Terms & Conditions
Effective Date: June 4, 2020
THESE General TERMS GOVERN YOUR USE OF www.zamplia.com and other web and mobile sites on which we post a link to these General Terms (collectively the “Sites”). BY Visiting, ACCESSING OR USING any of our Sites YOU ARE CONCLUDING (or CONFIRMING) A LEGALLY BINDING CONTRACT BASED ON THESE General TERMS WITH US, Zamplia Ltd., with corporate headquarters in Toronto, ON Canada.
You are concluding such contract on behalf of yourself when you visit, access or use any of our Sites, and any reference to “you” in these General Terms.
If you do not agree with any of these General Terms, you must immediately stop using all of our sites. Do not visit, access or use any of our Sites if you do not wish to be bound by these general terms.
Conditional permission to use our Sites
We grant you a limited, freely revocable, non-assignable, non-exclusive permission to use our Sites on the condition that you agree and comply with these General Terms and that you use our Sites only for purposes of taking surveys and participating in market research as a respondent.
You are not permitted to resell or distribute any information or services provided on the Sites.
If you use our Sites in violation of these General Terms or any applicable law, you breach our contract, access our Sites without permission, and infringe our intellectual property rights and other rights. We reserve all rights not expressly granted herein, including, without limitation, title, ownership and all intellectual property rights to our Sites, information collected or displayed, technologies and any other tangible and intangible items we own or make available.
Attn: Michael Churcher, Privacy Officer
302 The East Mall
Toronto, ON M9B 6C7
We may change the Sites or these General Terms, or discontinue any of our Sites at any time, without advance notice, at our sole discretion, for any or no reason. We may also assign our contract to an affiliated entity or an acquirer of all or substantially all our assets, with notice to you. If you do not wish to accept the changes an assignment, your sole remedy is to terminate our contract and discontinue using the Sites.
Payments or Rewards Due
You understand that Zamplia operates as a marketplace that connects survey takers to survey opportunities. Zamplia does not compensate you for your participation in surveys; any rewards due you will come from your panel company or referring site.
We provide the Sites ‘as is,’ without any express or implied warranties or representations. Your use of the Sites is at your sole risk. We disclaim any warranties to the maximum extent permitted under applicable law. In particular, we do not warrant that the Sites will meet all of your requirements or expectations, that the Sites will function uninterruptedly, timely, secure or error-free or that all errors in the Sites will be corrected.
Limitation of Liability
To the maximum extent permitted by applicable law, we disclaim and exclude all liability of Zamplia Ltd. and its directors, officers, employees, affiliates and subcontractors for any direct, indirect, foreseeable or unforeseeable, typical or non-typical or consequential damages or loss of profits, whether derived from torts, breaches of contract, culpa in contrahendo, positive breach of duty or any other legal theory, except damages caused with wilful intent or gross negligence.
You represent and warrant that any content and information you post, communicate or transmit to or via the Sites is legal, accurate, not defamatory, and owned or licensed by you. You are responsible for any such content and other information. You agree to defend us, indemnify us and hold us harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Sites; (ii) any violation of these General Terms or applicable law; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your submissions caused damage to a third party. This defense and indemnification obligation will still apply even if these General Terms change or you stop using the Sites.
Choice of Law and Arbitration
DO’s and DON’Ts
- comply with our General Terms and all applicable laws and regulations
- protect your User ID and password from all third parties and keep confidential
- answer any and all questions honestly and completely
- use our Sites if you are under the age of 13
- use our Sites if you are a European Union citizen under the age of 16
- circumvent any technical protection measures to access information on the Sites
- use robots, spiders, scrapers or any other technologies except than industry-standard browsers (like Google Chrome, Firefox, Internet Explorer, etc.) to access our Sites
- share User IDs and passwords with third parties
- submit, store or transfer
- any material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property rights
- false information or misrepresent information in any ways that could damage us or any third party
- material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law
- material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs
- use another person’s account or impersonate another person
- interfere with or disrupt the integrity or performance of the Sites or the data contained therein
- attempt to gain unauthorized access to the Sites or any of our systems, networks or accounts
- resell or charge others for use of or access to the Sites
- copy or distribute any part of the Sites in any medium
Last updated: June 4, 2020
Proof Terms of Service
- These Proof Terms of Service (the “Terms”) are by Zamplia Ltd., with its principal address at 302 The East Mall, Suite 400, Toronto ON, M9B 6C7 (“Zamplia” or “us”).
All intellectual property rights in the Respondent Screening Data and Zamplia Platform belong exclusively to Zamplia and its licensors.
Zamplia agrees not to use or gather any personal information of an end user in its performance of the Services hereunder without Customer’s express written approval. In no event shall Zamplia drop any cookies, use device tracking or fingerprinting or any other method to collect any data other than that which has been disclosed to Customer in writing in advance. In no event shall Zamplia insert any third party tags or other tracking mechanisms in connection with the Services other than that which has been disclosed to Customer in writing in advance. Zamplia will not use the Customer Data, Survey Data or Proof Data to tag end users involved in the Services and later target/retarget them in advertising campaigns, as a result of those identifying tags. For the avoidance of doubt, Zamplia will not use the Proof Data, Survey Data or Customer Data to target end users on Zamplia’s or Customer’s properties.
“Proof Data” means data, metadata or other information derived from the matching of Respondent Screening Data to data collected as a result of tracking any online effort, campaign, website, or project defined on the SOW, but excluding Customer Data and Survey Data. “Survey Data” means any questions or answer choices submitted or prepared by Customer as well as all responses to those questions off the Zamplia Platform. “Respondent Screening Data” means all data supplied, indexed, or otherwise transmitted by suppliers or provided by respondents on or through the Zamplia Platform for the purpose of qualifying each respondent to complete a survey, which information is then stored by Zamplia in the public cloud as no-name data. Respondent Screening Data does not include any information obtained from Customer properties (“Customer Data”) or Survey Data. “Zamplia Platform” means the public cloud platform and application of Zamplia that is used to facilitate completed transactions for online sample.
- At the end of the first calendar month in which the campaign begins, Zamplia will invoice Customer via the Billing Contact for the full project amount, as defined above in the SOW. The Parties shall execute a Change Order if the project differs materially from the originally agreed upon plan. Customer is responsible for any additional fees agreed to in advance in writing associated with a Change Order. If Customer believes any invoice under this agreement is incorrect, they must contact Zamplia within 30 days of the invoice date. Payment is due to Zamplia within 60 days of the invoice date. Zamplia understands and agrees that Customer is acting as agent for Advertiser and, as such, is responsible for payments only to the extent that funds for such Zamplia charges have been paid to Customer by Advertiser. For sums not cleared to Customer, Zamplia agrees to hold the Advertiser solely liable.
- In addition to any other right or remedy provided by applicable law or these Terms, either Party has the right to terminate the SOW with fourteen (14) days advance written notice, provided that Zamplia may not terminate an active SOW until the Services have been fully performed or delivered by Zamplia, acting reasonably.
- Representations; Indemnification. Zamplia represents and warrants that the execution, delivery and performance of this Agreement by Zamplia does not violate any existing agreement to which Zamplia is a party or by which Zamplia is bound.
- As used herein, “Confidential Information” means, any and all information, regardless of whether it is in tangible form, disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is either (a) marked as confidential or proprietary, (b) identified in writing as confidential or proprietary within thirty (30) days of disclosure, or (c) would be reasonably understood by the Receiving Party as the Disclosing Party’s Confidential Information at the time of disclosure. It is expressly understood that the Customer Data and Survey Data shall be the Confidential Information of Customer, and the Proof Data shall be the Confidential Information of both parties. Information shall not be deemed Confidential Information if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. Each Receiving Party shall use reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use or reproduction of the other Party’s Confidential Information. Confidential Information may be disclosed only to: (A) such employees and agents of the Parties as may have a need to know such information in the course of their duties; or (B) legal or financial advisors on a need to know basis. In each case, such recipients shall be bound by ethical duties or confidentiality obligations at least as restrictive as those set forth herein. Confidential Information may also be disclosed if required by law or valid order of a court or other governmental authority (provided that the Receiving Party delivers reasonable written notice to the Disclosing Party and use commercially reasonable efforts to cooperate with Disclosing Party’s attempt to obtain a protective order). Upon written request of the Disclosing Party, Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information that are in the possession of Receiving Party.
- LIMITATIONS OF WARRANTIES AND LIABILITIES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE SET FORTH HEREIN, ZAMPLIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION OR COMPATIBILITY. WITHOUT LIMITING THE FOREGOING, ZAMPLIA DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED, OR ERROR-FREE. ZAMPLIA’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZAMPLIA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS CONTROL, PROVIDED THAT IN NO EVENT SHALL CUSTOMER BE REQUIRED TO PAY FOR ANY SERVICES NOT DELIVERED AS A RESULT OF SUCH PROBLEMS.
- LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICES OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THIS AGREEMENT BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE DATE THE CAUSE OF LIABILITY AROSE. EACH PARTY SHALL USE REASONABLE EFFORTS TO MITIGATE ITS DAMAGES OR LOSSES UNDER THIS AGREEMENT SUBJECT TO THE LIMITATIONS SET FORTH HEREIN
- All notices, demands or other communications to be given or delivered under or by reason of the provisions of these Terms shall be in writing and shall be deemed to have been given to a Party when delivered personally to such Party or sent to such Party by reputable express courier service (charges prepaid), or mailed to such Party by certified or registered mail, return receipt requested and postage prepaid, to such Party’s address stated in the caption of these Terms or any other address that such Party has identified as the address for notices by written notice hereunder to the other Party at least thirty (30) days prior to such other Party’s notice. Except as otherwise specified in these Terms, notices to Zamplia should be sent 302 The East Mall, Suite 400, Toronto, ON, M9B 6C7 Canada.
- Dispute Resolution. Any questions, claims, disputes or litigation arising from or related to the making, performance or alleged breach of these Terms, or to any available remedies (a “dispute”), shall be governed by the laws of the Province of Ontario, without regard to conflicts of law principles, and shall be resolved as follows: (i) upon written notice of dispute (the “notice”), by negotiation between business representatives of the parties who have authority to fully resolve the dispute; (ii) if within thirty (30) days of the notice the dispute has not been fully resolved, the Party that delivered the notice may terminate these Terms, and as a last resort only, either Party may commence litigation; provided that any lawsuit must be filed and maintained in the Ontario Superior Court of Justice in Toronto, Ontario. Nothing herein shall preclude either Party from taking whatever actions it deems necessary to prevent immediate, irreparable harm to its interests.
- Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between you and Zamplia.
- Customer acknowledges and confirms that Zamplia may subcontract the creation, hosting and operation of surveys required hereunder to a third-party vendor. Zamplia shall not otherwise subcontract the Services hereunder. Zamplia will remain fully responsible hereunder for the acts or omissions of its subcontractors (whether permitted or not) as if they were its own acts or omissions, and will remain responsible for all Services hereunder whether performed by Zamplia or a subcontractor. To the extent that any subcontractor is involved in the creation of any materials owned by Customer hereunder (including without limitation the Customer Data and Survey Data and Customer’s joint ownership of the Proof Data), Zamplia shall enter into valid and legally binding written agreements with such subcontractors sufficient to secure full ownership in such materials for Customer.
- Neither party may assign its rights and obligations under these Terms without the prior written consent of the other, except that either party may assign its rights under these Terms in connection with a merger, acquisition or sale of a majority of its assets upon written notice to the other. You agree not to resell the Fulcrum Platform[?] or any portion thereof. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns.
- Expenses; Legal Fees. Except as otherwise provided herein, all expenses incurred by each Party in performing its obligations hereunder shall be borne by the Party incurring the expense; except that in the event that either Party commences any action or proceeding against the other Party to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover from the other Party all costs it incurred in connection with such action or proceeding, including reasonable third-party attorneys’ fees.
- If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
- The headings in these Terms are for reference only and shall not limit or otherwise affect any of the meanings or interpretations of these Terms.