Terms of Service

Last Updated: March 30, 2016

Verto Smart Internet Services, Apps and Research Panels – Terms of Service

We welcome you to use the services and applications of Verto Analytics Inc., that either we or our affiliates own and operate. We are a market research company. Our passion is to create new technologies that match today’s market and customer needs, innovating in the areas of consumer-facing Internet and mobile services, measurement of the Internet user base and consumer behaviors, data acquisition and research partnerships, and driving new inventions by turning data into value-adding insights that help our customers, from consumers to businesses.

We provide an online and mobile market research service called the Verto Smart Panel (the “Panel”), the related research software application (“Application”) in collaboration with our partners, and the associated websites located at www.vertoanalytics.com and/or www.vertosmart.com and any applicable sub-domains thereof (collectively, the “Site”) (the Application, the Site and other online and mobile services provided by Verto Analytics collectively, the “Service”). The Service is a market research service in which the Application placed on Users’ devices analyses Users’ activities, as further described in these Terms of Service and the related Privacy Policy. In the event of any conflict between these Terms of Service and the Privacy Policy, these Terms of Service shall prevail. As used in these Terms of Service, “we” “our” or “us” or “Verto” refers to Verto Analytics Inc., and “you” or “User” means a user of the Service.

These Terms of Service set forth the legally binding terms and conditions which are applicable to your use of the Service, however accessed and/or used, whether via personal computers, mobile phones or other devices or otherwise. It is important that you read and understand these Terms of Service. By registering for the Service, clicking an “I accept” or similar button and/or by downloading, installing, accessing or using the Service (for example by downloading the Application) you confirm that you have read and understood these Terms of Service and any other documents referred to herein, including without limitation our Privacy Policy, and that you agree to be bound by them, as they may be amended from time to time as provided below.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR TO OUR PRIVACY POLICY, PLEASE IMMEDIATELY STOP ACCESSING THE SERVICE, REMOVE THE APPLICATION FROM YOUR DEVICE AND DO NOT PROVIDE ANY CONTENT OR PERSONAL INFORMATION IN THE SERVICE.

1. Limitations of Use

If you are legally incompetent to use the Service, for example due to not being of majority age, you are not entitled to use the Service. By using the Service, you represent that the above conditions are fulfilled and all legal requirements are obeyed when using the Service. You represent and warrant that you have the right, authority and capacity to accept these Terms of Service and to abide by them and that you have fully read and understood the Terms of Service.

2. Registration; Eligibility

Participation in the Panel as a panelist is subject to prior registration and your continued compliance with these Terms of Service. You must be at least eighteen (18) years of age to register to and use the Service. The Service is intended solely for your personal use. Employees of Verto group of companies and of our cooperating partners and suppliers connected in any way to the operation of the Service and their immediate family are not eligible to participate in the Panel.

You must provide accurate, current and complete information when registering for the Service (“Registration Data”) and you must maintain and update the Registration Data and any other information you provide to us. You agree not to provide inaccurate, misleading or false information in connection with your use of the Service. If information you have provided to us subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change. We will use the Registration Data and any other data that we collect from you in accordance with our Privacy Policy.

We reserve the right to require our prior or later acceptance for registration. We have a right to refuse the registration for any reason. Registration can be limited, for example, in terms of territory.

3. Account Security

You must maintain the security of your password and identification. You are fully responsible for all use of your own account and for any actions taking place through the account.

4. Proprietary Rights; License Terms

4.1 Proprietary Rights

These Terms of Service confer only the right to use the Service (including, without limitation, the Application) while these Terms of Service and the specified licenses are in effect, and they do not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service (including without limitation in designs, music, sound and other files, text, graphics, pictures, video, information, applications and software available through the Service, and their selection and arrangement) will remain our sole property. Any services provided to you under these Terms of Service, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to us or to third parties.

4.2 License

You understand that the Service is available only for your personal, non-commercial use. Provided that you are eligible to use the Service and subject to the provisions of these Terms of Service, you are granted a limited, non-exclusive, revocable and non-assignable license, without the right to sublicense, to access and use the Service (and any content therein), including to download and install a copy of the Application to a device you own and control. You may not upload or republish any part of the Service on any Internet, Intranet or Extranet site or incorporate or compile the information in any other database. We reserve all rights in the Service (including but not limited to the Application) not expressly granted to you in these Terms of Service. Any use of the Service or the Service content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. This license is revocable at any time without notice and with or without cause.

Without limiting the generality of the foregoing, you acknowledge and agree that the copy of the Application is licensed, not sold, to you. You agree that we and our licensors own all right, title and interest in and to the Application, including all intellectual property rights therein, and that we retain ownership of all copies of the Application even after installation on your device. The license granted under these Terms remains in effect until terminated by you or us. You may terminate the license at any time by destroying all copies of the Application in your possession or control and by stop using the Service. Without prejudice to any other rights we have under these Terms of Service and notwithstanding anything to the contrary, the license will automatically terminate without notice from us if you in any way breach any provision of these Terms of Service. Upon termination in accordance with these Terms of Service for any reason, you must cease all use of the Application and promptly delete and destroy all copies, full or partial, of the Application. You represent and warrant that you will not use or otherwise export or re-export the Application to a country that is subject to a U.S. Government embargo or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also represent and warrant that you are not located in any such country or on any such list.

4.3 Trademarks

The graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of Verto Analytics, or of applicable partners who have licensed the use of their graphics, logos, designs, page headers, button icons, scripts and service names or trademarks or trade dress to Verto. Such trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective intellectual property holders.

4.4 Limitations on Use of Service

No portion of the Service may be reproduced in any form or by any means. You agree not to:

(a) copy or modify, create derivative works of, or reproduce the Service, or make adaptations or modifications to the Service;

(b) sell, rent, lease, distribute, republish, transfer, sublicense, lend, scrape, post, display, transmit or otherwise assign any rights to, or any part of, the Service to any third party;

(c) make the Service available to multiple users by any means, including without limitation by uploading any part of the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;

(d) disassemble, decompile, reverse engineer, or attempt to derive the source code of any part of the Service, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law; or

(e) delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear in the Service.

You agree to comply with any technical restrictions in the Service that allow you to use the Service only in certain ways.

4.5 Confidential Information

When using the Service you may be shown information that is deemed confidential by Verto or our partners. This confidential information may include, but is not limited to, new product ideas or concepts, surveys, questions, advertising and material presented to you for evaluation. You must hold in strict confidence and not disclose to any other person any confidential information, including without limitation any content that you access or learn in connection with your participation in any survey, project, questionnaire, or other market research activity related to the Service. You agree that if you access confidential information you will not copy, print, store, forward or otherwise collect the confidential information, and will not disclose the confidential information to anyone (unless as directed by the owner of the confidential information), and will not use the confidential information for other than the express purpose for which it was disclosed to you.

5. Consent; Changes to Service; Disclaimers

You give your consent to installing the Application on your phone or other device and to collecting, processing and storing all information collected by the Service (as further described in our Privacy Policy available at www.vertosmart.com/about/privacy-policy). We reserve the right to change the Service at any time without notice. While we will exercise commercially reasonable efforts to avoid such problems, we are not responsible for any technical malfunction or other technical problems of your phone or Internet service as a result of your use of the Service.

We are not obligated to maintain or support the Service, to provide all or any specific content through the Service, or to provide you with updates, upgrades or services related thereto. You acknowledge that we may from time to time in our sole discretion issue updates or upgrades to the Service, disable access to the Service for any period of time or permanently, and automatically update or upgrade the version of the Application that you are using on your device. You consent to such automatic updating or upgrading on your device, and agree that these Terms of Service will apply to all such updates or upgrades, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You acknowledge and agree that we shall have no liability to you arising out of any unavailability of the Service.

6. User Conduct

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise transmitted or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory, inaccurate, abusive, offensive, sexually oriented, threatening, harassing, racially offensive or otherwise unlawful material.

In addition and without limiting the generality of the foregoing, you agree not to use the Service to:

  • in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service (or network capacity) or a third party (as determined in our sole discretion);
  • collect contact information or any other information of other users from the Service by electronic or other means for any purpose, including without limitation for the purposes of sending unsolicited emails or other unsolicited communications. In particular and without limiting the generality of the foregoing, you agree not to solicit personal information from anyone under 18 or solicit passwords or personally identifying information for any purpose;
  • attempt to access, or actually access, data not intended for you, such as logging into a server or an account which you are not authorized to access;
  • distribute any “robot,” “spider,” “scraper” or other automated scripts or means to collect information from or otherwise interact with the Service;
  • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intimidate or harass any other person;
  • register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
  • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • upload, post, transmit, share, store or otherwise make publicly available on the Service any private information of any third party, including, addresses, phone numbers, email addresses, social security numbers and credit card numbers;
  • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or that would otherwise create liability or violate any local, state, national or international law;
  • use or attempt to use another’s account, Service or system without authorization from us, or create a false identity on the Service;
  • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Verto, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Verto or other Users to any harm or liability of any type.

We are not responsible for the conduct, whether online or offline, of any user of the Service. You acknowledge and agree that all materials of any kind submitted through your account or otherwise transmitted or shared by you on or through the Service is at your sole responsibility and risk.

You agree to participate in good faith and to the best of your ability in any market research activities in which you participate in connection with the Service and agree not to provide false or misleading information or data in connection with your use of the Service, including without limitation in survey responses and other market research activities.

7. User Submissions and User-Provided Improvements and Enhancements

The User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, survey responses or other information about the Service or connected to the Service (“Submissions”) provided by the User are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to the User. Moreover, Verto retains any and all rights to any improvements, developments, or enhancements communicated by users in and through the Service and relating to the Service or User communications which may result in improvements, developments, or enhancements in and to the Service or the Application (collectively “Enhancements”). Verto will retain all rights in the Enhancements, and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed by Verto. To the extent that ownership of the Enhancements does not automatically vest in Verto by virtue of these Terms of Service or otherwise, you agree to transfer and assign to Verto all right, title and interest in the Enhancements and protectable elements and derivatives works thereof.

8. Your Internet Carrier Service

In using the Service, your Internet operator’s normal messaging, data and other rates and fees will apply. We take no responsibility in any circumstances for potential data transfer costs, or any other costs that are charged by your carrier, operator or other service providers.

Downloading, installing, or using the Service may be prohibited or restricted by your operator, and the Service may not work with all operators or devices. Therefore, you should check with your operator to find out if the Service is available for your Internet device, and what restrictions, if any, may be applicable to your use of the Service. By using the Service, you agree that we may communicate with you regarding the Service by SMS, MMS, Internet data, text message or other electronic means to your Internet device. In the event you change or deactivate your telephone number or change your device, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number or account.

9. Third Party Material

In using the Service, you may encounter links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Materials “). Such Third Party Materials are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or the Site or any Third Party Materials posted on, available through or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Materials. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Materials does not imply our approval or endorsement. If you decide to leave the Service and access the Third Party Sites or to use or install any Third Party Materials, you do so at your own risk and you should be aware that these Terms of Service and our policies would no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service or relating to any applications you use or install from the Service.

10. Research Rewards and Other Panel Incentives

We may, from time to time and as separately stated in the Service, provide Users with cash payments, vouchers, coupon, gift cards or other incentives or rewards (collectively “Reward(s)”) for participating in the Panel. In order to earn the Rewards indicated in the applicable activity in the Service, you must comply with the terms and the eligibility requirements of the applicable Panel activity. You have the sole responsibility for any taxes or other charges imposed by any government entity associated with any rewards or other compensation which you may receive for using the Service. The Rewards program is void where prohibited.

From time to time, prize draws, competitions, lotteries, sweepstakes or similar incentives (collectively “Incentives”) may be made available in the Service. Your participation in such Incentives is subject to the applicable Incentive eligibility requirements and terms and conditions, which will be posted separately in the Service from time to time.

All issuances of Rewards are subject to you providing us with such payment, identification and other information and documentation as we may request from you from time to time. You understand that we may not be able to provide you with any Rewards in accordance with these Terms of Service, should you fail to provide such information or documentation or if such information or documentation is not correct, complete or up-to-date. You agree and acknowledge that any errors or mistakes that may have been made can be corrected even if the Reward has already been received by you. Where applicable, Rewards cannot be redeemed until a User has accrued the minimum number of Rewards as identified by Verto in the Service, and can only be redeemed in amounts as identified by us from time to time, and can only be redeemed if qualification criteria determined by Verto in its sole discretion are met. Certain Rewards issuance options may include a transaction and/or administration fee. In such cases, the administration fee will be applied to the Reward itself before you receive the applicable funds. We will attempt to credit Users’ accounts with Rewards on a timely basis, even though there may be Rewards allocation delays from time to time due to circumstances beyond our control. Each User shall have the responsibility of ensuring that his or her Rewards are properly credited. Any claim for Rewards not credited accurately must be received by us within sixty (60) days of the completion of the applicable activity in the Service, otherwise such Rewards may no longer be valid or usable.

Where applicable, you are responsible for paying all shipping and handling charges for any Reward selected, as disclosed at the time of redemption, and our obligation regarding delivery of Reward redemptions is satisfied upon shipping the selected redemption item to the postal or email address you have provided with us in the Service as of the date of redemption. We are not responsible for lost or stolen Reward items. Once Rewards have been redeemed, they are no longer valid for any subsequent redemption and they may not be returned or refunded to a User’s account for any reason. No extensions, cash refunds or other exchanges will be allowed for expired Rewards.
We reserve the right to withhold from providing you with any Rewards payments in case we have reason to believe you have breached these Terms of Service. In the event of your noncompliance, fraud or other inappropriate activity (as determined by Verto in its sole discretion), Verto may cancel or invalidate your accounts, registrations and Rewards, deny redemption of your Rewards, or restrict, block, limit, and prevent your access to and use of the Service and, further, all Rewards, incentives and rewards shall be subject to forfeiture. Further, if your membership of the Panel is terminated, for whatever reason, all of your Rewards will also be forfeited. Without prejudice to the above, we also reserve the right to invalidate Rewards from your account if we determine that such Rewards were improperly credited to such account or obtained fraudulently. Rewards expired for any reason will be forfeited without compensation and shall no longer be valid or usable.

We shall have no liability for any printing, production, typographical, mechanical or other errors in the Rewards summaries that may be displayed or distributed by us, or for any delay or failure to credit Rewards to Users’ accounts.

REWARDS DO NOT CONSTITUTE PROPERTY, DO NOT ENTITLE A USER A VESTED RIGHT OR INTEREST, AND HAVE NO CASH VALUE. AS SUCH, REWARDS ARE NOT REDEEMABLE FOR CASH, TRANSFERABLE OR ASSIGNABLE FOR ANY REASON. The sale, barter, transfer or assignment of any accumulated Rewards, other than by Verto is strictly prohibited.

We wish to remind you that you are responsible for maintaining the confidentiality of your user account and password and for restricting access to your device. You agree to accept responsibility for all activities that occur under your account or password, including any activities relating to Rewards.

Rewards provided by third parties are governed by rules and agreements between you and such third party.
You acknowledge that we may change our Reward policies at any time in our sole discretion, including, without limitation, establishing additional means of accruing Rewards, modifying and deleting any or all of the recognized means of accruing Rewards existing at any given time, changing the Rewards available and their values and types and the Rewards redemption terms, and excluding specific types of activities from eligibility. WE HAVE THE RIGHT TO CHANGE THE REWARD POLICIES EVEN THOUGH SUCH CHANGES MAY AFFECT THE REDEMPTION VALUE OF THE REWARDS ALREADY ACCUMULATED OR THE AVAILABILITY OF REDEEMABLE REWARDS. YOU AGREE THAT YOU WILL REVIEW THESE TERMS AND ANY APPLICABLE ADDITIONAL TERMS INCLUDED IN THE SERVICE PERIODICALLY AND THAT YOU SHALL BE BOUND BY THESE TERMS AND ANY MODIFICATIONS HEREOF.

11. Disclaimers

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE” AND WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF OR INABILITY TO USE THE SERVICE. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT MATERIALS DOWNLOADED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.

Reference to any third party products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply our endorsement, sponsorship or recommendation, or any affiliation with us.

12. Limitation of Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL WE OR ANY OF OUR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND YOU SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Governing Law, Venue and Jurisdiction

You agree that the laws of the United States of America, to the extent that they apply, and otherwise the laws of the State of New York, without regard to their principles of conflict of laws, will govern these Terms of Service and the Service. Any dispute of any sort that might arise between you and us or any of our affiliates is governed by the laws of the United States of America, to the extent that they apply, and otherwise by the laws of the State of New York. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the federal and state courts located in New York County in the State of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the courts located in New York County in the State of New York.

YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT THAT YOU MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OF SERVICE.

14. Copyright Infringement

We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material in the Service that in your good faith belief may infringe someone’s copyright, you may notify us by e-mailing us at support@vertoanalytics.com and by inserting “Copyright” in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information: (a) the identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works – you may provide a representative list of the copyrighted works that you claim have been infringed; (b) a sufficiently detailed description of the content in the Service that you claim infringes the copyrighted work; (c) your contact information, including your full name, mailing address, telephone number, and email address, if available; (d) a statement that you believe in good faith that the use of the allegedly infringing content in the Service is not authorized by the copyright owner, its agent, or the law; (e) this statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed”; and (f) a physical or electronic signature of the copyright holder or a person authorized to act on their behalf.

15. Indemnity

You agree to indemnify and hold us, our subsidiaries and affiliates, and each of our and their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your violation of the Terms of Service or your violation of any law or the rights of any third party. Nothing in these Terms of Service shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms of Service.

16. Amendments

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. Any changes to these Terms of Service will be indicated at the top of this page as the date these binding terms and conditions were last revised. Continued use of the Service after any such changes constitutes the User’s acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, do not use or access the Service after this. It is the responsibility of the Users to regularly check the Service to determine if any changes to these Terms of Service have been made and to review such changes.

17. Privacy

Verto adheres to its Privacy Policy at www.vertosmart.com/about/privacy-policy in the processing of personal data for participants in the Panel. By accepting these Terms of Service you provide your explicit consent to the processing of personal data pursuant to the Privacy Policy as it is in force at any given time.

18. Data Security

We disclaim any liability arising out of data security breaches, including without limitation costs, damages and losses related to unauthorized access to data by third parties or loss of data. You hereby expressly waive any claim against Verto and its members, officers, directors, employees, agents, and representatives, arising out of the loss of data through corruption, piracy, breach of security, or other reason.

19. Miscellaneous

These Terms of Service, including items incorporated into them as well as any additional terms or conditions contained in the Service for particular activities, and disclosures provided by us and consents provided by you in the Service constitute the entire agreement between the User and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Service. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and without any effect on the validity and enforceability of the remaining provisions. You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this agreement, without liability to us. Notwithstanding the foregoing, we may assign this agreement to any affiliate at any time without notice and otherwise as part of a sale of business.

20. Notices; Contact

Except as stated otherwise, any notices from us shall be given to you by e-mail to the e-mail address that you provide during the registration process, or such other address as you may specify.
The Service is operated and provided by Verto Analytics Inc. If you have any questions about these Terms of Service, please contact us at support@vertosmart.com or by mail at Verto Analytics Inc., 79 Madison Ave, 2nd Floor, New York City, NY 10016, USA.

21. Term and Termination

We reserve the right to discontinue offering the Service or to suspend, remove, modify or disable access to the Service at any time in our sole discretion and without notice. We may also, in our sole discretion, terminate or suspend your access to the Service and/or your user account in accordance with the following:

(a) We may terminate or suspend your access to the Service and/or your user account with an immediate effect if you have in any way breached these Terms of Service; and

(b) We may at any time and with or without cause terminate or suspend your access to the Service and/or your user account by giving you a ninety (90) days’ notice.

Notwithstanding anything to the contrary, in no event will we be liable for the removal of or disabling of access to the Service or any part thereof. We may also impose limits on the use of or access to the Service, in any case and without notice or liability.

You may terminate this agreement and your participation in the Service at any time by notifying us of this by email at optout@vertosmart.com or using applicable functionality provided on the Site.

Upon termination in accordance with these Terms for any reason by either party, you must cease all use of the Application and promptly delete and destroy all copies, full or partial, of the Application. Your termination of the agreement for any reason shall not release you from any liabilities or obligations set forth in these Terms of Service which by their nature would be intended to be applicable following any such termination or expiration. In the event you terminate this agreement in accordance with these Terms for any reason, you will no longer earn additional Rewards or be applicable for any Incentives as per these Terms, and you will have ninety (90) days to redeem any Rewards earned prior to your termination. If you do not redeem your Rewards within this ninety (90) day notice period, you hereby forfeit any and all claim to these Rewards.

Last Updated: March 30, 2016

Verto Analytics Inc.
79 Madison Ave
2nd Floor
New York City, NY 10016
USA