NetizenTesting.com Client Agreement


Please read this Agreement carefully. You must agree to this Agreement before you can use the Services provided by NetizenTesting.com. This Agreement is made between You and NetizenTesting.com.


You are accepting this Agreement by either clicking a box indicating your acceptance or by executing an order form that references this Agreement, You agree to this Agreement. If You are entering into this Agreement on behalf of another person or a company or other legal entity, You represent that You have the authority to bind such person or entity and its affiliates to this Agreement. IF YOU DO NOT AGREE WITH THIS AGREEMENT, OR DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE SERVICES PROVIDED BY NETIZENTESTING.COM. By using NetizenTesting.com and its Services, You agree to be bound by this Agreement and Our Privacy Policy.

1.    DEFINITIONS
1.1.    “We”, “Us”, or “Our” means NetizenTesting.com.
1.2.    “You”, “Your” or “Client” means the company or other legal entity for which You are accepting this Agreement and Affiliates of that company or entity.
1.3.    “Tester” or “Testers” means tester who are registered with NetizenTesting.com to conduct usability testing remotely through the Internet.
1.4.    “Content” includes but not limited to websites, advertisements, graphics, sketches, pictures, games, animated videos, animations, search process using any Internet search engine providers, user interface of any kind, software, software prototypes or any other contents provided by the Client as the subject matter required for NetizenTesting.com to conduct the usability test.   
1.5.    “Testing Instructions” means testing instructions, criteria, web links, Tester demographics, start date, end date, specific tasks description and all details of the Project to be given by the Client to NetizenTesting.com. NetizenTesting.com subsequently relays these instructions to its testers.
1.6.    “Project” means each usability test request by the Client to NetizenTesting.com.
1.7.    “Service” or “Services” means the usability testing conducted by NetizenTesting.com for the Client according to the Client’s Testing Instructions and the testing results delivered by NetizenTesting.com.   


2.    THE SERVICES
2.1.    Before the start of any usability tests, the Client shall provide the Testing Instructions via the order form provided by NetizenTesting.com. Project request submitted by the Client is subject to the approval by NetizenTesting.com and it is the Client’s responsibility to ensure that the Testing Instructions are accurate.  
2.2.    After the Testing Instructions and payment provided by the Client, NetizenTesting.com will provide all information needed to run the Project to its panel of testers and can determine which testers is best suited to perform the testing.  The panel of testers of NetizenTesting.com shall conduct the testing through NetizenTesting.com’s proprietary platform. Once the testers completed the testing, they will upload the testing results to NetizenTesting.com’s server. NetizenTesting.com shall then notify the Client once the test results are available for viewing and downloading.
2.3.    Netizentesting.com shall complete the Services within shortest time possible. However, it is agreed that the provision of the Services is subject to the availability of the Tester and the quality of the Testing Instructions. Therefore, time shall not be of essence in providing the Services. If Services are not performed after 30 days from the date which the Client made the payment for any particular Project, NetizenTesting.com shall refund the Client.
2.4.    The Client agrees that Netizentesting.com has the discretion on how to promote and/or publish the details of the Project requested by the Client in order to attract the number of Testers required for the Project.


3.    RIGHTS, LICENSE AND OTHER APPROVALS
3.1.    In the event which license, consent, and/or approval (for example but not limited to the Content owned by the website graphic designer) is needed for NetizenTesting.com to render it Services, the Client is responsible in obtaining such license, consent, and/or approval. By accepting this Agreement, the Client accepts that they have the required license, consent, and/or approval.
3.2.    The Client warrants and represents that the use of the Content by NetizenTesting.com will not infringe any legal rights including but not limited to trade mark, trade secret, patent or copyright of another party.
3.3.    The Client hereby grants to NetizenTesting.com an irrevocable right, royalty free, worldwide, and license to use Client’s intellectual properties including but not limited to trade mark, trade secret, patent or copyright to render its Services, and/or for purposes which NetizenTesting.com needs in providing its services. The Client has 7 days to revoke such grant after accepting this Agreement (“the Cooling Off Period”). If the Client revokes such grant, NetizenTesting.com is entitled to cease to provide its Services to the Client.
3.4.    NetizenTesting.com shall irrevocably assign all worldwide titles, interests and rights of the test results to the Client, excluding any NetizenTesting.com’s intellectual property right such as trademark included within the test results. In such instances, NetizenTesting.com shall allow the use of its intellectual property contained within the test results by the Client internally.
3.5.    The Client hereby agrees to irrevocably assign to NetizenTesting.com all worldwide rights, royalty free, titles and interests of Client’s test results so that NetizenTesting.com can store Client’s test results on its servers and allowing NetizenTesting.com to provide its services. The Client has 7 days to withdraw its assignment after accepting this Agreement. If the Client revokes such assignment, NetizenTesting.com is entitled to cease to provide its Services to the Client.
3.6.    The Client shall be able to access and download all test results on NetizenTesting.com. We reserve the right to remove all test results from our servers after 120 days from the first day of such test results was made available to the Client.   


4.    PAYMENT
4.1.    You will need to provide Us with valid credit card such as, but not limited to, VISA, MasterCard, Paypal or any other payment method accepted by NetizenTesting.com). The Client agrees to provide all the necessary payment information in order for NetizenTesting.com to bill the Client. The Client agrees that NetizenTesting.com does not need to acquire further consent or notice before We bill your credit card for all the fee due and payable to Us because of Your activities on NetizenTesting.com. You agree that We are able to immediately bill your credit card for all the fee due and payable. You agree that the third party payment processing companies such as, but not limited to, Paypal and credit card processing companies, is allowed to store or retain only Your personal information required to process Your payment to Us.  
4.2.    NetizenTesting.com does not accept cash as a payment method until further notice is given. The Client may pay Us using cheque with Our written consent.
4.3.    The Client shall pay NetizenTesting.com the full amount for the Services before the commencement of such service.  If the payment is cancelled, rejected, revoked, or recalled by the financial services provider, where NetizenTesting.com has started providing its Services to the Client, We are entitled to cease further Services to the Client.


5.    CONTACTING TESTERS
5.1.    The Client agrees to only correspond with the Testers via NetizenTesting.com and shall not request the Testers to contact the Client in any other methods or channels. The Client also agrees to not arrange, request or solicit or hire any Testers to conduct any usability testing directly with the Client for twelve (12) calendar months from the date of completion of the latest Project by a Tester. If this provision is breached, any guarantees given by Us to the Client shall be void.
5.2.    The Client shall not request the Testers to provide any personal identifiable information such as, but not limited to, credit card information or national identity card number during any usability testing or correspondence with the Testers on NetizenTesting.com.


6.    LIABILITY AND INDEMNITY
6.1.    This Agreement shall not limit any party from pursuing any other business opportunity or activities. Neither NetizenTesting.com nor the Client shall be liable to the other Party for any direct or indirect loss or damages in tort, contract, statutory duties, negligence or any other theory of liability such as, but not limited to, any economic loss, loss of profit or goodwill, business interruptions, delay expenses, and liabilities to third parties. This limitation of liability is intended to apply regardless of whether other terms and provisions provided within this Agreement have been breached or proven to be invalid.
6.2.    Without limiting the generality of the foregoing, the cumulative liability of a party to this Agreement shall not exceed the amount paid to NetizenTesting.com under this Agreement, whether arising from tort, contract, statutory duties, negligence or any other theory of liability.
6.3.    The Client assumes all risks in relation to the use of NetizenTesting.com’s test results in any way. NetizenTesting.com does not make any warranties or representations about its Testers and/or the test results generated by the Testers.
6.4.    The Client further agrees that the Client shall fully indemnify and hold harmless NetizenTesting.com, its founders, directors, staffs, personnel, representatives, successors, contractors, assignee, licensee, and Testers from all actions, claims, demands made by third parties, and/or liabilities arising from the use of any NetizenTesting.com’s test results by the Client.
6.5.    The Client agrees to release NetizenTesting.com from all actions, claims, demands made by third parties, and/or liabilities arising from Testers’ actions when conducting the usability testing for the Client.
6.6.    Based on the Agreement between NetizenTesting.com and the Testers, all the Content provided for testing shall be kept private and confidential by the Tester. However, the Client agrees that NetizenTesting.com does not have total control over the Testers’ actions as they are Our independent contractors. The Client agrees to implement its own security measures to protect and maintain the confidentiality of their intellectual properties and/or their Content. The Client further agrees to assume all risks in relation to any Testers making any private or public disclosures of their intellectual properties and/or their Content.


7.    GENERAL PROVISIONS
7.1.    The Client accepts that NetizenTesting.com reserved the right to cancel this Agreement if there were matters not disclosed by the Client to Us that may affect the performance, quality, delivery and/or Our ability to provide the Services.  
7.2.    This Agreement constitutes the entire agreement between NetizenTesting.com and the Client and it shall supersede prior agreements between the parties whether by custom, by practice, by convention, by oral, by written, implied by law and/or previous course of dealing between the parties.
7.3.    The Client further warrants and represents that the Content provided to NetizenTesting.com is free from viruses, spywares, malicious software, worms or any other destructive or damaging content.  
7.4.    You may not access NetizenTesting.com or Our Services if You are Our direct competitor, except with our express written consent. You may not access Our Services with the intention of monitoring Our Services’ availability, performance or functionality, or for any other competitive or benchmarking purposes.  We reserve the right to terminate such client account.
7.5.    NetizenTesting.com reserves the right to change the provisions under this Agreement. However, We will allow You to view the new changes, and if You do not agree to them, You may not use our Service. Any disputes arising will be governed by the provisions in effect at the time of claim.  
7.6.    Both parties agree that they are independent and by entering into this Agreement, it does not make the Client an agency, fiduciary, trustee, partner, legal representative, business joint venture, or employee to NetizenTesting.com.  
7.7.    Both Parties shall not be liable for any breach under this Agreement due to a force majeure event, which results in, but not limited to, delays or unable to perform their contractual duties. A force majeure event means any event beyond the control of that Party. The Party being affected shall write to the other Party speedily to explain the circumstances. Either Party is able to terminate this Agreement in writing if such circumstances continue for more than six months.
7.8.    NetizenTesting.com reserve absolute discretion to terminate the Client’s account if the Client uses our Services for any unlawful purposes, not limited to, fraud or phishing.
7.9.    You may not assign these any rights or obligations contained in this Agreement. NetizenTesting.com may with its discretion, without prior notice, assign these Terms or any rights or obligations contained in them to any third party.
7.10.    This Agreement can only be enforced by the Parties to the Agreement. Non-party to this Agreement shall not have any rights to enforce this Agreement.
7.11.    In this Agreement, where the word ‘including’ seen, it shall mean as ‘including with no limitation’
7.12.    The failure by NetizenTesting.com to exercise, or delay in exercising, a legal right or remedy provided by these provisions under this Agreement or by law shall not constitute a waiver of NetizenTesting.com’s right or remedy. If NetizenTesting.com waives a breach of these provisions, this shall not operate as a waiver of a subsequent breach of the provisions.
7.13.    Any term, condition, stipulation, provision, covenant or undertaking of this Agreement which is illegal, prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions thereof and any such illegality, voidness, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal, void, or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
7.14.    This Agreement shall be governed by and construed in accordance with the laws of Singapore. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of Singapore. If dispute arises, the Parties agree to use mediation and arbitration before resorting to the court of justice. The cost of mediation and arbitration shall be borne by both Parties equally.
7.15.    You agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with NetizenTesting.com. We will provide notice via email or other means of communication that You have provided to Us in Your contact information.


8.    SERVICE GUARANTEE
8.1.    Based on the Client’s request, NetizenTesting.com shall refund the amount the Client has paid for any particular Project within thirty (30) days from the date of payment. The Client may submit a refund request to support@NetizenTesting.com.

Please email us at support@NetizenTesting.com if you have any comments or questions.
 
Lat update: 01 July 2012