PLEASE READ THE FOLLOWING CAREFULLY:
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE USERZOOM SOFTWARE.
BY DOWNLOADING, INSTALLING OR USING USERZOOM SOFTWARE YOU ARE ACCEPTING THE TERMS AND CONDITIONS HEREUNDER AND REPRESENTING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.
The terms and conditions stated herein (this "Agreement") is a binding legal agreement between you (“you” or “your”) and USER ZOOM, INC. (“we” or “us” or “our” or “USERZOOM"). By downloading, installing, accessing or using the USERZOOM usability testing software (the "Software" or “UserZoom Software” or “UserZoom Survey Tool”) in connection with the Study (defined below), you agree to be bound by the terms of this Agreement.
In addition to the terms of this Agreement, you also agree to abide by all notices and instructions USERZOOM provides to you.
You, as either a member of USERZOOM’s panel (i.e., IntelliZoom) or a member of a panel of one of our participant recruitment partners, have been invited to participate in a USERZOOM marketing survey, test or study (the “Study”) being conducted through the Software.
Installation and use of the Software through your Web browser enables you to participate in the Study.
To participate in the Study, you must also meet the minimum system requirements found at http://www.userzoom.com/software/features/faqs/system-requirements/, in addition to downloading and installing the latest version of the Software with the instructions provided. The Software is personalized through cookies that you must accept in order for the Software to function correctly for the Study.
2.1 License. Subject to the terms of this Agreement and your compliance therewith, we grant to you a limited, revocable, non-exclusive, non-transferable license to install and use the Software solely for your participation in the Study. USERZOOM reserves the right to determine, in its sole discretion, whether your use of the Software is in accordance with this Agreement. USERZOOM owns all rights, title and interest to the Software (including all intellectual property rights) and reserves all rights to the Software not expressly granted in this Agreement.
2.2 Use of Software. You understand and agree that you may and shall only use the Software in a manner that complies with this Agreement, and any and all applicable laws (including without limitation, laws relating to information privacy and intellectual property rights) in the jurisdictions in which you use the Software.
2.3 Prohibited Use. You are not permitted to:
Additionally, you will (w) use your best efforts to comply with any applicable instructions from us in connection with your participation in the Study; (x) act in a professional manner in connection with your participation in the Study; (y) not include any obscene, indecent or otherwise objectionable materials in respect of any Study Recording; and (z) not violate any applicable law or third-party right in connection with your participation in the Study.
You acknowledge and agree that the information recorded by the UserZoom Recorder (the “Study Recordings”) may include any one or more of the following:
By using the UserZoom Recorder, you hereby authorize us 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 your participation in the Study.
3.3 Prohibited Information. For your protection, we will not knowingly collect or request confidential information or sensitive personal information (“Prohibited Information”) from you through the Study. By participating in the Study, you agree to not provide any Prohibited Information relating to yourself or any third party. If, during the course of your participation in the Study or immediately thereafter, you are requested to provide any Prohibited Information, or directed or redirected to a site that requests or requires that you provide Prohibited Information, you agree to not follow such instruction and to immediately report this to USERZOOM at email@example.com. Prohibited Information includes, without limitation, your (or a third party’s) name in combination with one of the following types of information belonging to you or a third party, as applicable: (i) address information, including home address, business address, and telephone numbers, including cellular numbers; (ii) any and all personal identification numbers, including social security number, passport number, driver’s license number, taxpayer identification number, and commonly used passwords used by you or any third party; (iii) personally identifiable financial information, meaning any account numbers, PINs, passwords and/or information provided by an individual to a financial institution, or resulting from any transaction with the individual or any service performed for the individual, or any information otherwise obtained by a financial institution relating to an individual; or (iv) confidential health information, defined as information relating to the person’s past, present, or future medical condition, treatment, or payment for such care.
3.4 Study Confidentiality. If you participate in the Study, you may receive, hear, view or otherwise have access to certain confidential and/or proprietary information which belongs to a certain business or corporation (e.g., the Study Owner). This information may include, but is not limited to, experimental concepts, trade secrets, product concepts or prototypes for websites, and webpages logos, branding, marketing, advertising and creative strategies and plans, and/or products and names. If you choose to participate in the Study you agree that you will neither use nor disclose to any third party any of the information provided to you through the Study. You understand that you will be liable for any and all violations of this Agreement. All information, data, materials, content and elements related to or in connection with the Study, and any other proprietary or confidential information made available to you hereunder, including the identity of any Study Owner, are the confidential information of Company and/or the Study Owner, as applicable, and you must not use any such confidential information for any purpose other than your participation in the 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 the Study requires you to download any such confidential information to a device, you will delete such confidential information promptly upon completion of the Study; and (d) if your participation in the 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 the Study.
4.1 You acknowledge and agree that the Software is provided on an “as is’ and “as available” basis, and that your use of or reliance upon the Software and any third party content and services accessed thereby is at your sole risk and discretion. USERZOOM hereby disclaims any and all representations, warranties and guaranties regarding the Software and third party content and services, whether express, implied or statutory, and including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted under applicable law.
4.2 Furthermore, USERZOOM make no warranty that (i) the Software or third party content and services will meet your requirements; (ii) the Software or third party content and services will be uninterrupted, accurate, reliable, timely, secure or error-free; (iii) the quality of any products, services, information or other material accessed or obtained by You through the Software will be as represented or meet your expectations; or (iv) any errors in the Software or third party content will be corrected. USERZOOM has no obligation to correct any errors or otherwise support or maintain the Software.
4.3 USERZOOM does not warrant that the Software will be compatible or inter-operable with your computer or device or any other piece of hardware, software, equipment or device installed on or used in connection with your computer or device. You understand and agree that the download, installation, uninstallation and/or use of the Software and/or and all third party software made available in conjunction with or through the Software is at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download, installation, uninstallation or use of the Software and such third party software.
5.1 Third party Content and Services. You acknowledge that the Software may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). In the event you wish to opt out of emails received from the Study Owner, please contact the Study Owner directly.
5.2 Disclaimer. You acknowledge that USERZOOM does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites accessed through the Software). Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and USERZOOM shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. USERZOOM hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, copyright compliance, decency, legality, or any other aspect of the Third Party Content and Services.
5.3 Third Party Terms of Service. You acknowledge and agree that your access to and use of the Third Party Content and Services and any dealings between you and any third party using the Software are governed by and require your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and you agree that USERZOOM is not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, you acknowledge and agree that this License does not grant you any license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content and Services or any products, services, processes or technology described or offered therein. You agree that you will not use Third Party Content or Services in a manner that would infringe or violate the rights of any other party, and that USERZOOM is not in any way responsible for any such use by you.
5.4 Endorsements. You acknowledge and agree that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by USERZOOM of such Third Party Content and Services.
5.5 Inappropriate Materials. You understand that by accessing and using the Third Party Content and Services, you may encounter information, materials and subject matter (i) that you or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, you agree to use the Third Party Content and Services at your sole risk and that USERZOOM shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL USERZOOM BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, USERZOOM SHALL HAVE NO RESPONSIBILITY FOR ANY CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATED TO THE SOFTWARE OR YOUR USE OF POSSESSION OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO (i) PRODUCT LIABILITY CLAIMS, (ii) ANY CLAIM THAT THE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, (iii) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION, (iv) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR (v) ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE SOFTWARE TO CONFORM TO ANY WARRANTY, EXPRESS OR IMPLIED. THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
7.1 By accepting the Agreement, you agree to indemnify and otherwise hold harmless USERZOOM its officers, employers, agents, subsidiaries, affiliates and other partners (the “Indemnified Parties”) from any and all claims, proceedings, losses, damages, fines, penalties, interest and expenses (including, without limitation, fees for attorneys and other professional advisors) and all direct, indirect, incidental, special, consequential or exemplary damages in connection therewith (collectively, “Losses”) arising out of, relating to, or resulting from your use of the Software or any other matter relating to the Software.
7.2 You agree to indemnify, defend and hold the Indemnified Parties harmless from and against any and all Losses arising out of or in connection with the following: (i) your access to or use of the Software or Third Party Content and Services; (ii) your breach of this Agreement; (iii) your violation of applicable law; (iv) your negligence or willful misconduct, or other acts or omissions; or (v) your violation of the rights of any third party. The obligations under this Section 7 shall survive any termination or expiration of this Agreement.
8.1 This Agreement shall be effective until terminated in accordance with the terms hereunder. USERZOOM may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to you hereunder with or without prior notice. Furthermore, if you fail to comply with any terms and conditions of this Agreement, then this Agreement and any rights afforded to you hereunder shall terminate automatically, without any notice or other action by USERZOOM. Upon the termination of this Agreement, you shall cease all use of the Software and uninstall the Software. The obligations of the parties hereunder which by their nature survive termination or expiration of this Agreement, shall so survive and inure to the benefit of the parties including without limitation this Section 8, and the Sections hereunder titled "Disclaimer of Warranties," "Indemnification," and "Limitation of Liability".
8.2 USERZOOM may modify the Software with or without notice to you either in email or by publishing content on the USERZOOM website, including but not limited to changing the functionality or appearance of the Software. Any such modification will subject to the terms of this Agreement.
9.1 This Agreement shall be deemed to take place in the State of California and shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law principles.
9.2 You agree that any dispute or claim between the parties arising from or related to this Agreement must be filed in the state and federal courts located in or serving the County of Santa Clara, California and expressly consent to the personal jurisdiction of those courts.
9.3 You agree that any dispute or claim arising out of or relating to the Software or your use of the Software must commence within one (1) year after the dispute or claim accrues. Otherwise, such dispute or claim is permanently barred.
This Agreement, including the materials and/or documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
USERZOOM reserves the right to alter this Agreement at any time, for any reason, including the requirements to access and use the Software. In case of modifications, USERZOOM will present the new agreement to respondents at next use and give the opportunity to consent to those revised/updated terms.
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In the event that You have a question, complaint or claim regarding Your use of the Software, please contact USERZOOM through http://www.userzoom.com/contact.