IntelliZoom Participant Agreement

Last Updated: February 27, 2015

The official IntelliZoom Participant Agreement is below. Here's a brief, non-legal summary of certain key points that is provided solely for your information, and is not a substitute for reviewing the entire Participation Agreement. You are encouraged to review the full Agreement below, which contains all of the terms and conditions governing our relationship.

As long as your registration is active, we may invite you to participate in online Studies.

At the moments you're participating in a Study, your demographic information, screen outputs and hardware inputs (including your microphone and web cam) will be recorded (e.g., your actions and responses will be captured), and such materials will be shared with our clients so they can learn from you.

Your Studies may involve discussions, products and websites that aren't released to the general public yet, so you promise not to tell anyone about the stuff you see or share it in any way.

Do not communicate directly with Clients; that's what our software is for.

Don't use the UserZoom Recorder for purposes other than completing Studies for our Clients.

We'll pay you via PayPal after you complete a Study, but we may not pay you if you didn't complete the Study properly, among other reasons.

Everything recorded as part of the Studies will be owned by UserZoom (defined below) and you grant to us any license we may need to use it in our business.

When you check the check box to indicate your agreement to the terms of the Participant Agreement and submit your application, you're agreeing to the full terms and conditions as written below.

Please read this Participant Agreement (the "Agreement") carefully. This Agreement is between you and User Zoom, Inc. (“UserZoom” or "Company" or "we") concerning your potential participation in research studies ("Study" and plural "Studies") conducted by Company or Company’s third-party clients, including Studies that Company may conduct at the request of, and/or on behalf of, such third-party clients ("Clients").

By indicating your acceptance in the "I Agree" field or otherwise registering as a potential participant in a Study, you are agreeing to be bound by this Agreement, and you affirm that you are of legal age to enter into this Agreement. If you do not accept this Agreement, you may not register as a potential participant in any Study.

  1. Changes.We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the UserZoom website, currently located at http://www.userzoom.com (the "Site"). Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your registration for, or participation in, any Study following any changes to this Agreement will constitute your acceptance of such changes; if you do not accept any such changes, you must not register for, and you must cease participating in, any Studies. The "Last Updated" legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue any Study; charge, modify or waive any fees required to participate in further Studies or any payments for participation in further Studies; or offer opportunities to some or all potential Study participants.

  1. Studies.Studies typically involve an analysis of one or more advertisements, animation videos, websites, topical interviews, software, software prototype or other online or electronic elements (the "Study Elements"). Study participants are selected by Company to remotely analyze the Study Elements via the Internet, using Company's recording software (the "UserZoom Recorder"). Registering as a potential Study participant does not guarantee participation in a Study. Company reserves the right to select Study participants in its sole discretion.
  2. Study Registration.If you wish to be considered for participation in a Study, you must register with us. You may not register or maintain more than one (1) account with us. You represent and warrant that any information you provide in connection with a Study or Study registration is and will remain accurate and complete, and that you will maintain and update such information as needed. Any such information is governed by Company's Privacy Policy, located at https://www.userzoom.com/privacy-policy/ (the "Privacy Policy").

Participation in Studies is limited to persons who have reached the age of majority in their jurisdiction of residence, and who are capable of participating in the Study. By registering with us, you represent and warrant that you fulfill such criteria.

  1. UserZoom Recorder.If you wish to participate in a Study, you must use the UserZoom Recorder. If you do not wish to use the UserZoom Recorder, do not participate in any Studies.

You acknowledge and agree that the information recorded by the UserZoom Recorder (the "Study Recordings") will include the following:

  • Your device screen actions, screen shots, clicks, sounds, navigational data and your voice as you perform tasks on selected Study Elements;
  • Your facial expressions and gaze through the use of your webcam;
  • Your answers to one or more series of questions posed;
  • Your written commentary and suggestions;
  • Your vocal commentary and suggestions;
  • Your profile information, as updated by you from time to time; and
  • Any other visual or audio materials that are captured by your webcam or microphone while using the UserZoom Recorder.

We may use and disclose your Study Recordings in accordance with our Privacy Policy. You are responsible for ensuring that the UserZoom Recorder does not record any materials that you do not wish to provide to Company.

By using the UserZoom Recorder, you hereby authorize Company to utilize the computer or other device on which you are using the UserZoom Recorder for the express purpose of, and to the extent required for, your completion of Studies as set forth in this Agreement. You agree to assume full responsibility for any damage caused to the system on which you are using the UserZoom Recorder, any programs, data or information related to or arising from such downloads or the testing services you provide.

Please note that the UserZoom Recorder is part of the "Self-Service Solution" as defined in the UserZoom Terms & Conditions, available at http://www.userzoom.com/userzoomtermsandconditionsversion2/ (the “Terms of Use”). Accordingly, your use of the UserZoom Recorder is subject to the Terms of Use, which is incorporated herein by this reference, in addition to this Agreement.

  1. Participation Requirements.In order to participate in any Study, you must provide:

A high-speed broadband Internet connection;

Either an Apple computer running OS X 10.7 or higher; a PC running Microsoft Windows 7 Service Pack 1 or higher; an Apple iPhone or iPad running iOS version 7 or higher (8 preferred); or a smartphone or tablet, including Amazon Kindle, running Android 4.0 or higher; Note some Studies have specific devices required as will be explained in the Study invitation;

  • A fully operational built-in, USB or plug-in headset microphone;
  • A fully operational webcam;
  • A valid e-mail address;
  • A private place to perform the study with your face fully lit;
  • A valid PayPal account for payment processing; and
  • Any other required materials specified by Company in connection with the applicable Study.

You are responsible for obtaining, maintaining and paying for all of the foregoing, and any other hardware or telecommunications and other services needed to participate in any Study.

Subject to your compliance with the terms and conditions of this Agreement and any requirements imposed by Company with respect to a Study, you may determine the time and place of your participation in the Study at your discretion.

  1. Code of Conduct.If you participate in any Studies, you will (a) use your best efforts to comply with any applicable instructions from Company in connection with such Studies; (b) act in a professional manner in connection with such Studies; (c) not include any obscene, indecent or otherwise objectionable materials in any Study Recording; and (d) not violate any applicable law or third-party right in connection with such Studies.
  2. Client Communications.You agree not to contact any Client for purposes of offering your own services directly to such Client.
  3. Confidentiality.All Study Elements, Study Content (as defined below) and Study Recordings, and any other proprietary or confidential information made available to you hereunder, including the identity of any Clients, are the confidential information of Company and/or its Clients, and you must not use any such confidential information for any purpose other than your participation in the applicable Study in accordance with this Agreement, and must not disclose any such confidential information to any third party. Without limiting the foregoing, (a) you agree not to take any screen shots, videos, photographs or other recordings of any images, videos, sounds, workflows or other experiences from your participation in any Study; (b) you agree not to post or share, in any medium, your experiences from your participation in any study; (c) if your participation in a Study requires you to download any such confidential information to a device, you will delete such confidential information promptly upon completion of such Study; and (d) if your participation in a Study provides you with access to any password-protected or otherwise non-public website, mobile app or other online resource, you must not access such online resource after completion of such Study.
  4. Payments.Subject to your compliance with the terms and conditions of this Agreement, and in accordance with Company's policies and procedures, Company will pay to you the applicable fee (as specified by Company in connection with each Study) for each Study that you properly complete, as determined by Company in its discretion. Without limiting the foregoing, any such payment is subject to the following conditions:

You must have an active PayPal account.

For certain transactions, applicable PayPal fees may be deducted by PayPal from the total amount of any payment. Contact PayPal for further information.

As a Study participant, you are an independent contractor and are solely responsible for determining any tax liabilities incurred due to payments received from Company.

If you are subject to U.S. tax obligations, you must provide W-9 information to Company if we request it.

All registration and profile information submitted by you must be correct and not misleading.

Your Study Recordings must be properly prepared and of high quality (e.g., no background noise, clear audio quality and clear, unobstructed image quality, etc.).

You must complete each Study prior to the expiration of the applicable testing period, as specified by Company and/or the applicable Client.

You must fully and properly complete each Study, as determined by Company, in accordance with the instructions and standards set by Company and/or the applicable Client (e.g., you must complete all required tasks and speak thoughts aloud during the Study, etc.).

You must complete your study without interruption by another person, and you must prevent anyone other than you from being captured by your web camera.

  1. Security.You are responsible for maintaining the confidentiality of any user name or password associated with any account that you use to complete any Study, and for monitoring all activity under such accounts. You may not disclose or share any such username or password with any third party, or use any such account for any unauthorized purpose. You shall be deemed responsible for, and you agree to assume full responsibility for, all activities, acts or omissions of anyone that occur using any such account. If you become aware of any unauthorized use of any such account, or any unauthorized disclosure of any applicable user name or password, you agree to notify Company immediately at the email address provided at the end of this Agreement.
  2. Study Recordings; Likeness; Waiver of Claims.

Ownership. You acknowledge and agree that, as between Company and you, Company is the owner of the Study Recordings (including all intellectual property rights therein), and you hereby assign and agree to assign to Company any and all right, title or interest that you may have in the Study Recordings, and agree to execute any documents and take any acts that Company deems appropriate to effect or enforce such rights and any other rights granted herein.

License. Without limiting the foregoing, you hereby grant to Company the worldwide, irrevocable, perpetual, transferable, sublicensable, fully paid-up right, without compensation or further permission, to:

reproduce, perform and display (publicly or otherwise), transmit, distribute, create derivative works based upon, modify, use and otherwise exploit your name, signature, voice, image, likeness, performance, movements, personal characteristics, gestures and mannerisms (collectively, the "Likeness") and any biographical or other information or materials concerning you or submitted by you in connection with a Study or Study registration, including any suggestions, improvements, comments, requests for changes or other ideas or recommendations (such information and materials, collectively, the "Materials") in any media (whether now known or developed in the future) and manner, in connection with the applicable Study;

reproduce, perform and display (publicly or otherwise), transmit, distribute, create derivative works based upon, modify, use and otherwise exploit the Study Recordings, Likeness and Materials in any media (whether now known or developed in the future) and manner, in connection with the applicable Study.

You agree that Company will have sole discretion in determining the extent and manner of use of, and that Company is not obligated to use, the Study Recordings, Likeness and Materials. You hereby waive any right of inspection or approval of the uses of the Recordings, Likeness and Materials, and you hereby waive any and all "moral rights" and any similar rights with respect to attribution of authorship or integrity that you may have in or to the Study Recordings or Materials, either now or in the future, anywhere in the world. You agree not to copy, reproduce, alter, create derivative works of, broadcast or publicly display or perform any Study Recordings without the prior express written permission of Company.

Representations and Warranties. You represent and warrant that (1) any factual statements made by you in connection with any Study (including in the Study Recordings or Materials) are true to the best of your knowledge or based on reasonable research for accuracy, and that neither they nor the Likeness will infringe or otherwise violate the rights of any third party; and (2) you control all of the necessary rights (or have obtained all required permissions) to grant the rights granted herein, and there is no third-party obligation that interferes with or prevents you from granting the rights specified herein.

Wavier and Release of Claims. You hereby waive and release Company and the Affiliated Entities (as defined below) from any claim, action, suit or demand arising out of or in connection with the use or other exploitation of the Study Recordings, Likeness or Materials (including any rights to seek injunctive or other equitable relief, and any rights to royalties, fees and other compensation in connection therewith). You acknowledge that neither Company nor any Affiliated Entity will incur any obligation to you under any legal theory (whether grounded upon confidentiality, copyright or other intellectual property rights, right of privacy, right of publicity, false light, defamation, libel or slander, including in connection with the Study Recordings or Materials or the exercise of the rights granted herein) as a result of your participation in the Study Recordings, your submission or disclosure of any Materials, or the use, as permitted above, of the Study Recordings or Materials. You agree that such waiver and release is binding upon your heirs, executors, administrators, successors and assigns.

The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of California Civil Code Section 1542 (which states as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the debtor.) and other analogous laws or legal principles of any jurisdiction requiring the intent to release future unknown claims.

  1. Company's Proprietary Rights.Company, Client and/or their licensors own all information, content, text, graphics, design, compilation, selection and arrangement of elements, organization, software, and other content related to the Study (the "Study Content"), including all intellectual property rights therein, which are protected by proprietary rights and laws.

Except as expressly provided herein, nothing related to the Study shall be construed as conferring any license to you with respect to the Study Content, whether by estoppel, implication, waiver or otherwise, and you agree not to copy, reproduce, alter, reverse engineer, modify, create derivative works of, broadcast or publicly display or perform any Study Content without the prior express written permission of Company.

All trademarks, service marks and trade names appearing on any Study Content are the property of Company or the respective owners of such marks or names, and are protected by proprietary rights and laws. You agree not to defame or disparage Company or any Clients and/or its or their trademarks, service marks or trade names, or any other aspect of any Study or Study Content. Any use of the trademarks, service marks or trade names appearing on any Study Content, without the express written consent of Company or the applicable owner of the mark or name, is strictly prohibited.

All rights not expressly granted to you in this Agreement are hereby reserved by Company.

  1. Warranty Disclaimer.All Studies (including all Study Elements and Study Content) are made available to you "AS IS" without any warranties of any kind, whether express, implied or statutory. Company disclaims all warranties with respect to any Studies to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made on behalf of both Company and its affiliates and Clients, and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the "Affiliated Entities").
  2. Limitation of Liability.Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, cover, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses. Without limiting the foregoing, Company will not be liable for damages of any kind resulting from your participation in (or inability to participate in) any Study, or your use of (or inability to use) any Study Elements or Study Content. Your sole and exclusive remedy for dissatisfaction with any Study is to stop participating in Studies. The maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the total amount, if any, paid to you by Company for your participation in the applicable Study. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made on behalf of both Company and the Affiliated Entities.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

  1. Indemnity.Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys' fees) arising out of (a) your participation in any Study; (b) your use of any Study Elements, Study Content or the UserZoom Recorder; (c) any violation or alleged violation of this Agreement by you; (d) any actual or alleged infringement, violation or misappropriation of any third-party rights by you or your Study Recordings, Likeness or Materials; or (e) any violation or alleged violation by you of any applicable law or regulation.
  2. Third Party Beneficiaries.Each Client is a third-party beneficiary of this Agreement to the extent that any act or omission by you causes any damage or liability to such Client, and such Client shall have the right to enforce any provision of this Agreement against you.
  3. Third Party Materials.You acknowledge, understand and agree that neither Company nor any Affiliated Entity has any control over or endorses, or is responsible or liable for, any Study Element or any other third-party materials. Nothing in this Agreement shall be deemed a representation or warranty by Company or any Affiliated Entity with respect to any Study Elements or any other third-party materials. Your use of any Study Element or other third-party material is at your own risk, and is subject to any additional terms, conditions and policies applicable to such third-party materials (such as terms of service or privacy policies of the Client or other third party that makes such materials available).
  4. Termination.This Agreement is effective until terminated. Company may terminate or suspend your participation in Studies at any time and without prior notice, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your rights under this Agreement will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 7, 8, and 11-20 shall survive any expiration or termination of this Agreement.
  5. Governing Law; Jurisdiction.This Agreement is governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in the Santa Clara County, State of California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
  6. General Terms.This Agreement does not, and shall not be construed to, create any employer-employee, partnership, joint venture, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or Software or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

Questions, comments and requests in relation to this Agreement should be sent to support@intelli-zoom.com, or via regular mail to:

User Zoom, Inc.

10 Almaden Boulevard, Suite 250

San Jose, CA 95113

USA

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