These General Terms and Conditions ("Terms and Conditions", "GTC") govern the contract concluded with Userbrain GmbH ("us", "we" or "our") on the website https://www.userbrain.com regarding the utilisation of user tests ("Service(s)").
Please read these General Terms and Conditions carefully before concluding the contract and/or using the Service.
Your access to and use of the Service requires that you accept and comply with the present Terms and Conditions. These Terms and Conditions apply to all contracting parties, visitors, users and others who access or use the Service.By concluding the contract or accessing or using the Service, you agree to these Terms and Conditions. If you do not agree to any part of the Terms and Conditions you may not conclude the contract and/or access the Service.
Some parts of the Service will be billed on a subscription basis ("Subscription(s)"). Bills will be issued in advance on a recurring and regular basis ("Billing Cycle"). The Billing Cycles shall be fixed either on a monthly or a yearly basis depending on the type of Subscription plan you choose when buying the Subscription.
At the end of each billing period your Subscription will automatically be renewed under the same Terms and Conditions unless you or we cancel the Subscription. You may either cancel your Subscription via your online account management service or by contacting the Userbrain Customer Support (in this respect see also Cancellation below).
Depending on the type of Subscription you will be assigned a certain number of testers for tests ("Quota") per month or year. As long as the contract is in force and effect, you may use and consume an unconsumed Quota whenever it suits you. If you cancel your Subscription, you may use and consume your remaining Quota before the end of the Subscription term. Once the term of the Subscription has ended, any unconsumed Quota shall become forfeited irrevocably without any entitlement to compensation. This does not apply to Credits that you buy separately in addition to a Subscription; such Credits will not become forfeited upon cancellation.
For processing the payment for your Subscription, a valid method of payment, including, without limitation, credit card or PayPal, is necessary. You must provide us with correct and accurate billing data, such as name, address, state, postal code and phone number, and a valid payment method. By forwarding such payment details, you automatically authorise us to deduct any Subscription Fees payable in connection with your account via those means of payment.
If, for any reason, automatic billing should fail, we shall issue an electronic bill asking you to manually pay the full amount due for the billing period stated on the bill within a certain period.
Free trial version
At our sole discretion, we may offer a Subscription with a free trial phase for a limited period of time ("Free Trial Phase").
You may have to enter your billing data in order to register for the free trial version.
If you enter your billing data when registering for the Free Trial Phase, we will charge you the costs only after the Free Trial Phase has ended. In that case, unless you have cancelled your Subscription, you will be automatically charged with the respective Subscription Fees for the type of Subscription chosen by you on the last day of the Free Trial Phase.
We reserve the right to (i) change the Terms and Conditions of the free trial offer or (ii) discontinue the free trial offer at any time.
We may change the fees for the Subscriptions ("Subscription Fees") at our sole discretion and at any time. Any change of the Subscription Fees shall become effective upon the end of the current billing period.
We will notify you of any change of the Subscription Fees by giving reasonable notice in order to allow you to cancel your Subscription before the change will enter into force.
Your continued use of the Service after entry into force of the change of the Subscription Fee shall be deemed your consent to payment of the changed Subscription Fee amount.
We may examine certain applications for refund for Subscriptions on a case-by-case basis and grant them at our sole discretion.
Our Service allows you to post, link, save, share or otherwise make available certain information, texts, graphics, videos or other materials ("Content"). You yourself shall be responsible for the Content you upload to the Service, in any area and to any extent, from lawfulness to expediency.
By uploading Content to the Service you shall grant us the right, the licence, and any other necessary rights to use, change, execute, display, reproduce and disseminate such Content within and via the Service. This does not mean that you shall lose your right to Content that you submit, publish or display within or via the Service; rather, you shall remain responsible for the lawfulness and protection of those rights.
You represent and warrant that: (i) you hold the relevant rights to the Content (you are the owner of the same or have the right to use it and to grant us the rights and licences provided for in these Terms and Conditions) and (ii) the publication of your Content within or via the Service does not infringe upon the data protection rights, publication rights, copyrights, contractual rights or other rights of a person or any other laws.
If you create an account with us, you must provide information to us that is correct, complete and up to date. If you fail to do so, this will constitute a violation of these Terms and Conditions, which may result in immediate termination of your account with our Service.
You are responsible for the protection of the password you use for accessing the Service, and for any and all activities or actions carried out under your password, irrespective of whether your password belongs to our Service or to a third-party service.
You must not pass on or disclose your password to third parties. You must immediately notify us if and when you learn about a breach of security or any unauthorised use of your account.
During the term of the contractual relationship and for an unlimited period of time thereafter, we undertake to keep secret all trade secrets and business secrets of the client and in general all operational and business matters of the client, and to use them exclusively for purposes of ours. Business secrets shall mean all business-related facts of a technical or commercial nature which become known to us in the course of your work for us, and all confidential business and/or operational processes and structures.
We and our licensors shall retain exclusive title to the services and the Service (except for the Content provided by users), features and functions. The Service is protected by copyright law, trademark law and other laws both in Austria and abroad. Our trademarks and brands may not be used in connection with a product or service unless we haven given our prior written consent.
Links to Other Websites
Our service may contain links to third-party websites or services that are not owned or controlled by us.
We have no control over the content, privacy policies or practices of third-party websites or services and assume no responsibility for them. You also acknowledge that we are not responsible or liable, neither directly nor indirectly, for any damage or other disadvantages caused by or allegedly caused by or related to the use of or the reliance on Content, goods or services available on or via such websites or services.
We strongly recommend that you read the terms and conditions and privacy policies of all websites or third-party services you visit.
We may terminate or suspend your account immediately and without prior notice or liability, in particular if you violate the present Terms and Conditions.
You may terminate your account at any time via your Userbrain dashboard or by sending a message to email@example.com. Upon termination, the contract shall be mutually dissolved with immediate effect. Even after termination of the contract, you shall continue to be obliged to fully comply with all parts of the contract which can be reasonably taken to survive the validity of the contract and be bound by these Terms and Conditions.
After termination you may not be able to fully use certain Services of the Platform or access the Platform.
If you cancel your Subscription, you may use and consume your remaining Quota until the end of the Subscription term. Once the term of the Subscription has ended, any unconsumed Quota shall become forfeited irrevocably without any entitlement to compensation. This shall not apply to Credits that you buy separately in addition to a Subscription; such Credits shall not become forfeited upon cancellation.
Limitation of liability
Neither we nor our directors, employees, partners, representatives, suppliers or affiliates are liable for direct or indirect damage, accident or consequential damage, including, without limitation, lost profit, loss of data, loss of use, reduced goodwill or other intangible losses resulting from (i) your access to the Services or use of the same or the impossibility of accessing the Services or using them; (ii) the behaviour or Content of third parties within the Services; (iii) any Content received via the Service; and (iv) unauthorised access, use or alteration of your transmissions or Content, independent of whether they are based on warranty, contract, tort (including negligence) or law, independent of whether or not we were informed about the possibility that such damage may occur, and even if it turns out that an appeal defined herein has failed to achieve its material purpose.
We put testers, who are independent and self-employed contractors, under an obligation to maintain comprehensive secrecy by them agreeing to the GTC (retrievable from https://tester.userbrain.com/terms) in Clause 8 as follows: "You agree that all Tests are confidential and that you will treat all Tests in the same way you would treat your own confidential information. You agree that you will not use, disclose or otherwise make known to third parties any Tests, recordings, or any associated information, unless such information is publicly known or Userbrain has expressly permitted you to do so. This obligation shall apply during and, for an unlimited period of time, also after the end of the contract term. In the event of a violation of the obligation to maintain secrecy, the User undertakes to pay a contractual penalty in the agreed lump sum of USD 5,000, which shall be irrespective of fault and independent of whether a specific damage has been caused or not. Such contractual penalty shall become due for payment at the time at which Userbrain obtains knowledge of the violation. Additional claims for damages or other claims of Userbrain or third parties shall remain unaffected thereby. The reasonableness of this contractual penalty is expressly recognised and shall be subject to no judicial right of reduction. You hereby agree to sign a separate non-disclosure agreement in the event that Userbrain or a client of Userbrain asks you to do so." For practical reasons, we cannot monitor actual compliance with this obligation by the tester and insofar are unable to assume any liability therefor. In the event of a non-compliance by the tester, the client shall seek direct indemnification from the tester.
We will do our best to recruit suitable testers for the selected target group as soon as possible. However, we cannot guarantee that we will provide you with testers, especially if you use your own selection criteria using the "Screening Feature".
You shall use the Service at your own risk. The Service is provided without any express or implied warranty, including, without limitation, implied warranties of usefulness or fitness for a particular purpose, the non-infringement of rights of third parties, etc.
We, our subsidiaries, affiliates and licensors do not warrant that (a) the Service will be available without interruption, reliably or at a specific point in time or at a specific place; (b) errors or defects will be remedied; (c) the Service will be free from viruses or other harmful components; or (d) the results of the use of the Service meet your requirements.
Applicable law; Place of jurisdiction
These Terms and Conditions shall be governed by the laws of Austria; the conflict of laws rules shall be excluded.
Any disputes arising out of or in connection with this contract, including the issue of valid conclusion, existence or non-existence, and any avoidance or challenge of this agreement, shall be exclusively settled by the court in Graz, Austria, having jurisdiction over the subject matter.
Terms and Conditions; Changes
We may modify or amend these Terms and Conditions at any time. If we modify or amend these Terms and Conditions, we will update this page and state the date of the last modification or amendment. Prior to the modification or amendment, we will inform you by email about the same and your response options and their consequences. The modification or amendment will enter into force 30 days after the notification of the modification or amendment was sent, unless a written objection is made before the end of that period, which will lead to termination of the contract. Accordingly, if you do not object in due time and in the required form, you will agree to the modification or amendment. If you object in due time and in the required form, the objection will be considered notice of termination including the consequences stated under this Clause.
If you have any questions regarding these Terms and Conditions, please do not hesitate to contact us at firstname.lastname@example.org.