UserLook Terms of Use
UserLook (“UserLook”) OWNS AND OPERATES THE WEBSITE LOCATED AT www.userlook.co and/or recorder.userlook.co —collectively called (“WEBSITE”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE (“USERS” “YOU”).
BY USING THIS WEBSITE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN PLEASE DO NOT USE THE UserLook WEBSITE OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY UserLook FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.
IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY PERMISSIONS AND AUTHORITY TO AGREE TO THESE TERMS OF USE AND TO BIND THE ENTITY TO ITS TERMS.
IN ORDER TO USE THE SERVICES, YOU MAY BE REQUIRED TO PROVIDE CERTAIN INFORMATION, INCLUDING PERSONAL INFORMATION. ALL PERSONAL INFORMATION YOU PROVIDE WILL BE TREATED IN ACCORDANCE WITH THE UserLook PRIVACY POLICY, THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT
1. The Service.
1-1. Overall Service.
UserLook and UserLook Recorder services allow companies and other entities and organizations (“Client”) to test their website and mobile applications, and any other Client property, (“Client Products”), and to receive consumer feedback on Client Products by: (i) creating one or more user testing studies on UserLook (“Tests”) (ii) receiving recordings from individuals (“Testers”) in the form of form of video & audio recordings on the Tests from Testers (“Tester Feedback”) (iii) managing Client’s Tests on the Website after registration—as defined in the section titled “Registration & Account” below.
1-2. Tester Feedback.
Testers can test and provide feedback on the Client's Products, by: (i) creating recordings of their experience testing the Client’s Products and services and (ii) uploading their feedback recording to the Website
1-3. Orders.
UserLook shall provide you a limited right to access and use the Website for the purposes of initiating and reviewing User Tests. Client orders ("Order(s)") include any Service that include Testing Contractors for which the Service and Website may accept payment from the Client for. Orders also shall include any signed statements of work. Collectively, recordings (audio and video) of User Tests and Services deliverables as solely obtained via Testing Contractors shall be referred to as (“Deliverables”). By completing an Order, you may initiate and review up to the number of User Tests that you designate in your Order within the subscription period specified in the Order (the "Order Term"). Upon completion of each User Test you initiate and review, UserLook will provide the Deliverables specified in your Order for that User Test. All Orders shall be deemed incorporated into these Terms and governed by the terms herein.
Collectively (1-1), (1-2) and (1-3) are the “Services” or “Service.”
2. Types of Testers.
Testers for the purpose of using the Service are defined in two ways:
2-1. Client User Testers.
The Client’s own user or consumer base through Client Products (“Client User Testers”). UserLook has no liability, connection or access to information about these individuals. However, UserLook may obtain basic information that is voluntarily submitted by Testers on the Website through any of Client’s Tests created on the Website. Clients have full control of requiring or not requiring any information they wish to collect through the Service. UserLook will securely store any such information in the same way it handles any other Client information voluntarily submitted to the Website for the purpose(s) of using the Service. See our Privacy Policy for more details about how we manage your information.
2-2. Testing Contractors.
A subset of Testers include ones selected in accordance with user direction ("Testing Contractors") to perform and record User Tests for the UserLook service. The Testing Contractors are neither employees nor agents of UserLook, but are independent service providers using the Website to provide services to you by participating in User Tests. UserLook disclaims liability for the acts or omissions by anyone who is not an employee of UserLook.
3. Pricing, Payment & Taxes.
3-1. Pricing and Payment Terms.
The rates and reimbursable expenses for access and use of the Website and the provision of the Services shall be as set forth in an Order. Additional charges will apply in the event that Client's usage of the Website or Services exceeds the baseline parameters set forth in the applicable Order. When UserLook invoices a Client for fees pursuant to an Order, Client shall pay to UserLook the full, undisputed amount of each Order within fifteen (15) days of receipt of the invoice ("Payment Period"). In the event that Client disputes an invoice, Client must notify UserLook within the Payment Period or the invoice shall be deemed undisputed. Overdue undisputed invoices that remain unpaid fifteen (15) days after receipt shall be grounds for UserLook to terminate Client's access to the Website or Services without refund of any fees paid. UserLook will not provide any refunds if Client does not initiate all of Client's designated User Tests before the end of the applicable Order Term. To initiate additional User Tests, Client must complete a new Order.
3-2. Taxes.
Amounts payable to UserLook under this Agreement are payable in full to UserLook without deduction and are net of taxes (including any sales, use, excise, ad valorem, property, withholding, value added tax, or other tax and any income tax withheld at source), tariff, duty or assessment levied or imposed by any government authority (including without limitation any country, state, city, county, province, department, or other subdivision of government) that may be applicable to the purchase of Software licenses or Services hereunder. Customer shall pay and shall indemnify and hold UserLook harmless from all such taxes and customs duties.
4. Registration & Account.
In order to access the Service as a Client you must be a registered user.
4-1. Client registration.
To obtain access to the Website or Services, you may be required to obtain an account with UserLook by completing a registration form and designating a user ID and password and thereby registering as a Client. When registering with UserLook you must: (a) provide true, accurate, current and complete information, and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. When you register as a Client, you must also affirm that you are authorized to represent any commercial entity or company. We will not be liable for any non-authorized persons registering as Clients (see Limitation of Liability below).
4-2. Client account access.
The Service offers Clients account access via a process of authentication. When a Client enters their email, if they are a registered user they will receive an email with a link and default password to access their account. Once the Client clicks on the emailed link they will be redirected to the secure Account. The Client may also change their password at any time.
5. Client User Tester Information.
5-1. Client User Tester Recordings.
Client User Testers gain access to the Client Website or Mobile property to Test via a link hosted by UserLook. In order to record the Client User Tester interactions with Client Products, the Services may require access to the microphone or screen on the Client User Tester’s device via their web browser or mobile device. Each time a Client User Tester participates in a Test for Client Products, the Tester must consent to the voice, screen and typing recorded by UserLook to be able to participate in the Test. All such consent is voluntary and may be terminated at any time by the Client User Tester by exiting or terminating the website link or application provided by UserLook for the sole purpose of providing Services the Client. UserLook will not be held responsible or liable in any way for any claims from a Client User Tester for any loss, damage, mishandling or unlawful use of information created by a Client User Tester.
5-2. Client User Tester Personal Information.
Certain Tester Feedback may include personal information that will be provided to Clients. And Testers understand and agree that UserLook cannot and does not monitor how Clients treat a Tester’s personal information, and shall not be responsible for any Client’s collection, use or disclosure of a Tester’s personal information. All Clients hereby represent, warrant and covenant to comply with all applicable laws governing the collection, use and disclosure of personal information. Testers should review the privacy policies of Clients prior to registering for a Subdomain, participating in a Test, or providing any Tester Feedback.
6. Intellectual Property.
6-1. UserLook Property.
UserLook Property. means any pre-existing intellectual property rights of UserLook that are utilized by UserLook in performance of its obligations under these Terms such as computer software, reports or methodologies. UserLook Property also includes any elements of Services, subject to your rights in your Confidential Information that are of general applicability to UserLook's business and provisions of services to other clients. UserLook Property will be the sole property of UserLook and, even if incorporated into a Deliverable, will not be deemed to be a Deliverable. UserLook Property shall be deemed to be UserLook's Confidential Information. UserLook hereby grants you an irrevocable, perpetual, worldwide, non-exclusive license to use the UserLook Property solely as incorporated in the Deliverables for your internal business purposes.
6-2. Client Property.
No Confidential Information obtained by UserLook from you shall become UserLook's property. All materials provided by you under any Orders shall be deemed (“Client Property”) for purposes of the Agreement. During the performance of UserLook's obligations under these Terms, and subject to UserLook's compliance with the terms of these Terms, you grant to UserLook a temporary, non-exclusive license to your Client Property solely as needed to perform UserLook's obligations in connection with these Terms; For avoidance of confusion, this license granted by you to UserLook for this purpose will expire upon the earlier of: (i) the time at which such license is no longer required by UserLook for the performance of its obligations to you, or (ii) termination of these Terms or the applicable Order. You also grant to UserLook an irrevocable, perpetual, worldwide, non-exclusive license to use the videos made by UserLook as part of your Client Property for the sole purpose of promoting the UserLook site; provided that, UserLook shall completely remove all identifying references to you before such use. No other licenses, express or implied, under any intellectual property rights are granted by you to UserLook under these Terms.
7. Deliverables.
UserLook agrees that to the extent that a Deliverable is subject to copyright: (a) every aspect thereof, other than UserLook Property that may be incorporated into the Deliverable, is a work made for hire. (as defined in the U.S. Copyright Act); (b) you shall be considered the author of the Deliverable for all purposes; and you shall be the owner of all of the rights comprised in the undivided copyright (and all renewals, extensions, and reversions thereof, and all rental rights) in and to Deliverable in perpetuity and throughout the universe. To the extent that any interest in any Deliverable may not be deemed a .work made for hire. under copyright law, UserLook hereby irrevocably assigns to you all right, title and interest in any and all rights of copyright (and all renewals, extensions, and reversions thereof) of the Deliverable other than UserLook Property. UserLook agrees that it will reasonably assist you in every appropriate way and at your cost with respect to your proprietary rights in the Deliverables.
8. Content.
All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website by viewers or users whether in forums or otherwise, including any Tester Feedback and Tester recordings (“Tester Content”, and collectively with all other content User Content”), is the sole responsibility of such viewers or users. This means that the viewer or User, and not UserLook, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. UserLook does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will UserLook be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
9. Confidentiality.
9.1 Confidential Information.
Each party ("Recipient") agrees to retain in confidence any 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"). Confidential Information shall not include any information that (a) is publicly known at the time of disclosure, (b) is received by Recipient without restriction from a third party, (.) 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) is required to be disclosed under a court order or pursuant to any governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, as permitted by law. Recipient shall use at least the same standard of care with the Discloser's Confidential Information as it does with its own Confidential Information, but in no even with less than reasonable care. Upon termination or expiration of these Terms, or upon Discloser's request, Recipient shall return or destroy all Confidential Information provided under these Terms. Each party acknowledges that breach of this provision would 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.
9.2 Return of Confidential Information.
Promptly after receipt of written request from the other party, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed.
9.3 Accepted Use.
Subject to the terms and conditions herein, you hereby acknowledge and agree that UserLook may compile aggregate results from all of, or a selection of, your use of the Site, provided that UserLook shall not disclose any information that would individually identify you. Such aggregate results shall be deemed to be UserLook's Confidential Information. You also hereby agree that UserLook may 1) use portions of the videos made for you to help promote the UserLook site, provided that, in such instance, UserLook will completely remove all identifying references to you and 2) review your individual use of the Site in order to provide Services to you, to evaluate UserLook's provision of Services, and to improve UserLook's service offerings.
9.4 Testing Contractors Non-Disclosure Agreement.
All Testing Contractors agree to terms that include confidentiality provisions. See Testing Contractors Terms of Use. that includes a provision that you are a third party beneficiary of such terms as necessary to enforce your rights. In addition, if requested by you as part of the Services, then UserLook shall facilitate the execution of a form non-disclosure agreement of your selection by each of the Testing Contractors before they perform Services for you.
10. Term & Termination.
10-1. General.
These Terms will apply commencing on the effective date of the first Order from you and will continue unless and until either party gives the other party written notice of termination. Upon notice of termination: (a) the parties will not enter into any additional Order under these Terms; and (b) each Order entered into prior to notice of termination will continue in full force and effect until completed, unless access to the Site or Service is terminated in accordance with Section 10-2 of these Terms.
10-2. Termination of Orders.
If either party defaults in the performance of any of its material obligations under any Order or these Terms, then the other party may terminate such Order by providing written notice of such termination (including, without limitation, a detailed description of the default and the action required to cure the default); provided, however, that such termination will not be effective if the defaulting party substantially cures the default within thirty (30) days after receipt of your notice of termination. Upon termination of any Order: (a) you will pay UserLook in accordance with Section 2 for access and use of the Site and Services performed in accordance with these Terms prior to the effective date of termination or thereafter as reasonably required for UserLook to wind up the Services under the terminated Order; and (b) UserLook will deliver to you all completed Deliverables and work in process.
10-3. Termination of Service.
UserLook may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or portions thereof including Subdomains. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with UserLook (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to UserLook), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Website may also include removal of some or all of the materials uploaded by You to the Website. You acknowledge and agree that all terminations may be made by UserLook in its sole discretion and that UserLook shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these terms of use by UserLook shall be in addition to any and all other rights and remedies that UserLook may have.
10-4 Survival.
Upon the termination of these Terms, the parties. respective rights and obligations in the following provisions shall survive: 3. ("Pricing, Payment & Taxes. "); 6 ("Intellectual Property"); 9. ("Confidentiality"); 10-4 ("Survival"); 11. ("Warranty Disclaimer"); 12. ("Limitation of Liability and Waiver of Consequential Damages") and 14.0 ("General Provisions"), together with all other provisions that may reasonably be construed to survive.
11. Warranty & Disclaimer
11-1 UserLook Warranties.
The Services provided by UserLook, if any, shall be provided in a professional and workmanlike manner. In the event of a breach of this warranty, then your sole remedy and UserLook's sole obligation shall be UserLook re-performing the Services. UserLook hereby represents and warrants that (a) UserLook has full power and authority to enter in the Agreement and these Terms will constitute a valid and binding obligation of UserLook; and (b) UserLook's execution of these Terms does not violate any other agreement to which UserLook is subject.
11-2. Your Warranties.
You hereby represent and warrant that (a) you have full power and authority to enter into the Agreement and these Terms will constitute valid and binding obligations; and (b) your execution of these Terms does not violate any other agreement to which you are subject.
11-3. Disclaimer of representations, warranties and conditions.
THE WEBSITE, SERVICE AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." UserLook SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. UserLook DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE, AND UserLook SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. UserLook WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
11-4 Other Disclaimers.
OTHER THAN AS SET FORTH HEREIN, UserLook EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE SITE, THE USER TESTS OR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USERTETSING PROVIDES THE SERVICES AND DELIVERABLES SOLELY FOR INFORMATIONAL PURPOSES TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS MADE BASED ON SUCH INFORMATION.
12. Limitation of liability and waiver of consequential damages.
12-1. Limitation of liability & waiver.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, LOST PROFITS, BUSINESS LOSS OR ANY INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC OR CONSEQUENTIAL DAMAGES WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UserLook’s AGGREGATE LIABILITY FOR DIRECT DAMAGES TO YOU UNDER THESE TERMS SHALL BE LIMITED TO THE CONSIDERATION PAID OR PAYABLE BY YOU TO UserLook FOR THE USE OF SITE OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UserLook SHALL HAVE NO LIABILITY FOR ANY DAMAGES THAT MAY RESULT FROM (I) YOUR USE OR INTERPRETATION OF THE SITE, THE SERVICES OR THE DELIVERABLES or (II) THE ACTS OR OMISSIONS OF THE TESTING CONTRACTORS. (III) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, UserLook APP OR THE SERVICE, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (V) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (VI) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, OR (VII) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF UserLook HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UserLook’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION),
12-2. Indemnification.
YOU SHALL INDEMNIFY AND HOLD UserLook AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.
13. Restrictions on User Content and Use of the Service.
UserLook reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames or Subdomains. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.
In using the Website and/or Service You shall not:
a. copy any content unless expressly permitted to do so herein;
b. upload, post, email, transmit or otherwise make available any material that:
i. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
ii. You do not have a right to make available under any law or under a contractual relationship;
iii. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
iv. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
v. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
vi. contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
c. impersonate any person or entity or misrepresent their affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
e. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
f. intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
g. collect or store personal data about other users or viewers;
h. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website; or
i. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
14. General Provisions.
14-1 Assignment.
Neither party may assign these Terms without the other party's prior written consent except in the event of a merger, acquisition, or sale of substantially all of the assigning party's assets. In no even shall the required written consent be unreasonably withheld. Any attempt to assign these Terms other than as permitted above will be null and void.
14-2 Notices.
By registering with UserLook, you understand that UserLook may send you communications or data regarding the Site and Services, including but not limited to (a) notices about your use of the Site or Services, including any notices concerning violations of use, (b) updates, and (.) promotional information and materials regarding UserLook's products and services, via electronic mail. UserLook may send you, in electronic form, information about the Service, additional information, and information the law requires UserLook to provide. UserLook may provide required information to you by email at the address you specified when you signed up for the Service. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Site or Service.
14-3 Governing Law
These Terms will be governed by and construed in accordance with the laws of the State of Oklahoma without regard to its conflicts of law principles. Any legal action or proceeding relating to these Terms shall be instituted in a state or federal court in Canadian County. Each party agrees to submit to the jurisdiction of Canadian County and agrees that venue is proper in, said courts.
14-4 No agency
The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. These Terms will not be construed to create or imply any partnership, agency, or joint venture. You hereby acknowledge and agree that the Testing Contractors are independent contractors of UserLook and, as such, UserLook does not control Testing Contractors.
14-5 Waiver
No failure or delay by any party in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as any waiver of any such right, power, or remedy.
14-6 Severability
If any provision of these Terms 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.
14-7 Force Majeure
UserLook 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.
14-8 Publicity
You hereby agree that UserLook may use your company's name and logo on UserLook's client lists both on UserLook's website and on marketing presentations.
14-9 Communication with Testing Contractors
You may only communicate with Testing Contractors through the UserLook.com platform, and may not contact Testing Contractors or request that Testing Contractors contact You through any other means. You may not solicit or hire any Testing Contractor to perform usability testing directly for You for a period of one year from the completion of any Study conducted on UserLook's platform with that Testing Contractor. Any such solicitation or hiring will be considered a material breach of these Terms and Conditions and may result in the termination of your UserLook account.
14-10. End User License.
Except for User Content and Tester Content this Website and the information and materials that it contains, are the property of UserLook and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, UserLook grants you a non-transferable, non-exclusive, license to use the Website for your use (the “License”). Nothing in the Terms gives you a right to use the UserLook or UserLook names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of these Terms.
14-11. Client Products, Links & Third-Party Websites.
This Website (including Subdomains, User Content and Tester Content) may embed or contain links to other websites that are not owned or controlled by UserLook. In no event shall any reference to any third party, third party product or service (including without limitation, Client Products, Subdomains and any other Client products or services not being tested through the Services) be construed as an approval or endorsement by UserLook of that third party, third party product or service. UserLook is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that UserLook endorses or accepts any responsibility for the content or use of such websites, and You hereby release UserLook from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.
While UserLook does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content. UserLook reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
14-12. Security.
Information sent or received over the Internet is generally unsecure and UserLook cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. UserLook will not be liable for any loss or damage arising from your failure to comply with these requirements.
14-13. Availability & Updates.
UserLook may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website and the Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. UserLook may periodically add or update the information and materials on this Website without notice.
15. Entire Agreement
These Terms of Use, together with any privacy policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Service and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by UserLook. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of UserLook to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by UserLook must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without UserLook’s prior written consent.
If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Website or the Service, please contact us at: userlookco@gmail.com
Last updated May 16,2018