These Terms of Use (these “Terms”) form an agreement between, on one hand, Escalent, Inc. and its affiliates (collectively, “Escalent”) and, on the other hand, you as a research respondent (“you,” “your,” or “Respondent”).
These Terms govern your participation in any survey or research study hosted or fielded by Escalent or any other survey or research study where these Terms are presented to you, including without limitation any online surveys, in-home use testing (“IHUT”), or telephone surveys (collectively, “Research”).
Please note that these Terms include the Escalent Privacy Policy, which is incorporated herein by this reference.
These Terms also include any other disclosures or disclaimers which are: (i) presented to you directly in conjunction with your participation in Research; or (ii) contained in communications from Escalent to you, including without limitation email communications regarding your participation in Research.
Please reach these terms carefully before participating in any research. By participating, you expressly agree to these terms.
You acknowledge and agree that your participation in Research is entirely voluntary. If at any time you do not agree with these Terms, or do not desire to participate in Research, you should cease your participation immediately.
You acknowledge you are participating in Research in the capacity of an independent contractor, and no agency, partnership, join venture, employee-employer, or franchisor/franchisee relationship is intended or created by these Terms. Your participation in Research is without the control or direction of any other party or entity, and in your participation you are exercising your own independent judgment and discretion.
You may participate in Research only in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading, or posting of information in connection with Research, and are responsible for the consequences of such communications.
Without limiting the foregoing, you agree you will not:
Without limiting anything else in these Terms, if you participate in any IHUT Research, you also agree that only the Respondent to whom the invite was directed may participate in the Research. By participating in any IHUT Research, you hereby fully and forever waive, release, acquit, and discharge Escalent and its clients, including their affiliates and each of their respective managers, officers, directors, employees and agents, from any and all claims, causes of action, demands, liabilities, damages of any kind, obligations, costs, expenses, and debts, of every kind and nature whatsoever, whether based on statute, tort, contract, common law, or other theory of recovery, which may arise, now or at any time in the future, out of or in connection with your participation in such Research.
You may be provided with the opportunity to earn monetary or other incentives in exchange for your participation in Research. You acknowledge and agree that your participation is based on your desire to share opinions and provide feedback, and any consideration paid to you is not calculated based on time spent by you and is not pro-rated on an hourly basis or otherwise. By being given the opportunity to participate and by receiving any incentive, you agree that any consideration paid to you represents fair value for your participation.
You acknowledge and agree the content, materials, text, images, videos, graphics, trademarks, logos, button icons, music, software, and other elements available to you in connection with Research are the property of Escalent, our licensors, or our clients, and are protected by copyright, trademark, and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify, or create derivative works from any content or materials made available to you in connection with Research.
Information and content made available to you in connection with Research may contain trade secrets or other confidential or proprietary information of Escalent or our clients, suppliers, or licensors. You must hold in strict confidence, and not disclose to any other person, any information or content you access or learn in connection with your participation Research. You are prohibited from sharing with any third party photographic or other imagery, information, or any other content from your activities. You must not use any such information or content for any purpose other than your participation in Research in accordance with these Terms.
You hereby agree to notify us immediately if you learn of or suspect any use or disclosure of, or access to, any such information or content other than as specifically authorized in these Terms.
Except to the extent prohibited by applicable law, you acknowledge and agree that in no event shall Escalent or its clients or licensors be liable for any consequential, direct, incidental, indirect, punitive, or special damages, or otherwise for any damages arising out of, or in any way connected with: (1) your participation in research; (2) the unauthorized access to or alteration of your transmissions or data; or (3) any matter related to these terms, regardless of whether such damages are based on contract, strict liability, tort, or other theories of liability, and also regardless of whether Escalent was given actual or constructive notice that damages were possible.
In the event Esclaent or any of its clients or licensors bears liability for damages, losses, and causes of action, the liability will be limited to the maximum amount paid to you for your participation in research in the twelve (12) months prior to the events giving rise to the alleged liability or one hundred and fifty dollars ($150), whichever is greater.
Escalent hereby reserves the right, in Escalent’s sole discretion, to make changes to these Terms. Such changes will become effective upon their posting. Accordingly, Escalent encourages you to review these Terms on an ongoing basis.
You acknowledge and agree that you will comply with all applicable international, national, federal, state, and local laws, codes, regulations, rules, and requirements which apply to your use of, participation in, and access to Research.
You agree to indemnify, defend, and hold harmless Escalent and its affiliates, as well as their directors, officers, employees, agents, successors and assigns, from and against all liabilities, losses, damages and costs, including reasonable attorneys’ fees, they may suffer as the result of third-party claims, demands, actions, suits or judgments against them resulting from or arising out of: (a) your violation of these Terms or applicable laws or regulations; or (b) your negligence or willful misconduct.
Unless prohibited or restricted by law as against public policy, any claim or dispute relating in any way to your participation in research or these terms shall be submitted to arbitration. Arbitration would remove your right to litigate a claim in court or to have a jury trial on that claim. Other rights that you would have in court, including discovery and rights to appeal, are generally more limited in arbitration than in a lawsuit, and other rights available in court may not be available in arbitration.
All disputes between you and Escalent, including disputes related to these terms, your participation in research, or your rights of privacy or publicity, will be resolved by binding, individual, confidential arbitration before one arbitrator. The arbitration shall be administered by jams pursuant to its comprehensive arbitration rules and procedures. You and Escalent hereby expressly waive trial by jury. Notwithstanding the foregoing, either party may seek interim relief from any state or federal court in the party’s state of residence to protect the party’s intellectual property rights you may bring claims only on your own behalf.
This dispute resolution provision will be governed by the federal arbitration act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. In any arbitration, Escalent will pay the filing, administration, service or case management fee, plus the costs associated with the first day of arbitration, with the remaining costs to be paid by the non-prevailing party. Unless inconsistent with applicable law, each party shall bear the expense of their respective attorneys’, experts’ and witness fees, regardless of which party prevails in the arbitration.
Unless restricted or prohibited by law as against public policy, any action under or relating to these terms or your participation in research, whether before a judge or jury or pursuant to judicial reference, will take place on an individual basis, without resort to any form of class or representative action (“class action waiver”). This class action waiver precludes any party from participating in or being represented in any class or representative action regarding a claim under these terms. Regardless of anything else herein, the validity and effect of the class action waiver may be determined only by a court.
Arbitration or any other litigation shall take place in Wayne County, Michigan, but may proceed telephonically if the parties so agree. These Terms shall be governed and enforced by applicable laws of the State of Michigan, without regard to conflict of law provisions thereof.
Except in the case of the sale of all or substantially all of its assets or ownership interests, neither party may assign their rights or obligations under these Terms without prior written consent.
The headings contained in these Terms are for reference only and shall have no effect on the interpretation or application of these Terms. Escalent’s failure to enforce a breach by you of these Terms shall not waive or release you from such breach and shall not waive, release, or prevent Escalent from enforcing any subsequent breach by you of these Terms.
If any term or provision of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be deemed null and void and shall not affect the application and/or interpretation of these Terms. The remaining terms or provisions of these Terms shall continue in full force and effect, as if the invalid or unenforceable term or provision was not a part of these Terms.