The terms of service (“Agreement”) forms a legal contract between you (“Client”) and User Interviews, Inc. (“User Interviews”) that governs your access and use of the User Interviews services and software. By using any of the Services or the Platform, Client agrees to be bound by this Agreement. If Client is using the Platform or Services on behalf of an organization, Client agrees to this Agreement for that organization and representing to User Interviews that Client has the authority to bind the organization to their Agreement (in which event, “Client” will refer to the organization). Client may use the Platform and Services only in compliance with this Agreement and only if Client has the power to form a contract with User Interviews and is not barred under any applicable laws from doing so.
User Interviews has developed a service (the “Platform”) that enables Client to recruit people of specific demographics (“Testers”) for interviews or tests (“User Tests”). The Testers are neither employees nor agents of User Interviews, but are independent third-party service providers using the Platform to provide services to Client. User Interviews expressly disclaims all liability for the acts or omissions of the Testers.
User Interviews reserves the right to reject any projects launched on the Platform at any time. User Interviews does not guarantee fulfillment of any projects launched on the Platform.
Pricing is determined by the project type Client requests and will be shown on the Platform before launching a project. Any agreement between the Client and User Interviews outside of the Platform will take precedent over the price on the platform. User Interviews only charges for successfully completed interviews.
If Client cancels an interview after a Tester has been scheduled, Client will be expected to pay the Tester 25% of the agreed upon compensation and pay User Interviews the full sourcing fee for that Tester.
(a) If Client attempts to a reschedule a Tester and the Tester is unable to reschedule it will be treated the same as a Client cancellation in Section 2.2. If a Tester does successfully reschedule there will be no extra fee.
(b) Any material changes in the project will count as the Client trying to reschedule the project with any scheduled Testers.
If a Tester cancels an interview after scheduling User Interviews will attempt to find a replacement tester. Client will not be charged for any Tester that cancels or does not show up for a scheduled project.
If User Interviews is only able to partially fulfill a project they will charge a pro-rated amount to Client for that project.
(a) Client is required to pay participants the amount and type of payment they agree to when launching the project.
(b) Client can request that User Interviews manages compensating Testers. In this case, User Interviews will compensate Testers once Client marks them as “Complete” on the Platform. If Client does not mark Testers as “Complete” or “Did Not Show” within 7 days of the Tester’s scheduled time slot User Interviews will compensate the participant the full amount they would have received if they successfully completed the project.
(c) If Client chooses to manage Tester compensation themselves they are expected to pay all Testers within 7 days of when a Tester has completed the project or task.
No Confidential Information obtained by User Interviews from Client and no Client Property shall become User Interview’s property. All materials, sites, software, and applications provided or made available by Client under any Orders shall be deemed “Client Property” for purposes of the Agreement. During the performance of User Interview’s obligations under this Agreement, and subject to User Interview’s compliance with the terms of this Agreement, Client grants to User Interviews a temporary, revocable, non-exclusive license to use Client Property solely as needed to perform User Interview’s obligations in connection with the Agreement.
Each party (“Recipient”) agrees to retain in confidence any non-public information provided to it by the other party (“Discloser”) that is marked, labeled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure by Discloser (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information will include, without limitation, any Personally Identifiable Information shared in connection with this Agreement or in any User Test. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is publicly known at the time of disclosure, (b) is received by Recipient from a third party without restriction on disclosure and without breach of a non-disclosure obligations, (c) is published or otherwise made known to the public by Discloser, (d) was generated independently without reference to the other party’s Confidential Information, or (e) Recipient rightfully knew prior to receiving such information from the Discloser. Recipient shall not disclose to any third party or use any Confidential Information disclosed to it by Discloser except to Recipient’s personnel who are required to have access to the Confidential Information to fulfill performance of this Agreement, provided that all such personnel shall be obligated in writing to maintain the confidentiality of any such Confidential Information, or as otherwise expressly permitted in this Agreement, and provided further that Recipient shall obtain Discloser’s written consent (in each instance) prior to disclosing any Personally Identifiable Information received from or through Discloser. Recipient will use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information to maintain the confidentiality of the Confidential Information in its possession or control, but in no event with less than reasonable care. Notwithstanding the foregoing, each party may disclose Confidential Information of the other party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that such party uses reasonable efforts to notify the other party in advance of such disclosure so as to permit the other party to request confidential treatment or a protective order prior to such disclosure; and (ii) on a “need-to-know” basis to its financial advisors, lawyers or other advisors who are obligated to maintain the confidentiality of such information. Each party acknowledges that breach of this provision may result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.
Client acknowledges that the Platform, User Tests and Services are not intended for the collection and processing of “Personally Identifiable Information” (defined as information that can be used to identify a particular individual, including but not limited to, name, date of birth, social security number, email, postal address, phone number and any other information that, either alone or in combination with other data, could be used to identify or contact a particular person). Client acknowledges the risks inherent in the collection of such Personally Identifiable Information, and Client disclaims all liability against User Interviews for any claims, causes of action, damages, judgments, settlements, and/or costs asserted by a third party or Client as a result of the collection, use, transfer, or other processing of Testers’ Personally Identifiable Information supplied by a Tester in connection with any Client User Tests.
Upon termination or expiration of the Agreement, or upon Discloser’s request, Recipient shall (at Discloser’s option) return, destroy, or render inaccessible all Confidential Information provided to it by Discloser under the Agreement. Promptly after receipt of written request from the other party, each party shall either promptly return the other party’s Confidential Information in its possession or control, or confirm that such Confidential Information has been destroyed or rendered inaccessible.
Subject to the terms and conditions herein, Client hereby acknowledges and agrees that User Interviews may compile aggregate de-identified results or metrics from all of, or a selection of, Client’s use of the Platform, provided that such aggregated results will not contain information that could be used to individually identify Client and/or any Client Property. Such aggregate, de-identified results shall be deemed to be User Interview’s Confidential Information.
User Interviews represents and warrants that the Services provided by User Interviews, if any, shall be provided in a professional and workmanlike manner. User Interviews’ sole and exclusive liability for any breach of the above warranty shall be limited to re-performance of the Services. User Interviews also hereby represents and warrants that (a) User Interviews has full power and authority to enter into the Agreement and this Agreement will constitute a valid and binding obligation of User Interviews; and (b) User Interview’s execution of the Agreement does not violate any other agreement to which User Interviews is subject.
Client hereby represent and warrants that Client (a) has full power and authority to enter into the Agreement and the terms of conditions of this Agreement will constitute a valid and binding obligation of Client; (b) will use the Deliverables and the Services in compliance with all applicable laws, rules and regulations (including, but not limited to, applicable privacy laws and regulations); (c) Client’s execution of this Agreement does not violate any other agreement to which Client is subject; (d) will use the Platform and Services for qualitative research and related purposes only; and (e) will not use the Platform and Services for the purpose of distributing computer viruses, malware, spyware or similar items to Tester’s computers or other devices.
OTHER THAN AS SET FORTH IN THIS AGREEMENT, USER INTERVIEWS EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE PLATFORM, THE USER TESTS OR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USERTESTING PROVIDES THE SERVICES AND DELIVERABLES SOLELY FOR INFORMATIONAL PURPOSES TO CLIENT. CLIENT IS SOLELY RESPONSIBLE FOR ANY DECISIONS MADE BASED ON SUCH INFORMATION.
IN NO EVENT WILL USER INTERVIEWS BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, LOST PROFITS, BUSINESS LOSS OR ANY OTHER INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC OR CONSEQUENTIAL DAMAGES WHETHER OR NOT USER INTERVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER INTERVIEW’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO USERTESTING FOR THE USE OF THE PLATFORM OR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH DAMAGES.
Client agrees to indemnify, defend and hold User Interviews harmless against any claims, causes of action, damages, judgments, settlements, and/or costs asserted by a third party or Tester as a result of the collection, use, transfer, or other processing of Testers’ Personally Identifiable Information when specifically requested by Client in connection with any Client User Tests.
Neither party may assign this Agreement without the other party’s prior written consent except in the event of a merger, acquisition or sale of substantially all of an assigning party’s assets. Any attempt to assign this Agreement other than as permitted above will be null and void.
The Agreement shall be governed by and construed under the laws of the State of Delaware without regard to the conflicts of law provisions thereof.
The parties to this Agreement are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
No failure or delay by any party in exercising any right, power, or remedy under the Agreement, except as specifically provided herein, shall operate as any waiver of any such right, power, or remedy.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
User Interviews will not be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, riot, failure of electrical, Internet, co-location or telecommunications service, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises.
Client agrees that User Interviews may use Client’s company name and logo on User Interview’s client lists on User Interview’s Platform, website, and marketing materials and to promote User Interview’s service in any way.
This Agreement constitutes the complete and exclusive agreement between Client and User Interviews with respect to the subject matter hereof and supersedes any prior communications (both written and oral) regarding such subject matter. User Interviews expressly objects to any additional or conflicting terms proposed by Client in a Client purchase order or otherwise. No Client form shall modify the terms of this Agreement. This Agreement may only be modified or amended by a written amendment executed by both parties.
Questions, comments and requests in relation to this Agreement should be sent to firstname.lastname@example.org or by regular mail to:
User Interviews, Inc. 25 First St. #303, Cambridge, MA 02141