Terms of Service – Clients
Please carefully read the following Terms of Service. These Terms of Service form a legally binding agreement between you and USERLYTICS Corporation, a company incorporated in Delaware with offices at 1200 Brickell Avenue, Suite 1950, Miami, Florida, 33131, USA (“USERLYTICS”, “we”, “OUR”) in relation to your use of the website www.userlytics.com, owned and operated by USERLYTICS (the “Website”) as well as any products, software and services provided to you by USERLYTICS™ on or from the Website, or directly for use within your own premises (collectively the “Services”). These Terms of Service apply to all users of the Website, any Userlytics Software (the “Software”) and the Services. This Agreement supersedes any prior Agreements between the parties.
By indicating your acceptance in the “I Agree” field, or by using the Software, the Website, and the Services, you are agreeing to abide and be bound by these Terms of Service. If you do not agree to these Terms of Service, please do not fill in the “I Agree” field and do not use the Website, Software or Services.
By registering as a client with USERLYTICS™ for the purpose of conducting customer experience optimization, user experience testing, usability testing, market research, or customer and user feedback, you understand that participants/testers may access the Test Sites or Test files or any type of digital asset or experience (“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 Software or the Content (defined below) 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 Software 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 or spy any system, data, or personal information.
If you choose to use the USERLYTICS™ Services, you agree to: (1) Provide accurate and complete registration information including an email address that is current and active; (2) Pay for the Services in accordance with the provisions of the Website or contract or agreement/proposal; and (3) You represent and warrant that the goals and tasks that you define will not ask testers provided by Userlytics 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.
- You agree that you will not require participants/testers to use personal sensitive information such as: address, credit card number, social security number, email address, driver license number, in real or simulated tests.
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 the Website or of the Software 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 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 and the Software. If you do not cease using this Website and the Services and the Software, 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 purchase a paid Subscription to the Services (a “Starter,” “Premium”, “Advanced” or “Unlimited” subscription), or a Pay as you go plan (“Quick & Easy”, “Enterprise” or “Custom” subscription) (“Plans”), or have purchased a plan previously offered by USERLYTICS™, you shall pay all fees, including for any additional Services purchased by you, as well as any taxes applicable to any such Service, Plan or Subscription, as published on the Website at http://www.userlytics.com and invoiced, upon signature of the agreement/proposal and upon receipt unless otherwise specified. Fees are payable via wire transfer or credit card. 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 to the Starter, Premium, Advanced, Unlimited or Enterprise plans are provided on a continuous service basis. This means that, subject to the terms of this Agreement, USERLYTICS™ will automatically renew your Subscription plan at the end of its term unless your Subscription plan is canceled at any time prior to the end of the then-current Subscription plan.
You will be charged a renewal rate equal to the rate for the Subscription plan that you have chosen, unless USERLYTICS™ has notified you of any new rate in advance. Renewal fees are invoiced on the date the renewal takes effect, unless otherwise stated. A cancellation of a Subscription plan requested by you will become effective on the date that the then-current Subscription plan period expires.
Custom subscription credits expire 6 months from the date of purchase. Enterprise credits expire 12 months from the date of the plan purchase or renewal. Additional credits purchased as part of an Enterprise plan shall expire along with said plan.
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..
In the event litigation becomes necessary to recover any invoices that were not paid in a timely manner, the losing side will pay all fees associated with the lawsuit, including all lawyer fees and retainers, and court costs. In addition, a late payment charge of 20% will be applied, on an annual basis, for any amounts, from the time when payment was due through to the date the payment is made.
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 acknowledge and agree 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.
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 or the Software (“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 Software or the Services, and does not guarantee the accuracy, integrity, or quality of such Content.
Notwithstanding the above, USERLYTICS™ acknowledges that you cannot control whether or not a tester/participant disregards your instructions and uploads Content that is prohibited under this Agreement, and as such you will not be liable under this Agreement for any such Content.
Notwithstanding the foregoing, USERLYTICS™ may review all Content, except in cases where Userlytics provides its Software for on-premises “behind the firewall” client use, and may block, modify, terminate access to, or remove any such reviewed 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.
All Content uploaded, posted, emailed, distributed, communicated, transmitted, or otherwise made available by You to the Website, Services and/or the Software, which includes but is not limited to test sites, test files, digital assets, or experiences, are the sole and exclusive property of You. Nothing in this Agreement shall be deemed to assign or transfer to Userlytics any rights to any such intellectual property. Any intellectual property or content that originates from or is developed by You shall remain the exclusive property of You.
USERLYTICS™ will purge Content from its databases 365 days after the end of your contractual relationship with Userlytics, unless otherwise agreed as part of a specific agreement/proposal or contract, or unless requested to do so earlier by you. USERLYTICS™ shall not be liable for any purging, deletion, or failure to retain any such Content. Purging timelines, based on Userlytics account types are listed here:
For yearlong Subscription clients, data will be purged from the USERLYTICS™ databases 365 days from the date of non-renewal, or earlier upon request by you.
For Custom Project clients, data will be purged from the USERLYTICS™ databases 365 days after the date of completion of the project, or earlier upon request by you.
For Quick & Easy clients, data will be purged from the USERLYTICS™ databases 365 days from purchasing the most recent set of Quick & Easy credits, or earlier upon request by you. 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.
We do not use the data for any purpose other than providing the service.
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 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 engage misuse the Website or the Services in an excessive manner, 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 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 not interfere with or disrupt the Website or the Software or the Services or servers or networks connected to the Website or the Software or the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website or the Software or the Services;
- Shall not attempt to damage, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Website or the Software 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) or any other sensitive information according to international privacy laws (such as GDPR) without USERLYTICS™’s prior written consent.
- Shall not make the video recordings or other data of participants supplied by Userlytics for Tests you ran using the Userlytics system publicly available, or send elements of these studies to third parties for them to make any data publicly available, and shall only use said video recordings and other data for market research, marketing conversion, usability and user experience testing and optimization, and related purposes, and shall not publish or make publicly available or allow 3rd parties to make publicly available said recordings and/or data, without the express written consent of Userlytics.
- 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 Software 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 Software or the Services, to such governmental authority in connection with any such investigation. Userlytics will notify you before responding to a request from a governmental authority that may implicate or involve your content.
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 Software 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 Software 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,
- Your contravention of any applicable law, including the CAN-SPAM Act of 2003.
You acknowledge that the market research participants and user experience and usability testers (“Testers”) that USERLYTICS™ provides to you as part of the Services are not employees or contractors of USERLYTICS™, and are not under its control, and are accessing any website or URL or mobile app or application or prototype you may direct them to, as part of the study or project you want them to undertake, remotely, in environments that USERLYTICS™ does not control and cannot supervise.
USERLYTICS™ does have confidentiality provisions in place between said market research participants and user experience and usability testers, as part of the Agreement they sign when they register with Userlytics for the purpose of being invited to participate in market research projects and usability and user experience tests, and USERLYTICS™ shall collaborate with you in any action that might be advisable in relation to any noncompliance with said Agreement, but USERLYTICS™ does not undertake any responsibility for the actions or omissions of said market research participants and user experience and usability testers and will be held fully harmless in relation to any acts or omissions by them.
We are not liable for the Testers. You can produce a separate agreement, unrelated to Userlytics, to limit disclosure and hold them liable for a breach. Testers are not our employees and therefore, we have no control over the Tester’s actions. You have the option to use your own Testers (i.e., market research participants or usability test participants) or be provided access to Testers who have signed up to receive test invitations from Userlytics.
This Agreement shall automatically become effective upon your first use of the Website or the Software or the Services and continue indefinitely until it is terminated.
USERLYTICS™ may cancel your Subscription (if you have one), or a Pay as you go plan (“Quick & Easy,” “Enterprise” or “Custom”) 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 Software and the Services, and you acknowledge 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 Software 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 Software 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 acknowledge 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 Software or any modification, suspension, or deletion of the Website.
You acknowledge and agree that the Website and the Software 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.
When using participants sourced from Userlytics, in an annual enterprise plan, if the target Persona criteria (demographic filters, customized screener questions, etc), imply that less than 5% of the population in the US, UK, Australia, Canada, France, Italy, Spain, or DACH (Germany, Austria, Switzerland) meet the criteria, Userlytics will attempt to fulfill the target on a “Best Efforts” basis and subsequently notify you if an additional effort is required in terms of extra incentives, additional platforms and recruitment, etc. as an optional professional service. In such case, you will be able to decide whether to accept any additional costs in the form of extra Panel Credits that may be required to complete the project or to lower the target criteria to bring the target to at least a 5% incidence rate or higher in the US, UK, or Australia, & Canada, France, Italy, Spain, or DACH (Germany, Austria, Switzerland).
YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN OR AVAILABLE THROUGH THE WEBSITE OR THE SOFTWARE OR THE SERVICES, INCLUDING INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE BY OTHER USERS OF THE WEBSITE OR THE SOFTWARE 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 SOFTWARE 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 SOFTWARE 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 SOFTWARE OR THE SERVICES, OR
- ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES CONTAINED IN OR AVAILABLE THROUGH THE WEBSITE OR THE SOFTWARE 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 SOFTWARE OR THE SERVICES OR IN RELIANCE UPON ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SOFTWARE 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 SOFTWARE OR THE SERVICES BY ANY THIRD PARTY.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR THE SOFTWARE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING THE WEBSITE AND THE SOFTWARE 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:
- THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), AND
- 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 SOFTWARE 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.
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 Software 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 Userlytics Software or any copyrighted material is strictly prohibited without the express written consent of Userlytics and/or the copyright owner or licensee.
USERLYTICS™ reserves all rights on the Website and the Software 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 Service are reserved. USERLYTICS™ has applied for the registration of the userlytics.com logo as European Community and International registered trademarks of USERLYTICS (together the “Trademarks”).
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.
Notice. 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 firstname.lastname@example.org.
Entire Agreement. This Agreement, and any additional specific terms included in the Userlytics Agreement/Proposal comprises the entire agreement between USERLYTICS™ and you relating to the Website and the Software and the Services.
Use of Terms. The use of the terms “includes” and “including”, and similar terms, shall be deemed not to limit what else might be included.
Governing Law and Arbitration Clause. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Delaware, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Delaware. The arbitrator(s) shall be selected by application of the Delaware Uniform Arbitration Act, or by mutual agreement of the parties. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.
Non-Assignability. 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.
Attorney Fees. In any dispute arising out of this Agreement, the substantially prevailing party shall be entitled to payment of its reasonable attorneys’ fees and costs.
Non-Waiver. 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.
Severability. 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: June 29, 2021