agree to certify in writing to the foregoing destruction requirement. The provisions concerning
MFour’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and
severability, entire agreement, injunctive relief, and governing law will survive the termination of
this TOU for any reason.
19. Waiver and Severability. Failure to insist on strict performance of any of the terms and
conditions of this TOU will not operate as a waiver of any subsequent default or failure of
performance. No waiver by MFour of any right under this TOU will be deemed to be either a waiver
of any other right or provision or a waiver of that same right or provision at any other time. If any
part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including,
but not limited to, the warranty disclaimers and the liability limitations set forth above, then the
invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that
most clearly matches the intent of the original provision and the remainder of this TOU shall
continue in effect.
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20. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship
exists between You (https://mfour.com)
and MFour as result of this TOU or your utilization of the Platform. This TOU, the
associated Order(s) (and its accompanying terms or conditions), and MFour’s Privacy
Policy https://mfour.com/privacy-policy/ (https://mfour.com/privacy-policy/) represent the entire
agreement between You and MFour with respect to use of the Platform, and they supersede all
prior or contemporaneous communications and proposals, whether electronic, oral, or written
between You and MFour with respect to the Platform. You may not assign, delegate, or transfer any
rights under this TOU without the prior written consent of MFour. Please note that MFour
reserves the right to change the terms and conditions of this TOU by posting a revised TOU
or mailing and/or emailing notice thereof to You. In addition, MFour may add, modify, or
delete any aspect, program, or feature of the Platform, but MFour is not under any
obligation to add any upgrade, enhancement, or modification. Your continued use of the
Platform following any announced change will be conclusively deemed acceptance of any
change to the terms and conditions of this TOU (and acceptance of the version of this TOU
then in effect). Accordingly, please review the TOU found at this location on a periodic basis.
21. Contact Information. If You have questions regarding this TOU or the Platform or if You are
interested in obtaining more information concerning MFour or its products, services, or solutions,
please contact MFour at [email protected] (mailto:[email protected]).
Email
[email protected] (mailto:[email protected])
Phone
(714) 754-1234 (tel:+17147541234)
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Terms of Use - MFour Mobile Research
Why MFour
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Validated Consumers
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Validated Surveys
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OmniTraffic® Behavior Data
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Studio Data Platform
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Products
Standard vSurveys
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vSurveys+™
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vTracker+™
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OmniTraffic® Data
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Resources
Case Studies
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Blogs
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Reports
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Use Cases
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Top Findings
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Guides
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Sign Me Up
Contact Us (https://mfour.com/contact-us/)
(https://twitter.com/mfourmobile)
(https://vimeo.com/mfourmarketing)
(https://www.linkedin.com/company/mfour-mobile-research/)
(https://www.instagram.com/mfourstudio/)
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| File Type | application/pdf |
| File Modified | 2024-10-06 |
| File Created | 2024-07-19 |