Member
Agreement/Terms and Conditions
You have been invited
to participate in an online market research project (the "Community")
conducted by C Space (“we”) on
behalf of its client ("Sponsor"). For more information about C Space, see its website at www.cspace.com.
For more information about the Sponsor, please refer to your Community. In some
Communities, the Sponsor will remain anonymous.
1.
You will need to register with the
Community in order to use its principal functions. Your access to the Community
is permitted on the basis that:
(a)
only you use your username and password;
and
(b)
you provide correct,
current and complete information about yourself when registering.
2.
Please do not share your Community login
credentials with anyone. You received your invitation to participate in the
Community based on specific criteria and the invitation was meant for you only.
Your inclusion in the Community was based on information you have provided that
meets Community selection criteria. C Space may terminate your
access to the Community or to your account without notice to you at the
discretion of C Space or the Community Sponsor, including (but not
limited to): (i) if you share your Community access
information with anyone; (ii) if you misrepresent information relevant to the
Community selection criteria; (iii) if you violate the Community Code of
Conduct (below); (iv) if the market research goals of our Sponsor change; (v)
if you fail to participate actively in Community activities; or (vi) if you
fail to comply with any of these Terms and Conditions.
3.
You are entitled to terminate your
account with us at any time by notifying us through the appropriate account
management screens. If you terminate your account, please note that Your
Content (as defined in paragraph 5) published on the Community will still be
visible to others on the Community, and we may continue to display Your Content
on the Community unless you request in writing that we remove it, in which case
paragraph 25 will apply.
4.
We may withdraw your access to the Community
and/or your account at any time and for any reason and we will not be liable
for any resulting loss of damage to the fullest extent permissible in law.
5.
On certain parts of the Community, you
may be invited to submit materials for publication on the Community and/or use
by C Space in accordance with these Terms and Conditions (“Your Content”).
6.
The Community Code of Conduct governs
your participation in, and use of, the Community. The Code of Conduct is
designed to ensure the Community is a safe and comfortable environment for all
members. If you violate the Code of Conduct, your Community account may be
suspended or terminated. The provisions of the Code of Conduct are as follows:
(a)
While participating in the Community,
you will respect the rights of the other members to use the Community as it was
intended.
(b)
You will only access the Community if you
are a member of it.
(c)
You or anyone in your household or
immediate family cannot work for a market research company. There may also be
other employment exclusions represented in the recruitment screener for your
Community. These exclusions exist so that C Space and/or its
Sponsor can meet specific research goals and are not included for any
discriminatory purpose. You agree to respond accurately to such recruitment
questions.
(d)
You will not upload,
post or otherwise distribute any other member's personal information through
the Community.
(e)
You will not violate or infringe any Rights
(as defined in paragraph 10) of third parties and you will not violate any
applicable laws or regulations. We appreciate that you may not be an expert in
Rights, but by way of example:
(i)
Your Content must not include music
unless you have written the music yourself or have a licence from the person
who wrote and recorded the music; or
(ii) Your
Content must not contain any identifiable brands or logos other than Sponsor brands
or logos.
(f)
You must have the express consent of any
individual featured in Your Content to the use of their image and/or voice in
accordance with the permission you grant to us below. If you do not have their
consent, you must not submit any content featuring that individual to the
Community.
(g)
Your Content must not contain any
material which is or may reasonably be considered to be threatening,
defamatory, obscene, indecent, offensive, pornographic, abusive, liable to
incite racial hatred, discriminatory, menacing, scandalous, inflammatory,
blasphemous, or in breach of confidence.
(h)
You will not post any of the following:
material that advocates illegal activity; material that restricts or inhibits
any other user from using the site; material that contains a virus or other
such component; advertising or any form of commercial solicitation; or
copyright-protected files.
(i)
You will not copy or download any
material from the Community unless instructed to do so by a Community facilitator.
7.
The privacy of your personal data is
important to us. Please see the Privacy Policy [Link to PP], which forms part
of these General Terms, for details of how your personal data is held and
processed.
Confidentiality
8.
As a member of the Community, you may
have access to ideas or information that are and should remain confidential.
Please do not share confidential ideas or information with anyone, unless we
tell you otherwise or disclosure is required by local law. If confidential
information is released, we may have to remove the Community member(s) who
released the information, or we may have to shut down the Community entirely.
Material
that You Share with the Community
9.
By agreeing to these terms and
participating in the Community, you irrevocably assign to C Space all rights in any expressions of ideas
that you provide during your participation in the Community. All comments,
suggestions, graphics, expression of ideas (including the expression of product
and advertising ideas), and other information or materials you submit, post, upload,
or otherwise provide to C Space through the Community will become
and remain the exclusive property of C Space, including any future
rights associated with such submissions, even if these Terms and Conditions are
later modified or terminated. This means that you disclaim any proprietary
rights in such submissions, and you acknowledge C Space unrestricted
right to use and/or assign or otherwise transfer them (or materials or expression
of ideas similar to them) in any medium, now and in the future, without notice,
compensation or other obligation to you or any other person.
10.
The Community and all information,
images, photographs and other content displayed on the Community (“Material(s)”) are protected by certain
rights. These rights include all patents, rights to inventions, copyright and
related rights, moral rights, trademarks and service marks, business names and
domain names, goodwill and the right to sue for passing off or unfair competition,
rights in designs and all other intellectual property rights, in each case
whether registered or unregistered (“Rights”).
These Rights either belong directly to C Space or are licensed to
us from their respective owners or licensors.
11.
You may only view, print out and use the
Community and the Materials for your own personal, non-commercial use. We
expressly reserve all Rights in and to the Community and the Materials and your
use of the Community and Materials is subject to the following restrictions.
You must not:
(a)
remove any copyright or other
proprietary notices contained in the Materials;
(b)
use any Materials from the Community in
any manner that may infringe any of our Rights or the Rights of a third party;
or
(c)
reproduce, modify, display, perform,
publish, distribute, disseminate, broadcast, frame, communicate to the public
or circulate to any third party or exploit the Community and/or the Materials
in any way, including for any commercial purpose, without our prior written
consent.
12.
Any use of the Community or the
Materials in a manner not expressly permitted by these General Terms may
constitute an infringement of our Rights or the Rights of our licensors. We and
our licensors reserve the right to exercise all rights and remedies available
in respect of any infringement of Rights in the Community or the Materials
accessible on it.
13.
By uploading Your Content to the Community,
you hereby grant C Space and the Sponsor and their designees,
together with users of the Community an
irrevocable non-exclusive licence (which is unlimited in time) to view and use
Your Content without restriction, including for commercial and market research
purposes.
14.
You further agree to release and waive
all claims against C Space and the Sponsor with respect to any
intellectual property or other proprietary rights, rights of privacy and
publicity, rights of attribution, or any other liability under the applicable
laws. You agree to indemnify and keep indemnified C Space and the
Sponsor from all claims, actions, damages, costs, judgments, penalties or
expenses of any kind whatsoever (including reasonable legal fees except as
provided herein), which may be obtained against, suffered by, or imposed upon C Space, the Sponsor, and/or their officers, directors, agents or
affiliates as a result of any claim for its use of any information you provide
through the Community that breaches the intellectual property rights of any
third party or that is confidential or protected by the laws of any
jurisdiction.
Reliance
on the Information on the Community
15.
The information published on the
Community is for general information purposes only and therefore you should not
rely on it and we expressly exclude any liability for any loss or damage
arising from your reliance on any information available on the Community to the
fullest extent permissible by law.
16.
We recommend that you take further
advice or guidance before taking any action based on the information contained
on or generated by the Community.
Third
Party Sites and Applications
17.
Your participation in your Community may
require use of mobile device services, including data and/or messaging
services. Please be aware that your normal carrier's rates and fees, such as
text messaging fees or data usage fees, will apply and C Space is
not responsible for any charges that may be incurred by you during
participation in any mobile device-based Community.
18.
The Community may include links to third
party sites or services, including links added by Community members. The links
are contained within the Community for informational purposes only. If you
access any of the links to Internet sites, content, or videos that are accessible
through the Community but are maintained by third parties, you do so at your
own risk, and C Space and the Sponsor are not responsible for
their contents, or how they treat your personal information.
19.
At the Community Sponsor's discretion,
the Community may include the option to integrate or associate your C Space
account with third party services, including social media applications such as
Facebook®. If this is the case in the Community, C Space will
provide you with instructions for (a) linking your Community Account to your
social media account and (b) terminating the link between your Community
Account and your social media account. If this option is available and you
choose to integrate your C Space account with third party services
or social media sites, C Space may no longer be able to control
who sees or who can access the information associated with or shared through
your linked account. Instead, the use of your information and content you share
through social media sites will be governed by the privacy policies and privacy
settings associated with your social media account. The posting of content
and/or information to any third party site or through any third party service
is at your own risk and outside these Terms and Conditions. Our Services do not
and cannot control the posting of content or sharing of information by any user
to third party sites, including any social media website.
20.
To the extent the Community uses or
links to third party sites, applications or services, your use of such sites,
applications or services may also be governed by the privacy policies and terms
of use of the third party sites and/or applications. We encourage you to review
any privacy policies and other agreements that may be applicable to your use of
any such third party sites and/or applications.
21.
C Space and the Sponsor are
not responsible for the use of your information by these third parties and C Space makes no guarantee that such third party sites or applications are
free from computer viruses or malware. C Space and the Sponsor
expressly disclaim all liability for any losses, costs or expenses that you
suffer as a result of your use of these third party sites, services and/or
applications.
22.
The Community is a venue through which
members can participate in an interactive and vibrant online community. Because
of the interactive nature of the Community, the information and materials
posted in the Community by Community members is not controlled or pre-approved
by C Space or the Sponsor. Any information or material placed
online by Community members, including advice and opinions, are the views and
responsibility of those who post the statements and do not necessarily
represent the views of C Space or the Sponsor. C Space
and the Sponsor do not endorse, support, sanction, encourage, verify, or agree
with the comments, opinions, or statements posted within the Community. You
agree that the C Space and the Sponsor are not responsible, and
shall have no liability to you, with respect to any information or materials
posted by others.
23.
C Space and the Sponsor are
not responsible for content provided by others, including Community members, and
we do not have any obligation to pre-screen content posted within a Community. C Space and/or the Sponsor have the right, but not the obligation, to
refuse to post, redact or delete any content for any reason. C Space
and the Community Sponsor are not responsible for any failure or delay in
removing material.
24.
If you have an enquiry or complaint
about the Community, you should contact our customer services department at [insert
customer services contact details] and we will try to answer your enquiry or
resolve any complaint as soon as possible.
25. If you wish to request us to stop using any of Your Content at any time, you should notify us by emailing [insert email address] setting out details of Your Content (the “Notified Content”) and, for Notified Content published on the Community, where it can be found on the Community. We will endeavour to respond promptly and to endeavour to cease using the Notified Content.
26.
If you have good reason to believe that
any Materials posted by other users do not comply with the Community Code of
Conduct, then you should notify us by emailing us at [insert email address] or
clicking [insert details of any report mechanisms featured on the Community].
27.
Where we receive notification that
Materials posted by other users do not comply with the Community Code of
Conduct, we will endeavour to investigate promptly. Whilst we are investigating, we reserve the
right to remove the affected Materials immediately from the Community.
28.
C Space and the Sponsor
value your participation in the Community. In appreciation for sharing your
views and perspectives, we may offer certain member appreciation programmes to
members from time to time. It is your responsibility to determine the amount of
and pay any taxes or duties associated with the awards you earn. At any time
and for any reason, we may suspend or cancel the member appreciation programme.
You can find out more about member appreciation awards by visiting the Member
Appreciation Plan posting in the Community.
If
You Have Questions
29.
Any questions regarding your
participation in the Community should be directed to your C Space Community
facilitator.
Notification
of Changes
30.
We reserve the right to and may change
or revise these Terms at any time. Please visit the Member Agreement area each
time you visit the Community to keep up to date with the current Terms. Your
use of and participation in the Community confirms your continuing agreement to
the then-current Terms.
Disclaimer,
Limitation of Liability and Indemnity
31.
You acknowledge that we cannot guarantee
that the Community will:
(a)
stay the same, as we might change or
remove it or make access to it subject to registration or charges;
(b)
be compatible with all or any hardware
or software which you may use;
(c)
be available all the time or at any
specific time;
(d)
be accurate and up to date; or
(e)
be error-free or free of
viruses, electronic bugs, Trojan horses or other harmful components and you must
take your own precautions accordingly.
32.
You also acknowledge that:
(a)
we cannot guarantee the speed or
security of the Community; and
(b)
we will not be
responsible for any damage or loss you may suffer directly or indirectly as a
result of any virus attack that can be traced to the Community to the fullest
extent permissible by law.
(c)
To the extent permitted by law, we
exclude all conditions, warranties, representations or other terms which may
apply to the Community or any Materials on it, whether express or implied.
(d)
We are only liable to you in connection
with your use of the Community for losses which you suffer as a direct result
of our breach of these Terms and Conditions. We shall not be liable for any
indirect, special, incidental or consequential damage or loss or for any
business losses that you may incur, including but not limited to lost data,
lost profits or business interruption.
(e)
We are not liable for any materials
posted by other users and which are available on the Community. In the event
that you believe such materials infringe any intellectual property rights, or
are illegal, then you should contact us your C Space Community
facilitator.
33.
We do not exclude our liability (if any)
to you for:
(a)
personal injury or death resulting from
our negligence;
(b)
fraud or fraudulent misrepresentation;
or
(c)
any matter for which it
would be illegal for us to exclude or to attempt to exclude our liability.
34.
We reserve the right to remove from the Community,
without notice and at our sole discretion, any content that we consider
inappropriate for the Community. We may also ban, block or delete any user
accounts if, according to our sole judgement, their owners or Users have
infringed the Agreement or any relevant House Rules or are using our service in
a manner that we consider inappropriate.
35.
If any part of this Agreement shall
become void or invalid by virtue of law or government order, the remaining
parts remain valid and enforceable and the void or invalid provision(s) shall
be replaced by such valid provision(s) reflecting most closely the commercial
intentions of this Agreement.
Applicable
Law and General Provisions
36.
These Terms and Conditions and
any disputes arising under or related to these Terms and
Conditions (whether in contract, tort (including negligence), statute or
otherwise) will be governed by the laws of England & Wales. Any legal
actions, suits or proceedings arising out of these Terms and Conditions,
whether in contract or tort (including negligence, statute or otherwise), will
be brought exclusively in the courts of England & Wales, and you
hereby accept and submit to the personal jurisdiction of these courts with
respect to any legal actions, suits or proceedings arising out of
these Terms and Conditions.
37.
You may not assign, sub-license or
otherwise transfer any of your rights under these General Terms.
38.
If any provision of these General Terms
is found to be invalid for any reason, the invalidity of that provision will
not affect the remaining provisions of these General Terms, which shall remain
in full force and effect.
39.
Failure by either of us to exercise any
right or remedy under these General Terms does not constitute a waiver of that
right or remedy.