This Agreement was last revised on 05/05/2018.
Welcome! B601 V2, Inc. (“Validately,” “we,” “us,” or “our”) owns and operates the website located at https://validately.com (the “Site”). We invite you (“you”) to join our Validately External Panel to perform user research testing through our online platform (the “Platform”). Please read these Terms of Service carefully. These Terms of Service state the terms and conditions under which you may use the Platform.
We may update these Terms of Service 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 SECTION BELOW TITLED “MISCELLANEOUS” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
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”). The Platform allows testers selected in accordance with Customer’s criteria (each, a “Tester”) to perform Tests created by the Customer and record results of such Tests.
We will send the Test url (“Test URL”) for the applicable Test to you via email. You may begin testing by clicking on the Test URL. You are solely responsible for the confidentiality of your Test URL, as well as for any use and misuse of your Test URL. You will promptly inform us if your Test URL is lost, stolen, disclosed to a third party or otherwise compromised in any way. You will promptly inform us of any need to deactivate your Test URL. We reserve the right to delete or change your Test URL at any time and for any reason.
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.
In order to access and use the Platform as a Tester, you must register for the Validately External Panel by creating a Tester account. During the registration process, you will be asked to provide us with certain information, including, but not limited to, your name, email address, PayPal email address (for payment processing), the types of tests you would like to perform, and the type of technology you would like to test. You represent and warrant that all registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. We are under no obligation to accept any individual as a Tester, and may accept or reject any registration in or sole and complete discretion.
The applicable fees for the particular Test (the “Fees”) will be set forth in Validately’s email that contains the Test URL. We will pay you the Fees within seven (7) days after completion of the applicable Test. Notwithstanding the foregoing, we reserve the right, in our sole discretion, to deny payment to any Tester for incomplete Test; poor audio quality or no audio; failure to answer the relevant follow-up questions and/or spending less than the required amount of time on the Test. You are responsible for determining any tax liabilities incurred from the fees received from Validately.
As a Tester, you are responsible for obtaining internet connections and other third party services necessary for you to access the Test and perform your obligations as a Tester in accordance with these Terms of Service. You may not copy, record, take screenshots or otherwise save or retain the Test Results.
You agree to protect and preserve the Confidential Information as confidential, using no less care than that with which you protect and preserve your own highly confidential and proprietary information (but in no event less than a reasonable degree of care), and not use the Confidential Information for any purpose except to perform your obligations under these Terms of Service. For purposes of these Terms of Service, “Confidential Information” means the Validately Intellectual Property, the Site, the Test Results, the Test(s), the Product(s), information about the Customer(s) and any other non-public information or material regarding Validately’s legal or business affairs, financing, customers, properties, pricing, or data.
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 VALIDATELY, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “VALIDATELY PARTIES”) ENDORSE ANY CUSTOMER, TESTER, TEST, TEST RESULTS, TESTER GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY ANY TESTER), OR ANY PRODUCT THAT YOU TEST THROUGH THE PLATFORM. NONE OF THE VALIDATELY PARTIES IS A PARTY TO ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CUSTOMER AND TESTERS.
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 PERFORMANCE, OR USAGE OF TRADE. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, (I)THE VALIDATELY 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 PLATFORM, EVEN IF A VALIDATELY 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 TO YOU BY VALIDATELY 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 Validately 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 or misuse of the Platform; (iii) your violation of any third-party right, including without limitation any intellectual property, or privacy right; (iv) your negligence or willful misconduct, or (v) any claims brought against any Validately Party by a Customer as a result of any of your acts or omissions.
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:
315 Fifth Avenue
NY, NY 10016
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, Validately 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. In the event of a dispute arising under or relating to these Term of Service or the Platform provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Validately from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Validately’s proprietary interests. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
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.