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Thanks for becoming a Despark, Inc (“despark”) research respondent — a “Respondent.”
As used in this Agreement, “you” and “your” refer to you, as a Respondent, and “we” or “us” refers to despark.
Sometimes we update this Agreement. If that update changes material terms, you will be asked to accept the updated Agreement electronically. Please review this Agreement frequently for any changes. Your continued use of the Platform after we post any non- material changes to this Agreement on the Platform means you accept this Agreement, as updated.
What is despark? We provide a user research platform (“Platform”) in which respondents can participate in "missions" to give feedback to companies. We and other companies or groups (“Researchers”) post opportunities for Respondents to participate in real-world, web- and mobile app-based research projects and surveys (“Missions”). You post profile information which we store. When a Researcher posts an application for a Mission (“Screener”) or a Mission, you can apply, and, if selected, participate. Usually, Respondents are paid an incentive to participate. If you accept a Mission, you are agreeing to perform all obligations specified in that Mission.
Certain Missions may be governed by additional terms and requirements created by the Researcher (“Additional Terms”). If so, these terms will be shown to you. If you agree to participate in a Mission subject to additional terms, you agree that you will abide by those terms and requirements. They are supplemental to, and do not replace, this Agreement. In the event of a conflict between any Additional Terms and this Agreement, this Agreement takes precedence, unless we agree in writing otherwise with the Researcher. Any provision in a Researcher’s Additional Terms that conflicts with this Agreement is void, unless we agree in writing otherwise with the Researcher.
You are solely responsible for satisfying all taxes, and other legal requirements, including those applicable to incentive payments or other compensation you may receive for participating in Missions. despark or our partners/service providers may notify the IRS about the compensation you receive from despark. You will also be notified if that happens.
No agency, franchise, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement, either with us or any other party, including any Researcher. You acknowledge and agree that your relationship to us and any Researcher is that of an independent contractor and specifically not that of an employee.
You may find links to other sites when you use the Platform. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such sites or resources. The inclusion of any link on the Platform does not imply that we endorse the linked site. You use the links at your own risk and relieve us from any and all liability arising from your use of any third-party website.
In order for us to pay you for any Missions or Screener, and in order to qualify you for certain Missions as a Respondent, you must provide profile information. This may include photographs, video, blockchain wallet addresses, and other personal information.
When you use the Platform, you agree to provide true, accurate and complete information, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register under more than one profile without our permission. You agree to indemnify and hold harmless anyone, including us and Researchers, who may be harmed in any way by the submittal of any untruthful, inaccurate or incomplete information. This indemnification includes the payment of any damages incurred, as well as any costs and attorney’s fees related to enforcing the indemnification and collecting any amounts due. We will collect, use and disclose your information as set forth in our Privacy Policy.
Applying to a Mission does not mean you will be selected to participate. In fact, the application process is often quite competitive, and most applicants aren’t accepted. When submitting a Screener you assign to despark all right, title, and interest in the data “(Screener Data”) you submit. despark may retain or transfer those rights to others, including Researchers. You may not know the identity of the other parties who will see your Screener Data when you submit it. By submitting Screener Data, you agree that despark may share this data, along with certain elements of your Respondent Profile Information to any Researcher. You also agree that we may share this data, along with certain elements of your Respondent Profile Information to any third-party required to share this data with a Researcher.
You assign forever to despark all right, title and interest to everything you submit to a Mission (“Mission Entries”). despark may retain or transfer those rights to others, including Researchers. You may not know the identity of the other parties who will see your Mission Entries when you submit it. By submitting Mission Entries, you agree that despark may share this data, along with certain elements of your Respondent Profile Information to any Researcher or related third-party. Sometimes, to meet legal requirements or at the request of a Researcher, despark will divulge to you the name or names of third parties or Researchers with whom your data will be shared. When that occurs, you may notify despark if you would no longer like to have any data shared with that third party and/or Researcher, and we will delete that data.
CONFIDENTIALITY. YOU AGREE TO KEEP CONFIDENTIAL AND NOT TO DIVULGE TO ANYONE, OTHER THAN AN ATTORNEY OR ACCOUNTANT REPRESENTING YOUR INTERESTS, ANY OF THE SCREENER DATA OR MISSION ENTRIES, INCLUDING THE SUBJECT MATTER RELATED TO ANY MISSION, FOR A PERIOD OF THREE YEARS AFTER SUBMISSION. YOU WILL NOT KEEP A COPY OF ANY SUBMISSION THAT YOU CREATE NEW SPECIFICALLY FOR A SCREENER OR MISSION, ANYWHERE, INCLUDING ON YOUR PHONE.
WE ARE REPEATING THIS PARAGRAPH BECAUSE IT IS SO IMPORTANT. CONFIDENTIALITY. YOU AGREE TO KEEP CONFIDENTIAL AND NOT TO DIVULGE TO ANYONE, OTHER THAN AN ATTORNEY OR ACCOUNTANT REPRESENTING YOUR INTERESTS, ANY OF THE SCREENER DATA OR MISSION ENTRIES, INCLUDING THE SUBJECT MATTER RELATED TO ANY MISSION, FOR A PERIOD OF THREE YEARS AFTER SUBMISSION. YOU WILL NOT KEEP A COPY OF ANY SUBMISSION THAT YOU CREATE NEW SPECIFICALLY FOR A SCREENER OR MISSION, ANYWHERE, INCLUDING ON YOUR PHONE.
Nothing in this Agreement limits your right to file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agencies”). This Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to despark. This Agreement does not limit your right to receive an award for information provided to any Government Agencies.
Some Researchers may publish certain data you submit publicly. You consent to the Researchers’ use of your information that is on the Platform as described in the Privacy Policy. You agree you will not receive additional compensation for Researcher’s publication of that data.
There is no cost to becoming a Respondent or in browsing most of the Platform. We may charge fees to Researchers who desire to use Respondents for their Missions.
despark reserves the right to not compensate Respondents who fail to perform the Mission requirements in a complete and timely manner. Payment disputes must be brought to despark’s attention within 90 days of either the Mission close date or the date you received notification that payment is forthcoming. despark will not review payment disputes after the 90-day period has lapsed.
We are not a party to the dealing, contracting and fulfillment of a Mission between a Respondent and a Researcher unless despark is the Researcher. We have no control over and do not guarantee the quality, safety or legality of other Researchers’ Missions, the truth or accuracy of their Mission listings, the qualifications, background, or abilities of Respondents, the ability of other Researchers to pay, or that a Respondent or Researcher can or will actually complete a transaction. We are not required to and do not verify any information given to us by Researchers or Respondents, nor do we perform background checks.
To use the Platform, you must be 18 years or older.
When you register, you will be asked to provide your email and password. You must protect them. You authorize us to assume that any person using the Platform with your email and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your email or password.
despark will not share your email with anyone outside of our organization, except as required by law or as required to communicate with you (for example, our email provider or our API infrastructure).
You agree you will not: (a) interfere or attempt to interfere with the proper operation of the Platform; (b) bypass any security measures or restrictions, (c) upload invalid data, viruses, worms, spam, or other software agents through or to the Platform; (d) collect or harvest any personally identifiable information, including account names, from the Platform; (e) sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use the Platform in any way for any public or commercial purpose without our prior written consent; or (f) reverse engineer or attempt to interfere with the operation of any part of the Platform.
You agree not to submit information or data to the Platform that:
is or could be harmful to someone;
is illegal or violates another party’s rights (including confidentiality, privacy or intellectual property rights);
is not accurate or untrue; or
depicts or is about someone else, without their express permission to use their name, likeness or other information about them in your submission.
You must have the rights to post any content that you place on the Platform. To the extent your content contains music or video, you hereby represent you are the owner of all the copyright rights, and have the power to grant the rights to despark to use that content as described in this Agreement and the Privacy Policy.
despark does not review or edit content that is posted on the Platform, by Respondents or Researchers other than despark. despark takes no responsibility for anything you submit, nor anything to which you might be exposed, on the Platform, even if it offensive, inappropriate, or indecent. You agree that despark will not be liable for any damages you allegedly incur as a result of content on the Platform.
We reserve the right, but are not obligated, to reject and/or remove any content from the Platform, in our sole discretion, including for violating this Agreement.
despark and Researchers only obligations to compensate you for your submissions are described within Missions. You confirm that your submissions to the Platform are not and not intended to be covered by any guild, union, collective bargaining or similar agreement and there will be no residual or any other type of payment due from despark or any Researcher to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with your use of the Platform.
You may send us comments or ideas about the Platform or our business. You agree your disclosure is unsolicited, unrestricted, and that you assign any rights in such comments or ideas to despark, without payment to you.
Subject to and conditioned on your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable license to (i) access and use the Platform for the purpose of completing Missions and receiving the services available and authorized from the Platform. We and our licensors retain all our right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Platform. Our logos and names are trademarks and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Platform may be the trademarks of their respective owners. Except as expressly stated above, nothing in this Agreement confers any license under any of our or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.
Some open source software may be incorporated into the Platform under a separate license, such as a free software, open source, or other license. In the event of a conflict between this Agreement and any such separate license, the separate license will prevail with respect to such open source software.
You acknowledge that despark is subject to U.S. export control laws and regulations. You represent that you are not a citizen of an embargoed or sanctioned country nor are you a prohibited or restricted end user under applicable U.S. export laws, regulations and lists. You will not use, export or allow a third party to use or export the Platform in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations. You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Platform.
despark’s goal is to resolve any dispute between you and despark quickly and cost-effectively. Accordingly, you and we agree that we will resolve any problem that arises in accordance with this section. Before resorting to these alternatives, you agree to first contact us directly to try to resolve the problem.
Law and Forum for Disputes. This Agreement is governed in all respects by the laws of the State of Massachusetts without giving effect to any principle that may provide for the application of the law of another jurisdiction including conflicts of law provisions. Except as stated below, you agree that any claim you may have against us must be resolved by a court located in Middlesex County, Massachusetts. You agree to the exclusive personal jurisdiction of the courts located within Middlesex County, Massachusetts for the purpose of litigating any claims between you and despark. Any cause of action you may have with respect to the Platform must be commenced within 180 days after it arises, or the cause of action is barred.
Arbitration Option. For any claim arising between you and us (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, either you or despark may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.
Improperly Filed Claims. Should you file a claim contrary to this section entitled “Resolution of Disputes,” we will be entitled to recover attorneys’ fees and costs, provided that we have notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.
Waiver of Jury Trial. If a claim proceeds in court, despark and you each waive any right to a jury trial.
This Agreement will become effective when you accept it electronically, and will continue until your account is terminated by you or us. Also, either party may terminate this Agreement by notifying the other party.
We may issue a warning, or temporarily suspend, indefinitely suspend or terminate your account or participation on a Mission, for any reason, including if: (a) you breach any terms and conditions of this Agreement or the information incorporated herein by reference, including our written policies and procedures posted on the Platform or linked here; (b) we suspect or become aware that you have provided false or misleading information to us; (c) we believe in our sole discretion that your actions may cause legal liability for you, despark or other Platform users or are contrary to the interests of the Platform; or (d) you breach the letter or spirit of any Researcher terms and conditions for a Mission in which you participate. Once indefinitely suspended or terminated, you may not continue to use the Platform. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
When your account is terminated for any reason, you may no longer have access to data, messages, files and other material you placed on Platform. That material may be deleted by despark. Even after this Agreement is terminated, any provisions of this Agreement, which by their express language or by their context are intended to survive the termination of this Agreement (including without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, ownership of intellectual property and data), will survive such termination.
The Platform and all content on the Platform are provided “as is,” as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
IN NO EVENT SHALL DESPARK OR RESEARCHERS WHO OFFER MISSIONS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF DESPARK OR A RESEARCHER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THIS INCLUDES, BUT IS NOT LIMITED TO, NOT BEING LIABLE FOR ANY DAMAGES RELATED TO UPLOADING, DOWNLOADING OR RUNNING MOBILE OR OTHER APPLICATIONS, INCLUDING POOR PERFORMANCE ISSUES, “CRASHES” IN OPERATING SYSTEMS, INTERRUPTION OR DENIAL OF SERVICE, LOSS OF DATA, OR ANY OTHER ADVERSE EFFECT TO YOU AS A RESULT OF USING THE PLATFORM OTHER THAN THAT WHICH IS DUE TO OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. IN ANY CASE, THE TOTAL AGGREGATE LIABILITY OF DESPARK OR AN APPLICABLE RESEARCHER TO YOU, A RESPONDENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE PLATFORM SHALL BE LIMITED TO THE GREATER OF (A) TOTAL COMPENSATION PAID TO YOU OVER THE PREVIOUS TWELVE (12) MONTHS PRIOR TO THE DATE WHEN THE CLAIM AROSE OR (B) $100. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You agree to defend, hold harmless and indemnify despark, its affiliates and their respective partners, employees and agents and, as applicable, Researchers from and against any and all losses, costs, expenses, damages or other liabilities, including attorneys’ fees, arising from a third party against any of those indemnified parties related to: (a) your use of the Platform; (b) any breach of contract or other claims made by Researchers with which you conducted business through the Platform; (c) your breach of any provision of this Agreement or a Researcher’s Additional Terms; (d) any liability arising from the tax treatment of payments or any portion thereof; or (e) bodily injury or death of any person or damage or destruction to real and/or tangible personal property, to the extent directly, indirectly or proximately caused by your poor judgment, illegal acts or negligent or willful acts or omissions. Any such indemnification will be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We will be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
We will communicate with you by email or by posting communications on the Platform. You consent to receive communications from us electronically. You will be considered to have received a communication when we send it to the email address you have provided to despark, or when we post such communication on the Platform. You must keep your email address updated on the Platform, and you must regularly check the Platform for postings. If you fail to respond to an email message from despark regarding a violation, dispute or complaint within two business days, we have the right to terminate or suspend your Missions or your account.
All notices to despark intended to have a legal effect concerning this Agreement or the Platform must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
despark, Inc.
28 Clinton Street, Unit B
Cambridge, MA 02139
Attn: President
Notices to despark are deemed effective upon receipt.
We will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative. No delay or omission by despark in exercising rights or remedies will impair any rights or be construed as a waiver.
You will not transfer, assign or delegate your rights or obligations (including your account) under this Agreement to anyone without our express written permission. We may assign this Agreement in our sole discretion.
This Agreement, together with any other legal notices and agreements published via the Platform, will constitute the entire agreement between you and despark concerning the Platform. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
The Platform is controlled and operated from its facilities in the United States. We make no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Platform if you are located or resident in a country or territory that is, or whose government currently is, the target of sanctions, embargoes or trade restrictions imposed by any U.S. government authority, or you are a foreign person currently included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the U.S. Treasury Department’s OFAC.
Neither you nor despark will be responsible for the failure to perform or any delay in performance of any obligation in this Agreement due to any conditions beyond the reasonable control of such party. The time for performance will be extended by the period of such delay.
The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement supersedes all prior agreements between the parties regarding the subject matter contained herein.
Researchers are intended third party beneficiaries of this Agreement as it pertains to your obligations under this Agreement, and will have the right to enforce this Agreement directly against you in their own names or jointly with despark.
Under California Civil Code Section 1789.3, California users of the Platform are entitled to the following consumer rights notice: If you have a question or complaint regarding the Platform, please send an e-mail to the e-mail address listed below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
despark, Inc.
28 Clinton Street, Unit B
Cambridge, MA 02139
Attn: President