Last updated: December 12 2016
SUMMARY OF TOU
This summary is for ease of reference only.
- The Upinion Platform is offered to you by Upinion Global B.V. and its subsidiaries.
- With the Upinion platform you can can ask and answer questions in Conversations.
- With our Services you will be able to create Groups (making you the Group Administrator), invite people (“Upinionators”) to join these Groups, ask them questions in chat-like Conversations, collect their answers/data, create Rewards and give certain users rights to view and/or edit Conversations (“Group Users”).
- You are allowed to be both a Group User and a Upinionator at the same time.
- As a Upinionator you will be able to join Groups and answer questions in Conversations. These Conversations are initiated by Group Users in order to collect your answers for research and feedback purposes. Participating in Conversations is at your own discretion.
- Please read these TOU and our Subscription, Privacy and Reward Terms carefully before you start to use our Platform, as these will apply to your use of our Services.
- You are granted access to the Services through our Platform either as a Registered User after the authorization of an account subscription or as an Unregistered User without an account subscription. Please note that Unregistered Users have limited access to our Services.
- Please read our Subscription Policy to learn how we handle your Account subscription and Group subscriptions.
- Please read our Reward Terms to make sure you are aware of your responsibilities when creating Rewards on our Platform. Please note that as a Group Administrator you are solely responsible for your use of the Rewards feature.
- Please respect our (intellectual property) rights and the rights of others, as we will respect your rights. You remain the owner or the licensee of all (intellectual property) rights relating to your Data.
- You are (solely) responsible for your use of the Platform, for any Data you upload, download, use and create using our Services and for any consequences thereof. This also means that you will have to obtain all necessary permissions in the event you use (personal) data from third parties in any Data you upload.
- We are not responsible or liable for the Data or accuracy of any Data uploaded or downloaded by our Users.
- We respect your privacy and we do our best to protect the data with which you entrust us. You can find our Privacy and Security statement here.
- In case of any questions you can always contact us by email at [email protected].
Upinion is a platform operated by the limited liability company Upinion Global B.V. and its subsidiaries (“we”). Upinion Global B.V. is a private company with limited liability registered in The Netherlands under company number 27356144 and has its registered office in Amsterdam, The Netherlands. Our principal place of business is in Amsterdam, The Netherlands. Our VAT number is NL821341121B01.
1.2 Use of our Platform includes but is not limited to, downloading our app, visiting our website, logging in to use our Platform, accessing, browsing, and storing data.
1.3 Please read the TOU carefully before you start to use our Platform, as these will apply to your use of our Services. We recommend that you save or print a copy of these documents for future reference.
1.4 By using our Platform, you confirm that you accept our TOU and that you agree to comply with them. If you do not agree to our TOU, you must not use our Platform.
2.1 Our Platform provides our Users with (i) services to ask questions and to make contact with other Users and (ii) enable them to answer these questions through our web application and mobile apps and (iii) related services (together: “Services”).
2.2 With our Services you will be able to create Groups (making you the Group Administrator), invite people (“Upinionators”) to join these Groups, ask them questions in these Groups (Conversations), collect their answers/data, create Rewards and give certain users rights to view and/or edit Conversations (Group Users).
2.3 You are allowed to be both a Group User and a Upinionator at the same time.
2.4 As a Upinionator you will be able to join Groups and answer questions in Conversations. These Conversations are initiated by Group Users in order to collect answers for research and feedback purposes.
2.5 Participating in Groups and Conversations is at your own discretion.
2.6 You are responsible for making all arrangements necessary for your access to our Platform and Services. You are also responsible for ensuring that all persons who access our Platform through your internet connection are aware of these TOU and other applicable terms and conditions, and that they comply with them.
3. Subscription, Accounts and Costs
3.1 Users are granted access to the Services through our Platform either as a Registered User, after the authorization of an account subscription (“Account”), or as an Unregistered User without an account subscription.
3.2 All Group Users must be Registered Users. Upinionators can either be Registered Users or Unregistered Users. Please note that not all of our Services are accessible for our Unregistered Users. Please read our Subscription Policy for more detailed information and the terms for each Account.
3.3 An Account subscription can either be a free subscription (“Free Account”) or a paid subscription (“Pro Account”).
3.4 A Free Account is free forever, meaning we will not charge you for access to our Platform. A Pro Account is a paid subscription, meaning we will charge you for access to our Platform and for our Services.
3.5 Registered Users can create Groups. A Group Subscription can either be a free subscription (“Public Group”) or a paid subscription (“Private Group”). A Public Group is free forever, meaning we will not charge you for access to the Group. A Private Group is a paid subscription, meaning we will charge you for access to the Group and related services.
3.6 Please read our Subscription Policy to learn how we handle your Account subscription and your Public or Private Group subscriptions.
3.7 Please note that prices for the Services related to our Pro Account and Private Groups are subject to change without notice.
3.8 As a Registered User you agree to provide us with current, complete and accurate data and information necessary to create an Account and to provide Services through our Platform. You agree to promptly update your Account and other information when necessary.
3.9 You agree to provide to us accurate information regarding billing details.
3.10 As an Unregistered User you may use our Platform; however you will only have access to a limited set of Services. Your use of our Platform is also subject to these TOU.
3.11 If you choose a username and password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
3.12 You are responsible for the access to and maintenance of all equipment used in conjunction with the Platform. This includes all computers, software, and any communication equipment used for our Services.
3.13 If your Account is linked to an Organisation, continuing access to our Platform and Services will be subject to the approval of that Organisation.
3.14 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these TOU.
3.15 Unless agreed otherwise in writing by us, you may not apply for or manage an Account if we have rejected an Account or terminated your Account after registration.
4. Refund policy – limited cooling-off period
4.1 If you have a complaint about our Services, we would encourage you to first contact us at [email protected] so we can discuss your concerns. We will try to resolve any disagreements that arise between us quickly and efficiently.
4.2 If you are a Registered User with a paid subscription, you have the right to cancel your order, for any reason and with no justification, upon written notice within 14 days of your registration, in accordance with our Subscription Policy. All fees paid by you will be refunded, except for the fees directly related to the Services you actually used.
4.3 Please note that if you create a Private Group using our Services, the generated Group is unique and allocated to a specific Group Administrator and cannot be re-utilised. As a consequence, we operate a “no returns” policy for these specific Services, and all fees charged for the use of this Service are non-refundable.
5. Groups and Rewards
5.1 Our Services provide our Registered Users with the option to create one or more Groups. A group can either be a (free) Public Group or a (paid) Private Group (together: “Group(s)”). You can invite Upinionators to join your Group, and ask questions and receive answers from them.
5.2 You agree to hold yourself to the Code of Conduct Rules when creating Groups, Rewards and Conversations.
5.3 After you have successfully created a Group, you can invite Upinionators to join it through the Platform. Please note that before creating a Group, you must agree to our Reward Terms, which includes the obligation to connect a Group to a Reward.
5.4 Please note that as a Group Administrator you are solely responsible for your use of the Rewards feature, whether by offering a “Discount”, “Free Product”, “Free Prize Draw” or “Love Reward”. By connecting a Reward to your Group, or publicizing, promoting or advertising a Reward, you agree to only use this feature in accordance with the applicable (local) laws and regulations together with our Reward Terms.
5.5 Members of Private Groups will not be invited by Upinion to join other Groups, but Upinionators may coincidentally be invited by Group Users to join Groups and can join those Groups at their own discretion.
5.6 Upinionators joining a Public Group can be invited by Upinion to join other Groups. Upinionators may also coincidentally be invited by external Group Users to join Groups and can join those Groups at their own discretion.
5.7 Group Users can invite Upinionators using the tools available in the Service or by other means. Upinion is not responsible for the response to any of these campaigns. Upinion does not accept any liability whatsoever when it comes to responses received, the statistical interpretation of those responses, nor the behaviour of Upinionators or Group Users.
6. Our Intellectual Property Rights
6.1 We and our licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Platform and our Services and any technical requirements and end-user documentation made available to you by us and used in connection with, or generated by, the Platform.
6.2 We reserve all rights not expressly granted to you in these TOU. We retain title and interest in and to any and all existing and future intellectual property rights and all rights related to it, including the licensed intellectual property rights with regard to the Platform and Services. We may also license rights owned by third parties with whom we have agreements.
6.3 We hereby grant to you and you accept a nonexclusive license to use the Platform (“License”). You have only the limited rights to use the Platform as are expressly granted to you under this TOU and in other written licenses for Services, and no other rights are granted or conveyed, or will be deemed to be granted conveyed, whether by implication, estoppel, or otherwise.
6.4 The License is effective upon your clicking the “Accept” button. We may terminate the License upon the breach of any term hereof by you.
6.5 Upon any termination you will no longer be permitted to use the Platform. All licenses granted hereunder will terminate.
6.6 You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under the License.
6.7 You may use our Upinion logos, trademarks and other brand assets in accordance with the provisions stated in our Brand Guidelines <<Add Link>> and only for non-commercial purposes.
7. Your Data, Intellectual Property Rights and Licenses
7.1 The Platform offers the functionality to upload and download certain data such as text, images, and audio and video files (hereinafter: “Data”).
7.2 Whenever you make use of a feature of our Platform that allows you to save, add, post, submit, link or upload any Data or to make contact with other Users to our Platform, you warrant and represent that that you are legally entitled to make such use of the Data and your Data does not violate any third party rights, in particular intellectual property and privacy rights.
7.3 You remain the owner or the licensee of all intellectual property rights relating to your Data. By making Data available to our Platform you grant us a worldwide, non-exclusive, sub-licensable, transferable and royalty-free license to use, copy, distribute and disclose to third parties any such Data only for the limited purposes of the provision of our Services under these TOU, including the right to:
(i) make Data from Group Users available to other Users e.g. by sharing Data from Group Users with certain Upinionators;
(ii) allow Group Users to use Data uploaded by Upinionators;
(iii) allow us to use the Data as necessary for the operation and maintenance of the Platform.
7.4 By removing your Data from the Platform all (sub)licences granted to us and to other Group Users to such Data under these TOU will remain in force and full effect, to the extent necessary for the operation of the Platform and for us to provide Services.
7.5 We have no obligation to review any Data and can in no way be held responsible for the Data. You agree that we shall under no circumstances be liable for indirect, special and/or consequential damages, costs and expenses, howsoever occurred.
7.6 We have the right to disclose your identity to any third party if we receive a formal written complaint stating that Data uploaded by you to our Platform constitutes a violation of its rights, in particular intellectual property or privacy rights, or if otherwise legally required in our opinion. By accessing and using our Platform you submit to our Code of Conduct.
7.7 The views expressed by Users on our Platform do not necessarily represent our views or values.
7.8 You shall at all times make your own back-up copy of any data uploaded, shared or downloaded through our Platform.
8. No reliance on information
8.1 We will not be responsible, or liable to any third party, for the content or accuracy of any Data uploaded or downloaded by you or any other User of our Platform.
8.2 The Data accessible via our Platform is provided for general information only. For various reasons we cannot guarantee that the Data is useful and will function as intended, since e.g. we cannot audit or verify the Data.
8.3 Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that content related to our Platform is accurate, complete or up to date.
9. Availability, Use and Restrictions on the Platform
9.1 We do not guarantee that our Platform or our Services will always be available or uninterrupted and free from errors or defects, or that the results of our Services are up to date, complete or accurate. Access to our Platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change certain parts of our Platform. We will not be liable to you if for any reason our Platform is unavailable at any time or for any period.
9.2 We maintain the right to revise or discontinue any facet of the Platform. This includes, but is not limited to, hours of operation, functionality and pricing for (the use of) Services.
9.3 We reserve the right to change these TOU as we feel necessary. Any use of the Platform by you after notification serves as acceptance of TOU changes.
9.4 The Platform is the valuable, copyright protected and trade secret property of Upinion or third parties that have contributed thereto. Copying of (any portion of) the Platform is prohibited.
9.5 In accessing or using the Platform, you agree not to (or permit anyone else to) do or attempt any of the following:
- a) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer or offer the Platform and/or Services for any commercial purpose;
- b) remove or alter any copyright, trademark, confidentiality or other proprietary notices, designations, or marks;
- c) modify, translate, adapt, arrange, or create derivative works of the Platform, except as permitted in these TOU;
- d) decompile, disassemble or reverse engineer, or determine any source code, algorithms, methods, or techniques of the Platform;
- e) interfere with, damage, or disrupt the operation or any security-related features of the Platform, gain unauthorized access, or restrict or inhibit use by others;
- f) use any robot, spider, or other system, device or mechanism to access the Platform likely to disrupt or disable or destroy the Platform or any Data of our Users;
- g) frame or mirror any part of the Platform or create a competitive business to the Platform;
- i) use the Platform and/or Services, or any feature thereof in a way that could or does violate any law or the rights (including without limitation, the copyright, trademark, patent, trade secret other intellectual property, proprietary or other rights) of any person, firm or entity or expose us to legal liability; or
- j) pose a security risk to the Platform or to any other User.
9.6 We have no obligation to monitor the Platform and/or Data uploaded and stored by you or any use thereof by you.
9.7 We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
10. Liability, warranties and damages
10.1 You are responsible for your use of the Platform, for any Data you upload, download, use and create using our Services and for any consequences thereof.
10.2 Please note that as also stated in article 5.4, a Group Administrator is solely responsible for the use of the Rewards feature. You agree to only use this feature in accordance with our Reward Terms. You are responsible for ensuring that any Reward complies with all applicable laws, regulations, industry rules and guidelines. You acknowledge that compliance with our Group Rewards Policy does not imply compliance with all applicable laws. You are responsible for obtaining any necessary counsel in connection with your Reward.
10.3 You will indemnify and hold us and our respective subsidiaries, affiliates, officers, directors, employees and agents harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) for any claim or cause of action related to Rewards, including the publicity or administration of that Reward or use of any Data.
10.4 We are only liable for claims arising from our gross negligence or wilful intent or any other liability that cannot be excluded or limited by Dutch law.
10.5 We shall not be liable to you, an Organisation or to any third party for any modification, price change, suspension or discontinuance of our Services.
10.6 To the extent permitted by law, we exclude all warranties or other terms which may apply to our Platform, Services or any content on it, whether express or implied.
10.7 We will not be liable to any user or Organisation for any loss or damage, whether in contract, tort (including negligence) or otherwise, even if foreseeable, arising under or in connection with:
- use of or inability to use our Platform; or
- use of or reliance on any Data saved, uploaded or created on our Platform or in connection with our Services.
10.8 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, Data or other proprietary material due to your use of our Platform or to your use of any Data.
10.9 Our Platform contains Data including personal data and links to other websites and other resources provided by third parties. We have no control over websites, resources or Data uploaded by you or originated from third parties. We assume no responsibility for this Data or content of websites linked on our Platform. Such data or links should not be interpreted as endorsement by us of those data or linked websites. We will not be liable for any loss or damage that may arise from your use of them.
10.10 We are not responsible for examining or evaluating the content or accuracy of the Data and we do not warrant and will not have any liability or responsibility for any Data, or for any loss or damage that may arise from your use of them.
10.11 You agree to indemnify and hold us and our affiliates and employees harmless from and against all liabilities, costs, damages and expenses (including reasonable attorney’s fees) arising from or relating to any claims that result from your breach of these TOU.
11.1 If you have an Account, you may cancel or delete your account. Please read our Subscription Policy to learn how. We may also (partially) cancel access to your Account and to any Services if you are found to be in material breach of any the terms of the TOU, or in the event of non-payment by you of any amount due and payable.
11.2 As a Group Administrator, you may cancel or delete any Group. Please read our Subscription Policy to learn how. We may (temporarily) cancel access to any Group and/or to related Services if you are found to be in material breach of any of the terms of the TOU, or in the event of non-payment by you of any amount due and payable.
11.3 In the event of a material breach or non-payment as mentioned in article 11.1 or 11.2, we shall downgrade your Private Group to a Public Group and your Pro Account to a Free Account. The downgraded Group or Account can be converted back into the previous paid subscription on the condition that all amounts are paid in full.
12. Privacy and Security
12.4 You are responsible for your use of the Platform, for any Data you upload, download, use or create using our Services and for any consequences thereof. By using our Platform you warrant that you will act in accordance with all applicable laws and regulations concerning the protection of personal data and unsolicited communication and – in particular – you warrant that you have obtained all necessary permissions in the event you use personal data from third parties in any Data you upload.
13. Final Provision
13.1 If any portion of this TOU is found to be invalid, unenforceable or non-binding, the remaining portion will remain in force and full effect.
13.2 If we fail to enforce any of this TOU it will not be considered a waiver.
13.3 If the provisions of this TOU and the provisions of the policies conflict, this TOU will prevail.
13.4 The English version of this TOU will be the only official and legally binding version, regardless of whether a translation into another language is or will be made.
14. Governing law and competent court
14.1 These TOU and our agreement with you is construed in accordance with and shall be exclusively governed by the laws of the Netherlands. This does not prejudice the protection of any mandatory provisions of the laws of the country that would be applicable in the absence of this provision.
14.2 Any and all disputes that may arise under or in connection with our agreement with you and/or these TOU shall be exclusively referred to the competent court in Amsterdam, the Netherlands, unless mandatory laws designate another court.