Camp-Spots PaidTo Review Agreement
This Agreement (the “Terms”) contains the exclusive terms and conditions between you and Camp-Spots and it governs your participation in user experience and usability studies (the “Reviews”). By submitting your review, you represent and warrant that you are 18 years of age or older and agree to abide by and to be bound by this Agreement. If you do not agree to all of the terms of this Agreement or if you are younger than 18 years old, you may not act as a reviewer for Camp-Spots.
1.1 Platform and Usability Paid Reviewing
Camp-Spots has developed a software platform and service (the “Platform”) that enables Reviewing clients to run User reviews (“Reviewers”) to perform and record reviews. The Platform, which includes Camp-Spots Screen Recorder, Camp-Spots, website, and mobile services.
- You will use Proprietary Information only as permitted by this Agreement
- You will provide us accurate information
- You will maintain certain equipment and accounts
- You will not communicate directly with clients
- You will maintain the confidence of all Proprietary Information you received during the course of your activities as a reviewer 1.2 Independent Contractor Status
You are acting as an independent contractor for Camp-Spots. Nothing in this Agreement will be construed to make you an agent, employee or legal representative of Camp-Spots. You will not be entitled to any benefits and you are solely responsible for your taxes.
1.3 Third-Party Beneficiary
Camp-Spots clients for whom you are conducting Usability of paid reviewing shall be considered third party beneficiaries of this Agreement to the extent that any act or omission by you causes any damage or liability to any such client, and such client shall have the right to enforce any provision of this Agreement.
2.0 OWNERSHIP AND PROPRIETARY RIGHTS
2.1 Proprietary Information
You acknowledge that in performing Usability Reviewing or otherwise performing your duties under this Agreement, you will be granted access to or may obtain, learn, or develop Proprietary Information, including but not limited to the Platform, Element(s), the existence of an Element, User Tests, text, software, scripts, code, designs, ideas, graphics, photos, sounds, music, videos, applications, interactive features, software, technology, know-how, algorithms, processes, testing procedures, structure, interfaces, specifications, documentation, inventions (whether patentable or not), patents, copyrights, trademarks, trade dress, service marks, and other intellectual property, as well as technical, business, product, marketing, and financial information, products, and data. You acknowledge and agree that Proprietary Information may be protected by applicable intellectual property and other laws.
2.2 Ownership of Proprietary Information
Camp-Spots shall solely own all right, title, and interest in and to all results of your Paid Review, including all video and audio recordings you create, conclusions, suggestions, comments, and any related reports made by you or in connection with your Paid Review under this Agreement (“Paid Review”). You hereby assign to Camp-Spots, for no additional consideration, any invention, work of authorship, mask work, idea, process, or know-how (whether patentable or not) that is conceived, learned, or reduced to practice in the course of performance under this Agreement and sole ownership of any related patent rights, copyrights (including moral rights, provided that non-assignable moral rights are waived), trade secret rights, mask work rights, and other rights. You agree to take any action reasonably requested by Camp-Spots, at Camp-Spots expense, to evidence, perfect, obtain, maintain, enforce, or defend such rights. Except as expressly provided in this Agreement, nothing provided in connection with Usability Review shall be construed as conferring any license under any of UserTesting, its clients’, or any other party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise.
2.3 Use of and Limited License to Proprietary Information
Subject to the provisions of this Agreement, UserTesting grants to you a personal, nonsublicensable, nonexclusive license to use Proprietary Information solely to conduct Usability Testing on behalf of UserTesting and its clients, and in accordance with any documentation or instructions supplied by UserTesting. Any underlying software, information, or Elements obtained by you in connection with Usability review are deemed to be a part of Proprietary Information and are subject to all the disclaimers, limitations, and restrictions in this Agreement relating to Proprietary Information. You agree to use Proprietary Information only in the ordinary course of testing, and you will not reproduce or modify the Proprietary Information or any underlying ideas, technology, related software, or portion thereof. You agree that you will not rent, sell, lease, or otherwise transfer or allow access to Proprietary Information or any part thereof or use such Proprietary Information for the benefit of a third party. You agree that you will not reverse engineer, disassemble, decompile, translate, adapt, or disassemble any software related to Proprietary Information, or otherwise attempt to discover any such software source code or underlying Proprietary Information. You agree that you will not remove or export any Proprietary Information or any portion or direct product thereof from the United States or the country in which you have agreed to perform Usability review.
3.0 REVIEWERS OBLIGATIONS
Any Proprietary Information related to Usability Reviewing is extremely confidential. By consenting to this Agreement, you agree to protect and to hold confidential any Proprietary Information provided, used, or arising in connection with Usability Reviewing. You agree that you shall not use or disclose (except as expressly authorized by this Agreement) Proprietary Information, unless such Proprietary Information becomes part of the public domain. Camp-Spots clients are third-party beneficiaries to this Agreement, which means that they may enforce these confidentiality obligations against you directly. In some cases, Camp-Spots clients may also require that you sign a Non-Disclosure Agreement directly with them. Without limiting these obligations, you specifically agree to keep in absolute confidence and not to disclose or discuss with anyone, even family members:
- any information about the Usability reviewing that you provide
- any information regarding any Elements which you are testing, have tested, or will test, including the fact that an Element exists
- any information about any Camp-Spots client
3.2 Reviewers Information
When you register with Camp-Spots to become a Reviewer or fill out questionnaires related to specific Usability Reviewing projects, you will be asked to provide information about yourself, which may include:
- personally identifiable information such as your name, email address or other contact information, and PayPal account information
- demographic information such as age, gender, education, employment status and hobbies
- other information that we may request to facilitate Usability.
You represent that the reviewing Information that you provide to Camp-Spots will be accurate and complete. You agree to promptly provide Camp-Spots with any applicable updates to the Tester Information. You agree that you will not allow anyone else to use your account and that you are liable for any actions through use of your account. You hereby give Camp-Spots permission to share your reviewed Information as follows:
- With the clients for whom you are a reviewer or a candidate to be a reviewer as necessary for those clients to receive the full benefit of Usability reviewing. For example, Camp-Spots does not provide your personally identifiable information to Camp-Spots clients unless provision of that information is necessary for a particular User review.
- With vendors and service providers retained in connection with the provision of Camp-Spots services.
- To an acquirer or merged entity as a result of an acquisition by or merger by Camp-Spots with a third party.
- As we believe in good faith to be appropriate: (i) under applicable law, including laws outside your country of residence; (ii) to comply with legal process; (iii) to respond to requests from public and government authorities; (iv) to enforce this Agreement; and (v) to protect the rights, privacy, safety, operations, or property of Camp-Spots, our clients, you, or others.