LEGAL / LEGAL SUPPORT
Terms and Conditions for Engage Testers
Date: 3 May 2023
Version number: 1
Please read these Terms and Conditions for Testers (“Agreement”) carefully before signing up as a Tester (“Tester”, “You” or “Your”) for the participation in research offered by Hotjar Limited (“Hotjar”, “We”, “Our” or “Us”) on our Site.
By completing the online registration for an account as a Tester on Our Site. You agree that (1) You are at least 18 years old, (2) have sufficient legal capacity to enter into this Agreement,(3) You agree to be legally bound by it and (4) the research participation that You will provide is accurate and truthful.
Hotjar may amend and update this Agreement from time to time. We commit to sending an email to the email address associated with Your Profile thirty (30) calendar days before any changes go into effect, provided such changes are not mandated by law to take effect on an earlier date. Your use of Our Site and/or participation in research following the effective date of any modifications to this Agreement will constitute Your acceptance of the modified Agreement.
In addition to the terms otherwise defined in this Agreement, the following terms have the definitions below:
1.1 “Affiliate” of Hotjar means any entity that Hotjar directly or indirectly controls, is under common control with, or is controlled by, where control means the ownership of more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered an Affiliate as long as that interest is maintained.
1.2 “Compensation” as defined in section 3.1.
1.3 “Confidential Information” means all information provided directly or indirectly by Hotjar, Affiliates or Researchers to You, in each case before, on, or after the date of this Agreement, whether orally or in writing, which is of a confidential nature or which would be reasonably considered as being confidential. Confidential Information will include information relating to this Agreement, Researchers, Interviews, Services or Projects, non-public financial information/data, business plans or methods, product roadmaps and pricing and other commercially sensitive information, marketing strategies, sales projections, supplier lists/names.
1.4 “Intellectual Property Rights” means any and all intellectual property rights including, patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress and get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor, mask work, and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property and industrial property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.
1.4 “Services” means the services of Hotjar or its Affiliates described in Section 1 of this Agreement.
1.5 “Site/s” means hotjar.com, pingpong.com and any sub-pages that are integrated within such sites.
1.6 “Tester”means an individual who has registered a tester account with Hotjar to take part in research projects.
2.1 Hotjar and its Affiliates offer Services connecting Testers like You with individuals or corporate researchers looking to get feedback on products and services through user research participation such as interviews and user tests (“Researchers”). Researchers can set up new testing or interview opportunities (each, a “Project”) and invite Testers who match their criteria to participate in individual tests or interviews (each, an “Interview”).
3. Registration and Profile
3.1 To participate in the research, You must register with Your accurate personal and contact information. (“Profile”). As Researchers invite You to Interviews based on Your Profile information that we share with them, You agree to update Your Profile if any information changes immediately.
3.2 To create a Profile and be eligible to receive Compensation (as defined in Section 3.1 below) for Your participation in Interviews, You must provide payment details within the Payment Method section of Your Profile (“Payment Method”).
3.3 If You want to increase the likelihood of being invited to Interviews, You can share more information with Us and the Researchers by linking Your social media accounts to Your Profile. If You do so, associated information found in Your social media accounts will be treated as part of Your Profile information on the basis of which Researchers determine whether to invite You to an Interview. This is entirely voluntary. If you do not link your social media profiles, Hotjar will never seek to process such data independently. You can also disassociate and/or update Your social media profiles from Your Profile at any time.
3.5 You are responsible for maintaining the confidentiality of any information about Your Profile and login credentials. You are solely and fully responsible for all activities that occur under Your Profile. Should You suspect an unauthorized use of Your Profile You agree to notify Us immediately.
4. Participation in Projects and Compensation
4.1 If a Researcher invites You to participate in an Interview as part of their Project based on Your Profile information, You will receive an invitation via email or other channels provided by You, providing a description of the Project, the expected length of the Interview, and the compensation You will receive for Your participation in the Interview (the “Compensation”).
4.2 Depending on the Project, You might need to answer a form with further questions for the Researcher to determine if you are a good match for the Project (a “Screener”). In such case, You must complete the Screener before You can schedule the Interview and receive further instructions regarding the Interview. Interviews are conducted by the Researcher as video calls through Hotjar’s platform. Each Interview is recorded and stored for a maximum of two (2) years after the date of the Interview to enable the Researcher to analyze and gain insights from the Interview.
4.3 You are entitled to Compensation only after the Researcher notifies Hotjar of the successful completion of an Interview that started at the agreed time and lasted for the agreed time unless ended earlier by the Researcher. Hotjar will process Your Compensation within fourteen (14) days after the Interview and make a payment to the Payment Method chosen in Your Profile. It is Your responsibility to maintain an active Payment Method to be eligible to receive the Compensation.
4.4 Should Hotjar reasonably believe that the information provided in Your Profile or Screener is not truthful, or if You are not a proficient speaker of the language in which the Interview is conducted, You will lose Your right to receive Compensation for such Interview and any other Interviews that You were invited to based on such incorrect information. Further, Hotjar may, at its sole discretion and notwithstanding the right to deactivate Your Profile pursuant to Section 6 (Termination) below, cancel any Interviews that You have scheduled for the future.
4.5 The Compensation paid to You by Hotjar constitutes the full and final remuneration for Your participation in an Interview. Your participation in or completion of an Interview does not give rise to any claims, including but not limited to, claims for any further payments from the relevant Researcher, and does not constitute an employment relationship between You and Hotjar or the Researcher. It is expressly agreed that Our relationship with You shall be as independent contractors and that the relationship between Hotjar, Affiliates or Researchers with You shall not constitute a partnership, joint venture or agency. You shall have no authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on Hotjar, Affiliates or Researchers.
4.6 It is Your responsibility to determine all taxes to be paid by You in connection with Your receipt of any Compensation and to report and remit such taxes to the appropriate tax authority. Hotjar is not obliged to determine whether taxes apply and We are not responsible for collecting or remitting any taxes arising from any Compensation You may receive.
5. Proprietary Rights
5.1 Intellectual Property Rights. Except as otherwise stated in this Agreement, all rights, titles, and interest in Our Site, the Services, research participation feedback and any content and Intellectual Property Rights contained in Our Site, the Services or the content, and any improvements, design contributions, or derivative works and any related knowledge or processes (including any machine learning algorithms output by the Platform) or research participation is the exclusive property of Hotjar, Affiliates, Researchers or licensors, as applicable.
5.2 Feedback. You may from time to time provide to Us and our Affiliates recommendations, suggestions, ideas, derivations, enhancement requests, or other feedback concerning the operational and functional capabilities relating to Your research participation or the Services (“Feedback”). To the extent You provide Feedback, You grant to Us and our Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, modify, distribute, sell, offer for sale, import, create derivative works and otherwise exploit Feedback (including by incorporation of such feedback into the Platform) without restriction. You will ensure that: (a) Feedback does not identify You; and (b) You have obtained requisite authorization from any third party to grant the license described in this Agreement.
6.1 You agree to keep all Confidential Information secret and to not disclose the Confidential Information to anyone except to the extent required by law or a court order. The obligations of confidentiality under this Agreement do not extend to information that: (i) was already rightfully in Your possession before its disclosure, (ii) is public knowledge (otherwise than as a result of a breach of this Agreement), or (iii) is lawfully disclosed to You by a third party without restriction of disclosure.
7. Limitation of Liability and Indemnification
7.1 To the full extent permitted by law, in no event shall Hotjar, Affiliates or Researchers be liable to You for loss of profits, loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, work stoppage or any consequential, incidental, indirect, special, cover, punitive, or exemplary damages arising out of or related to the Agreement, even if Hotjar, Affiliates or Researchers has been expressly informed of the likelihood of such losses.
7.2 To the full extent permitted by law, the total, cumulative liability of Hotjar and Affiliates arising out of or related to the Agreement will be limited to the total amount You received in Compensation during the twelve (12) month period preceding the first event giving rise to liability. The foregoing limitation will apply whether an action is in contract, tort (including negligence), breach of statutory duty, or any other legal or equitable theory. Any amounts recovered by You against Hotjar or Affiliates pursuant to statutory rights shall be aggregated with any other claims hereunder for purposes of the cap on damages set out above.
7.3 You agree to indemnify and hold Hotjar and Affiliates harmless for any claims arising out of Your breach of this Agreement.
8. Suspension, Termination
8.1 We may suspend and/or terminate Your access to the Site and/or disable Your Profile at any time if you do not show up for Your Interview or if Hotjar reasonably believes that You are in breach of the Agreement. Hotjar shall use commercially reasonable efforts to notify You at the email address associated with Your Profile unless (a) We are prohibited from doing so under applicable law; or (b) it is necessary to delay notice to prevent harm to Hotjar or a Third Party.
8.2 You may terminate this Agreement by deleting Your Profile at any time.
9. No Class Action
9.1 All claims between the parties, including Affiliates, related to this Agreement will be litigated individually and You will not consolidate or seek class treatment for any claim with respect to the research participation or Services.
10. Governing Law and Jurisdiction
10.1 To the full extent permitted by law, this Agreement and Your use of the Sites, the Services or Your research participation are governed and interpreted in accordance with the laws of England and Wales, without regard to choice of law principles.
10.2 To the extent permitted by law, any claim, dispute or matter arising under or in connection with this Agreement shall be dealt with by the competent courts of England and Wales.
11.1 As a Tester, You participate in Projects in Your personal capacity as an independent contractor and not as an employee of the Researcher, Hotjar or Affiliates. Nothing in this Agreement shall be interpreted or construed as creating any type of employment relationship between You and Hotjar, Researchers or Affiliates.
11.2 Hotjar’s failure to enforce, at any time, any provisions of this Agreement or the failure to require, at any time, the performance by You of any of the provisions of the Agreement shall in no way waive Your obligation to comply with any of the provisions of this Agreement or Hotjars’s ability to enforce these provisions.
11.3 Hotjar may assign its rights and obligations under the Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of its assets, shares or activities without Your consent.
11.4 If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, the other provisions of this Agreement shall remain in effect to the maximum extent possible.
12.1 Hotjar does not provide any guarantee that You will be matched with a Researcher and participate in any Interviews or Projects.
12.2 The use of the Site and Services is provided on an “as is” basis. Hotjar and its Affiliates makes no further warranties; whether express or implied; and hereby disclaims and negates all other warranties; including without limitation; implied warranties or conditions of merchantability; fitness for a particular purpose or other violation of rights. Further, Hotjar and its Affiliates do not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Services or that the Services will be error-free.