RefineAI Terms and Conditions
This were updated on April 1, 2018.
This Agreement (the “Terms”) contains the exclusive terms and conditions between you and RefineAI, Inc., (“RefineAI”), and it governs your participation in user experience and usability studies (the “User Tests”). By indicating your acceptance in the “I Agree” field, you represent and warrant that you are 18 years of age or older and agree to abide by and to be bound by this Agreement. If you cannot or do not agree to all of the terms of this Agreement or if you are younger than 18 years old, you may not act as a Tester for RefineAI. This User Testing Agreement may be updated from time to time. Your continued use of the Services constitutes your acceptance of the updated policies.
1) 1.0 OVERVIEW
a) 1.1 Platform and Usability TestingConsumer Acceptance Testing
RefineAI has developed a software platform and service (the “Platform”) that enables content generators ("Customers”) to run RefineAI clients to run User Tests and testers (“Testers”) to perform and record tests. The Platform, which includes RefineAI’s Screen Recorder, User Tests, website, and mobile services, which may be made accessible through RefineAI’s website or through another party via application programming interfaces, matches Testers to clientsCustomers who want an website, advertisement, animation, videoo, website search process, software, software prototype, physical product, consumer good or other element (the “ElementsContent”) remotely analyzed via the Internet or in home User Tests by Testers (“Usability TestingConsumer Acceptance Testing”). Together, the Platform, User Tests, ElementsContent, and all related materials and information are referred to as “Proprietary Information.” You agree to the Tester obligations as fully set forth in the complete sections referenced below, each of which is a material condition precedent to your participation as a Tester:
· You will use and maintain the confidence of all Proprietary Information only as permitted by this Agreement; (see Use of and Limited License to Proprietary Information)
· You will provide us accurate information; and, (see Tester Information)
· You will maintain certain equipment and accounts. (see Tester Requirements)
· You will not communicate directly with clients (see Client Communications)
· You will maintain the confidence of all Proprietary Information you received during the course of your activities as a Tester (see Confidentiality and Security and Passwords)
b) 1.2 Independent Contractor Status
You are acting as an independent contractor for RefineAI. Nothing in this Agreement will be construed to make you an agent, employee or legal representative of RefineAI. You will not be entitled to any benefits and you are solely responsible for your taxes.
c) 1.3 Third-Party Beneficiary
RefineAI’s clientsCustomers for whom you are conducting Usability TestingConsumer Acceptance Testing shall be considered third party beneficiaries of this Agreement to the extent that any act or omission by you causes any damage or liability to any such clientCustomer, and such clientCustomer shall have the right to enforce any provision of this Agreement.
2) 2.0 OWNERSHIP AND PROPRIETARY RIGHTS
a) 2.1 Proprietary Information
You acknowledge that in performing Usability TestingConsumer Acceptance Testing or otherwise performing your duties under this Agreement, you will be granted access to or may obtain, learn, or develop Proprietary Information, including but not limited to the Platform, ElementContent(s), the existence of an Element, User Tests, results of your Usability TestingConsumer Acceptance Testing, text, software, scripts, code, designs, ideas, graphics, photos, sounds, music, videos, applications, interactive features, software, technology, know-how, algorithms, processes, testing procedures, structure, interfaces, specifications, documentation, inventions (whether patentable or not), patents, copyrights, trademarks, trade dress, service marks, and other intellectual property, as well as technical, business, product, marketing, and financial information, products, and data. You acknowledge and agree that Proprietary Information may be protected by applicable intellectual property and other laws.
b) Ownership of Proprietary Information. RefineAI shall solely own all right, title, and interest in and to all results of your Usability TestingConsumer Acceptance Testing , including all video and audio recordings you create, conclusions, suggestions, comments, and any related reports made by you or in connection with your Usability Testing under this Agreement (“Testing Results”). You hereby assign to RefineAI, for no additional consideration, any invention, work of authorship, mask work, idea, process, or know-how (whether patentable or not) that is conceived, learned, or reduced to practice in the course of performance under this Agreement and sole ownership of any related patent rights, copyrights (including moral rights, provided that non-assignable moral rights are waived), trade secret rights, mask work rights, and other rights. You agree to take any action reasonably requested by RefineAI, at RefineAI’s expense, to evidence, perfect, obtain, maintain, enforce, or defend such rights. Except as expressly provided in this Agreement, nothing provided in connection with Usability TestingConsumer Acceptance Testing shall be construed as conferring any license under any of RefineAI, its clientsCustomers’, or any other party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise.
c) Use of and Limited License to Proprietary Information. Subject to the provisions of this Agreement, RefineAI grants to you a personal, nonsublicensable, nonexclusive license to use Proprietary Information solely to conduct Usability TestingConsumer Acceptance Testing on behalf of RefineAI and its clientsCustomers, and in accordance with any documentation or instructions supplied by RefineAI. Any underlying software, information, or ElementsContent obtained by you in connection with Usability TestingConsumer Acceptance Testing are deemed to be a part of Proprietary Information and are subject to all the disclaimers, limitations, and restrictions in this Agreement relating to Proprietary Information. You agree to use Proprietary Information only in the ordinary course of testing, and you will not to reproduce or modify the Proprietary Information in whole or in part. or any underlying ideas, technology, related software, or portion thereof. You agree that you will not rent, sell, lease, or otherwise transfer or allow access to Proprietary Information or any part thereof or use such Proprietary Information for the benefit of a third party. You agree that you will not reverse engineer, disassemble, decompile, translate, adapt, or disassemble any software related to Proprietary Information, or otherwise attempt to discover any such software source code or underlying Proprietary Information. You agree that you will not remove or export any Proprietary Information or any portion or direct product thereof from the United States or the country in which you have agreed to perform Usability Testing.
3) TESTER OBLIGATIONS
a) Confidentiality. Any Proprietary Information related to Usability TestingConsumer Acceptance Testing is extremely confidential. By consenting to this Agreement, you agree to protect and to hold confidential any Proprietary Information providedmade accessible through, used, or arising in connection with Usability TestingConsumer Acceptance Testing. You agree that you shall not use or disclose (except as expressly authorized by this Agreement) Proprietary Information, unless such Proprietary Information becomes part of the public domain. RefineAI clients are third-party beneficiaries to this Agreement, which means that they may enforce these confidentiality obligations against you directly. In some cases, RefineAI clients may also require that you sign a Non-Disclosure Agreement directly with them. Without limiting these obligations, you specifically agree to keep in absolute confidence and not to disclose or discuss with anyone, even family members :
any information about the Usability Testing that you provide
any information regarding any ElementsContent which you are testing, have tested, or will test, including the fact that such an ElementContent exists.
any information about any RefineAI client
a) Tester Information
When you register with RefineAI to become a Tester or fill out questionnaires related to specific Usability TestingConsumer Acceptance Testing projects, all information, including any personal information, you disclose during a Consumer Acceptance Test is completely voluntary. Yyou will be asked to provide information about yourself, which may include:
· personally identifiable information such as your name, email address or other contact information, and PayPal account information
· demographic information such as age, gender, education, employment status and hobbies
· other information that we may request to facilitate Usability TestingConsumer Acceptance Testing (collectively, “Tester Information”)
You represent that the Tester Information that you provide to RefineAI will be accurate and complete. You agree to promptly provide RefineAI with any applicable updates to the Tester Information. You agree that you will not allow anyone else to use your account and that you are liable for any actions through use of your account. You hereby give RefineAI permission to share your Tester Information as follows:
· With the clientsCustomers for whom you are a Tester or a candidate to be a Tester as necessary for those clientsCustomers to receive the full benefit of Usability TestingConsumer Acceptance Testing. For example, RefineAI does not provide your personally identifiable information to RefineAI clients unless provision of that information is necessary for a particular User Test.
· With vendors and service providers retained in connection with the provision of RefineAI services.
· To an acquirer or merged entity as a result of an acquisition by or merger by RefineAI with a third party.
· As we believe in good faith to be appropriate: (i) under applicable law, including laws outside your country of residence; (ii) to comply with legal process; (iii) to respond to requests from public and government authorities; (iv) to enforce this Agreement; and (v) to protect the rights, privacy, safety, operations, or property of RefineAI, our clientsCustomers, you, or others.
For more information on how your Tester Information may be used, please see the Privacy FAQs attached to this Agreement.
3.3 Public Accessibility of “Peek” Tests
As part of being a Tester, you will have the opportunity to perform and record shorter User Tests with a fewer number of limited tasks (“Peek Tests”). Each Peek Test will be clearly identified on the Platform. RefineAI may make Peek Tests accessible through a public library or through other means on the Internet. You acknowledge and agree that in performing Usability Testing as part of any Peek Test, that the applicable Peek Test, including all video and audio recordings, conclusions, suggestions, comments, and any related reports made by you in connection with such Peek Tests, shall be publicly accessible.
b) Tester Requirements
You are responsible for providing and having access to all of the following equipment needed to conduct Usability TestingConsumer Acceptance Testing:
· A valid or verified email address.
· A secure, high speed internet connection.
· A personal, non-commercial device such as a computer, mobile phone, or tablet, that satisfies these requirements:
· For computers: a personal, non-commercial laptop or desktop computer with a video camera affixed to enable recording.
· For mobile phones or tablets: A mobile phone or tablet device with a video camera affixed to enable recording.
· A valid email address.
· A well-lit, distraction free environment to perform the User Tests.
· A valid PayPal account for payment processing.
c) Usability TestConsumer Acceptance Test Recordings and Device Access
You agree that RefineAI may collect video or photographic recordings of your face, audio recordings of your voice, and all other data from the testing environment that may be picked up during a recording, and may access the device on which you download the Screen Recorder to capture screen recordings of your actions during User Tests. Specifically, you agree that, in connection with Usability TestingConsumer Acceptance Testing, RefineAI may:
· Record your facial expressions through the use of a webcam or in-device camera.
· Record your voice to capture oral feedback.
· Record your computer screen actions, screen shots, clicks, navigational data and voice as you perform tasks on selected ElementsContent.
· Record your answers to a series of questions on various topics such as design, content, user-friendliness, as well as offer ratings and suggestions on these areas.
· Record your written commentary and suggestions.
· Record the entire Usability TestingConsumer Acceptance Testing session and provide it to RefineAI’s clientCustomer.
· Record any other sights or sounds that arise during a Usability TestConsumer Acceptance Test and are captured by your device camera or microphone.
In the event that any other person’s likeness or voice is recorded during a Usability TestConsumer Acceptance Test, you represent and warrant that you will obtain any necessary consents to share the Usability TestingConsumer Acceptance Testing recording with RefineAI and its clientsCustomers. You agree that RefineAI may share any Usability TestConsumer Acceptance Test recordings with its clientsCustomers.
d) Device Information
You agree that, in addition to collecting device recordings of Usability TestingConsumer Acceptance Testing, RefineAI may collect other information about the device(s) you use for Usability TestingConsumer Acceptance Testing, including but not limited to device identifiers, IP address, location information, usage information, operating system, service provider, software or app content. In order to collect this information, RefineAI may serve cookies or related technologies to your device. For more information, please see the our Privacy FAQs,Policy, which are is expressly incorporated into this Agreement by reference.
e) Anonymous Information
RefineAI may extract anonymous statistics and otherwise aggregate or de-identify information from User Tests and written reports you create and use such information for any purpose. RefineAI may post on its Site audio and video content that you provide while performing Usability Testing services, provided that RefineAI will not post your full name or other personally identifiable information. RefineAI will take reasonable precautions to limit use of such information to viewing only. However, you acknowledge that third parties may develop means by which they can circumvent such precautions and download such audio and video content. In such case, RefineAI shall not be liable for such third party downloading.
3.9 Other Sensitive Information
Some RefineAI clients may want to test Elements that require you to share additional personally identifiable information or sensitive information in order to properly perform Usability Testing. For such User Tests, RefineAI or the client will seek your explicit consent before collecting or sharing such information.
f) Purchase or Sale of Client Securities
You agree not to purchase or sell stock in any of the RefineAI clientsCustomers for whom you’ve performed Usability TestingConsumer Acceptance Testing. You may be privy to material, non-public information that would make it illegal for you to purchase or sell stock in such clientsCustomers.
g) Access to Testing and Other Information
Unless RefineAI agrees in writing:
· You may not copy or record any Proprietary Information.
· You may not copy or take screenshots/videos of the ElementsContent, the RefineAI Screen Recorder, and/or disclose such Proprietary Information to other Testers or third parties in any manner.
· If a Usability TestConsumer Acceptance Test requires you to download an ElementContent onto your device, you will promptly delete such ElementContent after completion of the Usability TestConsumer Acceptance Test.
· If a Usability TestConsumer Acceptance Test provides you with access to a password-protected website or non-public website, you will not access such website after completion of that Usability TestConsumer Acceptance Test.
4) Security and Passwords
You understand that RefineAI takes steps to ensure that your Tester Information is treated securely, but no Internet transmission or method of electronic storage is 100% secure or error free. You acknowledge and agree that RefineAI cannot guarantee the security of any information provided by you and that you provide information at your own risk. You are responsible for maintaining the confidentiality of any usernames or passwords associated with any account that you use for Usability TestingConsumer Acceptance Testing and for monitoring all activity under your account. You may not disclose or share your username or password with any third parties or use them for any unauthorized purpose. You will be responsible for all activities, acts, or omissions that occur under your account, and you agree to assume full responsibility for any such activities, acts, or omissions. If you become aware of any unauthorized use of your password or your account, you agree to notify RefineAI immediately at the email address provided at the end of this Agreement.
5) REFINEAI OBLIGATIONS
a) Payments. Unless you are a Private Tester, RefineAI will pay you the agreed-upon fees through PayPal within 7 days after completion of the applicable Usability TestConsumer Acceptance Test. Any payment transactions will be encrypted using SSL technology. You acknowledge and agree to the following requirements and additional information.
· All payments will be made in the currency of your country.
· Applicable PayPal fees for certain transactions may be deducted by PayPal from your total payment. Please contact PayPal for more information.
· As a Tester, you are an independent contractor and responsible for determining any tax liabilities incurred from payments received from RefineAI.
· As a Tester with U.S. tax obligations, you may be required to provide RefineAI with W-9 information.
b) Right to Deny Payment. RefineAI reserves the right in its sole discretion to deny payment to any Tester for good cause, which may include the following reasons:
· Incorrect and/or misleading profile information
· Poor set-up for purposes of conducting the User Tests (e.g., background noise, no audio, poor sound quality, blocked webcam)
· Duplicate accounts
· Substandard or incomplete testing as determined by RefineAI and/or its clientsCustomers at their sole discretion (for example, failure to complete all required tasks, or not speaking thoughts aloud during tests)
· User Tests that are not performed in compliance with all clientCustomer requirements
· If you contact a client outside of the Platform or allow a client to contact you outside of the Platform without RefineAI’s written permission, other than for a legitimate, independent commercial relationship
· Usability TestingConsumer Acceptance Testing conducted after the expiration of the testing period as set by RefineAI and/or its clientscustomers.
If you are a Private Tester, then you shall be paid directly by the RefineAI client who hired you, and you acknowledge and agree that RefineAI has no obligation to pay you for your services.
6) Termination
RefineAI reserves the right to immediately terminate this Agreement, your account, and/or access to any Proprietary Information, under certain circumstances and without prior notice. Upon termination, the rights and licenses granted to you by this Agreement shall terminate and you must immediately return anything you have obtained in connection with Usability TestingConsumer Acceptance Testing, together with any and all documents, notes, and other materials related to Usability TestingConsumer Acceptance Testing, including without limitation all Proprietary Information and all copies and extracts thereof. All other terms of this Agreement will otherwise remain in effect. Cause for such termination includes but is not limited to:
· Real or suspected breaches or violations of this Agreement, other incorporated agreements, Usability TestingConsumer Acceptance Testing instructions, and/or additional terms.
· Requests by law enforcement or other government agencies.
· A request by you (self-initiated account deletion).
· Discontinuance or material modification to the RefineAI services or any portion thereof.
· Unexpected technical or security issues or problems.
· Extended periods of inactivity.
Termination of this Agreement or your account may include removal of access to all Usability TestingConsumer Acceptance Testing resources or Proprietary Information, deletion of information associated with or inside your account, and barring of further participation in Usability TestingConsumer Acceptance Testing. Further, you agree that all terminations for cause will be made in RefineAI’s sole discretion and that RefineAI is not liable to you or any third party for any termination of this Agreement or your account.
7) OTHER TERMS AND CONDITIONS
a) International Testers. We control and operate the Usability TestingConsumer Acceptance Testing services from our offices within the United States of America. We do not make any representation that any Proprietary Information related to Usability TestingConsumer Acceptance Testing or other content from RefineAI or RefineAI clientsCustomers are appropriate or available for use in other locations, and access to them from territories where such content or use of such Proprietary Information or participation in Usability TestingConsumer Acceptance Testing is illegal is prohibited. If you enroll as a Tester from locations outside of the United States, you do so on your own initiative and at your own risk and are responsible for compliance with applicable local laws.
b) Assignment of Certain Rights and General Release. As provided in Section 2.2 above, youYou agree to assign and hereby assign any and all rights in and to Test Results for no additional consideration. In exchange for good and valuable consideration in the form of payments made by RefineAI to you as provided in Section 4.1 of this Agreement, in addition to other good and valid consideration, the receipt and sufficiency of which you hereby acknowledge, you grant to RefineAI, its legal representatives, assigns, agents, employees, and all third party beneficiaries to this Agreement (specifically including, but not limited to, the RefineAI clientCustomer(s) for whom you perform Usability TestingConsumer Acceptance Testing), and each of their respective heirs, successors and assigns (collectively, the “Released Parties”), the unrestricted permission to copyright, exhibit, distribute, publicly perform and display, broadcast, publish, and otherwise use and exploit pictures, videos or digital audio recordings of you obtained in connection with Usability TestingConsumer Acceptance Testing and all digital information pertaining to such, in still, single, multiple, moving or video format, or in which you may be included in whole or in part, or composite, or distorted in form, or in reproductions thereof, in color or otherwise, in any and all media, whether now existing or hereafter invented for advertising, marketing, promotion or any other lawful purpose. You waive any rights, claims or interest you may have to control the use of your persona, image, likeness and sound obtained in connection with Usability TestingConsumer Acceptance Testing in whatever media used for the above-referenced purposes and irrevocably release, discharge and hold harmless the Released Parties from any and all claims, demands, suits, causes of action, damages, costs, losses, expenses and proceedings of any kind whatsoever, whether existing now or arising in the future, anywhere in the universe, that relate in any way whatsoever to the activities contemplated in this Section 5.2 and/or the Released Parties’ exercise of the rights granted herein. Without limiting the foregoing, to the extent applicable to the subject matter of this Agreement, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
c) Other Rights. All rights not expressly granted by RefineAI in this Agreement are reserved.
d) WARRANTY DISCLAIMER. The parties acknowledge and agree that the ElementsContent and Usability TestingConsumer Acceptance Testing are experimental in nature and that any and all Proprietary Information, including the Platform, ElementsContent, and any other software or content provided by RefineAI, a clientCustomer, or a third party in connection with Usability TestingConsumer Acceptance Testing, is provided “AS IS” and may not be functional on any machine or in any environment. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, 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 OF PERFORMANCE FOR THE PLATFORM, USABILITY TESTINGCONSUMER ACCEPTANCE TESTING, ELEMENTSCONTENT AND ANY OTHER INTERACTION THAT YOU MAY HAVE WITH THE RELEASED PARTIES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PLATFORM OR USABILITY TESTINGCONSUMER ACCEPTANCE TESTING IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
e) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUES, LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTENGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES’ AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE LESSER OF ONE THOUSAND DOLLARS ($1000) OR THE AMOUNT PAID OR PAYABLE TO YOU FOR PROVISION OF THE USABILITY TESTINGCONSUMER ACCEPTANCE TESTING SERVICES.
YOU FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
f) NO ENDORSEMENT OF OR PARTICIPATION BY ANY THIRD PARTY SHOULD BE INFERRED DUE TO ANY REFERENCE TO THAT THIRD PARTY OR INCLUSION OF DATA RELATING TO THAT THIRD PARTY IN CONNECTION WITH A USABILITY TEIndemnification. You agree to defend, indemnify, and hold harmless the Released Parties and their employees, suppliers and licensors, clientsCustomers, 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 without limitation reasonable legal and accounting fees) arising out of or related to: (A) your participation in Usability TestingConsumer Acceptance Testing; (B) your use of any Proprietary Information provided or obtained in connection with Usability TestingConsumer Acceptance Testing; (C) your failure to comply with this Agreement, including, without limitation, your disclosure of any Proprietary Information that is provided to you; (D) your infringement, violation, or misappropriation of any third party rights; or (E) any violation of applicable laws or regulations. The Released Parties shall promptly provide notice to you of any such claim, demand, liability, loss, damage, cost or expense
1.0 5.4 No Endorsement
5.8 BASIS OF BARGAIN
g) EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENTAcknowledgement and Acceptance of Use of Personally Identifiable Information for Tester’s residing in the EEA and other Regions. By agreeing to these terms you acknowledge and agree that we may use, store and process personally identifiable information (or “Personal Data”) which you provide to RefineAI, including (i) full name, (ii) email, (iii) physical address, (iv) phone number, and other related information that may be collected as part of a User Test or for the purpose of RefineAI Services to RefineAI’s customers (the “Agreed Purpose”). You also agree that, as a data controller of your, the data subject’s, Personal Data, we may process and transfer personally identifiable Information to our data centers in strategic locations (including, but not limited to, the United States, Singapore and Ireland) to support RefineAI’s customers in those regions and in other jurisdictions outside of the European Economic Area (“EEA”), which may have different data protection standards to those protected in the EEA, in connection with the Agreed Purpose, in order to enhance the responsiveness of the Service we provide and allowed for improved access and uptime to RefineAI’s customers. Save in connection with the provision of services to you or as required in order to comply with applicable law, Personal Data which you provide to us will be kept confidential and will not be disclosed to anyone outside of RefineAI or RefineAI’s customers. You will have a right of access under data protection legislation to your personally identifiable information that we hold about you.
8) GENERAL TERMS
a) Entire Agreement. This Agreement constitutes the entire agreement between you and RefineAI relating to the subject matter of this Agreement, and shall completely replace any prior agreements, oral or written, between you and RefineAI in relation to you acting as a Tester for RefineAI.
b) Changes to this Agreement. RefineAI reserves the right to discontinue Usability TestingConsumer Acceptance Testing services at any time or otherwise make changes to its services at any time, without notice, and without liability to you.
c) Option to Exercise or EnforceWaiver. RefineAI’s failure to exercise or enforce any legal right or remedy or provision of this Agreement (or which RefineAI has the benefit of under any applicable law) will not constitute a waiver of such right, remedy, or provision.
d) Severability. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement in any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision had never been contained herein and such provision shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.
e) In the event that any of the provisions of this Agreement is found by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effectNonassignability. This Agreement and your obligations hereunder are personal and yYou may not assign or delegate any rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void and without effect. RefineAI may freely assign or delegate all rights and obligations under this Agreement, in whole or in part.
f) Equitable Relief. You acknowledge and agree that due to the unique nature of the Proprietary Information, there may be no adequate remedy at law for any breach of your obligations in this Agreement, that any such breach may allow you or third parties to unfairly compete with RefineAI or its clientsCustomers, resulting in irreparable harm to such parties. As such, upon any such breach or threat thereof, RefineAI or an applicable clientCustomer shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
g) Controlling Law, Arbitration, Class Waiver, and Waiver of Jury Trial. This Agreement and the relationship between you and RefineAI shall be governed by the laws of the State of California Florida without regard to its conflict of law provisions. You agree to first contact RefineAI at support@refineai.com at support@RefineAI.com regarding any claim or controversy arising out of or relating to this Agreement or your participation in Usability TestingConsumer Acceptance Testing. Except for any dispute concerning breach of confidentiality or infringement of any intellectual property right, You and RefineAI agree to submit to the personal and exclusive arbitration by a single arbitrator with the American Arbitration Association (“AAA”) in accordance with its relevant industry rules, if any. The arbitration will be held at Miami, Florida. The language of the arbitration shall be the English language. Judgment on any award rendered by the arbitrator may be entered in any Court of competent jurisdiction. You and RefineAI agree to submit to the personal and exclusive arbitration of any disputes relating to this Agreement or your participation in Usability Testing under the rules of the JAMS ADR. For more information visit www.jamsadr.com. Any such arbitration, to the extent necessary, shall be conducted in Mountain View, California. You covenant not to sue RefineAI in any other forum.
To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against RefineAI. You agree to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. You agree to pay the attorney’s fees and court costs that RefineAI incurs in seeking such relief. This provision, preventing you from bringing, joining or participating in class action lawsuits, is an independent agreement and does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided below.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to this Agreement or your participation in Usability TestingConsumer Acceptance Testing:
· YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY
· YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
· YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
9) Communications. You agree that RefineAI may communicate with you electronically or telephonically regarding this Agreement, Usability TestingConsumer Acceptance Testing, security, privacy, and administrative issues. If RefineAI learns of a security system’s breach, it may attempt to notify you electronically by posting a notice on the Site, sending an email to you, or contacting you via any other means of communication for which you have provided contact information. You may have a legal right to receive a notice of breach in writing. To receive free written notice of a security breach or to withdraw your consent from receiving electronic notice, please contact us via the contact information provided at the end of this Agreement.
7.0 QUESTIONS AND COMMENTS
Questions, comments and requests in relation to this Agreement should be sent to support@RefineAI.com, or via regular mail to:
User Testing, Inc.2672 Bayshore Parkway, Suite 703Mountain View, CA 94043Attn: Legal Department
Last updated: November 18, 2016
TESTER PRIVACY POLICY
Privacy FAQPrivacy Policys for Testers
Thiese Privacy FAQPrivacy Policys is are intended to help you understand more about how RefineAI uses information collected through Usability TestingConsumer Acceptance Testing and the Platform. The Privacy FAQs Policy isare incorporated by reference into the RefineAI Tester Agreement. Any undefined term in this Privacy Policy ese Privacy FAQs has the same meaning as defined in the Agreement.
1. WHAT INFORMATION DOES REFINEAI COLLECT?INFORMATION WE COLLECT.
Tester Information
When you sign up with RefineAI.com to become ato become a Ttester or when you fill out questionnaires related to Usability TestingConsumer Acceptance Testing, you will be asked to provide information about yourself, which may include:
· Personally identifiable information (“PII”) such as name, email address or other contact information, and PayPal account information.
· Demographic information such as your age, gender, education, employment status, and hobbies.
· Other information that may be requested to facilitate Usability TestingConsumer Acceptance Testing.
Collectively, we refer to this information as “Tester Information.” In order for RefineAI to provide clientsCustomers with accurate and quality testing results and for us to contact and compensate you in connection with Usability TestingConsumer Acceptance Testing, it is important that the Tester Information you provide is authentic, accurate, complete, and kept up to date. Incomplete, inaccurate, or out-dated Tester Information may make you ineligible to participate in RefineAI. By registering as a Tester and participating in Usability TestingConsumer Acceptance Testing, you agree to the collection and use of such PII and Tester Information.
Usability TestConsumer Acceptance Test Recordings
When you participate in a Usability TestConsumer Acceptance Test, RefineAI may capture video or photographic recordings of your face, audio recordings of your voice, screen recordings of your actions on the device on which you downloaded the Screen Recorderfrom which you enabled audio , and video or audio recordings of any other sights or sounds that are captured by your device camera or microphone during a Usability TestConsumer Acceptance Test. In the event that any other person’s likeness or voice is recorded during a Usability TestConsumer Acceptance Test, you are responsible for making sure that person consents to sharing that recording with RefineAI and its clientsCustomers. Please contact us at support@RefineAI.com if you have questions or concerns about a specific Usability Test Recording.
Information you provide in your study responses
All information, including any personal information, disclosed during a Usability Test is completely voluntary. You may choose not to provide an answer at any point during the Usability Test and cancel the test. However, this will result in a failure to complete the Usability Test, which may make you ineligible to be paid for your participation.
Information we collect about you from other sources
· Usage data. We collect usage data about you whenever you interact with our Platform. This may include which pages you visit through our Platform, what you click on, when you performed those actions, and so on. Additionally, our servers keep log files that record data each time a device accesses those servers. The log files contain data about the nature of each access, including originating IP addresses or other device identifiers. Note that we do not link this usage data to your Testing Results.
· Device data. We collect data from the device you use for Usability TestingConsumer Acceptance Testing, such as device identifiers, IP address, location information, usage information, operating system, service provider, manufacturer, brand, last log-in date, browser information, software or app content. We may also collect the email address associated with that device or application., but we do not share this email address with unaffiliated third-parties.
· Referral data. We record information about the source that referred you to the RefineAI site or a study. (e.g., a link on a website or in an email).
· Information from third parties. We may collect PII or data about you from third parties if you give permission to those third parties to share that information with us.
· Information from cookies, page tags, and similar technology. We use third party tracking services that employ cookies, page tags (also known as web beacons), and similar technology to collect aggregated and anonymized data about visitors to our site. This data includes usage information and user statistics.
2. HOW DOES REFINEAI USE THE INFORMATION WE COLLECT?USES OF INFORMATION COLLECTED. We perform Usability TestingConsumer Acceptance Testing for our clientsCustomers. When you take a Usability TestConsumer Acceptance Test, your Testing Results may be shared with and/or managed by the clientCustomer who commissioned that Usability TestConsumer Acceptance Testing. We treat your Testing Results as private to that clientCustomer, unless we have expressed otherwise. This information is generally used by the clientCustomer to improve their websites and mobile applications.heir Content, but may be used for any permissive purpose under our agreements with them.
· Internal and service-related usage. We use information, including PII, for internal and service related purposes and may provide it to third parties to allow us to facilitate the RefineAI Platform. Such purposes may include:
· Monitoring and improving our Platform and features. We perform statistical and other analysis on information we collect (including usage data, device data, referral data, and information from page tags) to analyze and measure user behavior and trends, to understand how people use our Platform, and to monitor, troubleshoot and improve our Platform.
· Creating new services, features or content (public data and metadata only). We may use anonymized survey metadata (that is, data about the characteristics of a survey but not its non-public content), to create and provide new services, features or content. For example, we may look at statistics like response rates, features used, and the average number of surveys per month and publish interesting observations about these for informational or marketing purposes. When we do this, neither individual clients nor Testers will be identified or identifiable unless we have obtained their permission.
· Communications. We occasionally send you communications of a transactional nature (e.g. service-related announcements, billing-related matters, changes to our services or policies, a welcome email when you first register). You can’t opt out of these communications since they are required to provide our Platform and for you to participate as a Tester.
· Marketing. We will only do this periodically and you may opt out at any time by contacting customer us at support@refineai.com.
· To respond to legal requests and prevent harm. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
We may use aggregate or de-identified data for any purpose.
3. WITH WHOM DO WE SHARE OR DISCLOSE YOUR INFORMATIONWHO MAY ACCESS YOUR INFORMATION?. We do not rent, sell, or share your PII with other people or non-affiliated companies for their direct marketing purposes, unless we have your permission.
· With our clientsCustomers. RefineAI does not share your PII with clientsCustomers except to the extent that such PII is included in Testing Results that you provide to a clientCustomer, and as otherwise described in the Agreement or these FAQthis sPrivacy Policy. Your Testing Results are shared with the applicable clientsCustomers, so please do not reveal any information during a Usability TestConsumer Acceptance Test that you do not want shared.
· With our vendors and service providers. We may share any information we receive with vendors and service providers retained in connection with provision of the RefineAI Platform.
· Merger, sale, or other asset transfers. If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, sale of company assets, or transition of service to another provider, your information may be sold or transferred as part of such a transaction as permitted by law and/or contract. We cannot control how such entities may use or disclose such information.
· As required by law and similar disclosures. We may disclose any information we collect if we believe in good faith that doing so is required or appropriate: (i) under applicable law, including laws outside your country of residence; (ii) to comply with legal process; (iii) to respond to requests from public and government authorities; (iv) to enforce this Agreement; and (v) to protect the rights, privacy, safety, operations, or property of RefineAI, our clientsCustomers, you, or others.
4. SECURITY, COOKIES AND OTHER IMPORTANT INFORMATION
· Security. RefineAI.comWe takes steps to keep the information stored in our system protected from unauthorized access. We store your information in a secure data center located in the United States. We also use Secure Socket Layer (SSL) technology that protects the data you send over the Internet. UnfortunatelyHowever, no system or network can be guaranteed to be 100% secure, and we cannot ensure or warrant the security of any information you provide to us. We do not accept liability for unintentional disclosure. You acknowledge that third parties may develop means by which they can circumvent such precautions and gain access to your information. In such case, RefineAI shall not be liable for such third party downloading.
· Cookies and similar technology. We use cookies and page tags on our websiteRefineAI.coms. Cookies are small bits of data we store on the device you use to access our services so we can recognize repeat users. Each cookie expires after a certain period of time, depending on what we use it for. Some cookies will remain on your computer’s hard drive until you deleted them manually using your browser or operating system software. We use cookies for several reasons:
· To make our site easier to use;. If you do not log out when you leave our Platform, we may store your username in a cookie to make it quicker for you to login whenever you return.
· foFor security reasons; . We use cookies to authenticate your identity, such as confirming whether you are currently logged into the Platform.
· tTo provide you with personalized content; and. We may store user preferences, such as your default language, in cookies to personalize the content you see. We also use cookies to ensure that Testers can’t retake certain studies that they have already completed.
· tTo improve our services. We use cookies to measure your usage of our Platform and track referral data, as well as to occasionally display different versions of content to you. This information helps us to develop and improve our services and optimize the content we display to Testers and clients.
You can enable your browser to refuse cookies, but doing so may disable access to our services. Refer to your web browser’s configuration documentation to learn how to do this. Enabling cookies ensures a smoother experience when using our websites. By using our Platform and registering as a Tester, you expressly consent to the use of cookies as described in our Agreement and these FAQthis sPrivacy Policy.
· Blogs and forums. Our site offers publicly accessible blogs and community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. We’re not responsible for any personal information you choose to submit in these areas of our site. To request removal of your personal information from our blog or community forum, contact us at support@RefineAI.com. In some cases, we may not be able to fulfill your request, and we will let you know why.
· Social media features. Our site may include social media features or widgets, such as the Facebook Like button. Use of these features may allow social media companies to collect your IP address, detect which page you are visiting on our site, and set a cookie to enable the feature to function properly. Your interactions with these features are governed by the privacy policy of the third party providing it.
· Safety of children and COPPA. Our services are not intended for and may not be used by those under the age of 13. RefineAI.com does not knowingly collect personal data from minors under 13 or allow them to register. If it comes to our attention that we have collected personal data from a minor under 13, we may delete this information without notice. If you have reason to believe that this has occurred, please contact us at support@refineai.com.support@RefineAI.com.
5. RIGHT TO ACCESS, CHANGE OR DELETE PERSONAL DATA
· Right to Access. Individual Testers and Customers have the right to know what Personal Data about them is included in the databases and to ensure that such Personal Data is accurate and relevant for the purposes for which RefineAI collected it. Individual Testers and Customers may review their own Personal Data stored in the databases and correct, erase, or block any data that is incorrect, as permitted by applicable law and RefineAI policies. Upon reasonable request and as required by the Privacy Shield principles, RefineAI allows access to their Personal Data, in order to correct or amend such data where inaccurate. Individual Tester and Customers may edit their Personal Data by logging into their account profile or by contacting RefineAI by phone or email. In making modifications to their Personal Data, Data Subjects must provide only truthful, complete, and accurate information. To request erasure of Personal Data, individual Testers Customers should submit a written request to RefineAI.
· Request for Personal Data. RefineAI will track each of the following and will provide notice to the appropriate parties under law and contract when either of the following circumstances arise: (a) legally binding request for disclosure of the Personal Data by a law enforcement authority unless prohibited by law or regulation; or (b) requests received from the Data Subject. If RefineAI receives a request for access to his/her Personal Data from an Individual Customer, then, unless otherwise required under law or by contract with such Individual Customer, RefineAI will refer such Data Subject to the Individual Customer.
· Satisfying Requests for Access, Modifications and Corrections. RefineAI will endeavor to respond in a timely manner to all reasonable written requests to view, modify, or inactivate Personal Data.
6. ADDITIONAL INFORMATION FOR EUROPEAN UNION USERS
RefineAI provides some of its services to users in the EU, where data protection laws may differ from the United States.
· “Personal Data”. For users located in the EU, references to “personal information” in this policy are equivalent to what is commonly referred to as “personal data” in the EU.
· Accessing and correcting your personal data. You have the right to access and correct the personal data that RefineAI holds about you. This right may be exercised by emailing support@refineai.com. support@RefineAI.com.
· About IP addresses. Our servers record the incoming IP addresses of visitors to our websites (whether or not the visitor has a RefineAI account) and store the IP addresses in log files. We use these log files for purposes such as system administration and maintenance, record keeping, tracking referring web sites, inferring your location, and security purposes (e.g. controlling abuse, spam and DDOS attacks). We also store IP addresses along with certain actions you take on our system. By agreeing to become a Tester, you expressly consent to RefineAI using your IP address as described in the Agreement and these FAQthis sPrivacy Policy. If you wish to opt out of your consent to use your IP address, you must cancel your account (if you have one).
7. PRIVACY SHIELD
· RefineAI complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. RefineAI has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/
· The Privacy Shield program applies to the processing of Personal Data in regards to the collection, use and retention of Personal Data from Testers located in Switzerland and the European Union and European Economic Area, as set out by the U.S. Department of Commerce. RefineAI has certified that it adheres to the Privacy Shield Principles of notice, choice, account ability for onward transfer, security, data integrity and purpose limitation, access, and recourse/enforcement/liability. RefineAI is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC).
· All employees of RefineAI who handle Personal Data from Switzerland and the European Union are required to comply with the Privacy Shield Principles.
· As part of our participation in the Privacy Shield program, we will resolve disputes you have with us in connection with our policies and practices through JAMS ADR. For more information and to contact JAMS ADR directly, visit www.jamsadr.com. As a last resort and in limited situations, Swiss and EU individuals may seek redress from the Privacy Shield Panel, a binding arbitration mechanism.
· RefineAI’s accountability for Personal Data that it receives under the Privacy Shield and subsequently transfers to a third party is described in the Privacy Shield Principles. In particular, RefineAI remains responsible and liable under the Privacy Shield Principles if third-party agents that it engages to process the Personal Data on its behalf do so in a manner inconsistent with the Principles, unless RefineAI proves that it is not responsible for the event giving rise to the damage.
· RefineAI encourages you to contact our Head of Privacy and Security at privacy@RefineAI.com should have any Privacy Shield-related (or general privacy-related) complaint. As further explained in the Privacy Shield Principles, a binding arbitration option will also be made available to you in order to address residual complaints not resolved by any other means. RefineAI is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC).
CONSENT
By registering as a Tester, you expressly consent to the following:
· You consent to the collection, use, disclosure and processing of your personal data in the manner described in our Agreement and these FAQthis Privacy Policys, including our procedures relating to cookies, IP addresses and log files.
· Our servers are based in the United States, so your personal data will be primarily processed by us in the United States. You consent to the transfer and processing of your personal data in the United States
· You consent and agree that we may transfer your data to data processors located in countries, including the United States, which do not have data protection laws that provide the same level of protection that exists in countries in the European Economic Area. Your consent is voluntary, and you may revoke your consent by opting out at any time. Please note that if you opt-out, you may no longer participate as a Tester.
· You consent to us sharing your personal data with relevant persons working for service providers who assist us to provide our services and as may be required by law.
· If you have enabled cookies on your web browser, you consent to our use of cookies as described in this Privacy Policy.hese FAQs.
· You have the right to access and correct or request the removal of any of your Personal Data. You can exercise your rights regarding your Personal Data by contacting RefineAI at:
· Email address: support@refineai.comprivacy@RefineAI.com or support@RefineAI.com
· 672 Bayshore Parkway, Suite 703, Mountain View, CA 94043
We will respond to your request within a reasonable timeframe.
If you have any questions about privacy, please contact us at support@refineai.comsupport@RefineAI.com.
Last updated: October April 1, 201819, 2017