Conversational.ly Panel Membership Agreement

Effective Date: February 2019

CAREFULLY READ THE FOLLOWING AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CONVERSATIONAL.LY (THE "COMPANY"). THIS AGREEMENT, ALONG WITH THE CONVERSATIONAL.LY’S PRIVACY NOTICE (COLLECTIVELY, THIS "AGREEMENT"), GOVERNS YOUR MEMBERSHIP IN THE CONVERSATIONAL.LY DIGITAL PANEL (THE "PANEL"). BY CLICKING THE "AGREE" BUTTON AND JOINING THE PANEL, YOU AGREE TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

1. BACKGROUND

Conversational.ly, with a principal place of business at 1411 4th Ave Suite 1000, Seattle, WA 98101 ("Converational.ly" or "Company"), is a market research and consumer information firm, that manages panels of selected consumers for the purposes of understanding use of various digital devices (e.g., Windows and Mac computers, iPhones, iPads, iPod Touch, Android smartphones and Android tablets, Amazon Alexa enabled devices, Google Assistant enabled devices, and related services) (individually and collectively a "Device" or "Devices"), and to help Conversational.ly clients understand what motivates consumers to buy and use certain services, products as well as device features by observing behavior on such devices (the "Research"). Conversational.ly is an operating unit of Pulse Labs, Inc. This Agreement shall supersede and replace any prior Conversational.ly Panel Membership agreement you may have been a party to.

By providing your details and consenting to this Agreement (as defined below), you ("you", also referred to as the "Participant"), agree to take part in the Research and agree to have Conversational.ly’s proprietary software (the "Software") installed on your Device(s) (e.g., via the mobile application, the computer application, the browser plug-in or otherwise) as further set out below. The Participant acknowledges and agrees each Device may require separate Software to be installed (e.g., Software for a computer and Software for a mobile device).

2. MEMBERSHIP ELIGIBILITY/PROCESS

In order to be eligible to join the Panel, you must meet ALL of the following requirements:



Then, complete the enrollment form.

3. RESEARCH PERIOD

The Research period begins from the moment Participant accepts this Agreement and installs the Software on any Device. The Research period lasts until the Participant unsubscribes or removes the Software from all Devices or Conversational.ly terminates this Agreement. The Participant may at any time during the Research period cancel his or her membership by removing the Software (and if you have any difficulty removing the Software, please contact us and we will assist you). Until the Software is disabled or uninstalled, data will continue to be provided to Conversational.ly.

4. USING THE SOFTWARE

You must install the Software on one or more eligible Devices that are identified during the membership enrollment process. Please note that you may install the Software only on the Devices which you own or have the right to use and install Software on. Data from the registered Device will be sent to Conversational.ly’s collections server on a regular basis as further described in Section 7.1. Regular Software updates will be pushed to the Participant by Conversational.ly. If the Software is not updated, then the Participant may not be eligible to continue membership in the Panel and all participation incentives will no longer be provided.

Restrictions. The Software is licensed to you and by installing the Software you agree to the terms in this Agreement. Conversational.ly grants you a limited, non-exclusive and nontransferable license to use the Software for your personal, non-commercial use in order to participate on Panel(s). You agree that you will not distribute, modify or copy the Software or disassemble, decompile, reverse engineer, or otherwise attempt to derive source code from the Software. The Software shall be deemed to be "commercial computer software" pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and any accompanying documentation to or by the U.S. government shall be restricted in accordance with such DFAR and FAR Sections and governed solely by the terms of this Agreement. Contractor/Manufacturer is Conversational.ly. You agree to remove the Software from your Device if your participation is terminated by Conversational.ly or by you.

Some jurisdictions do not allow limitations on implied warranties, so the above limitation or portions thereof may not apply to you.

Copyright. The Software is protected by United States copyright laws, international treaty provisions, and other laws. You may not use, copy, display, modify or distribute the Software or any accompanying documentation except in strict accordance with this Agreement.

Software Updates. You understand and agree that the Company may, from time to time, automatically update the Software in order to modify and/or supplement the type of data it tracks and to fix errors and you agree that the Company may do so without providing notice to you.

5. NETWORK CHARGES

Participation in the Research may involve transmission of data through Participant's service provider's network in the case of mobile Devices. Participant's network service provider may charge for such data transmission. The Participant is responsible for any and all costs related to the use of the Device. The data traffic may incur a monthly telecommunication cost for which the Participant shall be solely responsible. The fee charged depends on the Participant's mobile operator.

Conversational.ly assumes no responsibility for the payment of any communications charges incurred due to participation in the Research with any Devices.

6. AVAILABILITY

Conversational.ly may choose to exclude or remove Participants or discontinue the Research or any part thereof in its sole discretion. In such case you will be provided with a prior notification by email or any other reasonable method. If Conversational.ly reasonably believes that you are under 18 years of age then your participation in the Research may be denied or terminated at any time without notice.

7. CONSENT TO PROCESSING OF PERSONAL DATA

THE CONVERSATIONAL.LY PRIVACY NOTICE FORMS PART OF THIS AGREEMENT AND SETS OUT IMPORTANT ADDITIONAL INFORMATION REGARDING YOUR RIGHTS. IT IS IMPORTANT THAT YOU FAMILIARIZE YOURSELF WITH THE CONTENT OF THIS PRIVACY NOTICE PRIOR TO ACCEPTING THESE TERMS.

8. UNINSTALLING THE SOFTWARE

If you uninstall the Software from any Devices Conversational.ly will be alerted that you have chosen to opt-out of the Panel and you shall no longer be eligible for any participation incentives. If you want to remain as a Participant of the Panel, you would need to re-install the Software in at least one Device. In addition, the Software may also push a notification to you in order to check if the Software is still running on the Device(s). It is up to you whether or not to re-install the Software and remain in the Panel. You must also follow all procedures in order to completely uninstall the Software and any services from your device. If you do not disable or uninstall the Conversational.ly Software, data will continue to be sent to Conversational.ly collection servers. If you choose not to re-install the Software so that none of Devices have the Software installed, you will no longer remain in the Panel.

YOU EXPLICITLY AGREE THAT ON PANEL ENROLLMENT AND INSTALLATION OF THE SOFTWARE, CONVERSATIONAL.LY WILL HAVE THE RIGHT TO PROCESS AND ANALYZE THE COLLECTED MEMBERSHIP AND USAGE DATA AS SET OUT IN CONVERSATIONAL.LY’S PRIVACY NOTICE, AND THAT CONVERSATIONAL.LY WILL HAVE THE RIGHT TO MAINTAIN MEMBERSHIP DATA AND RECEIVE AND PROCESS USAGE DATA FOR THE PURPOSES SET OUT IN THIS AGREEMENT AND PRIVACY NOTICE.

9. OTHER RESEARCH PROGRAMS

Conversational.ly may invite Participants to attend additional research programs related to the use of Devices and this Research. These programs request additional market research information to help us better understand specific types of usage. Your participation in such a program is always voluntary, and you therefore have a choice whether to provide the requested program information. These programs may involve additional incentives for participation. Participation in these additional programs does not constitute a condition of continuation of your Membership in our Research Panel nor is the participation to such programs considered mandatory for the purposes of this Research.

You may be invited to join additional research programs also outside the period of this Research.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

YOU ASSUME THE ENTIRE COST OF ANY COST, DAMAGE, LOSS, LIABILITY OR EXPENSE RESULTING FROM YOUR USE OR EXPLOITATION OF THE SOFTWARE (INCLUDING ANY TELECOMMUNICATION CHARGES). THE SOFTWARE IS SUPPLIED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND ITS REPRESENTATIVES HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EACH OF THE COMPANY AND ITS REPRESENTATIVES MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR- OR BUG-FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT YOU WILL ACHIEVE ANY PARTICULAR OR DESIRED RESULT BY USING IT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, THIRD PARTY CLAIMS, OR OTHER LOSS) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, YOUR USE THEREOF, THE DATA THEREBY COLLECTED, OR THIS AGREEMENT, WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE, EVEN IF THE COMPANY OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S OR ITS REPRESENTATIVES TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED $50.

11. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Conversational.ly from and against any and all claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) your breach of this Agreement, (ii) your infringement or violation of any intellectual property and (iii) misuse of the Software.

12. MISCELLANEOUS

Agreement Changes. In the event Conversational.ly may seek to amend this Agreement, Conversational.ly will provide you with prior written notice (for example such notice may be given by way of e-mail message). Should you not agree to the proposed amendment you are free to discontinue your Membership in the Panel and the Research in which case you should immediately uninstall the Software and follow the instructions on the Panel Member Site. Continued use of the Software after the effective date of the amendment will be deemed to be your acceptance of this Agreement as amended according to the written notification.

Conflicts/Post Termination. This Agreement shall neither exclude nor limit any of your mandatory rights as a consumer. If there is any conflict between this Agreement and any Privacy Notice, the provisions of this Agreement shall prevail. The provisions of this Agreement that are intended to survive termination shall remain valid after any termination.

Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. ALL PARTIES TO AND DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON.

Assignment. You shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written approval of the Company. The Company may assign this Agreement, and its rights and obligations hereunder, to any third party without your consent or notice to you. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

Severability. If any provision contained herein is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. In any event, the remaining provisions shall be enforced.

Geographic Scope. The Company intends that only residents of the United States participate. If you access the Software from another country, are responsible for ensuring compliance with any local law and the Company makes no representations that the Software is appropriate or available for us in other countries. f any provision contained herein is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. In any event, the remaining provisions shall be enforced.

Entire Agreement. This Agreement is the entire agreement between you and the Company with regard to the subject matter hereof and supersedes any and all prior communications with respect thereto.

13. CONTACTS

For any questions and requests concerning your personal data, please contact support@conversational.ly.

THANK YOU - WE APPRECIATE AND VALUE YOUR PARTICIPATION!