Terms and Conditions
UTellUs Panel Terms
These Terms and Conditions (the "Terms") set forth the agreement between the Panel and you and govern the use by you of the Panel (including the Site, if applicable). Please read them carefully. By participating in this Panel or using the Site, you agree to be bound by the terms and conditions contained in these Terms. If you do not agree to these Terms, you may not participate in the Panel.
We may change, modify, add or remove portions of these Terms at any time. The "Last Updated" date at the bottom of these Terms will indicate when the latest modifications were made. Your continued use of the Panel after these Terms have been changed and notified to you will mean you accept and agree to the changes.
The Panel values our members' opinions, and to show our appreciation, the Panel offers rewards in the form of points ("Points"), which are credited to your account and maintained by Toluna. Points are redeemable for cash, prizes or entries into sweepstakes as specified and subject to these Terms. When you complete a survey, participate in a discussion or vote in a poll or similar activities or special promotions, you may receive Points which will be posted to your account within 30 days of the completion of the activity. We may provide you with a periodic newsletter informing you of your Points balance. The number of Points you will receive for the completion of each activity may vary and will be announced prior to each survey.
Points may be redeemed for a variety of items that can change from time to time in our sole discretion. We reserve the right to change the Point value structure or other incentives within the recruitment for an activity. At our sole discretion, we reserve the right to suspend, terminate, revalue or modify, without liability or the provision of advance notice to you, all or part of the Point value structure and offers. We further reserve the right to adjudicate all Point discrepancies in our sole discretion, and you agree to abide with any such adjudication. In the event the Point program is terminated, you will be notified and given at least 30 days in which you must redeem your Points.
POINTS EXPIRE WITHIN 12 MONTHS FROM THE TIME THEY ARE EARNED.
On termination or cancellation of your member account your ability to redeem Points will immediately cease and any Points that have been accumulated will immediately be taken out of your account.
We take reasonable care to ensure Points are accurately deposited in your account, however you are responsible for ensuring that your account balance is accurate and we will not be held liable for any errors or omissions concerning Points. You must alert us in writing of any error within 30 days of when such error occurred. Points have no commercial value and may not in any circumstances be transferred or sold to any third party. Points may only be redeemed for the items we have informed you of. Liability for any applicable taxes imposed by any government on any monies you earn or donations you make through the redemption of Points is your sole responsibility.
Membership to the Panel and use of the Site, if applicable, is free and is open to individuals only (not corporations or other business entities) that are at least eighteen (18) years of age or such other age as required by your geographic location. Membership in certain Surveys (as defined below) may be further restricted based on your age or geographic location. You are permitted to have only one account.
Your Member Account
While you may access the Site without registering for a member account, in order for an account to be established in your name and for you to participate in any online Surveys (as defined below), you must complete the provided online registration form. To open a member account, you must provide us with complete and valid contact information, including your full legal name, home address, valid e-mail address, and all other requested information. Your account must have a unique and valid e-mail address and password.
You agree to provide only accurate, current and complete registration information and to keep that information updated in order to maintain its accuracy. We may terminate or suspend your membership and you may forfeit your rewards if you fail to provide or keep your personal information accurate and complete.
You may use only one (1) password to open and access your account, and you may not use another account holder's password or allow anyone else to use your password, for any reason. You are solely responsible for the security of your user name and password and any activity that occurs under your member account, whether authorized or unauthorized. We will not be responsible for any losses incurred through the use of your password by a third party, except when unauthorized use is directly attributable to our gross negligence or willful misconduct. You agree to immediately notify us of any unauthorized use or breach of your member account.
Should you forget your password, you may request that we send it to you via e-mail by completing the forgot password request process on the Site. This procedure assumes that mention is made of your username, and that the e-mail address provided by you when registering is used (or the new one provided in the event of an update).
By joining as a member of the Site, you agree to receive e-mail invitations to participate in Panel surveys conducted by us and our third-party partners ("Surveys"). We do not guarantee that you will receive a certain minimum volume of invitations or any invitations at all. Your participation in any Surveys and your disclosure of any personally-identifiable information is completely voluntary.
We retain the right to monitor all member activity within the Site. If required by law, if you have violated our Code of Conduct below, in the event that your member account shows signs of fraud, abuse or suspicious activity or as otherwise deemed necessary by us, your member account may be terminated. If you have conducted any fraudulent activity, we reserve the right to take any necessary legal action and may have grounds to confiscate any rewards redeemed as a result of such activity. In addition, you may be liable for monetary losses to the Panel, including litigation costs and damages, and you will not be allowed to participate in the Panel in the future.
You may cancel your member account at any time by contacting us at firstname.lastname@example.org or by activating the "Unsubscribe" feature on the Site. Your account will also be cancelled if you withdraw or unsubscribe from the Panel. Immediately upon deletion or your withdrawal from the Site, your member account will be closed. You understand and agree that, as noted above, upon closing your account, your right to access your member account and the Surveys will cease. We may terminate your member account at any time for any reason.
You are responsible for providing any computer equipment and communications services necessary to connect to and access the Site. You agree that neither your membership to the Site nor your completion of any Surveys for the Panel, us, our third-party partners and Our Client creates any agency, partnership or employment relationship, and that your completion of Surveys is strictly as an independent contractor. You also agree that any rewards you receive for completing Surveys are the only compensation you will receive for your completion of such Surveys.
Member Code of Conduct
We are dedicated to making your voice heard and allowing you to tell Our Client what you think. When you use and post content to the Site you must observe the following rules:
- Be courteous and respect the opinions of others and behave in a manner that supports a safe and comfortable environment for all members.
- Do not post any of the following:
o Material that advocates illegal activity or political, religious or ideological beliefs.
o Personal attacks or anything (including "jokes" that may be misconstrued) obscene, vulgar, illegal, harmful, insulting, threatening, abusive, harassing, defamatory, libelous, untrue, misleading or invasive of someone else's privacy.
o Advertising and solicitations - Do not use any Panel areas to buy or solicit for goods, services, or money, or to advertise or sell products or services to others. For example, do not post any advertising, referrals, promotional materials, junk mail, "spam," chain letters, pyramid schemes or any other form of solicitation.
o Any content that infringes any patent, copyright, trademark, trade secret or other intellectual property right of another.
o Any statement that expresses or implies that any actions you take are endorsed by the Panel or Our Client.
- Do not take any Surveys other than in good faith, such as providing false answers or speeding through a Survey or answering each question the same way. We reserve the right to withhold awarding rewards to you if, in our reasonable view, your Survey responses are untruthful or not well considered.
- Do not access or use any part of the Site for anything other than your personal, non-commercial use.
- Do not access or use any part of the Site in any way that may violate any applicable state, federal, or international law, regulation, or other governmental requirement and/or regulation, treaty or tariff.
- Do not resell, barter, trade or otherwise attempt to generate income by providing access to your member account to others.
- Do not impersonate any individual or entity, including, without limitation, an employee of us or Our Client, or other Panel members or otherwise misrepresent your affiliation with any person or entity, including by "framing" any portion of the Site to make it look like you have a relationship with us or that we have endorsed you for any purpose.
- Do not attempt to circumvent the Site or any security measures used on the Site, including by requesting rankings from other members or posting content which does not respond to or pose any question in order to garner rewards.
- Do not release, publish or otherwise disclose or make reference to any Survey or Site content in any media without our prior written permission.
- Do not collect or store any personal information about other members of the Site.
- Do not attempt to access any service or area of the Site or any Surveys that you are not authorized to access.
- Do not use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract data.
- Do not send to or otherwise impact us or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware", "adware" or other code that could adversely impact the Site or any recipient or take any action, such as a denial of service attack, that might impose a significant burden on the Site's infrastructure or interfere with the ordinary operation of the Site.
- Do not re-post on the Site any statements you receive from the Panel Help Desk or Customer Support.
- Do not communicate with the Panel help desk in a manner which is obscene, vulgar, harmful, insulting, threatening, abusive, harassing, defamatory, libelous, untrue or misleading.
- Do not engage in any other activity that we may reasonably deem improper or abusive. Failure to comply with this Code of Conduct may result in termination of your member account.
Confidentiality of Surveys
Our Client may disclose confidential and/or proprietary information and materials to you as part of Surveys, and such information and materials shall remain the sole and exclusive property of its owner. This confidential information may include, but is not limited to, new product ideas or concepts, packaging concepts, advertising and movie or television concepts or trailers, and the text, visual images and sounds related thereto. By becoming a member, you agree that you will keep the contents and materials disclosed to you as part of all Surveys in which you participate confidential and not disclose them to any third party or use the confidential information for any purpose except for the sole purpose of completing the Surveys. If you breach this obligation, in addition to termination of your account, you may be liable for monetary damages to us and/or Our Client for damages caused by the result of your breach.
Member Content and License
You hereby give us a non-exclusive, perpetual, unlimited, worldwide, royalty-free right to use for any purpose any content you submit by participating in the Panel and or using the Site (e.g., your opinions, ideas and Survey responses), including the right to edit, copy, transmit, publish, display, modify, distribute, create derivative works from and develop such content and to transfer such content to third parties. You, not us, will have sole responsibility and liability for all content you use, upload, post or submit to the Panel or the Site, including on our message boards and in any Survey in which you participate, including the obligation to obtain any necessary approvals and authorizations required to post such content. By submitting such content to the Panel or the Site, you release us and Our Client and third-party partners from any use of such content in any form, including without limitation, for commercial use.
Panel Intellectual Property
You acknowledge that all materials on the Site, including the Site's design, graphics, text, sounds, pictures, software and other files and the selection and arrangement thereof (collectively, "Materials"), are the property of us, Our Client or its licensors, and are subject to and protected by Canadian, United States and international copyright as well as other intellectual property laws and rights. All rights not expressly granted to you are reserved by us, Our Client or its licensors. Except as expressly authorized by these Terms or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Toluna or the respective intellectual property rights owner. We authorize you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes.
The logo and trademarks "UTellUs," "UTellUs" are trademarks or registered trademarks of Our Client or its affiliates. All other trademarks, service marks, logos and trade names used on the Site are the property of Toluna or their respective owners and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of Toluna, Our Client, and/or its licensors. All rights are reserved.
Disclaimer of Warranties
By participating in the Panel and/or utilizing the Site, you acknowledge and agree that we are not a bank or any other kind or form of financial institution. We are not responsible for the actions of any third party, such as the issuers of any e-rewards, gift cards, vouchers or other rewards.
You expressly agree that your use of the Site and your member account is at your sole risk. You agree that the Site, all information on the Site, and the services offered by the Site and their functionality are provided by Toluna or its corporate parents or affiliates, successors or assigns, suppliers or agents, "AS IS" and "AS AVAILABLE." We are not responsible for typographical errors regardless of source. In addition, we do not represent or warrant that the information accessible on the Site is accurate, complete, or current. You hereby release Toluna and its affiliates and third-party providers from all liability regarding the redemption and use of any rewards, including any rewards that, after receipt, may be lost, stolen or destroyed. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE PANEL TERMS, TOLUNA AND ITS AFFILIATES OR AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS: (a) OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR USE, OF RESULTS, AND OF ACCURACY OR COMPLETENESS OR PRIVACY OR SECURITY OF INFORMATION; (b) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE FURTHER DISCLAIM ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED TO REASONABLE CARE, WORKMANLIKE EFFORT, FREEDOM FROM COMPUTER VIRUS, AND LACK OF NEGLIGENCE. WE FURTHER MAKE NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY ASPECT OF THE COMPLETE SITE, OR AGAINST INFRINGEMENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOLUNA AND ITS AFFILIATES OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE PANEL TERMS.
Limitation of Liability
TOLUNA AND ITS AFFILIATES OR AGENTS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO YOUR PARTICIPATION IN THE PANEL AND/OR THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (VII) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, TO THE FULLEST EXTENT ALLOWED BY LAW, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR GENERAL DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, LOSS OR IMPAIRMENT OF PRIVACY, SECURITY OR DATA, FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THE ENTIRE AGREEMENT OR THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY OR MISREPRESENTATION.
IN NO EVENT SHALL THE LIABILITY OF TOLUNA, ITS CORPORATE PARENTS OR AFFILIATES, SUCCESSORS OR ASSIGNS, SUPPLIERS OR AGENTS EXCEED THE ACTUAL RETAIL VALUE OF AN APPLICABLE REWARD AT ISSUE, OR IF A DISPUTE RELATES GENERALLY TO YOUR PARTICIPATION IN THE PANEL AND/OR USE OF THE SITE, TO THE FAIR MARKET RETAIL VALUE OF THE REWARDS WHICH YOUR UNUSED, UNEXPIRED, NON-CANCELED REWARDS ARE CONVERTIBLE INTO.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify and hold Toluna, and its parent and affiliated companies, together with their officers, directors, owners, employees and agents harmless from any and all claims, losses, damages, suits, fines, levy's and costs (including reasonable attorney's fees and expert witness costs, including costs associated with in-house counsel), (collectively "Claims"), arising from or related to your use of or conduct on the Site and any content you place on, submit to or transmit through the Site, your breach of these Panel Terms, your infringement or violation of any rights of another, or termination of your access to the Site, including Claims made by third parties. You agree that we have the unlimited right to defend any Claim and to settle any Claim without your prior permission. You agree to provide us with all reasonable assistance in the defense of any Claim.
You may be required under federal, state, and/or local laws to pay taxes on any rewards you may receive. You acknowledge that we may supply information to taxing agencies, or withhold taxes, at the request of those agencies or as we, in our sole discretion, deem appropriate. You acknowledge and agree that you will provide us any additional personal information, such as your Social Security number, that we need to comply with any reporting or withholding obligations. Your failure to provide such information within 30 days of a request that we sent to the email address registered at that time may result in the forfeiture of rewards you may have won.
Links; Third Party Websites
The Site may provide links to third-party websites as a convenience to you, and our providing of any link does not constitute an endorsement by such site by Toluna or vice versa. If you use these links, you will leave the Site. You agree that we are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You will use these links at your own risk. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that we are not in any way responsible for any such use by you. We expressly disclaim any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third-party website.
Without limiting the foregoing, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the use of the Site, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Toluna and its affiliates shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site.
Applicable Law and Exclusive Forum
These Panel Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of your participation in the Panel and/or use of the Site shall be governed by the laws of the State of Connecticut, U.S.A. without regard to its conflict of law provisions. Any disputes regarding such claims or arising under or related in any way to these Panel Terms or the Site shall be heard exclusively in the appropriate forum in Connecticut. You hereby consent to jurisdiction in a state or federal court sitting in Bridgeport, Connecticut and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Connecticut or federal law.
Notices to You: We may give you all notices that we are required to give by posting notice on the Site. You also agree that we may give notice by email in our discretion, including notice of subpoenas or other legal process (if any). We may provide notice to any email or other address that you provide during registration. You agree to keep your address current and to check for notices posted on the Site.
Notices to Us: We receive many emails and not all employees are trained to deal with every kind of communication, so you agree to send us notice by mailing it to Toluna USA, Inc., UTellUs, 21 River Road, Wilton, CT 06897, U.S.A. Attn. General Counsel. If a law requires us to accept email notice notwithstanding the foregoing, call us at +1 203-834-8585 for our address established for receipt of such notices.
Entire Agreement; Miscellaneous
You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to your participation in the Panel and/use of this Site or these Panel Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The "Disclaimer of Warranties" and "Limitation of Liability" provisions of these Panel Terms are for the benefit of Toluna and its affiliates as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Notice of Copyright Agent (Digital Millennium Copyright Act)
We respect the intellectual property rights of others and requests that you do the same. If you believe that your work has been reproduced in the Site in a way constituting copyright infringement, you may provide a notice to the designated Copyright Agent for the Site at email@example.com containing the following:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
- The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
- A representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you have a complaint, you may contact us at Toluna USA Inc., UTellUs, 21 River Road, Wilton, CT 06897, U.S.A. If you are a California resident, the Complaint Assistance Unit of the Division of Consumer Services of the Dept. of Consumer Affairs may be contacted at 400 R Street, Sacramento, CA 95814 or (800) 952-5210.
Last updated: December 2017