Privacy Policy

This privacy policy (this “privacy policy”) describes how UserZoom collects, handles, secures, shares and uses the personal information and data you provide to us through your access and/or use of our Website (as defined below) and the services and content offered through it. It also describes the choices available to you regarding our use of your personal information and how you can access and update this information. We will share your personal information with third parties only in the ways that are described in this privacy policy, unless we obtain your consent otherwise, or otherwise required by applicable law. The use of information collected through our website at https://learn.userzoom.com or any of its subdirectories (collectively, our “Website”) shall be limited to the purpose of providing you with access to our Website and the content contained therein, and/or the services offered via our Website, as applicable.

Except where otherwise noted, this privacy policy applies to the products and services offered by us to you, including access to our Website and the content contained therein. We refer to such products and services collectively as the, or our, “services” in this privacy policy. Some of our services may have supplementary privacy policies which explain in more detail our specific privacy practices in relation to those services. Unless otherwise noted, our services are provided by User Zoom, Inc. inside of the United States & Asia, and by UserZoom Ltd, UserZoom GmbH and UserZoom Technologies, Inc. outside of the United States, all of which are owned by UserZoom Technologies, Inc. (collectively, “UserZoom”, “we”, “our” or “us”).

UserZoom Technologies, Inc. (including its parent/subsidiary company(ies), such as User Zoom, Inc., UserZoom Limited, UserZoom GmbH) participates in and has certified its compliance with the EU-U.S. and Swiss-US Privacy Shield Framework (“Privacy Shield Framework”).  We are committed to processing all personal data received from European Union (EU) member countries and Switzerland, in reliance upon the Privacy Shield Framework, in accordance with the Framework’s applicable Principles.  To learn more about the Privacy Shield Framework, visit the U.S. Department of Commerce’s Privacy Shield List at  https://www.privacyshield.gov/list.

We are responsible for the processing of personal data we receive, under the Privacy Shield Framework, and may subsequently transfer such data to a third party acting as an agent on our behalf.  We comply with the Privacy Shield Principles for all onward transfers of personal data from the EU and Switzerland, including the onward transfer liability provisions thereunder.

With respect to personal data received or transferred pursuant to the Privacy Shield Framework, we are subject to the regulatory enforcement powers of the U.S. Federal Trade Commission.  In certain situations, we may be required to disclose personal data in response to lawful requests by public authorities, including meeting national security or law enforcement requirements.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at  https://feedback-form.truste.com/watchdog/request.

Under certain conditions, more fully described on the Privacy Shield website, you may be entitled to invoke binding arbitration when other dispute resolution procedures have been exhausted.

Information we collect

We collect the following personal information from our clients:

Information we collect directly from you

• Account information. When we create your account, we collect your username, password, email address, first and last name. When you add new users to your account, we collect the same information for all such additional users.

• Account settings. You can set default preferences in your account.

• Other data you intentionally share. We may collect your personal information or data if you submit it to us in other contexts (i.e., via a different channel or method).

Information we collect about you from other sources

• Usage data. We collect usage data about you whenever you interact with our services. This may include which webpages you visit, what you click on, when you performed those actions, and so on. Additionally, like most websites today, our web servers keep log files that record data each time a device accesses those servers. The log files contain data about the nature of each access, including originating IP addresses.

• Device data. We collect data from the device and application you use to access our services, such as your IP address and browser type. When you download and use our Services, we automatically collect information on the type of device you use and operating system version. We may also infer your geographic location based on your IP address. We collect this location-based information for purposes of providing the services hereunder.

• Referral data. If you arrive at a UserZoom website from an external source (such as a link on another website or in an email), we record information about the source that referred you to us.

• Information from page tags. We use third party tracking services that employ cookies and page tags (also known as web beacons) to collect data about visitors to our websites. This data includes usage and user statistics.

How we use your personal information

We treat your study questions, responses and data as information that is private to you. We do not sell your survey data to third parties.

We use the information we collect from you in connection with our provision of the services to you, including as follows:

• To provide you with our services.

  1. This includes providing you with customer support, which requires us to access your information in order to assist you (such as assistance with study design and creation, or technical troubleshooting).

• To manage our services. We internally use your information for the following limited purposes:

  1. To monitor and improve our services and features. We internally perform statistical and other analysis on information we collect (including usage data, device data, referral data, and information from page tags) to analyze and measure user behavior and trends, to understand how people use our services, and to monitor, troubleshoot and improve our services.

  2. To assist with the enforcement of our Terms of Use.

  3. To prevent or stop potentially illegal activities.

  4. To screen for undesirable or abusive activity.

• To create new services and features.

• To contact you about your subscription to our services or your account We occasionally send you communications (e.g. service-related announcements, billing-related matters, changes to our services or policies, a welcome email when you first register). You can’t opt out of these basic communications since they are required in order for us to provide our services to you.

• To contact you for marketing purposes (if you opt in).

Communications you may receive - Newsletters

If you wish to subscribe to our newsletter(s), we will use your name and the email address provided to send the newsletter to you. If you wish to no longer receive these emails you may follow the unsubscribe instructions contained in each of the email communications you receive or contact us directly at privacy@userzoom.com.

Communications you may receive - Service-related announcements

We will send you strictly service-related announcements on occasion when it is necessary to do so. For instance, if our services are temporarily suspended for maintenance, we might send you an email.

Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option of deactivating your account.

Service providers

We use other third parties such as an email service provider to send out emails, provide audio and/or recording capabilities, and provide cloud-computing infrastructure (i.e., datacenter services) on our behalf. When you sign up for our services, we will share your personal information only as necessary for such third parties to provide the relevant services. We will also use such information to administer your account.

The third parties we currently rely on (as of the “effective date” set forth above) in our provision of the services, are:

Data processing by these third parties is covered by the provisions in this privacy policy regarding notice and choice, as well as in the relevant service agreements with our Clients.

Access to your personal information and choice

UserZoom acknowledges that you have the right to access your personal information. Upon request UserZoom will provide you with information about whether we hold any of your personal information. If your personally identifiable information changes, or if you no longer desire our service, you may choose to correct, update, delete/deactivate or access it by emailing us directly at privacy@userzoom.com. We will respond to your request within a reasonable timeframe, not to exceed 30 days.

When you enroll in, take and/or complete a course offered through our UserZoom Academy website (located at https://learn.userzoom.com), you may receive related electronic communications such as a course enrollment confirmation or a course completion notification. These communications are managed directly by our team that manages the UserZoom Academy website. In order to opt-out from such communications, you can click the “Unsubscribe” button located in the footer of each such communication. In case you encounter any issues doing so, please do not hesitate to contact us at privacy@userzoom.com.

We will retain your information for so long as your account is active or as needed to provide you with the services under the relevant service agreement. Please note that we will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Data Protection Officer (DPO)

In compliance with 2016/679 of the European Parliament (General Data Protection Regulation - GDPR), we have appointed a Data Protection Officer (DPO) who is responsible for any privacy and data protection concerns related to UserZoom, and who can be reached at security@userzoom.com.

Legal disclosures and business transfers

We will share your personal information with third parties only in the ways that are described in this privacy policy unless we obtain your consent otherwise, except in the following instances: (i) as required by law, (ii) in response to lawful requests by public authorities, including to meet national security or law enforcement requirements, or (iii) when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on us in connection with the services, (iv) to respond to any other government-related request, (v) to protect our rights and interests (including without limitation, for our own safety), (vi) to protect your interests (including without limitation, for your safety), (vii) to protect the interests of others (including without limitation, for the safety of others, or (viii) to investigate alleged or actual fraud, misrepresentation or other misconduct.

If UserZoom is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or via a prominent notice on our website at www.userzoom.com (“Website”) of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.

Data retention

UserZoom will retain personal data we process on your behalf for as long as needed for purposes of fulfilling our obligations under the relevant service agreement with you (including for our provision of the services to you thereunder). UserZoom will retain and use the personal information described in this privacy policy as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, in accordance with this privacy policy.

Data security

The security of your personal information is important to us. We follow industry best practices to protect the personal information submitted to us, both during transmission and once we receive it. We also comply with the security requirements of 2016/679 of the European Parliament (General Data Protection Regulation - GDPR), that regulates our processing of personal data. These security measures include:

• Data encryption both at rest and in transit

• Continuous infrastructure monitoring

• Periodic internal vulnerability scans

• Secure backup policy and Disaster Recovery Plan

• Internal risk assessments

• SOC2 certification

No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about how we ensure the security of your personal information, please contact us at security@userzoom.com.

Tracking technologies

UserZoom and its partners use cookies or similar technologies to analyze trends, administer the services, track users’ movements around the Website and with respect to their use of the services, and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies on an individual as well as aggregated basis, for purposes of providing the services to you, to improve the services and our provision thereof, and/or improving our clients’ (including your) overall experience and engagement with our services.

In particular, we use Google Analytics in order to perform the above. In the event you do not wish to be tracked by the Google Analytics tool we employ, you can go to the following link in order to install a browser extension to prevent the collection of such tracking data: https://tools.google.com/dlpage/gaoptout/.

We also use cookies to remember users’ settings (e.g. language preference), for authentication. Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our services, but your ability to use some features or areas of our services may be limited.

Log files

As is true of most websites, we use a third party tracking-utility partner to gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.

Links to other Web sites

Our Site includes links to other websites whose privacy practices may differ from ours. If you submit personal information to any of those other websites, your information will be governed by their privacy policy. We encourage you to carefully read the privacy policy of any website you visit.

Notification of privacy statement changes

We may update this privacy policy from time to time, in order to reflect changes to our information practices. If we make any material changes we will notify you either by email (sent to the e-mail address specified in your account) or by means of a notice our Website by updating the “effective date” found at the top of this privacy policy. We encourage you to periodically review this page for the latest information on our privacy practices, as your continued use of our services after any revisions to this privacy policy indicates your agreement to the terms of such revised privacy policy.

Contact us

If you have any questions or suggestions regarding our privacy policy, please contact us at privacy@userzoom.com

Terms of Use

The terms of use below (these “Terms of Use”) govern your use of the UserZoom Academy website located at https://learn.userzoom.com, including any and all subdirectories, and all content contained in any of the foregoing (collectively, our “Website”). By registering on or via our Website, you acknowledge that you have read, understand and agree to these Terms of Use and the Privacy Policy (as defined below), all of which are incorporated by this reference. You also agree that by registering on or via our Website, you have met any and all applicable eligibility criteria and requirements to become a member of our Website (a “Member”), including without limitation those set forth in Section 5 (Member Eligibility Criteria) below. You hereby represent that you have authority to bind yourself to these Terms of Use and are agreeing to be individually bound by these Terms of Use. Additionally, by using our Website, you consent to have these Terms of Use provided to you in electronic form.

You must complete the registration form and accept these Terms of Use before you may use the Service. If you do not accept these Terms of Use or do not want to become a Member, do not register for, access, view, or otherwise use our Website, information or any services provided in connection therewith. You acknowledge that you have read and understood these Terms of Use and that you agree to be bound by all of the provisions hereunder.

By clicking on any button or check box at which a reference to your acceptance of these Terms of Use appears, you also consent to use electronic signatures and acknowledge that your click of such button (e.g., “Sign Up,”) is evidence of your electronic signature. Please note that if you are looking to use our UserZoom Software-as-a-Service platform, you must enter into a separate service and subscription agreement with us for your access and use of the platform. For purposes of these Terms of Use, “UserZoom”, “we”, “us”, and “our” refer collectively to UserZoom Technologies, Inc. and its affiliates and subsidiaries, and “you” and “your” refer to you, the individual who uses our Website.

1. Privacy Policy

   Our Website’s Privacy Policy (the “Privacy Policy”) describes and governs the use of information collected from or provided by you through our Website (including without limitation, any information collected from you through the Member registration process). With respect to any individual whose personal information you provide to us, you represent to us that you have obtained all necessary consents for the processing of such personal information (including the transfer of such data to the United States or other countries whose laws may not afford the same level of protection for the personal data as the laws of the country of origin of such individual). To operate and provide you with access to our Website, we collect certain information about you, and may automatically upload information about your computer or device, or regarding your use of our Website, as further described in the Privacy Policy. Our use and protection of such information is described in the Privacy Policy. You acknowledge and agree that we may disclose information about you as described in the Privacy Policy

2. Intellectual Property Ownership and Rights

   Any and all intellectual property rights (“IP”) associated with our Website (including without limitation, any and all images, photographs, designs, icons, illustrations, audio and video clips, software, code and written and other content and materials that are part of our Website) are our and our licensors’ (who may be third parties) sole property. Our Website (and all IP therein) is protected by intellectual property (e.g., copyright) and other laws in both the United States and other countries. All logos, custom graphics, icons, trademarks, service marks or registered trademarks and other items that appear on our Website are our and our licensors’ trademarks, service marks or trade dress (collectively, "Marks"). Except as expressly provided in these Terms of Use, we do not grant to you any express or implied rights to our or any third party's IP, and we and our licensors retain all rights in and to all IP associated with our Website. Subject to your compliance with these Terms of Use at all times, you may only download and view our Website (including any content contained therein) solely for the purpose of your own personal, non-commercial viewing, in accordance with these Terms of Use.

   You hereby understand and agree that certificate(s) of course completion generated by or otherwise issued via our Website (“Certificate(s) of Completion”) do not grant to you any express or implied rights in or to our Website or to any of our or our licensor(s)’ IP, nor shall such Certificates of Completion substitute or replace any academy, college, university degree certificate. Certificates of Completion are not legally binding documents; the only purpose of a Certificate of Completion is to certify that the individual named on such Certificate of Completion has completed the course identified therein.

3. Confidentiality

   “Confidential Information” includes any confidential or proprietary technical, business or financial information and materials disclosed by us to you, including but not limited to our Website and the content contained therein, methodologies, software, data, product roadmap, marketing strategies, programs, analytics reports or statistics relating to your use of our Website, and any business, financial or technical information that is either marked or otherwise identified by us as confidential or proprietary, or can be reasonably interpreted as being confidential or proprietary.

   You agree to hold Confidential Information in confidence and to protect such Confidential Information from disclosure to any third party, using the same degree of care used to protect your own most sensitive and confidential information, but in no event less than reasonable care. You agree to limit access to Confidential Information to yourself. You also agree that all Confidential Information is proprietary to and shall remain our sole and exclusive property. If you are required by a valid court order or subpoena issued by a governmental agency to disclose certain Confidential Information, you will provide us with prompt written notice in order to afford us an opportunity to seek a protective order or otherwise challenge the compulsory disclosure. You are responsible for any expenses incurred in our attempt to prevent or limit such compulsory disclosure(s) if you fail to provide us with timely notice or reasonable information necessary for us to assess or respond to the matter

4. Use of our Website

   For purposes of these Terms of Use, our “Website” means and is limited to our website at https://learn.userzoom.com and the online software application, services and content we make available to you through such website, and, if applicable, mobile application, and the features and functionality associated with such application. Our Website provides a place of learning, allowing Members to engage in online training courses across all major UX research methods, enabling UX practitioners both new and old to further enhance their professional development and learn how to provide the robust, actionable insights their organizations need to create better user experiences, and is in furtherance our continuous mission (as the world’s leading UX insights company) to bring together the endeavors of spreading UX awareness across and within businesses, educating UX practitioners in order to encourage their growth, and teaching them how to make the most out of our robust usability testing SaaS platform.

   Subject to your acceptance of and compliance with these Terms of Use, satisfaction of the Eligibility Criteria (defined below), and valid registration with our Website, you shall be permitted to access and use our Website on a non-exclusive, personal, non-transferable basis, solely in strict compliance with these Terms of Use, and not otherwise. Any access to our Website is provided for your personal, non-commercial use only. You agree that you will not take any action to circumvent the permission and access that has been granted to you hereunder or sublicense, re-sell, or lease all or any portion of the limited privileges granted to you hereunder. All rights not expressly granted under these Terms of Use are hereby reserved by us and our licensors.

   You understand and agree that only you may use your Member account. You are entirely responsible for maintaining the confidentiality of your Member account password and you agree not to disclose your password to any third party (i.e., anyone other than you, as an individual) or let any third party use our Website on your behalf. You must contact us immediately if you suspect misuse of your account or become aware of any actual or potential security breach (which includes without limitation, an unauthorized disclosure or use of your username and password, unauthorized access to your account or to our Website). Please be aware that you are responsible for any activity occurring through your account, regardless of whether or not you actually authorized such activity.

   In addition to other restrictions set forth in these Terms of Use, you hereby agree to not: (a) “frame”, copy, distribute, republish, modify, lease, loan, resell or use our Website without our prior written consent to do so in each instance, other than as and to the extent expressly permitted by these Terms of Use; (b) use our Website other than in compliance with this Agreement and applicable laws; (c) reverse engineer, attempt to gain unauthorized access to our Website or attempt to discover the underlying source code or structure thereof; (d) submit to or through our Website any content or data that is false, misleading, defamatory, illegal or violates a third party’s rights; (e) submit or cause any routine, device or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, system or service, to be submitted to our Website; (f) link to any page of our Website other than to https://learn.userzoom.com through a plain text link, unless you have entered into a separate written agreement with us that permits the linking activity in question; (g) imply in any fashion, in connection with our Website or your use thereof, that we or any of our licensors are endorsing you or your products or services (or any third party or third party’s products or services); (h) misrepresent any state of facts in relation to our Website (including without limitation, your relationship with us or any of our licensors); (i) publish, publicize or otherwise present false information about our products or services; or (j) use any of the Marks without our prior written consent in each instance of use. In addition to the foregoing, you may not use or access our Website in any way that, in our judgment, adversely affects the performance or function of our Website or any of the products or services we provide, or otherwise interferes with the ability of a third party to access our Website.

5. Member Eligibility Criteria

   Use of our Website and registration to be a Member is void where prohibited. You understand that your registration as a Member is subject to your satisfaction of and ongoing compliance with the Eligibility Criteria (defined below). By using our Website, you represent and warrant that: (a) all Member registration information you submit is truthful and accurate, including but not limited to your identity; (b) you will maintain the accuracy of such information and keep your Member account information up to date at all times; (c) you are eighteen (18) years of age or older at the time of registration to be a Member; (d) you have not registered to be a Member under false pretenses and you are not otherwise restricted from access to our Website, or not otherwise prohibited from having an account with our Website; (e) you have full power and authority to enter into these Terms of Service and doing so will not violate any other agreement to which you are a party; (f) you intend to use our Website (including without limitation, the content contained therein) for the purpose for which it was intended and not for the purpose of gaining competitive intelligence, developing products competitive to our Website or any of our products or services, or scraping or soliciting any information about our Members or content shared on or through our Website; (g) any information you furnish on your Member profile is truthful and accurate, and (h) your use of our Website does not violate any applicable laws or our published terms or policies (collectively, “Eligibility Criteria”). Unless we have provided our written consent otherwise, you are only permitted to register for and shall be limited to one (1) Member account, for your own personal, non-commercial use.

6. Third-Party Links and Content

   Our Website may contain links to third-party websites and resources (collectively, "Links"). Such Links are provided solely as a convenience to you and not as an endorsement by us of any content found at such Links. We make no representations or warranties regarding the correctness, accuracy, performance or quality of any content, product or service found at any Link, and we are not responsible for the availability of the Links or any content or activities associated with such Links. You understand that if you decide to access the Links, you are doing so at your own risk, and your use of Links and any content, product or service associated therewith is subject to any applicable policies and terms of service or use relating to such.

7. Suggestions and Feedback

   We always welcome suggestions and feedback relating to our Website or any of the products or services we provide (collectively, “Feedback"). If you provide Feedback to us, you acknowledge that such Feedback is not considered to be confidential or proprietary information, that we are under no obligation to keep such information confidential, and that we will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Feedback in any way we, in our sole discretion, deem fit

8. Termination

   We reserve the right, at any time and in our sole discretion, to immediately and without notice cancel, terminate, revoke or suspend any Member account that does not meet any of the Eligibility Criteria or that otherwise violates these Terms of Use. You agree that we, in our sole discretion, may terminate or suspend your use of our Website (including without limitation, by disabling access to or closing your Member account) at any time and for any or no reason in our sole discretion (including without limitation, if we deem in our sole discretion, that you do not meet or have not met any one of the Eligibility Criteria), even if we allow continued access and use with respect to other individuals. You understand and agree that in the event of such termination or suspension, your Member profile, and any other material you have uploaded, downloaded or shared on our Website may be deleted without notice or warning. Additionally, upon such suspension or termination, you must immediately discontinue any and all use of our Website, and any access to our Website by you after such termination or suspension will constitute an act of trespass. You understand that we will not be liable to you or any third party in connection with any termination or suspension of your access to our Website.

9. Disclaimers

   You understand that by accessing and/or using our Website, you may encounter information, materials and subject matter: (a) that you or others may deem offensive, indecent, or objectionable; (b) which may or may not be identified as having explicit language, and (c) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, you agree to use our Website at your sole risk and that we shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.

   WE DO NOT MAKE ANY REPRESENTATIONS WITH RESPECT TO OUR WEBSITE (INCLUDING ANY CONTENT CONTAINED THEREIN), AND YOUR USE THEREOF IS AT YOUR OWN RISK. OUR WEBSITE IS PROVIDED "AS IS", AND WE AND OUR LICENSORS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS, WARRANTIES OR CLAIMS ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR SECURITY OF OUR WEBSITE OR YOUR USE THEREOF, AND NO INFORMATION OBTAINED BY YOU FROM OUR WEBSITE OR CONTENT ACCESSED BY YOU THROUGH OUR WEBSITE WILL RESULT IN THE CREATION OF ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. ACCORDINGLY, YOU UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY USE OF YOUR MEMBER ACCOUNT, REGARDLESS OF WHETHER SUCH USE IS PERMITTED OR UNAUTHORIZED.

10. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY LAW: (a) IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM RELATING TO OUR WEBSITE OR THESE TERMS OF USE, EVEN IF ADVISED OF SUCH POSSIBLE DAMAGES IN ADVANCE; (b) OUR AND OUR LICENSORS’ AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE RELATING TO OUR WEBSITE OR THESE TERMS OF USE WILL NOT EXCEED $50 USD; AND (c) ANY AND ALL REMEDIES YOU MAY HAVE, WHETHER AT LAW OR IN EQUITY, ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE, AND SUCH REMEDIES SHALL BE EXCLUSIVE AND NOT CUMULATIVE.

11. Your Responsibilities; Indemnification

    You understand that UserZoom, its affiliates, subsidiaries, subcontractors, partners and licensors, and all of our and their respective officers, directors, employees, agents, licensors, suppliers are not responsible for any claims, losses, damages, liabilities, costs or expenses, arising out of or resulting from: (a) any breach of these Terms of Use or any third party terms by you, (b) any content or materials you share with us in connection with our Website or your use thereof (including without limitation, any violation of law, regulation or order, or infringement or misappropriation of a third party’s rights, by such content or materials), (c) our compliant exercise of any rights under any licenses or permissions you grant us pursuant to these Terms of Use, (d) your access to and use of our Website (including without limitation, the use of any features offered on or through our Website or any third party services in connection therewith). Accordingly, you agree to, at your sole expense and cost, indemnify, defend, and hold us and our licensors harmless from any and all claims arising out of, resulting from, or relating to: (a) your access to and/or use of our Website; or (b) your breach of these Terms of Use.

12. Compliance with Law; Export Controls

    You agree to use our Website in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in our sole judgment, negatively reflect on our goodwill or reputation and that you are to take no actions which would cause us to be in violation of any applicable laws, rulings or regulations. Our Website is hosted on servers located in the United States. The United States and certain other jurisdictions control the export of products and information. You agree to comply with all such applicable restrictions and not to export or re-export any content associated with our Website to any countries or persons prohibited under the United States or other applicable export control laws or regulations. You represent that you are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited, and you acknowledge that you are solely responsible for compliance with the laws of Your local jurisdiction and any other applicable laws regarding the import, export, or re-export of any content relating to our Website

13. General

    You agree that any and all disputes concerning our Website (or use thereof) or these Terms of Use will be governed by and in accordance with the laws of the following jurisdictions (without regard to conflicts of laws principles): (a) California, U.S.A., if you are a citizen or resident of the United States of America, or otherwise reside anywhere in the Americas; and (b) England and Wales, if you are a citizen or resident of the United Kingdom or the European Union, or otherwise do not reside in any of the regions set forth in (a) above. Additionally, you agree that any claim or cause of action arising out of or related to your use of our Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose. To the fullest extent permitted by law, the controlling language for these Terms of Use is English. We reserve the right to revise and update these Terms of Use and our Website at our sole discretion at any time, and any aspect of our Website may be changed, supplemented, deleted or updated without notice to you. If and when we update these Terms of Use, we will update the “Last Revised and Effective as of” date set forth at the beginning of these Terms of Use. Your continued usage of our Website after any changes thereto will mean you have accepted those changes. Except as expressly provided in a separate subscription, service or other written agreement between you and us, these Terms of Use constitute the entire agreement between you and us with respect to your use of our Website, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof. You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. No waiver of any of these Terms of Use will be deemed to be a further or continuing waiver of such term or condition or any other term or condition. Any and all obligations and responsibilities you have under these Terms of Use, as well as the restrictions hereunder, which by their nature survive termination or suspension of your access to or use of our Website hereunder, will continue and remain in effect after such termination or suspension.

14. Consent to Electronic Communications; Opting Out

    By registering as a Member, you understand and consent to the fact that we may send you notifications, communications and other information regarding our Website, your Member account, your activity on and usage of our Website, other information about our Website, (including but not limited to notices about changes to our Website and notices concerning changes to terms or policies), updates and enhancements to our Website, and any information the law requires us to provide, all in electronic form via email to the primary email address you specified when you registered as a Member or later updated and indicated as the primary email address on your Member account, or by access to a website that we identify. By registering for our Website you consent to receive such communications, notifications and other information sent by or on behalf of us. We will give you the opportunity to opt in to receive certain marketing communications and promotional offers (e.g., when you sign up for your Member account), and will also give you the opportunity to opt out of receiving such marketing and promotional offer communications from us, by following the instructions provided in the email we send to you, or as outlined in the opt-out provisions of the Privacy Policy. You understand, however, that in certain limited circumstances we must be able to communicate with you via the primary email address on your Member account about sensitive information concerning your Member account; therefore, these types of notifications will be sent to you regardless of communication preferences in your Member account settings. We encourage you to review the Privacy Policy and periodically revisit your communication preferences to ensure they reflect your desired level of communication with us in connection with our Website. Note that notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using our Website.

15. Contacting Us

    You may contact us at training@userzoom.com with any questions or comments you may have regarding our Website. You may provide legal notice to us via email to legal@userzoom.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: UserZoom Technologies, Inc., Attention: Legal, 10 Almaden Boulevard, Suite 250, San Jose, California 95113. Any such notice, in either case, must specifically reference that it is a notice given under these Terms of Use.

Privacy Policy

This privacy policy describes how UserZoom collects, handles, secures, shares and uses the personal information and data you provide to us through your use of our services. It also describes the choices available to you regarding our use of your personal information and how you, as our client (“Client”) and study creator, can access and update this information. We will share your personal information with third parties only in the ways that are described in this privacy policy, unless we obtain your consent otherwise, or otherwise required by applicable law. The use of information collected through our service shall be limited to the purpose of providing the service for which you, our Client, has engaged us.

Except where otherwise noted, this privacy policy applies to the products and services offered by us to you, the Client. We refer to those products and services collectively as the “services” in this privacy policy. Some of our services may have supplementary privacy policies which explain in more detail our specific privacy practices in relation to those services. Unless otherwise noted, our services are provided by User Zoom, Inc. inside of the United States & Asia, and by UserZoom Ltd, UserZoom GmbH and UserZoom Technologies, Inc. outside of the United States, all of which are owned by UserZoom Technologies, Inc. (collectively, “UserZoom”, “we”, “our” or “us”).

UserZoom Technologies, Inc. (including its parent/subsidiary company(ies), such as User Zoom, Inc., UserZoom Limited, UserZoom GmbH) participates in and has certified its compliance with the EU-U.S. and Swiss-US Privacy Shield Framework (“Privacy Shield Framework”). We are committed to processing all personal data received from European Union (EU) member countries and Switzerland, in reliance upon the Privacy Shield Framework, in accordance with the Framework’s applicable Principles. To learn more about the Privacy Shield Framework, visit the U.S. Department of Commerce's Privacy Shield List at https://www.privacyshield.gov/list.

We are responsible for the processing of personal data we receive, under the Privacy Shield Framework, and may subsequently transfer such data to a third party acting as an agent on our behalf. We comply with the Privacy Shield Principles for all onward transfers of personal data from the EU and Switzerland, including the onward transfer liability provisions thereunder.

With respect to personal data received or transferred pursuant to the Privacy Shield Framework, we are subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. In certain situations, we may be required to disclose personal data in response to lawful requests by public authorities, including meeting national security or law enforcement requirements.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

Under certain conditions, more fully described on the Privacy Shield website, you may be entitled to invoke binding arbitration when other dispute resolution procedures have been exhausted.

Information we collect

We collect the following personal information from our clients:

Information we collect directly from you

• Account information. When we create your account, we collect your username, password, email address, first and last name. When you add new users to your account, we collect the same information for all such additional users.

• Account settings. You can set default preferences in your account.

• Survey data. We store your study data (questions, responses and data) for you.

• Other data you intentionally share. We may collect your personal information or data if you submit it to us in other contexts (i.e., via a different channel or method).

Information we collect about you from other sources

• Usage data. We collect usage data about you whenever you interact with our services. This may include which webpages you visit, what you click on, when you performed those actions, and so on. Additionally, like most websites today, our web servers keep log files that record data each time a device accesses those servers. The log files contain data about the nature of each access, including originating IP addresses.

• Device data. We collect data from the device and application you use to access our services, such as your IP address and browser type. When you download and use our Services, we automatically collect information on the type of device you use and operating system version. We may also infer your geographic location based on your IP address. We collect this location-based information for purposes of providing the services hereunder.

• Referral data. If you arrive at a UserZoom website from an external source (such as a link on another website or in an email), we record information about the source that referred you to us.

• Information from page tags. We use third party tracking services that employ cookies and page tags (also known as web beacons) to collect data about visitors to our websites. This data includes usage and user statistics.

How we use your personal information

We treat your study questions, responses and data as information that is private to you. We do not sell your survey data to third parties.

We use the information we collect from you in connection with our provision of the services to you, including as follows:

• To provide you with our services.

  1. This includes providing you with customer support, which requires us to access your information in order to assist you (such as assistance with study design and creation, or technical troubleshooting).

• To manage our services. We internally use your information for the following limited purposes:

  1. To monitor and improve our services and features. We internally perform statistical and other analysis on information we collect (including usage data, device data, referral data, and information from page tags) to analyze and measure user behavior and trends, to understand how people use our services, and to monitor, troubleshoot and improve our services.

  2. To assist with the enforcement of our Terms of Use.

  3. To prevent or stop potentially illegal activities.

  4. To screen for undesirable or abusive activity.

• To create new services and features.

• To contact you about your subscription to our services or your account We occasionally send you communications (e.g. service-related announcements, billing-related matters, changes to our services or policies, a welcome email when you first register). You can’t opt out of these basic communications since they are required in order for us to provide our services to you.

• To contact you for marketing purposes (if you opt in).

Communications you may receive - Newsletters

If you wish to subscribe to our newsletter(s), we will use your name and the email address provided to send the newsletter to you. If you wish to no longer receive these emails you may follow the unsubscribe instructions contained in each of the email communications you receive or contact us directly at privacy@userzoom.com.

Communications you may receive - Service-related announcements

We will send you strictly service-related announcements on occasion when it is necessary to do so. For instance, if our services are temporarily suspended for maintenance, we might send you an email.

Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option of deactivating your account.

Service providers

We use other third parties such as an email service provider to send out emails, provide audio and/or recording capabilities, and provide cloud-computing infrastructure (i.e., datacenter services) on our behalf. When you sign up for our services, we will share your personal information only as necessary for such third parties to provide the relevant services. We will also use such information to administer your account.

The third parties we currently rely on (as of the “effective date” set forth above) in our provision of the services, are:

Data processing by these third parties is covered by the provisions in this privacy policy regarding notice and choice, as well as in the relevant service agreements with our Clients.

Access to your personal information and choice

UserZoom acknowledges that you have the right to access your personal information. Upon request UserZoom will provide you with information about whether we hold any of your personal information. If your personally identifiable information changes, or if you no longer desire our service, you may choose to correct, update, delete/deactivate or access it by emailing us directly at privacy@userzoom.com. We will respond to your request within a reasonable timeframe, not to exceed 30 days.

We will retain your information for so long as your account is active or as needed to provide you with the services under the relevant service agreement. Please note that we will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Data Protection Officer (DPO)

In compliance with 2016/679 of the European Parliament (General Data Protection Regulation - GDPR), we have appointed a Data Protection Officer (DPO) who is responsible for any privacy and data protection concerns related to UserZoom, and who can be reached at security@userzoom.com.

Legal disclosures and business transfers

We will share your personal information with third parties only in the ways that are described in this privacy policy unless we obtain your consent otherwise, except in the following instances: (i) as required by law, (ii) in response to lawful requests by public authorities, including to meet national security or law enforcement requirements, or (iii) when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on us in connection with the services, (iv) to respond to any other government-related request, (v) to protect our rights and interests (including without limitation, for our own safety), (vi) to protect your interests (including without limitation, for your safety), (vii) to protect the interests of others (including without limitation, for the safety of others, or (viii) to investigate alleged or actual fraud, misrepresentation or other misconduct.

If UserZoom is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or via a prominent notice on our website at www.userzoom.com (“Website”) of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.

Data retention

UserZoom will retain personal data we process on your behalf for as long as needed for purposes of fulfilling our obligations under the relevant service agreement with you (including for our provision of the services to you thereunder). UserZoom will retain and use the personal information described in this privacy policy as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, in accordance with this privacy policy.

Moderated studies – Specific provisions

In the event you are setting up a moderated study:

• In the event you include individuals who participate as observers (“Observers”) in the moderated study session, they must be muted during the whole study.

• If you unmute any of the Observers, it is your responsibility to inform such Observers of the terms of use and privacy policy as well as getting their acceptance thereof and agreement thereto.

UserZoom disclaims any and all responsibility and liability that may derive from non-compliance with respect to the provisions above.

Data security

The security of your personal information is important to us. We follow industry best practices to protect the personal information submitted to us, both during transmission and once we receive it. We also comply with the security requirements of 2016/679 of the European Parliament (General Data Protection Regulation - GDPR), that regulates our processing of personal data. These security measures include:

• Data encryption both at rest and in transit

• Continuous infrastructure monitoring

• Periodic internal vulnerability scans

• Secure backup policy and Disaster Recovery Plan

• Internal risk assessments

• SOC2 certification

No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about how we ensure the security of your personal information, please contact us at security@userzoom.com.

Tracking technologies

UserZoom and its partners use cookies or similar technologies to analyze trends, administer the services, track users’ movements around the Website and with respect to their use of the services, and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies on an individual as well as aggregated basis, for purposes of providing the services to you, to improve the services and our provision thereof, and/or improving our clients’ (including your) overall experience and engagement with our services.

We use cookies to remember users’ settings (e.g. language preference), for authentication. Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our services, but your ability to use some features or areas of our services may be limited.

Log files

As is true of most websites, we use a third party tracking-utility partner to gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.

Links to other Web sites

Our Site includes links to other websites whose privacy practices may differ from ours. If you submit personal information to any of those other websites, your information will be governed by their privacy policy. We encourage you to carefully read the privacy policy of any website you visit.

Notification of privacy statement changes

We may update this privacy policy from time to time, in order to reflect changes to our information practices. If we make any material changes we will notify you either by email (sent to the e-mail address specified in your account) or by means of a notice our Website by updating the “effective date” found at the top of this privacy policy. We encourage you to periodically review this page for the latest information on our privacy practices, as your continued use of our services after any revisions to this privacy policy indicates your agreement to the terms of such revised privacy policy.

Contact us

If you have any questions or suggestions regarding our privacy policy, please contact us at privacy@userzoom.com or via postal mail at 10 Almaden Blvd, Ste 250, San Jose, CA 95113, USA.

Terms of Use

1. Definitions

   “Administrator(s) and Authorized Person(s)”:

   Person(s) designated by the CUSTOMER in the Order Form to use the UserZoom Services, who must be employed by the CUSTOMER, subject to the provisions of Condition 10 below.

   “The CUSTOMER’s Account”:

   Private area, within the UserZoom Platform, which USERZOOM INC makes available to the CUSTOMER in order to be able to provide it with the UserZoom Services regulated in these Conditions.

   “CUSTOMER”:

   Legal person who contracts the UserZoom Services.

   “Password of the UserZoom Services”:

   Identification key which USERZOOM INC will assign, on a personal and nontransferable basis, to the Administrator or Administrators and Authorized Person or Authorized Persons that the CUSTOMER may designate so that they may use the UserZoom Services.

   “Provisional Password”:

   Identification key which USERZOOM INC will assign, on a personal and nontransferable basis, to the Administrator or Administrators and Authorized Person or Authorized Persons that the CUSTOMER may designate so that they may use the Free Trial.

   “Order Form”:

   Document completed and signed by the CUSTOMER which contains the special conditions for contracting the UserZoom Services which have been agreed with USERZOOM INC.

   “User Manual”:

   Manual which is available at all times at the address www.userzoom.com, which describes the specific system of operation and the relevant technical characteristics of the UserZoom Services and of the USERZOOM INC Software.

   “Associated Materials”:

   User manuals, texts, graphic drawings, databases, videos or audio media referred to or which complement the UserZoom Platform and the USERZOOM INC Software.

   “Participants”:

   Sample of individuals selected by the CUSTOMER who will participate in the CUSTOMER’s Projects.

   “UserZoom Platform”:

   Computer platform managed by USERZOOM INC, consisting of different elements of hardware, software, communications and services, provided by USERZOOM INC or by third-party suppliers of USERZOOM INC, accessible through the Internet, in which the CUSTOMER’s information and data will be stored.

   “The CUSTOMER’s Projects”:

   Studies generated using the UserZoom Services and which will allow the CUSTOMER to design, test, manage and measure the experience of the Participants and usability of web applications.

   “User Zoom Services”:

   Services provided by USERZOOM INC for the CUSTOMER through the UserZoom Platform and which will allow it to generate the CUSTOMER’s Projects.

   “USERZOOM INC Software”:

   Applications or extensions owned by USERZOOM INC which will sometimes be necessary to allow the CUSTOMER or the Participants to correctly use and view the information contained in the CUSTOMER’s Projects.

   “USERZOOM INC”:

   USER ZOOM, INC, a California corporation, with registered office at 440 North Wolfe Road, Sunnyvale, CA 94085.

2. Scope of the Terms of Service

   • The purpose of these Terms of Service is to establish the terms and conditions under which the CUSTOMER hires the UserZoom Services from USERZOOM INC. In particular, in order to arrange the correct supply of the UserZoom Services, the following are regulated below:

     1. Remote access to and use of the UserZoom Service by the CUSTOMER through the UserZoom Platform.

     2. In cases in which it is necessary for the correct supply of the UserZoom Services, the grant to the CUSTOMER of the appropriate license to use the USERZOOM INC Software, which in certain cases is necessary to correctly view the information contained in the CUSTOMER’s Projects.

3. Allocation of Passwords

   • 3.1 In the Order Form the CUSTOMER has indicated, inter alia, (i) the number of Administrators and Authorized Persons which will be authorized to use, in the framework of the supply of the UserZoom Services, as well as (ii) an interlocutor in charge of centralizing and coordinating the relations with USERZOOM INC.

   • 3.2 USERZOOM INC shall assign to the CUSTOMER the Password of the UserZoom Services so that each of the Administrators and Authorized Persons may use the UserZoom Services.

   • 3.3 If USERZOOM INC has accepted that the CUSTOMER can perform a free trial of the UserZoom Services, USERZOOM INC shall assign to each of the Administrators and Authorized Persons the Provisional Password so that they may use, for a maximum period of fifteen (15) calendar days, the UserZoom Services on free trial. Except for the provisions in relation to the price and method of payment of the services, the provisions contained in these Terms of Service of the UserZoom Service shall also be applicable to the pilot tests.

4. License to use the USERZOOM INC Software

   • 4.1 On certain occasions, for the correct use and viewing of the information contained in the CUSTOMER’s Projects, it will be necessary for the CUSTOMER or the Participants to download the USERZOOM INC Software which is available at any given time depending on the Project which the CUSTOMER wishes to perform.

   • 4.2 For such purpose, USERZOOM INC grants to the CUSTOMER a nontransferable non-exclusive license to use the USERZOOM INC Software, only under the terms and conditions which are indicated in these Terms of Service, in the Order Form, in the User Manuals and in any other documentation which is applicable, whether it appears on paper, disc, in the reading only memory of the computer, or in any other medium which is applicable at any given time.

   • 4.3 The USERZOOM INC Software may only be used by the number of Administrators and Authorized Persons indicated by the Customer in the Order Form and who have the Password of the UserZoom Services, and by the Participants that participate in the CUSTOMER’s Project.

   • 4.4 The CUSTOMER shall refrain from making copies, revealing and allowing access to the USERZOOM INC Software by third parties other than the Participants, and shall not allow it to be used by other persons, or who act outside the limits established herein, the CUSTOMER being responsible for the adequate observance by such persons of the terms and limitations of this license. Therefore, it shall hold USERZOOM INC harmless in relation to any claim which may be filed against it in relation to the foregoing, agreeing to pay the sums which USERZOOM INC may be obliged to pay for any reason.

   • 4.5 The license granted to the CUSTOMER in accordance with the provisions of this Condition extends to any update or new version which replaces and/or complements the USERZOOM INC Software, to which the terms and conditions of these Terms of Service will also apply, unless the update or new version in question contains conditions of use of its own.

5. Ownership of the UserZoom Platform and of the USERZOOM INC Software

   • 5.1 The UserZoom Platform and the USERZOOM INC Software are owned by USERZOOM INC, or, in certain cases, by third parties that have granted the appropriate licenses to USERZOOM INC, which shall hold all the intellectual and industrial property or any other rights over them, and they may not be subsequently modified, copied, altered, reproduced, adapted or translated by the CUSTOMER.

   • 5.2 The structure, characteristics, codes, working methods, information systems, development tools, know-how, methodologies, patents, trademarks, processes, technologies and algorithms of the UserZoom Platform and of the USERZOOM INC Software are the property of USERZOOM INC, or of its suppliers, in the latter case having been licensed or assigned by them, and are protected by the Spanish or international rules on intellectual and industrial property, and may not be subsequently modified, copied, altered, reproduced, adapted or translated by the CUSTOMER.

   • 5.3 In addition, all the Associated Materials are the property of USERZOOM INC, or if its suppliers of contents, and may not be subsequently modified, copied, altered, reproduced, adapted or translated by the CUSTOMER.

   • 5.4 The provision for the CUSTOMER of the UserZoom Platform, of the USERZOOM INC Software and of the Associated Materials does not imply in any case the assignment of the ownership thereof nor the grant of a right of use to the CUSTOMER other than that provided in these Terms of Service.

   • 5.5 Consequently, it is categorically forbidden for the CUSTOMER to engage in any use of the UserZoom Service, of the USERZOOM INC Software or of the Associated Materials without the authorization of USERZOOM INC, including the exploitation, reproduction, circulation, transformation, distribution, transfer by any means, subsequent publication, exhibition, public communication or representation thereof, in whole or part, which, if it occurs, will constitute violations of the intellectual or industrial property rights of USERZOOM INC, penalized by the legislation in force.

6. System of provision of the UserZoom Services

   • 6.1 USERZOOM INC shall provide the UserZoom Services either directly, with its own resources, or through the collaboration of third parties. In particular, USERZOOM INC may subcontract all or part of the Service or of the UserZoom Platform to specialized companies in the sector.

   • 6.2 If for the performance of the CUSTOMER’s Projects it is necessary for the Participants to provide personal data, the subcontracting of the UserZoom Services by USERZOOM INC shall be carried out respecting the provisions of the data protection legislation and, consequently, subject to the provisions of Condition 13 below.

   • 6.3 USERZOOM INC undertakes to endeavor to the best of its ability to ensure that the CUSTOMERS have access to the UserZoom Services in accordance with the provisions of the Terms of Service, in the assumption of the full observance by the CUSTOMER (i) of the provisions of Condition 8 below as regards the technical specifications, as well as, in general (ii) in relation to any other obligations established in these Terms of Service. If errors occur in the UserZoom Platform, USERZOOM INC undertakes to repair them as soon as possible.

   • 6.4 As indicated in Condition 3.1 above, the CUSTOMER shall indicate in the Order Form an interlocutor in charge of centralizing and coordinating the relations with USERZOOM INC in relation to the provision of the UserZoom Services.

7. Warranty in relation to the UserZoom Platform and the USERZOOM INC Software

   • 7.1 The CUSTOMER accepts that the UserZoom Platform and, where relevant, the USERZOOM INC Software are supplied “as they are”. Therefore, USERZOOM INC does not guarantee in any event that the functions which they contain satisfy the needs or expectations of the CUSTOMER, nor that they function uninterruptedly or without errors. The CUSTOMER shall assume the full cost of all the services, repairs and corrections necessary to adapt it to its needs.

   • 7.2 The CUSTOMER accepts that the UserZoom Platform and, where relevant, the USERZOOM INC Software constitute working tools intended to complement, but not replace, human labor.

   • 7.3 The CUSTOMER recognizes that it has carried out, before the contracting of the UserZoom Services, all homologation or certification processes for the purpose of validating their compatibility and operativity with its internal systems and standards. USERZOOM INC does not guarantee any result of such processes, nor does it assume any responsibility in this respect, the CUSTOMER being the only one responsible regarding the decision in relation to the aforementioned homologation and/or certification.

   • 7.4 In order to use the UserZoom Platform and, where relevant, the license granted in relation to the USERZOOM INC Software, the CUSTOMER must fulfill, at all times, inter alia, the obligations (i) to make backup copies of the CUSTOMER’s Projects and of any files of data generated in the UserZoom Platform; (ii) to use the UserZoom Platform and the USERZOOM INC Software in accordance with the conditions and instructions provided in the User Manuals; (iii) to have a computer system in good condition which complies with the technical specifications provided in Condition 8 below; (iv) to arrange the installation of an interrupted feed system with a voltage stabilizer; (v) to monitor access to the UserZoom Platform and the USERZOOM INC Software in order to avoid manipulation by unauthorized or inexpert persons; (vi) not allow the installation of viruses and defective programs in the hard drive itself; (vii) and any other preventive measure of reasonable application.

   • 7.5 USERZOOM INC shall not be liable for the errors of operation or for the damage caused by the breach of the CUSTOMER’s obligations referred to in Condition 9 below or for any obligations which are applicable to it in accordance with the provisions of these Terms of Service.

   • 7.6 The CUSTOMER recognizes that it uses the UserZoom Platform as a tool and that in the preparation of the CUSTOMER’s Projects, USERZOOM INC is not involved in the definition of the parameters nor in their content, and does not assume responsibility for the reliability, utility or usability of the CUSTOMER’s Projects generated during the use of the UserZoom Services. Therefore, USERZOOM INC shall not be liable in any case for any loss and damage which may arise from the content of the aforementioned CUSTOMER’s Projects.

   • 7.7 The CUSTOMER may not in any event claim indemnity for loss and damage due to causes beyond the control of USERZOOM INC, and, in particular, due to the interruption or faults of any kind which occur (i) in the feed systems; (ii) in the telecommunications networks; (iii) in the interconnection elements; as well as (iv) in the equipment and terminals of the CUSTOMER or of the Participants.

8. Technical specifications and User Manual

   • 8.1 The CUSTOMER’s networks, equipment and terminals must comply at all times with the technical requirements in order to be able to access and use the UserZoom Services and, where relevant, for the USERZOOM INC Software to be installed, all in accordance with the specifications established at all times for the CUSTOMER at the address www.userzoom.com. If the CUSTOMER’s networks, equipment and terminals fail to comply with the aforementioned technical specifications, the CUSTOMER must refrain from installing and using the USERZOOM INC Software.

   • 8.2 The CUSTOMER declares that it knows and is informed of the content of the User Manual and undertakes, hereafter, to consult any modification which may occur therein.

   • 8.3 The CUSTOMER may request from USERZOOM INC technical assistance if it has any incident during the use of the UserZoom Services. For such purpose the CUSTOMER must sign the appropriate “Submit a ticket” form and send it to the technical department of USERZOOM INC in accordance with the form and instructions which shall be found at all times at the address manager.userzoom.com.

   • 8.4 USERZOOM INC does not accept any responsibility which may arise from use by the CUSTOMER which does not comply with the User Manual or if the CUSTOMER’s networks, equipment and terminals fail to comply with the aforementioned technical specifications.

   • 8.5 Following notice by USERZOOM INC, the CUSTOMER must disconnect its networks, equipment or terminals from the UserZoom Platform if, in the opinion of USERZOOM INC, such networks, equipment or terminals have caused or may cause faults, interruptions, errors or defects in the UserZoom Platform.

9. Conditions of use of the ASP Platform and of the USERZOOM INC Software

   • 9.1 The UserZoom Platform and the USERZOOM INC Software may only be accessed by Administrators and Authorized Persons to whom USERZOOM INC has assigned and given the appropriate Password of the UserZoom Services, in accordance with the provisions of Condition 3 above.

   • 9.2 The CUSTOMER may only use the UserZoom Platform and the USERZOOM INC Software in accordance with the purposes envisaged in these Terms of Service.

   • 9.3 By way of illustration, but not so limited, the CUSTOMER is expressly forbidden to use the UserZoom Platform and the USERZOOM INC Software for the following purposes:

     1. The exploitation, reproduction, circulation, transformation, distribution, transfer by any means, subsequent publication, exhibition, public communication or representation in whole or in part of the USERZOOM INC Software.

     2. To allow persons other than the Administrators and Authorized Persons designated by the CUSTOMER in accordance with the provisions of Condition 3 above to benefit from the UserZoom Services or access to the UserZoom Platform and to the USERZOOM INC Software.

     3. To perform any kind of action which may involve modifications, adjustments, damage or alterations to the UserZoom Platform.

   • 9.4 During the use of the UserZoom Services, the CUSTOMER undertakes to refrain from transferring, circulating or making available to the Participants or to third parties information, messages, graphics, sound and/or image files, photographs, recordings, software and in general any kind of material, data or contents which:

     1. Induce, incite or promote criminal, denigrating, defamatory, shameful, or violent actions or, in general, actions contrary to the law, morality and generally accepted good customs or contrary to public order.

     2. Induce, incite or promote discriminatory actions, attitudes or ideas based on gender, race, religion, beliefs, age or status.

     3. Incorporate criminal, violent, pornographic, or degrading messages or, in general, messages contrary to law, morality and generally accepted good customs or contrary to public order.

     4. Are protected by any intellectual or industrial property rights belonging to third parties, without the CUSTOMER having previously obtained from the holders thereof the necessary authorization to carry out the use which it makes or seeks to make.

     5. Constitute unlawful, misleading or unfair advertising and, in general, which constitute unfair competition.

     6. Cause, due to their characteristics (such as format, extent, etc.), difficulties in the normal operation of the UserZoom Platform or of the UserZoom Services.

     7. Induce or generate any information or data which are considered unlawful, offensive, calumnious, injurious, defamatory, racist, xenophobic, obscene, insulting, threatening or discriminatory.

     8. Induce or generate any information or data which contain viruses, trojans, or any other elements which may damage or alter the UserZoom Platform.

   • 9.5 The CUSTOMER shall be liable for any information or contents which it may insert or are generated in the UserZoom Platform in the course of the provision of the UserZoom Services and for any loss and damage which may be caused to USERZOOM INC and other customers of USERZOOM INC or third parties as a result of the breach by the CUSTOMER itself of the provisions of these Terms of Service and, in particular, of any loss and damage arising from the content of the CUSTOMER’s Projects. Therefore, it shall hold USERZOOM INC harmless in relation to any claim which may be filed against it in relation to the foregoing, agreeing to pay the amounts which for any reason USERZOOM INC may be obliged to pay.

   • 9.6 In order to verify the observance by the CUSTOMER of the provisions of these Terms of Service and guarantee the security and good use of the UserZoom Platform, USERZOOM INC reserves the right to enter the CUSTOMER’s Account in order to monitor, in a rational manner, the use by the Administrators and Authorized Persons of the UserZoom Platform and of the USERZOOM INC Software. If in some jurisdiction the monitoring of contents is subject to any additional requirements, the CUSTOMER must comply with such requirements and obtain the consents which may be necessary for such purpose at any given time.

   • 9.7 If the access, use or keeping of the CUSTOMER’s Projects or any other action arising from the UserZoom Services is subject to conditions, restrictions or a specific regulation, the CUSTOMER must have complied in advance with such conditions, restrictions or regulations.

10. Use of the UserZoom Services by third parties

    • 10.1 If USERZOOM INC has accepted that the CUSTOMER assign to third parties the use of the UserZoom Services, the CUSTOMER undertakes to ensure that such third parties are aware of, assume, accept and observe the Terms of Service of the UserZoom Service, and in particular, in relation to the conditions of use of the UserZoom Platform and the USERZOOM INC Software, observance of the User Manual and technical specifications, rights over the Platform and the USERZOOM INC Software, and, where relevant, processing of personal data.

    • 10.2 Notwithstanding the provisions of the previous section and within the limits established in the Terms of Service of the UserZoom Service, the CUSTOMER shall in any event be liable to USERZOOM INC for any breach of such third parties or damage of any kind which they may cause.

11. Price and method of payment

    • 11.1 In the Order Form the price and the method of payment which will be applicable as consideration for the UserZoom Services and rights of use of the USERZOOM INC Software granted to the CUSTOMER under the provisions of these Terms of Service shall be described.

    • 11.2 In particular, it is expressly placed on record that the price of the UserZoom Services and of the license of the USERZOOM INC Software will be established according to the parameters which are specified in the Order Form.

12. Liability of USERZOOM INC in relation to the provision of the UserZoom Services

    • 12.1. The total liability of USERZOOM INC for all the items arising from the provision of the UserZoom Services, including the license to use the USERZOOM INC Software, may not in any event exceed an amount equal to the price actually collected by USERZOOM INC. The CUSTOMER may not in any event claim from USERZOOM INC any indemnity for loss and damage which may be classified as consequential damage, lucrum cessans, loss of business, loss of commercial reputation or third-party claims against the CUSTOMER (even if public bodies or its customers are involved), nor for any similar damage.

    • 12.2. Notwithstanding the foregoing, USERZOOM INC. shall indemnify, defend and hold harmless Customer, its affiliate companies, and its and their directors, officers, employees and agents from and against all present and future losses, liabilities, claims, demands, and suits at law or equity (and all costs of such suits, including but not limited to attorneys’ fees) for actual or alleged infringement of any patent, copyright, trademark, trade name, service mark or corresponding right by reason of the use or possession of the USERZOOM INC. Services or USERZOOM INC. Software. Notwithstanding the foregoing, USERZOOM INC. shall have no obligation to indemnify, defend or hold harmless in the event the claim of infringement relates to modifications or changes made to the USERZOOM INC. Services or USERZOOM INC. Software (A) by Customer without USERZOOM INC.’s permission or (B) by USERZOOM INC. in compliance with Customer’s specifications or instructions (unless USERZOOM INC. had reason to know that such modification or change would violate any third party rights).

13. Data protection

    • 13.1 The data which the Participants provide for the performance of the CUSTOMER’s Projects and any others which may be inserted or generated in the UserZoom Platform shall, in principle, be dissociated data which do not allow them to be identified. However, on an exceptional basis, in certain Projects of the CUSTOMER it might be necessary to process personal data of the Participants. In such case it will be necessary for the CUSTOMER to have obtained from the Participants prior acceptance of the CUSTOMER’s privacy policy which will govern the processing of its personal data in relation to such Projects of the CUSTOMER and, in any event, the following provisions will be applicable:

      1. USERZOOM INC and the CUSTOMER shall duly comply at all times with the provisions contained in the data protection legislation which are applicable in relation to the information and data handled in the course of the supply of the Services the subject-matter of this Contract.

      2. In particular, USERZOOM INC undertakes to process the data in accordance with the CUSTOMER’s instructions, to refrain from applying or using them for a purpose other than the supply of the services the subject-matter of these Terms of Service, and from disclosing them, not even for the keeping thereof, to other persons.

      3. Once the supply of the services has ended, the personal data must be destroyed or returned to the CUSTOMER, as well as any medium or document containing any personal data processed, unless USERZOOM INC is legally obliged to keep them, and for the duration of such obligation.

      4. Data shall not be destroyed where there is a legal provision requiring that they are kept, in which case they must be returned, the CUSTOMER guaranteeing to keep them.

      5. USERZOOM INC shall keep the data duly blocked if liability may arise from its relation with the CUSTOMER.

      6. The CUSTOMER shall also fulfill the obligations contained in the statutory provisions on data protection which affect it as controller of the files containing such data, inter alia, the legal obligations vis-à-vis the data subjects and the competent authority in relation to data protection or body which may replace it, or, where relevant, the authorities with jurisdiction over the matter.

      7. The CUSTOMER authorizes USERZOOM INC to charge it the costs, including any kind of indemnity, penalties and expenses arising from claims of the data subjects, due to failure to obtain the consent of the Participants for the processing of their personal data, or due to the breach because of negligence and/or lack of confidentiality, improper use and/or processing of the personal data, expressly including any amounts arising from the penalties which may be imposed on it by the competent authority in relation to data protection for the breach or defective observance of the legislation applicable on the subject, provided that it is attributable to the CUSTOMER, its employees or persons under its control. In such cases, USERZOOM INC shall notify to the CUSTOMER any claims which it receives, so that the CUSTOMER may intervene at its expense in the legal defense, the CUSTOMER being required to act at all times in a coordinated manner with USERZOOM INC and preserving the image of USERZOOM INC.

      8. In relation to the provisions of Condition 6.1 of these Terms of Service, the CUSTOMER expressly consents to USERZOOM INC actually contracting and that it may subcontract to the companies listed at any given time at the address www.userzoom.com, so that they may provide certain services which USERZOOM INC requires for the provision of the UserZoom Services for the CUSTOMER. Since the supply of such services may require in exceptional cases that the aforementioned companies process personal data of the Participants, in the contract which USERZOOM INC signs with the third-party subcontractors, in relation to the aforementioned processing of personal data, USERZOOM INC shall be deemed to act in any event for and on behalf of the CUSTOMER.

14. Adaptations or new applications

    • 14.1 The CUSTOMER knows and accepts that USERZOOM INC may carry out adaptations, modify, eliminate or add new functionalities in the UserZoom Services and/or in the USERZOOM INC Software, on the understanding that any change which involves a substantial modification of the UserZoom Services must be notified sufficiently in advance to the CUSTOMER.

    • 14.2 If as a result of such adaptations, modifications, eliminations, additions or new functionalities, USERZOOM INC considers it necessary to modify these Terms of Service, it shall notify the new Terms of Service to the CUSTOMER, which shall be deemed to be accepted by the latter unless it notifies otherwise in writing to USERZOOM INC within five (5) days.

15. Duration and termination of the UserZoom Services and of the license

    • 15.1 The contractual relation regulated in these Terms of Service shall take effect from when USERZOOM INC has received the acceptance by the CUSTOMER of the Terms of Service and of the Order Form, and shall have a term of one (1) year, which may be automatically extended for successive periods of one (1) year, unless either of the parties notifies to the other, fifteen (15) days prior to the termination of the initial term or of any extensions thereof, its intention not to extend the term. In relation to the free trial period, these Terms of Service shall also cover that period, subject to the limitations, terms and conditions provided herein.

    • 15.2 The contractual relation which is regulated by these Conditions of Use shall be terminated when any of the following causes exist:

      1. Due to the conclusion of the term or of any of the extensions thereof.

      2. At any time, by mutual agreement of the parties.

      3. Due to notice of termination of the contract issued by USERZOOM INC based on the breach by the CUSTOMER of the obligation to pay any of the invoices, or of any other of its obligations as have been established in these Terms of Service or in the Order Form, without prejudice to the right of USERZOOM INC to opt for the continuance of the contract and to demand from the CUSTOMER the full performance of its obligations and to demand from it, in any of the foregoing cases, the repair of the harm caused by the breach in question.

    • 15.3 The CUSTOMER gives an undertaking that, within a maximum period of fifteen (15) days from the termination of the license relating to the USERZOOM INC Software, regardless of the cause, it shall deinstall or delete from its computer systems the USERZOOM INC Software as well as any copy, medium or documentation relating to it.

16. Keeping and migration of the CUSTOMER’s information

    • 16.1 The CUSTOMER’s Projects performed by the CUSTOMER shall be kept, in the CUSTOMER’s Account, for a maximum period of six (6) months from when the relevant Project of the CUSTOMER has ended. When that period has elapsed USERZOOM INC may eliminate the CUSTOMER’s Projects and any information which appears within the CUSTOMER’s Account.

    • 16.2 In the event of termination of the UserZoom Services for any reason, the aforementioned period of six (6) months shall run from the date of termination of the contractual relation.

    • 16.3 The migration of the information of the CUSTOMER’s Projects to environments belonging to the CUSTOMER shall be at its own expense, although USERZOOM INC may provide it with instructions which may help it in the execution of such migration.

17. The CUSTOMER’s liability for the actions of the Administrators and Authorized Persons

    • The CUSTOMER undertakes to ensure that the Administrators and Authorized Persons that use the USERZOOM INC Software in the framework of the UserZoom Services, know, assume, accept and fulfill the obligations provided in these Terms of Service, in the Order Form or in any other documentation that is applicable to the provision of the UserZoom Services, and assumes full responsibility for the possible breach by the Administrators and Authorized Persons of any of such obligations.

18. Confidentiality

    • The CUSTOMER and USERZOOM INC shall keep strictly confidential and shall refrain from disclosing to third parties, in whole or in part, any data and information which are supplied to them by the other party in the development and execution of the UserZoom Services, nor shall they use or reproduce them, either in whole or on part, without the prior written authorization of the other party and shall use such information exclusively for the purposes regulated in these Terms of Service. The following shall not be considered confidential: data or information provided by one of the parties which (i) are in the public domain or which enter the public domain without an infringement by the disclosing party, (ii) have been created, supplied, discovered, developed or obtained by that Party without using confidential information of the other party, (iii) have been legitimately received by the party that discloses them from a third party not subject to confidentiality of the other party, and (iv) must be disclosed due to an unavoidable legal obligation which is beyond the reasonable control of the party that is obliged to disclose them, provided that such party notifies to the other party the need to disclose sufficiently in advance.

19. Force majeure

    • 19.1 The Parties shall not be liable for the breach of the obligations established in these Terms of Service insofar as such breach is due to causes reasonably beyond the control of the defaulting Party, such as, but not limited to, fires, floods, strikes, labor disputes or other social disturbances, scarcity or unavailability of fuel or electricity, unavailability or irregular operation of communication networks, accidents, wars (whether or not declared), commercial embargos, blockades, disturbances or insurrections.

    • 19.2 Nor will they be responsible for events which could not have been foreseen, or which, even though they could have been foreseen, were inevitable.

20. Continued existence of clauses

    • If any clause of these Terms of Service is declared, in whole or in part, void or unenforceable, such nullity or unenforceability shall only affect such provision or part thereof which is void or unenforceable, and the rest of the Terms of Service shall remain in force, such provision or the part thereof that is affected being deemed not to be inserted. For such purposes, the Terms of Service shall only cease to be valid in relation to the void or unenforceable provision, and no other part or provision of these Terms of Service shall be annulled, invalidated, prejudiced or affected by such nullity or unenforceability, unless, because it is essential to these Terms of Service, they must be affected as a whole.

21. Applicable law

    • Any dispute arising from the interpretation or execution of these Terms of Service or from any possible modifications thereof, as well as any breach thereof, shall be interpreted in accordance with the laws of the state of California, without reference to conflicts of law principles.

22. Competent jurisdiction

    • In order to resolve any dispute relating to the provisions of these Terms of Service or in execution thereof, the CUSTOMER and USERZOOM INC expressly agree that any lawsuit between the parties arising from or related to this Agreement must be filed in the state and federal courts located in or serving San Jose, California and expressly consent to the personal jurisdiction of those courts.