Userpeek Tester Terms of Service
Thank you for your interest in using the Userpeek Platform to provide feedback on the products, services, and other content of businesses from all over the world! Your opinion aids these firms in comprehending and empathizing with their clients and end-users. These terms govern your usage of and access to the Userpeek Platform. Userpeek Platform, as used above, refers to all platforms owned and controlled by Gravitech (“Userpeek”, “we”, “us” or “our”),contact address: GraviTech (“UserPeek”), 167 Madison Avenue, Ste 205 #174,
New York City, NY 10016 and its subsidiaries. Userpeek refers to Gravitech FZCO and its subsidiaries collectively for the purposes of this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT IN SECTION 6.4 THAT REQUIRES YOU AND USERPEEK TO ARBITRATE CLAIMS ON AN INDIVIDUAL BASIS, WITH LIMITED EXCEPTIONS.
By accepting these Terms of Service as specified below, you represent and warrant that you are at least 18 years old, that you have read, understood, and agree to the entire Agreement, and that you are of legal age in your jurisdiction.
If you are accepting this Agreement on behalf of a corporation or other legal entity, you additionally represent and warrant that you have the ability to bind that entity to this Agreement's provisions, and that you agree to this Agreement on behalf of that firm. In this instance, references to "you" relate to both you individually and the entity.
1.0 Overview of the Infrastructure
1.1 Platform and Tests
Userpeek has built a software platform (the "Platform") that allows Userpeek or its clients ("Clients") to set questions and tasks ("Tests") in order to gather feedback on any brand, design, content, or present or planned service. A "Tester" is a user of the Platform who participates in one or more Tests in accordance with the terms of this Agreement.
Customers can recruit their own Testers ("Private Testers") to take a Test on the Platform, if approved as part of their purchase, or they can request Userpeek to source Testers on their behalf.
Userpeek distributes Test invites from a Customer to Tester groups based on the Customer's test strategy. If you are assigned a Test, you will have the chance to accept it. You are not compelled to take a Test that has been aimed at you.
Each completed Test by a Tester must be recorded (an "Recording") and made accessible to the Customer on the Platform. The Recording of a Test you take may contain your voice, video, face, gestures, screen, text inputs, and device and screen interactions, among other things.
You may be eligible to earn compensation, a gift card, points, or other benefits ("Rewards") upon completion of a Test. In advance of each Test, you will be notified via the Platform or personally if the Test is eligible for a Reward.
You are responsible for assessing any tax liability associated with obtaining a Reward. If you are a Tester with U.S. tax obligations, Userpeek may need you to submit Form W-9.
On occasion, a Customer may propose to present you with a Reward for completing a Test that it created. If a Customer makes such an offer, you will receive the Reward directly from that Customer, and you understand and accept that Userpeek has no duty regarding such Reward.
Any Tester who engages in any of the Prohibited Activities listed below is ineligible for a Reward.
1.3 Your Tester Status and Relationship to Userpeek
As a Tester, you are a Platform user. Our Platform links you with Clients seeking Test Testers. As a Tester, you do market research as a participant. Userpeek does not employ you.
This Agreement shall not be considered to make you Userpeek's agent, employee, partner, legal representative, or joint venturer. There are no employment-related benefits available to you, and you are completely responsible for your taxes.
1.4 Third Party Beneficiary
Customers on whose behalf you perform Tests are a third-party beneficiary of this Agreement. To the extent that any act or omission on your part causes harm or responsibility to a Customer, that Customer may enforce any provision of this Agreement.
2.0 Collection of Data
2.1 Tester Data
Tester privacy is important to us. When you use the Platform, register to become a Tester, fill out questionnaires linked to specific Tests, or complete a Test, Userpeek will receive and collect information about you, which may include, but is not limited to, the following:
Personally identifiable information including your name, email address, and other identifying, contact, and account details.
demographic data including age, gender, education, work position, and interests
Other information that we may seek to aid the completion and analysis of Tests ("Tester Data" together).
You warrant that the Tester Data you supply to Userpeek will be accurate and comprehensive.
You understand and agree that each Test you take is captured in a Recording, which may include video or photographic recordings of your face, audio recordings of your voice, recordings of your screen, text inputs, recordings of interactions with your device, and recordings of interactions with your surroundings, provided that such information capture will only occur in conjunction with a Test.
You also acknowledge and agree that if the Test was generated by a Customer, Userpeek will supply the Customer with a copy of the Test Recording for the Customer's use.
2.3 Tester Content
Userpeek creates recordings of the Tests you take and may collect other information such as comments, recommendations, and ideas you post or submit to the Platform, whether in response to a Test prompt or not. This content, together with Recordings, is referred to as "Tester Content" in these Terms of Service.
You affirm and guarantee the following:
You are entirely responsible for acquiring any consents necessary by law to supply Tester Content pertaining to third parties, which you have secured.
Your Tester Content and Userpeek's use thereof in accordance with this Agreement and the Platform will not violate any law or infringe upon the rights of any third party.
Userpeek is not liable for any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise for exercising the rights to your Tester Content provided under this Agreement.
Your Tester Content and other information provided to us are, to the best of your knowledge, honest and accurate.
Please refer to our Privacy Statement for information on how your Tester Data and Tester Content may be used.
3.0 Ownership and Proprietary Rights
3.1 Allocation of Test Outcomes to Userpeek
In exchange for your use of the Platform and, where applicable, your receipt of a Reward, you hereby assign to Userpeek all right, title, and interest you have in and to all results of your Tests, including the Recording and your Tester Content (the "Test Results"), with the proviso that you waive any non-assignable moral rights. You undertake to take any reasonable action Userpeek requests, at Userpeek's expense, to evidence, perfect, gain, maintain, enforce, or defend such assigned rights.
You recognize and agree that Userpeek will supply the Customer with Test Recordings made by the Customer for the Customer's commercial purpose.
You realize and agree that Userpeek may publicly display or distribute any Recordings of Tests it creates. The Platform will clearly identify these Tests. You will not be offered the option to opt out of having a Recording of a Test you took shown or distributed publicly.
You may contribute comments or suggestions regarding the Platform or Tests ("Ideas"), including, but not limited to, ways to improve the Platform, Tests, or our other goods or services. By submitting any Idea, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction; (b) your disclosure will not place Userpeek under any fiduciary or other obligation; and (c) we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further recognize that Userpeek does not renounce any rights to exploit identical or comparable ideas already known to Userpeek, or produced by its employees, or received from sources other than you, by accepting your contribution.
3.2 Platform Utilization and Restricted License
You understand and agree that all content, designs, features, functionalities, components, and other parts of the Platform are the sole property of Userpeek or its licensees, and may be protected by intellectual property and other laws.
Userpeek grants you a personal, non-sublicensable, non-exclusive, non-transferable, freely revocable, limited license to use the Platform as permitted by the Platform's features solely for the purpose of conducting Tests on behalf of Userpeek and Customers, and in accordance with any documentation or instructions supplied by Userpeek or such Customers. Userpeek may terminate this license at any time, with or without cause.
Except as specifically specified in this Agreement, nothing given in connection with Tests shall be understood as conferring upon you a license under any of Userpeek's, Customers', or any other party's Intellectual Property Rights, whether by estoppel, implication, waiver, or any other means. Userpeek reserves all rights not explicitly granted in this document with respect to the Platform and any connected material.
"Intellectual Property Rights" means, for the purposes of this Agreement, all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisprudence.
4.0 Your Responsibilities
4.1 Confidential Material and Information
You will be exposed to both Customer Confidential Material and Information and Userpeek Confidential Material and Information when you visit the Platform.
"Customer Confidential Material and Information" refers to the Tests generated by a Customer, non-public information concerning a Customer's brand, design, content, or present or planned offering, as well as the fact that the Customer has requested a Test be completed on the Platform.
Userpeek Confidential Material and Information refers to any non-public material, designs, features, functionalities, and parts of the Platform, as well as the Test Results.
Customer Confidential Material and Information and Userpeek Confidential Material and Information are jointly referred to as "Confidential Material and Information" in these Terms of Service.
4.2 Your Confidentiality Obligations
You undertake not to divulge Confidential Material and Information to anybody other than Userpeek or the Customer who created the Test from which the Confidential Information was derived.
You agree not to utilize Confidential Material and Information for any purpose other than completing the Tests you've accepted and providing Userpeek with the Test Results.
Notwithstanding the above, you may disclose Confidential Material and Information if ordered to do so by a court of competent jurisdiction, other appropriate governmental body, or applicable law.
You agree and acknowledge that your breach or threatened breach of this provision may result in irreparable harm to Userpeek or a Customer, for which monetary damages would be insufficient, and that Userpeek or such Customer will therefore be entitled to seek injunctive relief to enforce the terms of this section.
A Customer, as a third-party beneficiary of this Agreement, may enforce these confidentiality requirements directly against you. In certain instances, a Customer may also need you to sign a separate non-disclosure agreement (“NDA”) with them directly.
4.3 Security and Passwords
You acknowledge that Userpeek takes precautions to protect your Tester Information, but that no Internet transmission or computer storage technology is 100% secure or error-free. You understand and accept that Userpeek is unable to guarantee the security of any information you supply and that you do so at your own risk. You are responsible for preserving the secrecy of any usernames and passwords linked with your account, as well as monitoring all activity related to your account. You agree to accept complete responsibility for any and all activities, acts, or omissions that occur under your account. If you become aware of any unauthorized use of your password or account, you must immediately contact Userpeek at the email address shown at the end of this Agreement.
4.4 Prohibited Activities
You may not engage in any of the following activities (each a "Prohibited Activity"):
Reveal or share the login details for your Userpeek account with any third party;
Register multiple accounts on the Service;
Supply deliberately incorrect information over the Platform;
Disguise your actual location using VPN or proxy software (or other technical means)
Utilize the Platform for anybody other than Userpeek or the Customer for whom you are doing a Test;
Sell, resell, license, sublicense, distribute, rent, or lease the Platform as part of a service bureau or outsourcing business.
Violate relevant laws or regulations or the Content Policy;
Interfere with or disrupt the Platform's integrity or functioning, or any data or information contained within;
Attempt to gain unauthorized access to the Platform or any of its associated systems or networks;
Duplicate any portion, feature, function, or user interface of the Platform;
Replicate or frame any portion of the Platform;
Access or utilize the Platform to develop a competing product or service, or to benchmark against another product;
Commit fraudulent, offensive, harassing, or unlawful activity on the Platform;
You may not replicate or capture screenshots/videos of any Test or portion of the Platform.
You may lose your eligibility to receive a Reward if you participate in any of the aforementioned Prohibited Activities. Userpeek may also suspend or cancel your access and license to the Platform if it deems that you have engaged in any Prohibited Activity.
You acknowledge and agree that Userpeek may monitor all Platform usage for security, operational, performance, and optimization purposes.
5.0 Additional Terms & Conditions
Userpeek retains the right to revoke your Platform access and license at any time and for any cause.
5.2 Non-U.S. Testers
5.4 Transfer of Certain Rights and General Release
In exchange for your use of the Platform and, where applicable, your receipt of a Reward, in addition to other good and valid consideration, the receipt and sufficiency of which you hereby acknowledge, you hereby grant to Userpeek, its legal representatives, assigns, agents, employees, and all third party beneficiaries to this Agreement (specifically including, but not limited to, the Customers for whom you perform Tests), and each of their respective heirs, an irrevocable, perpetual, worldwide license to use, reproduce Not limited to, the above shall include completed Tests and Test Results.
You release, discharge, and indemnify the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses, and proceedings of any kind, whether existing now or arising in the future, anywhere in the world.
You waive California Civil Code 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
5.5 No Endorsement
NO THIRD-PARTY ENDORSEMENT OR PARTICIPATION SHOULD BE INFERRED FROM ANY REFERENCE TO THAT THIRD-PARTY OR INCLUSION OF DATA RELATING TO THAT THIRD-PARTY IN CONNECTION WITH A TEST.
5.6 WARRANTY DISCLAIMER
The Platform and Tests are offered "AS IS" and may not operate on all machines or in all environments. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE
5.7 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES SHALL NOT IN ANY EVENT BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY (A) (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES' AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED $100 (U.S.) OR THE AMOUNT PAID OR PAYABLE TO YOU FOR YOUR COMPLETION OF THE TEST AND DELIVERY OF THE TEST RESULTS, WHICHEVER IS GREATER.
ADDITIONALLY, YOU AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless the Released Parties and their employees, suppliers and licensors, clients, and their respective officers, directors, employees, agents, subsidiaries and affiliates, from and against any third-party claim, demand, liability, loss, damage, cost or expense (including reasonable legal and accounting fees) arising out of or relating to your failure to comply with this Agreement, or your violation of any applicable law or regulation. The Released Parties will give you with immediate notice of any such claim, demand, responsibility, loss, damage, cost, or expenditure.
5.9 External Links and Information
Userpeek's policy is to react to claimed infringement notifications that conform with the Digital Millennium Copyright Act of 1998 ("DMCA"), as we respect the rights of artists and content owners.
If you suspect that your copyrighted work has been duplicated in a manner that constitutes copyright infringement and is available via the Platform, you must inform Userpeek's copyright agent in accordance with the DMCA. For your DMCA complaint to be legitimate, you must submit the following information in writing:
A digital or physical signature of an authorized representative of the copyright owner;
Identification of the copyrighted work allegedly infringed upon;
Identification of the allegedly illegal content as well as its location on the Platform;
Information sufficiently necessary to allow Userpeek to reach you, including your address, telephone number, and email address;
A declaration that you have a good faith conviction that the item is being used infringingly without authorization from the copyright holder, its agent, or the law; and
A statement made under penalty of perjury that the above information is accurate and that you are the owner of the copyright or authorized to act on the owner's behalf.
The aforementioned information must be sent to the DMCA Agent contact listed below:
UNDER FEDERAL LAW, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING FINANCIAL DAMAGES, COURT COSTS, AND ATTORNEYS' FEES, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL INFRINGES.
Please note that this approach is intended solely for reporting Userpeek and its affiliates that your intellectual property rights have been violated. The aforementioned conditions are meant to conform with Userpeek's rights and duties under the DMCA, including 17 U.S.C. 512(c), but do not represent legal advice. Consult an attorney on your rights and responsibilities under the DMCA and other applicable laws.
In compliance with the DMCA and other applicable laws, Userpeek has implemented a policy of dismissing Testers who are found to be repeat infringers, as necessary. Userpeek may also, at its sole discretion, restrict access to the Platform and/or delete the accounts of Testers who infringe the Intellectual Property Rights of third parties, regardless of whether the violation was repeated.
6.1 Entire Agreement
This Agreement is the entire agreement between you and Userpeek with respect to the subject matter hereof, and supersedes all earlier agreements, oral or written, between you and Userpeek with respect to your participation as a Tester.
6.2 Modifications to this Agreement
Userpeek has the right to cease the Platform or any Test at any time, or to make other alterations to the Platform and Services at any time, without notice and without obligation to you.
6.3 Waiver, Severability, and Non-Assignment
Userpeek's omission to assert or enforce any legal right or remedy or term of this Agreement (or which Userpeek is entitled to under any applicable legislation) does not constitute a waiver of those rights, remedies, or provisions. If any provision of this Agreement is determined to be invalid or unenforceable by a court, arbitrator, or other tribunal of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement remain in full force and effect. You may not assign or delegate any of your rights or duties under this Agreement, and any effort to do so is null and void. Userpeek may assign or subcontract any rights and duties under this Agreement, in whole or in part, without restriction.
6.4 Conflict Resolution; Mutual Arbitration Agreement with Waiver of Class Action
If you have a disagreement with Userpeek, please contact us at email@example.com so we can endeavor to address the matter.
This section contains an arbitration clause that, with certain exceptions, compels you and Userpeek to submit disputes and claims to individual, binding and final arbitration. It impacts your legal rights, so please read it carefully.
You and Userpeek forego your respective rights to litigate all disputes or claims covered by this arbitration agreement in a court of law and instead agree to settle such disputes and claims through individual, binding arbitration.
You and Userpeek agree to arbitrate to the fullest extent permitted by applicable law any and all disputes, demands, claims, or controversies (collectively, "claim" or "claims") relating to, arising out of, or concerning this Agreement, your participation on the Platform, Tests, or your relationship with Userpeek, including claims by Userpeek, claims against Userpeek, and claims against any current or former parent, affiliate, subsidiary, successor or predecessor of Userpeek This includes, but is not limited to, claims of discrimination, harassment, retaliation, breach of contract, wrongful termination and unfair competition, worker misclassification claims, compensation claims, wage and hour claims, tort claims, common law claims, and claims based on any federal, state, or local ordinance, statute, regulation, or constitutional provision to the maximum extent permitted by applicable law. Customers are a third-party beneficiary of this arbitration clause.
You and Userpeek agree that nothing in this arbitration agreement prohibits either party from seeking and obtaining temporary or preliminary injunctive relief in court to prevent irreparable harm to their confidential information or trade secrets pending the conclusion of any arbitration.
This arbitration agreement is inapplicable to claims specifically prohibited from arbitration by a controlling legislation that is not preempted by the Federal Arbitration Act. This arbitration agreement does not restrict or prohibit you from speaking with, filing an administrative charge or claim with, presenting testimony to, or getting relief via a government agency procedure over any actual or prospective violation of law.
You and Userpeek agree, to the maximum extent possible by applicable law, that all claims will be addressed on an individual basis alone, and not in a class, collective, or representative action on behalf of other persons ("Class Waiver"). Only a court may rule on any allegation that the Class Waiver is unlawful, unenforceable, unconscionable, null, or voidable in whole or in part. Claims on behalf of a class, a group, or a representative cannot be arbitrated in any circumstance.
The parties agree that the arbitration will be conducted by a single neutral arbitrator through JAMS in accordance with the Streamlined Arbitration Rules & Procedures, or other applicable JAMS rules as agreed by the parties or directed by the arbitrator, which can be reviewed at http://www.jamsadr.com. You or Userpeek must file a demand for arbitration to JAMS to begin an arbitration. Except for the Class Waiver, the arbitrator determines arbitrability, which includes issues regarding the formulation, extent, application, enforceability, and validity of the arbitration agreement. In resolving the claims at issue, the arbitrator must use the appropriate substantive law. Claims will be controlled by their respective statutes of limitations, and failing to demand arbitration within the allotted time frame will prohibit the claims as required by law. You and Userpeek acknowledge and agree that the arbitrator's judgment or award shall be final and binding on the parties.
You and Userpeek acknowledge and agree that, to the extent appropriate, the arbitration of disputes subject to this arbitration agreement will take the place of a court or jury trial. The parties acknowledge and agree that they are expressly renouncing any and all rights to a trial before a judge or jury for any claims they have now or may have in the future that are subject to arbitration under the terms of this arbitration agreement.
The Federal Arbitration Act governs the enforceability and terms of this arbitration agreement. If any element of this arbitration agreement is determined to be defective or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect. This arbitration agreement shall outlast the parties' relationship termination.
You consent to receive email or telephone communications from Userpeek regarding this Agreement, Tests, security, privacy, and administrative matters. If Userpeek becomes aware of a security system's breach, it may seek to notify you electronically by publishing a notice on the Site, sending you an email, or by any other method for which you have supplied contact information. You may have the legal right to obtain a written notification of violation. To get free written notification of a security breach or to withdraw your agreement to receive electronic notice, please contact us using the details provided at the end of this Agreement.
Questions and Comments
Send questions, comments, and requests regarding this Agreement to firstname.lastname@example.org.
167 Madison Avenue
Ste 205 #174
New York City, NY 10016
Last modified: 18 October 2022