On Device Research Ltd

Terms and Conditions for Survey Respondents

These terms and conditions govern the relationship between On Device Research Limited (“ODR”, “we”, “our” or “us”), registered in England and Wales under company number 07329573 and with its registered office at 99 College Place, London, NW1 0DR, United Kingdom, and you (hereinafter the “Respondent”, “you” or “your”). These terms and conditions (this “Agreement”) constitute a binding, legal agreement between ODR and Respondent. Set forth below are the terms and conditions under which ODR and its clients operate and manage the surveys which are made available to you via either www.ondeviceresearch.com or a specific survey portal (the “Sites”). The Sites are operated by On Device Research Limited (details of which are set out above).

By accessing the Sites and/or surveys you agree to, and are bound by, this Agreement. If you do not agree with any of the terms of this Agreement, then you must access or use the Sites, any information contained on the Sites or submit any information to ODR via the Sites or otherwise.

  1. Provision of the Sites and Responding to Surveys
    1. ODR or its clients shall issue Respondents with a survey. Respondents will be invited to complete the survey and may, at the discretion of ODR or the applicable client of ODR, receive an incentive in exchange for you completing the survey. Such incentives may include entry to a prize draw, a direct financial incentive or some other incentive which ODR deems appropriate. Any financial incentives shall be paid by us (at our sole discretion) to you via Paypal or Moneygram within a reasonable period of time.
    2. We process information about you in accordance with our Privacy Policy. By using the Sites and/or submitting information to us you consent to such processing and you warrant that all data or information provided by you is complete, truthful, accurate and up to date.
    3. ODR reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Sites or any part thereof, or Respondent’s access thereto. ODR may recover from the Respondent any losses, damages, costs or expenses incurred by ODR resulting from or arising out of Respondent’s non-compliance with any provision of this Agreement. ODR may also, in its sole discretion, declare any accumulated or offered incentives or prizes due to you as null and void.
    4. ODR will fully cooperate with any law enforcement authorities or court order, within the limits of any applicable law, requesting or directing us to disclose the identity of a Respondent.
    5. Respondent acknowledges and agrees that the Sites are provided “as is,” “where is,” “as available,” and “with all faults,” and that, except as may otherwise be set forth in this Agreement, ODR and its clients have no responsibility or liability for the loss or deletion of, or failure to receive, process, or store any Respondent Content (including survey or poll results or responses) as defined in clause 2.2(a) below.
    6. ODR makes no representations or warranties regarding the suitability, reliability, availability, timeliness, quality, or lack of viruses, or other harmful components of the Sites or the accuracy of such information, software, products and services.
  2. ODR Materials and Respondent Content
    1. Certain content and information is provided on and through the Sites, including, without limitation, documents, graphics and images that are not Respondent Content (as defined below) (collectively, the “ODR Materials”) are provided to you by ODR. The Intellectual Property Rights in and to such ODR Materials belong to ODR or to ODR’s contributors and ODR and its licensees reserve their respective Intellectual Property Rights in the ODR Materials. The term “Intellectual Property Rights” means:
      1. any copyright, design rights, patents, inventions, logos, business names, service marks and trade marks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods, trade secrets, semi-conductor rights, topography rights, whether registered or unregistered, rights in the nature of unfair competition and the right to sue for passing off;
      2. applications for registration or renewal, and the right to apply for registration or renewal, for any of these rights; and
      3. all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world, whether now known or subsequently created.
    2. Respondent acknowledges and agrees that:
      1. all survey questions, information, data, text, software, music, sound, photographs, images, video, survey responses, content, messages or other materials communicated, submitted or transmitted by Respondent or Respondents through the Sites or otherwise (collectively, “Respondent Content”), whether publicly posted or privately transmitted, are the sole responsibility of the Respondent;
      2. Respondent, and not ODR, is responsible for all Respondent Content that Respondent uploads, posts, emails, communicates, transmits, or otherwise makes available using the Sites or that is otherwise made available through the use of Respondent’s account, whether or not authorised by Respondent;
      3. the Respondent Content and our use of such Respondent Content will not infringe upon any copyright, right of privacy, proprietary right, intellectual property rights, right of publicity or any other right of a third party;
      4. it shall comply with all applicable laws, statutes, ordinances and regulations regarding use of the Sites and surveys;
      5. it shall not:
        1. submit or distribute Respondent Content which is or which ODR considers is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libellous, vulgar, obscene, offensive, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
        2. introduce or cause the introduction of any viruses, malware, spam or other harmful components to the Sites;
        3. use any technological devices such as spiders, robots or other automated data mining techniques to catalogue, download, store or otherwise reproduce or distribute content available on the Sites;
        4. manipulate the poll, survey or prize draws on the Sites;
        5. take any action to interfere with the Sites or any other user’s use of the Site, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing” the Sites;
        6. send unsolicited email, including promotions and/or advertising of products or services; and
        7. frame portions of the Sites within another website or alter the appearance of the Sites.
    3. ODR may, but is not obligated to, review any Respondent Content and block or terminate access of any Respondent whose Respondent Content ODR, in its sole discretion, considers is non-compliant with this Agreement.
  3. Intellectual Property Rights
    1. The Intellectual Property Rights in the Sites and in the material published on it are protected by copyright laws and treaties around the world and we, and our licensees, reserve our respective Intellectual Property Rights in the Sites and the content on it and no Intellectual Property Rights of any kind are assigned or licenced to you.
    2. We shall own and retain all right, title, Intellectual Property Rights and interest in and to all the Respondent Content (including, but not limited to, SMS responses, completes, responses to questionnaires, surveys, polls and other data provided by or on behalf of the Respondent). You hereby waive any and all moral rights (including rights of integrity and attribution) in and to the Respondent Content. You hereby assign to us all right, title and interest that you may have or may hereafter acquire in all Respondent Content, including all Intellectual Property Rights therein.
  4. Confidentiality
    1. For the purposes of this Agreement, “Confidential Information” shall mean information disclosed by (or on behalf of) us to you under or in connection with this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential.
    2. You agree to keep any Confidential Information you may obtain from us confidential and not to pass it on to anyone unless we have agreed otherwise in writing or if you have a legal obligation to do so or the information is available in the public domain.
  5. Indemnity by Respondent
    1. Respondent shall indemnify, defend and hold harmless ODR, its affiliates and their respective directors, officers, employees, agents and the clients of ODR from and against all claims, demands, damages, losses, liabilities and costs (including legal fees on a full indemnity basis) arising out of or in connection with your:
      1. breach of clause 2.2(e) (i) – (vii) (inclusive); and
      2. wilful misuse of the Sites or surveys.
  6. Term and Termination
    1. This Agreement shall automatically become effective upon Respondent’s acceptance of these terms and shall continue indefinitely until it is terminated in accordance with this Agreement.
    2. ODR may:
      1. suspend the Sites;
      2. freeze Respondent’s account; and/or
      3. terminate this Agreement,
        in the event that Respondent breaches this Agreement, any applicable law or regulation or is otherwise negligent in the opinion of ODR.
    3. ODR may terminate this Agreement for convenience at any time and without liability by providing written notice to the Respondent.
    4. Upon termination of this Agreement for any reason, Respondent shall immediately cease all use of the Sites and Respondent acknowledges and agrees that ODR may, in its sole discretion, take any measures ODR reasonably deems necessary or desirable to prevent further use by Respondent of the Sites, including, by blocking Respondent’s IP address.
    5. Respondent acknowledges and agrees that ODR shall not be obliged to retain any Respondent Content (including survey or poll results or responses) or to provide the same to Respondent.
    6. The following provisions of this Agreement shall survive the termination or expiry of this Agreement for any reason: clauses 1.3, 1.5, 2, 3, 4, 5, 6.4, 6.5, 6.6, 7, 8, 9, 11 and 12.
  7. Limit on Liability
    1. Nothing in this Agreement shall affect our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
    2. The material displayed on our Sites or otherwise supplied to you is provided without any guarantees, conditions or warranties as to its accuracy. To the fullest extent permitted by applicable law, ODR, its affiliates, and their respective directors, officers, employees, servants, agents and clients of ODR hereby expressly exclude all conditions, warranties, and other terms which might otherwise be implied by statute, common law or the law of equity including, without limitation, non-infringement, title, merchantability or fitness for a particular purpose. We do not warrant that the functions contained in the Sites or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that the Sites or the servers that deliver the Sites will be corrected, or that the Sites or those servers are made available free of viruses or other harmful components.
    3. Subject to clause 7.1, we shall not be liable to you under or in connection with the terms of this Agreement for any and all of the following, howsoever arising, whether or not such loss or damage was foreseeable or in the contemplation of the parties to this Agreement and whether arising out of breach of contract, tort (including negligence), breach of statutory duty or otherwise:
      1. loss of income;
      2. loss of actual or anticipated profits or savings;
      3. loss of, damage to or corruption of Respondent Content; or
      4. indirect, special, or consequential loss or damage of any kind.
    4. Subject to clause 7.1, our entire liability howsoever arising and whether arising out of breach of contract, tort (including negligence), breach of statutory duty, or otherwise to you shall be limited in aggregate in respect of all incidents or series of incidents related to your use of or access to Sites or in connection with the surveys to $50 USD.
    5. Any waiver by us of any of your obligations hereunder, or any failure to insist upon strict compliance with any obligation shall not operate as a waiver of, or estoppel with respect to any subsequent or other failure.
  8. Jurisdiction and Applicable Law
    1. This Agreement (and any non-contractual obligations relating to or connected with this Agreement) is governed by English law. Respondent agrees to bring any claim against ODR under the exclusive jurisdiction of the English Courts. ODR retains the right to bring proceedings against Respondent in its country of registration, residence or any other relevant country.
  9. Severability and Waiver
    1. If any of these terms of use are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms of use are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms of use and the remaining terms shall survive and continue to be binding and enforceable.
    2. Any waiver by us in writing of any of your obligations hereunder, or any failure to insist upon strict compliance with any obligation shall not operate as a waiver of, or estoppel with respect to any subsequent or other failure of yours.
  10. Assignment
    1. Respondent may not assign this Agreement without ODR’s prior written consent, which may be withheld in ODR’s sole discretion. ODR may assign this Agreement at any time to the successor in interest in connection with a merger, consolidation or for any corporate reorganisation of ODR.
  11. Entire Agreement
    1. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. In entering into the Agreement and the documents referred to in it, neither party relies on any undertaking, promise, assurance, statement, representation (whether innocent or negligent), assurance or warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement (“Representation”) other than as expressly set out in this Agreement or those documents.
    2. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract provided in this Agreement.
    3. Nothing in this clause 11 shall limit or exclude any liability for fraud or fraudulent misrepresentation.
  12. Variations and Notices
    1. ODR may make changes to the Sites or survey materials at any time.
    2. ODR may revise the terms of this Agreement at any time for security, legal, best practice or regulatory reasons by amending this page. ODR will display such changes on the Sites, and the Respondent should regularly check this Agreement to review any changes as they are binding on Respondent.
    3. All notices and other communications required or permitted to be given by ODR to Respondent under this Agreement will be deemed to be properly given on the date when:
      1. posted on the Sites; or
      2. sent by email to the email address for Respondent last recorded by ODR.
      3. Respondent may give notices to ODR under this Agreement by email to support@ondeviceresearch.com.

ODR Survey Respondent Terms November 2011

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