PLEASE READ THE FOLLOWING CAREFULLY BEFORE YOU TAKE A STUDY:
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE OUR WEBSITE OR ANY SOFTWARE AVAILABLE THROUGH IT (COLLECTIVELY, “SOFTWARE”). BY DOWNLOADING, INSTALLING OR USING THE 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 the applicable UserZoom entity set forth below (“we” or “us” or “our” or “UserZoom"). For purposes of this Agreement, “UserZoom”, “us” or “we” shall mean either: (a) User Zoom, Inc., a California corporation with offices at 1801 Broadway, Suite 720, Denver, CO 80202, if you (“Licensee” or “you”) are a resident of a country located in North America (including Mexico), Central America, South America or the Caribbean; (b) UserZoom Limited, a company incorporated and registered in England and Wales with company number 06984058 whose registered office is at Unit 11, Royal Mills, Redhill Street, Manchester M4 5BA, if you are a resident of a country located in Europe (excluding Spain), the Middle East, Africa, Asia or the Pacific region; or (c) UserZoom Technologies Inc. Sucursal in Espana, a Spanish branch company ("UserZoom SL"), if you are a resident of Spain. By downloading, installing, accessing or using the Software in connection with a Study (defined below), you agree to be bound by the terms of this Agreement. You also agree to abide by any and all notices and instructions we may provide to you in connection with the Software or a Study.
1. GENERAL CONDITIONS AND ACCEPTANCE
You are one of the following: (a) a member of our panel (i.e., IntelliZoom), (b) a member of a panel of one of our participant recruitment partners, or (c) an individual who has opted in to receive (or otherwise has an existing relationship with one of our customers through which you may receive) the relevant communications from one of our customers. Accordingly, you have been invited to participate in a usability survey, test and/or study (“Study”) being conducted through the Software by one of our customers (the “Study Sponsor”).
Installation and use of the Software through your Web browser enables you to participate in the Study. To participate in the Study, you must meet the minimum system requirements found at https://www.userzoom.com/system-requirements/, in addition to downloading and installing the latest version of the Software with the instructions provided. Note that the Software is personalized through cookies that you must accept in order for the Software to function correctly for the Study. If you have questions or concerns regarding your use of the Software, please don’t hesitate to contact us at http://www.userzoom.com/contact.
2. CONDITIONS FOR ACCESS AND USE
2.1 License Grant. 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. We reserve the right to determine, in our sole discretion, whether your use of the Software is in accordance with this Agreement. We own all rights, title and interest in and to the Software, including any and all derivatives and modifications thereto, and all intellectual property rights to the foregoing, and we hereby reserve all rights to the Software not expressly granted in this Agreement. We may modify the Software at our discretion without notice to you, which modification may include without limitation, changing the functionality or appearance of the Software.
2.2 Usage Restrictions. You are not permitted to:
Additionally, you must comply with any additional instructions from us in connection with your participation in a Study, and at all times shall act in a professional manner in connection with your participation in a Study. 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.
3. STUDY DATA
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 us at firstname.lastname@example.org. 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, which could be the Study Sponsor or a third party (“Company”). 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 Sponsor, are the confidential information of Company and/or the Study Sponsor, 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 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. WARRANTIES DISCLAIMER
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. WE MAKE NO WARRANTIES TO YOU IN CONNECTION WITH THE SOFTWARE OR OTHERWISE, WHETHER EXPRESS, IMPLIED OR STATUTORY. ACCORDINGLY, WE HEREBY DISCLAIM 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. WE HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOFTWARE.
5. THIRD PARTY CONTENT AND SERVICES
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 Sponsor, please contact the Study Sponsor directly.
5.2 Disclaimer. You acknowledge that we do 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 we 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. We hereby disclaim 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 we are 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 Agreement 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 we are 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 us 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 we shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.
6. LIMITATION OF LIABILITY
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 LICENSE 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.
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, resulting from, or otherwise in connection with: (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; and/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. TERM AND TERMINATION
This Agreement shall be effective until terminated in accordance with the terms hereunder. We 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 us. 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 "Warranties Disclaimer," "Indemnification," and "Limitation of Liability".
9. GOVERNING LAW.
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. 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. 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.
10. ENTIRE AGREEMENT
This Agreement, including the materials and/or documents incorporated herein by reference, constitutes the entire agreement with respect to your use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. We reserve the right to modify this Agreement at any time, for any reason, including the requirements to access and use the Software. In case of modifications, the updated Agreement will be presented to you at next use (i.e., at the next Study) and you will be given the opportunity to review those updated terms, to which you indicate your acceptance by your continued use of the Software (i.e., participation in a new Study).