PLACED PANELIST TERMS OF SERVICE AND END USER LICENSE AGREEMENT (EULA)
Last Revised 8-8-2012
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY DOWNLOADING THE APPLICATION OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD THE APPLICATION OR USE THE SERVICE.
Welcome to the Placed ("Placed", "We", "Our") mobile device software application (the " Application") and the mobile or web services and sites provided by Placed in connection with the Application (collectively, the "Service"). These Terms of Service provide the terms and conditions upon which Placed provides the Service and licenses to you the use of the Application (the "Terms of Service").
A. PANELIST TERMS OF SERVICE
1. Service. The Service collects and tracks personal, demographic and location based information about you (the "Panelist Data"). You may sign up for one or more panels created by Placed (the "Placed Panels") or for various panels created by third parties ("Third-Party Panels") which enable the collection of Panelist Data. Placed will share the Panelist Data it collects with the third party who created the panel, if any (the "Panel Creators") and may also share with other third parties, such as those who subscribe to Placed's various products and services. When you register to use the Service or sign up for a panel, you will be asked to provide certain personal and demographic information (the "Registration Data"). You agree to provide accurate Registration Data and not to mislead or generate fake location based data as part of the data collection process for Panelist Data or otherwise engage in any fraudulent or misleading activity in connection with your use of the Application or the Service. If Placed determines that you have provided false Registration Data or generated false or misleading location data, you will forfeit and be required to return any compensation that you have earned.
YOU UNDERSTAND THAT THIS APPLICATION IS DESIGNED TO AUTOMATICALLY COLLECT LOCATION BASED DATA ON YOU VIA YOUR MOBILE PHONE WHENEVER YOUR PHONE IS TURNED ON UNLESS YOU DISABLE LOCATION TRACKING OR UNINSTALL THE APPLICATION AND THAT THIS DATA, WHICH MAY INCLUDE PERSONAL INFORMATION, MAY BE SHARED WITH THIRD PARTIES. IF YOU DO NOT WANT YOUR LOCATION INFORMATION COLLECTED, YOU MUST TURN OFF YOUR PHONE, TURN OFF LOCATION TRACKING ON YOUR PHONE, OR UNINSTALL THE APPLICATION.
BY DOWNLOADING THE APPLICATION AND USING THE SERVICE, YOU HEREBY CONSENT TO THE COLLECTION OF THE LOCATION BASED DATA AND OTHER PANELIST DATA AND GRANT PLACED A PERPETUAL, IRREVOCABLE AND UNLIMITED RIGHT AND LICENSE TO USE AND SHARE SUCH PANELIST DATA, INCLUDING ANY LOCATION AND PERSONAL INFORMATION INCLUDED THEREIN. YOU MAY OPT OUT OF SUCH COLLECTION AT ANY TIME BY UNINSTALLING THE APPLICATION.
2. Eligibility. You must be 14 or older to use the Service. If you are between 14 and 18, you must review these Terms of Service with your parent or guardian and obtain their consent to use the Service before signing up to use the Service. By signing up for the Service, you represent and warrant that you are at least 14 years of age and have obtained parental consent to your use of the Service. The Service is intended for use solely in the United States by residents of the United States, and Placed makes no claims that the Service is appropriate for use outside of the United States. Use of the Application or the Service outside the United States is prohibited and unlicensed and is in violation of these Terms of Service.
4. Compensation. When you participate in a panel, you may be eligible to receive certain compensation as follows:
a. Third-Party Panels. When you register for a Third-Party Panel, the Panel Creator may decide to provide an incentive for you to participate in such Third-Party Panel (the "Incentive"). Such Incentive, if any, and the terms and conditions applicable thereto are described in the sign up process for such panel, and the Incentive is offered and paid to you solely and directly by the Panel Creator. When you have earned the designated compensation, as determined and in accordance with the criteria provided by the Panel Creator, Placed will notify the Panel Creator and send your email so that the Panel Creator can send you the Incentive. However, you understand and agree that the payment (or nonpayment) of such Incentive and all terms and conditions relating to such Incentive are solely between you and the Panel Creator. Placed has no responsibility or liability, and makes no representation or warranty, of any kind with respect to such Incentive or any failure to pay the agreed upon Incentive, if any.
The specific terms applicable to earning any Incentives are set solely by the Panel Creator. However, you should note that for purpose of calculating the number of days of use to qualify for an Incentive, if you do not allow the collection of Panelist Data for at least 12 hours in a given day, such use that may not count as a day of use at the sole discretion of Placed or the Panel Creator. In addition, please be aware that in the event that your participation in a Panel or use of the Application terminates for any reason or if the Panel Creator's participation with Placed terminates for any reason, regardless of who initiates such termination, such event may affect or prevent your ability to earn the Incentive (even if you continue to participate in the Panel). In such event, we ask that the Panel Creator provide you with a fair and reasonable portion of such Incentive to cover your participation through the date of such termination. However, we do not control the Panel Creators and cannot be responsible for their actions or for payment (or nonpayment) of any Incentives.
b. Placed Panels. For Placed Panels, Placed will pay you compensation based on the amount of time you allow the collection of Panelist
Data. The rate to be paid for a particular panel will be determined solely by Placed and may vary from panel to panel depending on a variety of factors. In
addition, such rate is subject to change for a particular panel you are participating in at any time without notice. You can see how much you have earned
by viewing the status screen in the application. If you are dissatisfied with the amount of compensation you are being paid, your sole remedy is to
terminate your use of the Service. If you compensation is in the form of cash you may request payment at any time through the Application provided that you
must have at least $10.00 due in compensation.
Please refer to our Sweepstakes Rules if you are participating in a Placed Panel with a sweepstakes component.
5. Costs. You understand and agree that you may incur data charges or similar fees in connection with your use of the Service. Please refer to your mobile carrier's regular billing statement for charges related to the use of the Service, and contact your mobile provider directly with any questions or comments related to these fees. It is recommended that any device utilizing the Application subscribe to an unlimited monthly data plan.
6. Third Party Content. The Application and the Service may include third party content and may provide links to Web pages and content of third parties including information provided by Panel Creators (collectively the "Third Party Content"). Placed does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Placed is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.
7. Advertisements and Promotions; Third-Party Products and Services. Placed may run advertisements and promotions from third parties on or in connection with the Application or the Service or may otherwise provide information about or links to third-party products or services on or in connection with the Application or the Service. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. Placed is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Placed advertisers or third party information on the Application or the Service.
8. Changes to Service; Termination
Placed reserves the right modify, suspend or discontinue the Service or any features or functionality thereof at any time without notice and without obligation or liability to you. PLACED ALSO RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT OR REFUSE TO PERMIT YOU ACCESS TO THE SERVICE, FOR ANY REASON AND WITHOUT ANY NOTICE. IN SUCH EVENT, UNLESS SUCH TERMINATION IS DUE TO VIOLATION OF THESE TERMS OR OTHER MISCONDUCT BY YOU, YOU MAY REQUEST PAYMENT OF ANY EARNED COMPENSATION BY emailing us at email@example.com. YOU WILL NOT BE ENTITLED TO ANY PARTIAL COMPENSATION FOR ANY UNEARNED COMPENSATION. In the event of any termination, Sections 1, 2, 3, 5, 6, 7, and 8 and the General Terms still apply.
B. END USER LICENSE (EULA)
1. License. Subject to the terms, conditions and limitations set forth in this EULA, Placed grants you a non-exclusive non-transferable license to use the Application on any mobile device that you own or control. The terms of the license will also govern any upgrades provided by Placed that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
2. Limitations. You agree not to authorize or permit any third party to do any of the following: (i) distribute or make the Application available over a network where it could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the Application; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent any foregoing restrictions are prohibited by applicable law); (iv) modify, alter or create any derivative works of the Application; or (v) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Application. If you violate any of the foregoing restrictions, your use of the Application will be unlicensed and will infringe the copyright and other rights of Placed, which may subject you to prosecution and damages. Placed reserves all rights not expressly granted to you herein.
3. Consent to Use of Data and Mobile Communications. You agree that Placed may collect and use location data, technical data, and related information in connection with your use of the Application, including but not limited to location information and technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the features and functionality of the Application and of software updates, product support and other services. You also consent to our communicating with you about the Application or in connection with the features, functions and activities contained therein by SMS, text message, email or other electronic means. Your carrier's normal, messaging, data and other rates and fees will apply to these communications.
4. Third Party Sites and Services; Third Party Materials. The Application may provide links to third party websites, applications, mobile services or other third party services ("Third Party Services") and may also display, link to or otherwise make available third party content, data, information, events, applications or materials ("Third Party Materials"). Placed does not endorse or control and makes no representations or warranties of any kind regarding any Third Party Services or Third Party Materials, including regarding the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality, or any other aspect thereof. If you access or use any third party website, you should be aware that Placed's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party web site to which you navigate from the Application.
5. Third Party Interactions. Your use of the Application and your contact, interaction, or dealings with any third parties arising out of your use of the Application is solely at your own risk. You acknowledge and agree that Placed is not responsible or liable in any manner for any loss, damage or harm of any sort incurred as the result of the Application, including from any contact with third parties who may locate you through your use of the Application
7. Ownership. The Application and the Service contain the valuable proprietary content of Placed and its licensors and is protected by copyright and other intellectual property laws and treaties. You agree not to use the Application except in its intended manner in accordance with the terms of this EULA.
8. Termination or Modification of Service. Placed reserves the right to change, suspend, remove, discontinue or disable access to the Application at any time without notice. In no event will Placed be liable for the removal of or disabling of access to any portion or feature of the Application.
9. Termination of EULA. Either party may terminate this EULA at any time for any reason or for no reason immediately upon notice. Placed may also discontinue the Application, in which case this EULA shall terminate automatically without notice. In the event of the termination of this EULA for any reason: (a) the license granted to you in this EULA will terminate; (b) you must immediately upon receiving any notice of termination cease all use of the Application and destroy or erase all copies of the Application in your possession or control; and (c) sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15, of this EULA plus the General Terms set forth below shall survive any such termination. Any use of the Application after termination is unlicensed and is in violation of the copyright and other rights of Placed.
10. Export Limitations. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
11. US Government Rights. The Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
12. ADDITIONAL EULA TERMS APPLICABLE TO IPHONE, IPOD TOUCH OR IPAD APPLICATIONS
Notwithstanding anything to the contrary in the EULA set forth above, the following additional terms shall apply to any Applications downloaded for use on the iPhone, iPod Touch or iPad:
a. Acknowledgement: The parties acknowledge that this EULA is concluded solely between such parties, and not with Apple, and Placed, not Apple, is solely responsible for the Application and the content thereof. You further acknowledge that the usage rules for the Application are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the Application, and in the event of any conflict, the Usage Rules in the App Store shall govern if they are more restrictive
b. Scope of License: The license granted to you is limited to a non-transferable license to use the Applications on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
c. Maintenance and Support: The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
d. Warranty: You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Applications. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the Application to that end-user; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Placed. However, you understand and agree that in accordance with the EULA, Placed has disclaimed all warranties of any kind with respect to the Application, the Site and the Service, and therefore, there are no warranties applicable to the Applications.
e. Product Claims: The parties acknowledge that as between Apple and Placed, Placed, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Application or the end-user’s possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
f. Intellectual Property Rights: The parties acknowledge that, in the event of any third party claim that the Application or the end-user’s possession and use of that Application infringes that third party’s intellectual property rights, Placed, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under the EULA. g. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
h. Developer Name and Address: Any end-user questions, complaints or claims with respect to the Application should be directed to:
1205 Second Ave
Seattle, WA 98101
i. Third Party Beneficiary: The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon the end-user’s acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof).
C. GENERAL TERMS
1. DISCLAIMERS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTION, QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PLACED HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION OR THE SERVICE, EITHER EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PLACED DOES NOT WARRANT THAT THE SERVICE, THE FUNCTIONS CONTAINED IN THE APPLICATION, OR THE PANELIST DATA WILL BE ACCURATE, COMPLETE, RELIABLE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE OR THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE OR THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY PLACED OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
PLACED IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO COMPENSATION, TEXT OR PHOTOGRAPHY. WHILE PLACED ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND THE SERVICE SAFE, PLACED CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
Placed is not responsible or liable in any manner for any actions or failure to act of any Panel Creators, including without limitation any failure to pay the agreed upon compensation. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Placed.
2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLACED BE LIABLE ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PLACED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL PLACED’S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APPLICATION EXCEED ONE DOLLAR. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
3. Severability. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
4. Governing Law; Venue. The laws of the State of Washington, excluding its conflicts of law rules, govern your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws. You agree that any action at law or in equity arising out of or relating to the Application, the Service or this agreement shall be filed only in the state and federal courts located in King County, Washington, and you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the Application.