Terms of Service - Validately

This Agreement was last revised on 05/05/2018.

Welcome! B601 V2, Inc. (“Validately,” “we,” “us,” or “our”) invites you to use our online platform (the “Platform”) which you can access through our website located at https://validately.com (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.

By browsing the public areas or by accessing and using the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and our Privacy Policy. If you do not agree to any of these terms, then please do not use the Site

By signing up, accessing, and/or using the Platform, each Customer (as defined below) represents and warrants that the Customer is at least 18 years old or older and acknowledges that the Customer has read, understood, and agrees to be legally bound by the terms of our Privacy Policy and these Terms of Service. If the Customer is accepting these Terms of Service on behalf of a company or other legal entity, the Customer also represents and warrants that the Customer has the authority to bind such entity to the terms of our Privacy Policy and these Terms of Service. If the Customer does not have such authority, or the Customer does not agree to any of these terms, then the Customer is not permitted to use our Platform.

By signing up, accessing, and/or using the Platform, each Tester (as defined below) is agreeing to the terms of our Privacy Policy and the accompanying Tester Terms of Service.

Description of the Platform

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 Validately to source Testers for the Customer. If a Customer requests Validately to source Testers, the Customer will recruit from Validately’s external panel of Testers (“Validately External Panel”).

All Testers on the Validately External Panel are independent service providers of Validately. 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.

To the extent Validately processes the personal data of natural persons located in the European Economic Area on behalf of Customers that utilize the Platform, Validately is a “data processor” as such term is defined under the General Data Protection Regulation (2016/679). With respect to other processing activities, Validately may act as a “data controller” as such term is defined under the GDPR. Please see Validately’s Privacy Policy for more information.

Registration

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.

Trial Period and Subscription

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.

Fees; Account Suspension

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.

Use of Personal Data

Your use of the Platform may involve the transmission to us of certain personally-identifiable information. Our policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy (located at https://validately.com/privacy) which is hereby incorporated by reference in its entirety.

Intellectual Property

  1. Validately Intellectual Property We own and will continue to own all right, title, and interest in and to (i) the Site, and the Platform, including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the Platform; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other content and materials available through the Platform and all intellectual property rights therein (collectively, the “Validately Intellectual Property”). Except as expressly permitted in these Terms of Service, you have no rights in or to any Validately Intellectual Property.
  2. Customer Generated Content. You may post and/or create content through the Platform, including but not limited to, the Test(s) you create (hereinafter, “Customer Generated Content”). We cannot and do not review the Customer Generated Content--we merely act as a passive conduit for distribution of the Customer Generated Content. That said, we may remove Customer Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion.

    As between Validately and you, you retain all copyrights and other intellectual property rights in and to the Customer Generated Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Customer Generated Content as reasonably necessary for us to provide the Platform to you.
  3. Test Results. As between you and us, you own all right, title and interest in and to all results of the Tests you create and launch hereunder, including but not limited to, all audio and video recordings, reports, conclusions and any other information submitted by Testers through the Platform or collected by us through the Platform in connection with your Test(s), together with all intellectual property rights embodied therein (collectively, “Test Results”). However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Test Results as reasonably necessary for us to provide the Platform to you.

Confidentiality

“Confidential Information” means: (i) with respect to Validately, the Validately 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.

Community Guidelines

By accessing and/or using the Platform, you hereby agree that:

  • You will not use the Platform for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk” or otherwise harass another user of the Platform or any other person;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, or files related to the Platform through hacking, password or data mining, or any other means.

Unsolicited Information

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.

Validately Disclaimers and Limitation of Liability

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, 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 VALIDATELY 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 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 SITE, OR 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 BY YOU TO 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

External Sites

The Site and the Platform may contain links to third-party websites (“External Sites”), but we do not endorse and are not responsible for the maintenance or content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification

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 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 Validately Party by a Tester as a result of any of your acts or omissions.

Non-solicitation

During the Term and for one (1) year thereafter, you shall not, without Validately’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.

Termination

  1. Term. These Terms of Service shall be effective upon your acceptance of it and shall continue until terminated as set forth herein (“Term”).
  2. Termination.
    1. If you are a Visitor, we reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Site, at any time and for any reason without prior notice or liability.
    2. If you are a Customer, we may terminate these Terms of Service, without penalty or liability, at any time, for any or no reason, upon ten (10) days written notice to you. Notwithstanding the foregoing, we may terminate and/or suspend your registration or your use of the Platform immediately if you violate the terms and conditions of these Terms of Service. You may terminate these Terms of Service, without penalty or liability, at any time, for any or no reason, upon thirty (30) days written notice to us and the termination will take effect on the next billing anniversary date
  3. Effect of Termination. Upon termination of these Terms of Service: (i) all rights and licenses granted hereunder will immediately cease; (ii) you will immediately cease all use and access of the Site and/or the Platform; (iii) you shall immediately pay Validately all applicable fees due until the date of termination; and (iv) you will not be able to access your Test Results, unless you pay the applicable fees to Validately for access to your Test Results. YOU AGREE THAT VALIDATELY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE AND/OR THE PLATFORM IN ACCORDANCE WITH THESE TERMS OF SERVICE.

Copyright Complaints

If you believe the Platform contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Platform;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

To contact our Copyright Agent by regular mail, please write to:

Copyright Agent
Steven Cohn
Validately
32 West 39th Street
10th Floor
NY, NY 10018

To contact our Copyright Agent by email, please write to steven@validately.com, with COPYRIGHT NOTICE in the subject line.

Miscellaneous

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. Except for proceedings commenced by Validately 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.