Remote User Testing Terms of Use

User Testing Client Agreement

Demonstration?

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 1800 Sharon Lane, Austin, TX 78703, 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.

By registering as a client with USERLYTICS for the purpose of conducting customer and user market research, feedback, usability or user experience tests, you understand that participants/testers access the Test Sites or Test files ("Test Site") remotely, i.e., from the tester's home or workplace, 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 or video files or other assets you request be included in any 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 goals and tasks that you define will not ask testers to do the following:

  • Perform tasks that operate outside the realm of remote testing, including acts that indignify testers both on and off-screen while screen recordings, facial recordings, or any other testing method is being conducted.

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. In such an event a full refund will be made.
USERLYTICS may make changes to the content and Services offered on this Website at any time.
USERLYTICS can change the terms of this Agreement at any time (including any Additional Terms). If USERLYTICS changes the terms of this Agreement, USERLYTICS will post an updated set of terms and conditions of use on this Website with a change notice and USERLYTICS may send registered users an email notice of the changes.
If any modification is unacceptable to you, you shall cease using this Website and the Services. If you do not cease using this Website and the Services, you will be conclusively deemed to have accepted the change.

You hereby warrant that you are a corporation or other legal entity, validly formed and existing under the laws of your jurisdiction and have duly authorized your agent or agents to enter into this Agreement or, if an individual, you are of the age of majority in your place of residence.

Subscriptions and Payment

If you purchases a paid subscription to the Services (a "Subscription"), or a Custom Project, you shall pay all fees, including for any additional Services purchased by you, as well as any taxes, applicable to such Subscription, as published on the Website at http://www.userlytics.com from time to time. USERLYTICS may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the then-current term of your Subscription.
Subscription membership in the Services is on a continuous service basis. This means that, subject to the terms of this Agreement, USERLYTICS will automatically renew your Subscription at the end of its term unless your Subscription is canceled at any time prior to the end of the then-current Subscription. You will be charged a renewal rate equal to the rate for the immediately preceding Subscription period, based upon the Subscription program (annual, quarterly, monthly, etc.) that you have chosen, unless USERLYTICS has notified you of any new rate in advance. A cancellation of a Subscription requested by you will become effective on the date that the then-current Subscription period expires.

If you have elected to pay the fees by credit card, you hereby warrant that the credit card information provided by you is correct, and you shall promptly notify USERLYTICS of any changes to such credit card information. You acknowledge and agree that if your credit card payment cannot be processed for any reason, USERLYTICS may suspend or cancel your Subscription.

Refund Policy

For projects that do NOT require Userlytics to supply respondents and participants, a full refund policy at any time for any payments made in the previous 30 days will apply. For projects that DO require Userlytics recruitment and the supply of participants no refunds of any tipe at any time will apply.

Registration

If you have registered for an account to use the Services, you hereby warrant that the information provided by you for the purposes of such registration is complete and accurate. You shall ensure that such information is kept up to date. Upon registering for an account, you will receive a password and an account designation. You acknowledges and agrees that you, and not USERLYTICS, are responsible for your account and all activities occurring in connection with the use of that account, whether or not you authorize such activities.

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.

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 other than in the context of sharing test results with clients or colleagues. 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.
Userlytics stores the IP addresses of both test participants and customers. This information is solely used for internal diagonostic purposes and aggregate statistical analysis, and is not used for advertising tracking purposes or shared with 3rd parties.

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.

Content

You acknowledge and agree that:

  • All tasks/goals, survey questions, information, data, text, software, music, sound, photographs, images, video, survey responses, messages or other materials communicated or transmitted using the Website or the Services ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated,
  • You, and not USERLYTICS, are responsible for all Content that you upload, post, email, distribute, communicate, transmit, or otherwise make available using the Services or that is otherwise made available through the use of your account, whether or not authorized by you, and

You further acknowledge and agree that USERLYTICS does not control the Content originating from you, testers/participants to a test, or other users of the Website or the Services, and does not guarantee the accuracy, integrity or quality of such Content. Notwithstanding the foregoing, USERLYTICS may review all Content and may block, modify, terminate access to, or remove any such Content that USERLYTICS considers, in its sole discretion, does not comply with any of the requirements of this Agreement but USERLYTICS is not obligated to do so.
USERLYTICS reserves the right to purge Content from its databases at any time after 90 days from a Project completion without notice. USERLYTICS shall not be liable for any purging, deletion, or failure to retain any such Content.
USERLYTICS may disable your account and your access to use the Website and/or the Services and USERLYTICS may recover from you any losses, damages, costs or expenses incurred by USERLYTICS resulting from or arising out of your non-compliance with any provision of this Agreement.

Your Content

In connection with your use of the Website and the Services, and without limiting any of your other obligations under this Agreement or applicable law, you:

  • shall comply with: (i) this Agreement, including USERLYTICS's anti-spam policy and all other policies as published on the Website from time to time, (ii) all applicable U.S. Federal, State, local and international laws, including the CAN-SPAM Act of 2003, and all other laws related to unsolicited commercial email messages, defamation, privacy, obscenity, intellectual property or child protective email address registries, (iii) all other rules or regulations applicable to you, including regulations promulgated by the U.S. Securities and Exchange Commission and similar regulatory authorities throughout the world, and the rules of any securities exchange, and (iv) all privacy policies or similar policies or procedures to which you may be bound that are related to your use of the Services;
  • shall not upload, post, email, test, distribute, communicate, transmit or otherwise make available any Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that you do not have the right to make available or test by reason of any law or contractual or fiduciary relationship (including inside information, and proprietary or confidential information obtained or disclosed in connection with an employment relationship or pursuant to a confidentiality agreement), or (iv) that comprises or includes any "junk mail", "spam", "chain letters", "pyramid schemes", or any similar form of solicitation;
  • shall not use the Website or the Services to send tests, surveys, polls, or other materials to minors unless you are permitted to do so under all applicable laws, or to harm minors in any way, and shall not send surveys, tests, polls or other materials to minors that would subject USERLYTICS to the Children's Online Privacy and Protection Act;
  • shall not impersonate any other person or entity, including USERLYTICS, or a USERLYTICS official, forum leader, guide or host, or falsely state or otherwise misrepresent User's affiliation with any other person or entity;
  • shall, if you use the Services to send a tests, not mislead the recipients of that test that you may have the ability to associate individual responses to that survey with the individual email addresses to which that survey was sent by stating that you have no such ability (unless you have chosen the non-registration option for sending invitations).
  • shall not interfere with or disrupt the Website or the Services or servers or networks connected to the Website or the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website or the Services;
  • shall not engage in excessive usage of the Website or the Services, as determined by USERLYTICS in its sole discretion, including usage that adversely affects the speed, responsiveness, or functionality of the Website, or disrupts the availability of the Website and the Services for other users;
  • shall not attempt to damage, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Website or the Services in any manner;
  • shall not upload, post, email, test distribute, communicate, transmit or otherwise make available any viruses or similar malicious software that may damage the operation of a computer, the Website, or the Services;
  • shall not upload test links to message boards or newsgroups that are not relevant to the subject matter of the survey, or that prohibit such uploading without USERLYTICS's prior written consent; and
  • shall not use the Website or the Services to collect, process, or otherwise handle, "Protected Health Information" (as defined in 45 C.F.R. 160.103) without USERLYTICS's prior written consent.
  • You further acknowledge and agree that USERLYTICS may cooperate with any governmental authority in connection with any investigation into your use of the Website or the Services, including use in contravention of applicable laws, and may disclose any Content, and any other information pertaining to you or to your use of the Website or the Services, to such governmental authority in connection with any such investigation.

Indemnity by User

You shall indemnify, defend and hold harmless USERLYTICS, its affiliates, and their respective directors, officers, employees, servants and agents from and against all claims, demands, damages, liabilities and costs (including attorneys' fees on a full indemnity basis) arising out of or in connection with:

  • Your use of the Website or the Services, including your use of or reliance on any information or materials (including test, survey or poll results or responses) obtained through the use of the Website or the Services,
  • any other use of the Services by a third party using your account (whether or not authorized by you),
  • Your breach of this Agreement, including any representations and warranties under this Agreement, or
  • Your contravention of any applicable law, including the CAN-SPAM Act of 2003.

Termination

This Agreement shall automatically become effective upon your first use of the Website or the Services, and continue indefinitely until it is terminated.

USERLYTICS may cancel your Subscription (if User has one), or a Custom Project and terminate this Agreement immediately by notice to you in the event that you breach any of your representations, warranties, or obligations under this Agreement (including any of your obligations under (Content) or that contravenes any applicable law.
Upon termination of this Agreement for any reason, you shall immediately cease all use of the Website and the Services, and you acknowledges and agree that USERLYTICS may, in its sole discretion, take any measures USERLYTICS reasonably deems necessary or desirable to prevent further use by you of the Website or Services, including by blocking your IP address. You further acknowledge and agree that upon termination of this Agreement, USERLYTICS shall not be obliged to retain any of your Content (including test, survey or poll results or responses) or to provide the same to you, but may elect to do so in its sole discretion. Termination of this Agreement shall not entitle you to a refund of any Subscription or other fees previously paid by you.
The following shall survive termination of this Agreement for any reason:

  • all of your representations, warranties and indemnities given under this Agreement;
  • all disclaimers of warranties, and limitations and exclusions of liability; and
  • the last sentence of (Content), and each of (Indemnity by User), (Termination), (Limitations and Exclusions of USERLYTICS's Liability) and (Intellectual Property Rights).

Provisions of the Website and the Services

USERLYTICS reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Services or any part thereof, or your access thereto, and to modify, suspend or delete the Website or any part thereof, with or without notice. You acknowledges and agree that USERLYTICS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Website.
Without limiting the above (Provision of the Website and the Services), if you engages in excessive usage of the Website or the Services (as described in (User Conduct)), USERLYTICS may take such action as it considers necessary to prevent such excessive usage and to restore the availability of the Website and the Services to other users, including by limiting or suspending your access to the Website and the Services, or by canceling your Subscription and terminating this Agreement.
You acknowledge and agree that the Website and the Services are provided "as is," "where is," "as available," and "with all faults," and that USERLYTICS has no responsibility or liability for the loss or deletion of, or failure to receive, process or store any Content (including test, survey or poll results or responses) maintained or transmitted using the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN OR AVAILABLE THROUGH THE WEBSITE OR THE SERVICES, INCLUDING INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE BY OTHER USERS OF THE WEBSITE OR THE SERVICES, MAY INCLUDE INACCURACIES OR ERRORS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU, AND NOT USERLYTICS, ARE RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS, AND USEFULNESS OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SERVICES.
USERLYTICS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS OF THE WEBSITE OR THE SERVICES, OR THE ACCURACY OF SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USERLYTICS, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.
If you are located in a country embargoed by the United States, or are on the U.S Treasury Department's list of Specially Designated Nationals, you are not permitted to purchase a Subscription or any other paid services from USERLYTICS.

LIMITATIONS AND EXCLUSIONS OF USERLYTICS'S LIABILITY

IN NO EVENT SHALL USERLYTICS, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE OR DATA, OR COSTS OF COVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF USERLYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES ARISING OUT OF:

  • THE USE OR PERFORMANCE OF, THE DELAY IN PROVIDING, THE FAILURE TO PROVIDE, OR THE INABILITY TO USE, THE WEBSITE OR THE SERVICES, OR
  • ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES CONTAINED IN OR AVAILABLE THROUGH THE WEBSITE OR THE SERVICES, INCLUDING INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE BY OTHER USERS OF THE WEBSITE OR THE SERVICES.

YOU SPECIFICALLY AGREE THAT USERLYTICS, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS SHALL NOT BE LIABLE FOR:

  • UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR THE SERVICES OR IN RELIANCE UPON ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SERVICES,
  • ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF A THIRD PARTY'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OR
  • ANY CONTENT SENT USING, OR INCLUDED IN, THE WEBSITE OR THE SERVICES BY ANY THIRD PARTY.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING THE WEBSITE AND THE SERVICES.

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING EXCLUSIONS OF LIABILITY, USERLYTICS, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS IS LIABLE TO YOU FOR ANY AMOUNTS UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, USERLYTICS'S (OR SUCH AFFILIATES', DIRECTOR'S, OFFICER'S, EMPLOYEE'S, SERVANT'S OR AGENT'S, AS APPLICABLE) TOTAL LIABILITY IN RESPECT OF SUCH AMOUNTS SHALL NOT EXCEED THE GREATER OF:

  1. THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), AND
  2. THE AMOUNTS ACTUALLY RECEIVED BY USERLYTICS FROM YOU UNDER THIS AGREEMENT.

YOU ACKNOWLEDGE AND AGREE THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, USERLYTICS WOULD NOT BE ABLE TO OFFER THE WEBSITE OR THE SERVICES, AND THAT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF THEY WOULD CAUSE YOUR REMEDIES UNDER THIS AGREEMENT TO FAIL OF THEIR ESSENTIAL PURPOSE. Notwithstanding the foregoing, some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages in certain circumstances, and so the foregoing limitation and exclusions may not apply to you to that extent.

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.

Intellectual Property Rights

The Website and the Services and all information and screens appearing on this Website, including documents, services, Website design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of USERLYTICS or its third party licensors. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. USERLYTICS reserves all rights in the Website and the Services that are not expressly granted. Nothing in this Agreement shall be deemed to assign or transfer to you any rights to any such intellectual property. You further acknowledge and agree that Content made available to you through the Services may be subject to the intellectual property rights of third parties.
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 offline assets, 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").

General

USERLYTICS may provide references, frames or hyperlinks to internet websites maintained by third parties. USERLYTICS does not warrant that it has reviewed such third party websites and makes no claims, representations or warranties regarding such third party websites or the contents of the same. USERLYTICS is not responsible for, nor does it endorse or recommend, any products or services provided by such third parties through such third party websites or by any other means.
You acknowledge and agree that you, and not USERLYTICS, is responsible for determining which laws may apply to your use of the Website and the Services and assessing your obligations under such laws.
All notices and other communications required or permitted to be given by USERLYTICS to you under this Agreement will be deemed to be properly given on the date when:

  • posted on the Website,
  • sent by email to the email address for you last recorded by USERLYTICS, or
  • sent by postal mail to the postal address for you last recorded by USERLYTICS.

You may give notices to USERLYTICS under this Agreement by email to info@userlytics.com.
This Agreement comprises the entire agreement between USERLYTICS and you relating to the Website and the Services.
The use of the terms "includes" and "including", and similar terms, shall be deemed not to limit what else might be included.

This Agreement shall be governed by the laws of the State of California, without reference to its conflicts of law rules, and the parties hereby submit to the exclusive jurisdiction and venue of the courts of that State.

You may not assign this Agreement without USERLYTICS's prior written consent, which may be withheld in USERLYTICS's sole discretion. USERLYTICS may assign this Agreement at any time without notice to you.
In any dispute arising out of this Agreement, the substantially prevailing party shall be entitled to payment of its reasonable attorneys' fees and costs.

The failure by USERLYTICS to enforce any right or provision of this Agreement shall not constitute a waiver of that provision or of any other provision of this Agreement.
If any provision of this Agreement shall be determined to be invalid or unenforceable by a court, such provision shall be deemed severable and the remainder of this Agreement shall remain in full force and effect.

Last Updated: April 12th, 2016