Effective Date: March 1, 2013
Last Revised: September 1, 2013
The Site and any other services 10011 Labs provides on the Site are referred to in this Agreement collectively as the "Services."
Please read this Agreement carefully. 10011 Labs is only willing to make the Services available to you if you accept and abide by the terms of this Agreement. By accessing this Site or using the Services in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to 10011 Labs, you agree to be bound by the terms, conditions, policies and notices contained in this Agreement, including, but not limited to, conducting this transaction electronically, disclaimers or warranties, damage and remedy exclusions and limitations, and a choice of California law.
From time to time we may update the Services and this Agreement. Your use of the Services after we post any changes to this Agreement constitutes your agreement to those changes. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version. 10011 Labs may, in its sole discretion, and at any time, discontinue the Services or any part thereof, with or without notice, or may prevent your use of the Services with or without notice to you. You agree that you do not have any rights in the Services and that 10011 Labs will have no liability to you if the Services is discontinued or your ability to access the Services or any content you may have posted on the Services is terminated.
SITE ELIGIBILITY AND REGISTRATION
The Services may be used only by persons 18 years of age or older. Use of the Services is void where prohibited. By accessing or using the Services, you represent and warrant that you meet the eligibility requirements in this paragraph and are fully able and competent to enter into, and abide by, the terms of this Agreement.
FEES FOR THE SERVICES
There is no fee to participate in the Services. 10011 Labs may, in its sole discretion, elect to charge fees for participating in the Services, or to use or access any other Services, at any time. If it does, it will update this Agreement to reflect such fees.
SURVEY AND REWARDS PROGRAM PARTICIPATION REQUIREMENTS
Your ability to participate in the Services is expressly conditioned upon your compliance with this Agreement and with all policies and guidelines applicable to the Services that 10011 Labs may make available from time to time. Your participation in the Rewards Program is subject to the Rewards Program Rules incorporated herein by reference and made a part of these Terms. In the event of your noncompliance, fraud or other inappropriate activity (as determined by 10011 Labs in its sole discretion), 10011 Labs may cancel or invalidate your accounts, registrations and Rewards, deny redemption of your Rewards, or restrict, block, limit, and prevent your access to and use of the Services and, further, all Rewards, incentives and rewards shall be subject to forfeiture.
NON-USE AND NONDISCLOSURE.
Information and content made available to you in the Services may contain trade secrets or other confidential or proprietary information of 10011 Labs and/or 10011 Labs' suppliers or licensors. You must hold in strict confidence and not disclose to any other person any information and content that you access or learn in connection with your participation in any survey, project, questionnaire, or other market research activity related to the Services. You must not use any such information or content for any purpose other than your participation in the Services in accordance with this Agreement. You hereby agree to notify 10011 Labs 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 this Agreement.
You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services; (b) maintain the security of your password and login credentials; and (c) maintain and promptly update the information you provide during registration, and any other information you provide to 10011 Labs, so as to keep it accurate, current and complete. Registration requires information that includes without limitation your full legal name, your date of birth, the address of your primary residence, your phone number and your working email address.
COMPLIANCE WITH LAWS.
You must at all times comply with all applicable laws, rules, regulations, and orders, and not cause 10011 Labs to violate any laws, rules, regulations, or orders.
You agree to participate in good faith and to the best of your ability in any market research activities in which you participate in connection with the Services. You will not provide false or misleading data, including without limitation, survey responses that are inconsistent with prior responses or statistically improbable.
If you communicate with 10011 Labs personnel ("Personnel"), you agree to do so in a respectful and appropriate manner. You shall not send, share or otherwise distribute to Personnel, Personnel affiliates or other users of the Services any communications having obscene, vulgar, sexually-oriented, threatening, hateful or illegal content. By accessing or using the Services, you agree that you will not publish, post, or otherwise disseminate any publications or other material that disparages, discredits, or casts anyone, including 10011 Labs, its Personnel, employees, officers, directors, subsidiaries, affiliates, or its licensors in a negative light.
You may provide information to 10011 Labs in connection with your participation in market research or otherwise in connection with the Services, including providing survey responses, ideas, feedback, or other information or content ("User Content").
By providing any User Content, you represent and warrant that you have the lawful right to provide it, and that it is accurate and complete. You must not provide any User Content or otherwise make any use of the Site that:
You further understand and agree that you have no ownership rights in materials you submit to us, to any account you may have with us, or other access to the Services or features therein. 10011 Labs may cancel your account and delete all User Content associated with your account at any time, and without notice, if 10011 Labs deems that you have violated this Agreement, the law, or for any other reason. 10011 Labs assumes no liability for any information removed from the Services, and reserves the right to permanently restrict access to the Services or a user account.
By displaying, publishing, or otherwise posting any User Content on or through the Services, you hereby grant to 10011 Labs a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to this Agreement and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Services and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
You agree to indemnify and hold 10011 Labs, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys' fees and costs, related to your violation of this Agreement, including the Posting Policy, or any violations thereof by your dependents or which arises from the use of User Content you submitted, posted, or otherwise provided to 10011 Labs or the Services.
COPYRIGHT, TRADEMARKS, AND LIMITED LICENSE
The Services and all content and other materials contained on or within the Services, including, without limitation, all information, content, designs, text, graphics, information, data, software, surveys, music, trademarks, product or service names, logos, slogans other files, and the selection and arrangement thereof (collectively, the "10011 Labs Content"), are the proprietary property of 10011 Labs and its suppliers and licensors and are protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. 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 by 10011 Labs.
You agree not to download, display or use any 10011 Labs Content located on the Services for use in any publications, in public performances, on websites other than the Services for any commercial purpose, in connection with products or services that are not those of 10011 Labs, in any manner that is likely to cause confusion among consumers, that disparages or discredits 10011 Labs and/or its licensors, that dilutes the strength of 10011 Labs or its licensor's property, or that otherwise infringes 10011 Labs or its licensor's intellectual property rights. You further agree to in no other way misuse any 10011 Labs Content or Third Party Content that appears on the Services.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. 10011 LABS, ITS AFFILIATES, LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE "PROVIDERS") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER 10011 LABS NOR ANY OTHER PROVIDERS WARRANT UNINTERRUPTED USE, OPERATION, OR AVAILABILITY OF THE SERVICES OR ANY CONTENT, OR THAT ANY SUBMISSION OR TRANSACTION REQUEST YOU ATTEMPT USING THE SERVICES WILL BE SUCCESSFUL, UNCORRUPTED, OR COMPLETED WITHIN A REASONABLE AMOUNT OF TIME. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DELAY OR LOSS OF ANY KIND THAT RESULTS FROM YOUR ACCESS TO, OR USE OF, THE SERVICES AND THE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 10011 LABS OR ANY OTHER PROVIDER THROUGH OR FROM THE SERVICES, WILL CREATE ANY WARRANTY REGARDING THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EITHER 10011 LABS OR ANY OTHER PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF 10011 LABS OR ANY OTHER PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT, NOR SHALL 10011 LABS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND 10011 LABS'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE'S RECORDS, PROGRAMS, OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You will indemnify and hold harmless 10011 Labs and all other Providers from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content, your use of the Services or any Content, your violation of this Agreement, or your violation of any rights of a third party.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, original or creative materials, or other information or content provided by you to 10011 Labs, to the extent it is not User Content, will become the sole property of 10011 Labs. 10011 Labs will own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information and content for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Further, you hereby grant to 10011 Labs a perpetual and irrevocable license to use such information and content for any purpose.
You and 10011 Labs are independent contractors for all purposes. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement or by your access to or use of the Services.
Notwithstanding any term of this Agreement, 10011 Labs reserves the right, without notice and in its sole discretion, to discontinue or terminate any of the Services, to terminate your license to use the Services, and to restrict, block, limit, and prevent your access to and use of the Services. Any termination or other action by 10011 Labs described in this paragraph will not limit any other remedies 10011 Labs may have against you at law or equity.
GENERAL LEGAL NOTICES
By accessing or using the Services, you consent to receiving electronic communications from 10011 Labs. These communications may include notices about your account and information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that 10011 Labs sends to you electronically will satisfy any legal communication requirements, including any requirement that communications be in writing.
10011 Labs' failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. Any provision of this Agreement that is found to be invalid, unlawful, or unenforceable will be severed from this Agreement, and the remaining provisions of this Agreement will continue to be in full force and effect. The section headings and titles in this Agreement are for convenience only and have no legal or contractual effect. Any provisions in this Agreement that by their nature should survive the termination of this Agreement (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after the termination of this Agreement.
If any provision of this Agreement shall be unlawful, void or for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
The failure of 10011 Labs to comply with the Agreement because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of 10011 Labs, shall not be deemed a breach of this Agreement.
This Agreement is governed by the laws of the State of California, USA, excluding conflicts of law principles. Any controversy or claim arising out of or relating to the Services or this Agreement must be commenced within one year after the claim arose and will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.
This Agreement, including all terms, policies, and guidelines referenced in this Agreement, is the entire agreement between you and 10011 Labs concerning the Services. This Agreement supersedes all prior agreements or communications between you and 10011 Labs regarding the subject matter of this Agreement.
CONTACTING 10011 LABS