Terms of Use

Please read carefully the following Terms of Use. These Terms of Use form a legally binding agreement between you and USERLYTICS Corporation, a company incorporated in Delaware with offices at 101 California Street, Suite 2450 PMB 014, San Francisco, CA, 94111, USA ("USERLYTICS", "we") in relation to your use of the website www.userlytics.com, owned and operated by USERLYTICS (the "Website") and any products, software and services provided to you by USERLYTICS™ on or from the Website (collectively the "Services"). These Terms of Use apply to all users of the Website and the Services.

Acceptance of the Terms of Use

By indicating your acceptance in the “I Agree” field, you are agreeing to abide and be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not fill in the “I Agree” field and do not use the Website or Services.

You may not use the Services and may not accept these Terms of Use if you are not of legal age to form a binding contract with USERLYTICS™.

By registering as a client with USERLYTICS for the purpose of conducting online user experience and usability tests, you understand that there may be no installation required on the sites or online properties or the hosted software or software prototypes that are being tested (the “Test Sites”), and that our Services use testers who access the Test Sites remotely, i.e., from the tester’s home, or some other location from which the testers connect to the Internet.

Access to the Services

You are responsible for making all arrangements necessary for you to have access to the Services, including and without limitation, providing suitable computer hardware and access to the Internet for reviewing test results and any authorization necessary for testers to access the Test Site for purposes of performing tests.

USERLYTICS™ shall have sole discretion in determining the appropriateness of any website or other online property or hosted software or software prototype you request be included in any user experience or usability test. As a client, you agree (1) you will not use any robot, spider, other automatic device, or manual process to monitor or copy the pages of the Website or the Content (defined below) contained on the Website without the prior express written permission of USERLYTICS™; (2) you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or the Services; and (3) that the Test Site or online property or hosted software or software prototype does not contain any viruses or programs that may intentionally damage any system, data, or personal information.

If you choose to sign up for a USERLYTICS™ service, you agree to: (1) Provide accurate and complete registration information including an email address that is current and active; Pay for the Services in accordance with the provisions of the Website; and (3) You represent and warrant that the user experience and usability testing goals and tasks that you define will not ask testers to do the following:

• Sign up or register to a website or software program or prototype by entering his/her personal information or revealing any identifiable data.
• Perform tasks that operate outside the realm of remote website user experience and usability testing, including acts that indignify testers both on and off-screen while screen recordings, facial recordings, or any other testing method is being conducted.

In the event any portion of your usability test (goals/tasks and/or questions) are not clear to the testers, or if you ask testers to perform tasks that do not comply with the Terms of Use, we will contact you to make the appropriate revisions.

USERLYTICS™ reserves the right in its absolute discretion on any ground it sees fit not to accept your order or to terminate an existing order, and is under no obligation to explain its decision.

Userlytics™ reserves the right to not respond/provide a free sample at our sole discretion, including reasons of providing incorrect or frivolous data, or using multiple email addresses to request more than one free sample test. If a free coupon code is used as part of a free sample request, and the target website or prototype or task is frivolous in our estimation, at our sole discretion, we reserve the right to not process the order.

Personal Information

USERLYTICS™ seeks to protect the privacy and information of all those who use our Service.

USERLYTICS™ collects and processes personal information that you provide to us when signing up for our Services. This data includes::

• 1. Your email address, Test Site address and content, and any other information provided by you.
• 2. If you contact USERLYTICS™, we may keep a record of that correspondence.
• 3. USERLYTICS™ may also ask you to provide information when you report a problem with the Website; and details of your visits to the Website including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.

USERLYTICS™ may disclose personal information and other information about you where:

• 1. USERLYTICS™ or any relevant business unit is or may be acquired by a third party.
• 2. USERLYTICS™ is under a duty to disclose or share your personal data in order to comply with any valid legal process, such as subpoenas, search warrants and court orders, or other valid law enforcement obligations, or to protect itself or others, or establish or exercise its legal rights or defend against legal claims

Where We Store Your Personal Data and Security

All information you provide to USERLYTICS™ is stored on secure servers. Any payment transactions will be encrypted using SSL technology. You are responsible for maintaining the confidentiality of any usernames or passwords associated with any account that you use to access the Website or Services and for monitoring all activity under your account. You may not disclose or share your username or password with any third parties or use them for any unauthorized purpose. You shall be deemed responsible and you agree to assume full responsibility for all activities, acts or omissions of anyone that occur under your account. If you become aware of any unauthorized use of your password or your account you agree to notify USERLYTICS™ immediately at the email address provided at the end of these Terms of Use.

Unfortunately, the transmission of information via the internet is not completely secure. Although USERLYTICS™ will use reasonable efforts to protect your personal data, it cannot guarantee the security of your data transmitted over the Internet to the Website. Any transmission is at your own risk. Once USERLYTICS™ has received your information, it will use reasonable procedures and security features to try to prevent unauthorized access.

Collecting Information

USERLYTICS™ may collect information about your computer, including where available your IP address, operating system and browser type, for the purposes of system administration and to report aggregate information to its advertisers or other third parties.

Proprietary Rights in Website Content

USERLYTICS™ is the owner or the licensee of all intellectual property rights in the Website and all information, content, text, graphics, design, compilation, selection and arrangement of elements, organization, software, and other content that make up the Website and/or the Service (the "Content"). You acknowledge that certain Content available on the Website is protected by copyright laws and treaties around the world, and trademark, patent or other intellectual property rights of USERLYTICS™ or its licensors. Except as expressly provided herein, nothing within the Website or Service shall be construed as conferring any right or license under any of USERLYTICS™ intellectual property rights, whether by estoppel, implication, waiver or otherwise.

Except as otherwise provided herein, you agree that you will not copy, reproduce, alter, reverse engineer, modify, create derivative works, broadcast or publicly display any Content from the Website without the prior express written permission of USERLYTICS™.

All trademarks, service marks, and trade names appearing on the Website are the property of USERLYTICS™ or the respective owners of such marks or names, and are protected by U.S. and international copyright and trademark laws. You agree not to defame or disparage USERLYTICS™ and its trademarks, service marks, and trade names, or any other aspect of the Website or the Content. Any use of the trademarks, service marks, or trade names appearing throughout the Website without the express written consent of USERLYTICS™ or the owner of the mark or name, as applicable, is strictly prohibited.

You acknowledge that you have all rights necessary to authorize USERLYTICS™ to access and permit testers to access the Test Site or other target online properties, or to upload to a Userlytics Server software or software prototypes - for purposes of performing the Services.

All rights not expressly granted in these Terms of Use are reserved.

USERLYTICS™ has applied for the registration of the userlytics.com logo as European Community and International registered trade marks of USERLYTICS (together the "Trade Marks").

WARRANTY DISCLAIMER

WHILE USERLYTICS™ USES REASONABLE EFFORTS TO IDENTIFY AND ALLOCATE TESTERS TO PERFORM TESTS OF THE TEST SITE BASED ON YOUR REQUIREMENTS, USERLYTICS™ DOES NOT EXERCISE CONTROL OVER THE TESTERS OR THE QUALITY OF THE TEST RESULTS OR CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, WEBSITE AND CONTENT IT CONTAINS ARE PROVIDED ON AN “AS IS, AND AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USERLYTICS™ DISCLAIMS ALL WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY USERLYTICS™, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. USERLYTICS™ DOES NOT WARRANT THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

USERLYTICS™ MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (1) THE CURRENCY, CORRECTNESS, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, OR OPERATION OF THE WEBSITE, THE SERVICES AND THE CONTENT; (2) YOUR USE OF THE WEBSITE, THE SERVICES AND THE CONTENT; OR (3) ANY THIRD-PARTY PRODUCTS AND SERVICES YOU MAY OBTAIN OR ANY THIRD-PARTY WEBSITE YOU MAY ACCESS THROUGH THE WEBSITE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL USERLYTICS™, ITS EMPLOYEES, SUPPLIERS, AGENTS (INCLUDING ANY TESTERS) OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, REVENUE, INTEREST OR BUSINESS, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO YOUR OR ANY THIRD PARTY’S CLAIM (INCLUDING, BUT NOT LIMITED TO, RELIANCE ON OR THE USE OF, DELAY IN BEING ABLE TO USE, OR INABILITY TO USE, THE SERVICES, THE WEBSITE, THE CONTENT IT PROVIDES, OR ANY OTHER HYPERLINKED WEBSITE OR ANY THIRD PARTY PRODUCTS OR SERVICES) REGARDLESS OF LEGAL THEORY, EVEN IF USERLYTICS™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH USERLYTICS™, ITS EMPLOYEES, ITS SUPPLIERS, ITS AGENTS (INCLUDING ANY TESTERS) AND ITS LICENSORS MAY INCUR FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT ACTUALLY PAID FOR THE SERVICES AT ISSUE. THIS LIABILITY CAP WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY DESPITE THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE.

Indemnity

You agree to indemnify and hold harmless USERLYTICS™, its employees, suppliers, agents (including any testers) and licensors from any third-party claim, liability, loss, damage, cost or expense (including without limitation reasonable attorney’s fees) arising out of or related to access and use of the Test Site in accordance with the provisions of these Terms of Use; your failure to comply with these Terms of Use; your infringement, violation, or misappropriation of any third party rights; or any violation of applicable laws or regulations.

Permissions

USERLYTICS™ may extract portions (either partially or in full) of the tests that you commission and pay for and of the reports that we provide for your website/s and online properties and hosted software and software prototypes, and we may post them on our Examples and Case Studies pages and/or communicate them to third parties for marketing purposes, ONLY with your express written permission.

However, if you order a free sample of the USERLYTICS™ Service, you authorize us to publish the reports provided to you as part of said free sample in the public domain in our Sample Highlights and Case Studies pages, as well as communicate them to third parties for marketing purposes, at USERLYTIC'S™ sole discretion.

You are only authorized to use the test results for your own internal use, and shall not post the results on any publicly available website, or any portion thereof, or use the results in whole or in part, for any type of marketing purposes.

You may view your usability test results up to 90 days after placing your order.

EXTENSION OF TESTING PERIOD

In some cases, USERLYTICS™ may not be able to fulfill a timely response on usability tests, due to partial or total unavailability of testers with the demographic profiles requested.

In the event that we are unable to fulfill the number of testers and/or demographic profiles within the time period requested, you will be notified via email with the opportunity to select from the following options:

• 1. Extending the testing period until there are enough qualified testers to perform your test; or
• 2. Broadening the requested demographic profile to be able to invite more testers.

You will again be contacted with the choice of the above options in the event we are still unable to find enough qualified testers to complete your test.

In the event that USERLYTICS™ does not receive a response as set forth above regarding said options, we will continue to try to fulfill the number of testers requested (option 1 above) until we are successful.

Userlytics retains sole discretion at any time to determine that the combination of the requested demographic profile and number of testers is excessively challenging, and thus to decide to broaden the requested demographic profile so as to be able to invite more testers.

ALTERNATIVE PAYMENT OPTIONS

In the event an order is paid using Paypal E-checks, it usually takes between 3 and 5 business days for it to clear. A test paid using Paypal E-checks will start from the day it is cleared, not the day it was ordered. You will receive an email notification informing you of the start date of your test after clearance.

NON-WAIVER

You agree that if USERLYTICS™ does not exercise or enforce any legal right or remedy which is contained in the Terms & Conditions (or which USERLYTICS™ has the benefit of under any applicable law), this will not be taken to be a formal waiver of USERLYTIC´s rights and that those rights or remedies will still be available to USERLYTICS™.

PARTIAL NULLITY

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms & Conditions is invalid, then that provision will be removed from the Terms & Conditions without affecting the rest of the Terms & Conditions, which shall continue in full force and effect.

Changes to the Terms of Use

USERLYTICS™ reserves the right to modify, suspend, discontinue, disable your access to or otherwise make changes to any part of the Website and/or the Services at any time, without notice, and without liability to you or any third party of any kind.

If USERLYTICS™ changes these Terms of Use, it is your responsibility to review them when using the Website and/or the Services to ensure you are aware of the latest Terms of Use. By using the Website and/or the Services following any modified Terms of Use by USERLYTICS™, you agree to be bound by those changes. Any disputes arising under these Terms of Use shall be governed by the Terms of Use in effect at the time the claim or dispute arose. Any changes apply prospectively only to new transactions or activities after the date of the change.

Termination

USERLYTICS™ may, at its sole discretion, terminate these Terms of Use for any reason and at any time without notice, and without liability to you of any kind whatsoever.

Following termination, all of the legal rights, obligations and liabilities that you and USERLYTICS™ have benefited from, been subject to (or which have accrued during the time these Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected.

Links to Other Internet Sites

The Website may contain links to other Internet websites and services that are operated, and maintained by third parties. You acknowledge, understand and agree that USERLYTICS™ will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on such other websites.

General Terms

These Terms of Use constitute the entire agreement between the parties relating to the subject matter herein, and shall completely replace any prior agreements, oral or written, between you and USERLYTICS™ in relation to the Website and/or the Services.

You agree that if USERLYTICS™ does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which USERLYTICS™ has the benefit of under any applicable law), this will not constitute a formal waiver of USERLYTICS™ rights and those rights or remedies will still be available to USERLYTICS™.

You may not assign or delegate any rights or obligations under these Terms of Use and any purported assignment or delegation shall be ineffective. USERLYTICS™ may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially.

These terms of use shall be governed by the law of the State of California, USA. You hereby consent to the jurisdiction of the courts in the State of California, USA for the resolution of any dispute arising out of or related to these Terms of Use.

You agree to comply with all applicable international and national laws that apply to the use of the Services and the Website, including the United States Export Administration Regulations and any other applicable laws.

USERLYTICS™ may provide notices to you via postings on the Website, via email or via any other means of communication for which you have provided contact information.

Questions, comments and requests in relation to these Terms of Use should be sent to USERLYTICS™ via email at info@userlytics.com, or via regular mail to:

Userlytics Corporation,
101 California Street,
Suite 2450 PMB 014,
San Francisco, CA, 94111,
USA

Last Updated: April 20, 2010