This Terms of Use describe
the terms and conditions applicable to your use of our services at Brand
Institute. If you do not agree to these terms and conditions, please do not use
this site. We reserve the right to change, modify, add or remove portions of
these terms at any time, at our sole discretion. If you continue to use the
site after we have posted changes to the terms, it means you have accepted
those terms.
1. Acceptance of User
Agreement
This User Agreement (this
"Agreement") applies exclusively to your access to, and use of, BI's
Web site at www.brandinstitute.com (the
"Site") and the services provided by BI on the Site, including BI's Online
Panel (the "Service"). The Site, the Service, and any other services BI
provides on the Site are referred to in this Agreement collectively as the
"Services."
Please read this Agreement carefully. BI is only willing to make the Services
available to you if you accept and abide by the terms of this Agreement. By
accessing or using the Services, you enter into a binding legal agreement
between you and BI, consisting of this Agreement and all terms, policies, and
guidelines referenced in this Agreement. If you do not agree to any provision
of this Agreement, you should not access or use the Services.
2. The Service
The Service allows persons
who meet its eligibility requirements to register for its user panel (the
"Panel"). Panel members may participate in surveys on the Site.
3. Service Eligibility
The Service may be used
only by persons 18 years of age or older.
BY ACCESSING OR USING THE
SERVICE, YOU REPRESENT AND WARRANT THAT YOU MEET THE ELIGIBILITY REQUIREMENTS
AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO, AND ABIDE BY, THE TERMS OF THIS
AGREEMENT.
4. Fees for the Service
There is no fee to participate
in the Service. BI may, in its sole discretion, elect to charge fees for
participating in the Service, or to use or access any other Services, at any
time. If it does, it will update this Agreement to reflect such fees.
5. 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 BI may make available from time to time. In the event of
your noncompliance, fraud or other inappropriate activity (as determined by BI
in its sole discretion), BI may cancel or invalidate your accounts,
registrations, or restrict, block, limit, and prevent your access to and use of
the Services and, further, all incentives and rewards shall be subject to
forfeiture. Without limiting the generality of the foregoing, the following
requirements apply to your use of the Services:
Non-Use and
Nondisclosure. Information and content made available to you in the Service may
contain trade secrets or other confidential or proprietary information of BI's
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 Service. You must not use any
such information or content for any purpose other than your participation in
the Service in accordance with this Agreement. You hereby agree to notify BI
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.
Registration
Information. 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 BI, 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.
Multiple Accounts. You may have only one
active account at any time. Only one account per mailing address is allowed.
Multiple accounts for any person or mailing address are subject to termination
and forfeiture of all incentives and rewards.
Compliance with Laws. You must at all times
comply with all applicable laws, rules, regulations, and orders, and not cause BI
to violate any laws, rules, regulations, or orders.
Good-Faith
Participation. 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 Service. You will not provide false or misleading data,
including without limitation, survey responses that are inconsistent with prior
responses or statistically improbable.
Appropriate
Communications. If you communicate with HelpDesk or other Brand
Institute 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.
User Content. You may provide
information to BI in connection with your participation in market research or
otherwise in connection with the Service, including survey responses, ideas,
feedback, or other information or content ("User Content"). If you
provide any User Content, unless BI expressly indicates otherwise, you grant BI
and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and
fully sublicensable right to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display such User Content
throughout the world in any media, without acknowledgement or compensation to
you.
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 that:
Is unlawful, libelous, defamatory, obscene, pornographic,
indecent, lewd, suggestive, harassing, threatening, invasive of privacy or
publicity rights, abusive, inflammatory, false, inaccurate, misleading,
fraudulent, or impersonates or misrepresents an affiliation with any person or
entity;
Would violate an obligation of confidentiality or the rights of
any person or entity, or that would otherwise create liability or violate any
local, state, national, or international law, including, without limitation,
the regulations of the U.S. Securities and Exchange Commission or any rules of
a securities exchange such as the New York Stock Exchange, the American Stock
Exchange, or the NASDAQ;
May infringe any patent, trademark, trade secret, copyright, or
other intellectual or proprietary right of any person or entity;
Contains any private information of any person or entity,
including, without limitation, addresses, phone numbers, email addresses,
Social Security numbers, and credit card numbers;
Contains any viruses, corrupted data or other harmful, disruptive,
or destructive files or information; or
In the sole judgment of BI, is objectionable, does not reflect
your good faith efforts to be responsive to survey or market research
questions, or which may expose BI or its licensors or suppliers to liability of
any type.
6. Copyright and Limited
License
The Services and all
content and other materials contained on or within the Services, including,
without limitation, the Brand Institute logo, and all information, content,
designs, text, graphics, information, data, software, other files, and the
selection and arrangement thereof (collectively, the ("Content"), are
the proprietary property of BI and its suppliers and licensors and are
protected by U.S. and international copyright laws.
If you comply with all the terms and conditions of this Agreement, BI grants
you a limited, revocable, non-transferable, and non-exclusive license to access
and use the Services, solely for your personal, non-commercial purposes. Except
for those rights expressly granted in this Agreement, no other rights are
granted, either express or implied, to you under this Agreement. Unless
explicitly stated in this Agreement, nothing in this Agreement will be
construed as conferring any license to intellectual property rights, whether by
estoppel, implication or otherwise. This license is revocable at any time.
Any use of the Services or any Content other than as specifically authorized in
this Agreement, without the prior written permission of BI, is strictly
prohibited and will terminate the license granted in this section. Unauthorized
use may also violate applicable laws and regulations, including, without
limitation, copyright and trademark laws and applicable communications
regulations and statutes, and the rights of BI and of third parties.
7. Trademarks
Brand Institute, the Brand
Institute logo and any other product or service name or slogan contained in any
Content or otherwise within the Services are trademarks of BI and its suppliers
or licensors, and may not be copied, imitated or used, in whole or in part,
without the prior written permission of BI or the applicable trademark holder.
All other trademarks, registered trademarks, product names and company names or
logos mentioned in the Services or in any Content are the property of their
respective owners. 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 BI.
8. Trademarks
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. BI, 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 BI 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 BI 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.
9. Limitation of Liability
NEITHER BI NOR ANY OTHER
PROVIDERS WILL 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 BI 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. 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.
10. Indemnification
You will indemnify and
hold harmless BI 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.
11. Third-Party Content
The Services may contain
links or references to information, content, and services provided by third
parties (collectively, "Third-Party Content") as a service to those interested
in this information. BI does not monitor or have any control over any
Third-Party Content. BI does not endorse or adopt any Third-Party Content and
can make no guarantee as to its accuracy or completeness. BI undertakes no
responsibility to update or review any Third-Party Content, and does not
represent or warrant the accuracy of any information contained in any Third
Party Content. You use any Third Party Content contained therein at your own
risk.
12. Privacy
BI may collect
registration and other information about you through the Services. Please see
the Brand Institute
Privacy Policy, for information regarding BI's
collection, use, and disclosure of this information.
13. Feedback
You acknowledge and agree
that any questions, comments, suggestions, ideas, feedback, original or
creative materials, or other information or content provided by you to BI, to
the extent it is not User Content, will become the sole property of BI. BI 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 BI a perpetual and
irrevocable license to use such information and content for any purpose.
14. Independent Contractors
You and BI 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.
15. General
Termination
Notwithstanding any
term of this Agreement, BI 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, to delete any Panel registrations or other
accounts and to restrict, block, limit, and prevent your access to and use of
the Services. Any termination or other action by BI described in this paragraph
will not limit any other remedies BI may have against you at law or equity.
Updates to this Agreement
BI may update this
Agreement from time to time. When it does, it will revise the "last
updated" date on this Agreement. You are responsible for reviewing the
most recent version of this Agreement frequently and for remaining informed
about any changes to it. By continuing to use the Services, you consent to any
updates to this Agreement.
General Legal Notices
By accessing or using
the Services, you consent to receiving electronic communications from BI. 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 BI sends to you electronically will
satisfy any legal communication requirements, including any requirement that
communications be in writing.
BI's 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.
This Agreement is governed by the laws of the State of Washington, 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
This Agreement, including all terms, policies, and guidelines referenced in
this Agreement, is the entire agreement between you and BI concerning the
Services. This Agreement supersedes all prior agreements or communications
between you and BI regarding the subject matter of this Agreement.
Contacting BI
BI is committed to
working with our panel members and web site visitors to answer any questions
related to our Terms of Use. Please send us your questions or comments
regarding our Terms of Use by e-mailing
us or
send a letter to:
BI Online
Panel
Privacy Compliance Coordinator
Brand Institute
BI is happy to respond to all questions and comments.