This Agreement was last revised on 05/05/2018.
Welcome! Validately, Inc. (“UserZoom GO,” “we,” “us,” or “our”) invites you to use our online platform (the “Platform”) which you can access through our website located at [SITE TO BE ADDED] (the “Site”). Please read these Terms of Service carefully. These Terms of Service state the terms and conditions under which you may use the Platform.
We provide our Platform to Visitors, and Customers (all as defined below) subject to the following Terms of Service, which may be updated by us from time to time without notice to you. If we change any material terms of these Terms of Service, we will notify you by email, and your continued use of the Platform will be deemed acceptance of the updated Terms of Service.
The Platform allows individuals and companies (each, a “Customer”) seeking to conduct user research for their product(s) (each, a “Product”) to recruit testers, create tests and analyze results to build better products. Through the Platform, a Customer can create tests to measure various parameters about their Product(s) including but not limited to, user reactions to Product features, Product usability, and look and feel of the Product (each, a “Test”). A Customer can recruit its own testers to perform the Test(s) (each, a “Tester”) or a Customer can request UserZoom GO to source Testers for the Customer. If a Customer requests Validately to source Testers, the Customer will recruit from UserZoom GO’s external panel of Testers (“UserZoom GO External Panel”).
All Testers on the UserZoom GO External Panel are independent service providers of UserZoom GO. Customers may not directly or indirectly contact or communicate Testers outside of the Platform.
Subject to the terms and conditions of these Terms of Service, you are granted a non-exclusive, non-transferable license to access and use the Platform. You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Platform; or (ii) introduce into the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code. If you violate this section, we reserve the right in our sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice.
You are welcome to browse the Site as a visitor (“Visitor”) without providing any information to us. In order to access and use the Platform as a Customer, you must register by creating a Customer account. During the registration process, you will have to provide your name, and email address. You will be required to create a password for your account. If you wish to purchase a paid Subscription to the Platform, you will also have to provide your credit card or other payment related information. You represent and warrant that all registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for the confidentiality of your user account. User subscriptions are for designated Users and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We are under no obligation to accept any individual or company as a Customer, and may accept or reject any registration in or sole and complete discretion.
The Platform is offered to you on a subscription basis (“Subscription”). If you register for a trial, we will provide the Platform to you free of charge during the time period made known to you during registration (“Trial Period”). You may cancel your Subscription at any time during the Trial Period by providing written notice to us. Following the Trial Period, you may purchase a paid Subscription to the Platform.
You agree to pay any applicable Subscription fees made known to you during registration. We may use a third party service provider (“Third Party Service Provider”) to process payment of such fees. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
It is important to note that when you sign up to use the Platform, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than ten (10) days before the next upcoming renewal, and the cancellation will take effect the following month subject to the terms and conditions set forth in the Section titled “Effect of Termination.” Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription.
If you fail to pay the applicable Subscription fees when due, we may immediately suspend your account until all outstanding Subscription fees have been paid in full. You will not be able to access and/or use our Platform while your account is suspended.
“Confidential Information” means: (i) with respect to UserZoom GO, the UserZoom GO Intellectual Property and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; and (ii) with respect to Customer, your Customer Generated Content, Test Results and any other non-public information or material regarding your legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
The Receiving Party will: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms of Service; and (iii) not disclose the Disclosing Party’s Confidential Information to any party other than its employees, contractors, advisors, and agents, who are bound by obligations of confidentiality as restrictive as those set forth in these Terms of Service. If the Receiving Party is legally compelled to disclose any of the disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
By accessing and/or using the Platform, you hereby agree that:
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
NONE OF USERZOOM GO, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “USERZOOM GO PARTIES”) ENDORSE ANY CUSTOMER, TESTER, TEST, TEST RESULTS, CUSTOMER GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY ANY CUSTOMER) OR ANY PRODUCT FOR WHICH TESTS ARE CONDUCTED THROUGH THE PLATFORM. NONE OF THE USERZOOM GO PARTIES IS A PARTY TO ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CUSTOMERS AND TESTERS.
THE SITE, THE PLATFORM AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, (I) THE USERZOOM GO PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE, OR THE PLATFORM, EVEN IF A USERZOOM GO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO USERZOOM GO IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU
You agree to defend, indemnify, and hold the UserZoom GO Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Service; (ii) your breach of the representations and warranties hereunder; (iii) your misuse of the Platform; (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right; (v) your negligence or willful misconduct, or (vi) any claims brought against any UserZoom GO Party by a Tester as a result of any of your acts or omissions.
During the Term and for one (1) year thereafter, you shall not, without UserZoom GO’s prior written consent, directly or indirectly, solicit the employment of any of the Testers. Any such solicitation will be considered a material breach of these Terms of Service and may result in termination of your account.
If you believe the Platform contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:
To contact our Copyright Agent by regular mail, please write to:
32 West 39th Street
NY, NY 10018
To contact our Copyright Agent by email, please write to firstname.lastname@example.org, with COPYRIGHT NOTICE in the subject line.
This section, and the sections entitled Intellectual Property, Confidentiality, Indemnification, UserZoom GO Disclaimers and Limitation of Liability, and Effect of Termination shall survive the termination of these Terms of Service. You may not assign these Terms of Service. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, USA. Except for proceedings commenced by UserZoom GO to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. These Terms of Service contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the use of the Site and/or the Platform.