TEST PARTICIPANTS
2.1 User500-Sourced Participants. Without prior written approval from User500, Customer shall not solicit or contact User500-sourced Test Participants beyond the specific Test.
2.2 Status. Participants are independent individuals and not User500 employees or agents. User500 ensures Participants agree to confidentiality regarding Test contents.
2.3 Disclaimer. USER500 DISCLAIMS LIABILITY FOR PARTICIPANTS' ACTIONS, STATEMENTS, OR OUTPUT, INCLUDING ACCURACY OR CONTENT. CUSTOMER'S USE OF OUTPUT IS AT CUSTOMER’S OWN RISK.
ORDER PROCESS
3.1 User500 Orders. Orders may be executed in writing or via online subscription. Affiliate Orders bind both Affiliate and Customer to this Agreement.
3.2 Order Details. Orders will specify Products, Services, Subscription Term, Fees, payment terms, restrictions, and other agreed-upon details.
3.3 Third-Party Orders. Customer’s access via authorized third parties remains subject to these Terms, which supersede conflicting third-party agreements.
3.4 Free Trials. User500 may offer Free Trials without commitment to specific functionality or service levels. Free Trials end as outlined in the applicable Order or at User500’s discretion.
PRODUCT LICENSE AND USERS
4.1 License. User500 grants Customer a non-exclusive, non-transferable license for Product use within Subscription Terms solely for Customer’s internal business purposes.
4.2 Workgroup License. Licenses may be granted to Customer’s designated Workgroups.
4.3 Seat-Based License. If Workgroup is unspecified, licenses are seat-based and individually assigned to specific Users.
4.4 Agency License. Usage for third-party End Clients requires explicit designation and prior notification to User500.
4.5 Data Retention. User500 retains Customer Property post-termination for at least 30 days. Customer may request data downloads within this retention period.
4.6 Updates. Products may receive periodic updates or maintenance without significantly degrading functionality.
CUSTOMER RESPONSIBILITIES
5.1 Restrictions. Customer will not reverse engineer, modify, introduce harmful code, copy, or frame Products.
5.2 User Accounts. Each User must have an individual account. Accounts cannot be shared but may be reassigned with User500’s approval.
5.3 Responsibilities. Customer ensures proper use, legality of Customer Property, prevention of unauthorized use, and compliance with applicable laws and User500’s policies.
5.4 Prohibited Activities. Customer shall not share User Accounts, use Products for unauthorized purposes, resell, violate applicable laws, or attempt competitive analysis or AI training.
INTELLECTUAL PROPERTY
6.1 User500 Ownership. All User500 Property remains User500’s exclusive property.
6.2 Output Ownership. Upon Fee payment, Customer receives copyright ownership of Test Output.
6.3 Customer Ownership. Customer retains ownership of Customer Property and warrants its rights to provide such property.
6.4 Usage License. Customer grants User500 licenses necessary to perform obligations, including displaying Customer Property to Participants.
DATA PRIVACY
7.1 Compliance. Both parties must comply with data privacy laws and applicable Data Processing Agreements (DPAs).
7.2 Consent. Customer is responsible for obtaining required consents from Participants, including disclosures of data collection practices.
PRICING AND PAYMENT
8.1 Fees. Customer shall pay Fees promptly according to Order terms. Unpaid balances may result in Product suspension or additional charges.
8.2 Taxes. Customer is responsible for all applicable taxes unless proof of exemption is provided.
TERM AND TERMINATION
9.1 Agreement Term. This Agreement remains effective until terminated according to these Terms.
9.2 Termination. Either party may terminate for material breaches not cured within specified timeframes. Refunds or Fees due will apply accordingly.
CONFIDENTIALITY
10.1 Protection. Parties will protect Confidential Information and disclose it only to necessary parties bound by similar confidentiality obligations.
10.2 Permitted Disclosure. Disclosure may occur if legally required with prior notice to the disclosing party.
WARRANTY AND LIABILITY
11.1 Product Warranty. User500 warrants Products will substantially match documentation during Subscription Terms.
11.2 Service Warranty. Services will be provided competently and professionally.
11.3 Warranty Disclaimer. USER500 DISCLAIMS ALL OTHER WARRANTIES NOT EXPLICITLY STATED HEREIN.
LIMITATION OF LIABILITY
12.1 Liability Cap. Each party’s liability is capped at Fees paid or payable in the preceding 12-month period, excluding indemnification and gross negligence.
GENERAL
13.1 Governing Law. Governed by California law if in the Americas, or English law otherwise.
13.2 Independent Parties. The parties are independent contractors without partnership or agency.
13.3 Entire Agreement. These Terms represent the full agreement, superseding prior understandings. No modifications unless signed by both parties.
DEFINITIONS
Defined terms such as "Affiliate," "Agreement," "Participant," "Confidential Information," "Customer Property," "Order," "Output," "Products," and others carry meanings consistent with their general commercial use within these Terms.
