Vision Suite Terms and Conditions

Effective Date: April 13, 2021

These terms and conditions (“Terms”) are posted by Innovate MR, LLC (“we,” “us,” or “Innovate”), and govern your use of the products and services available on the Vision Suite platform (the “Platform”), including without limitation Vision Surveys, Vision Sample, and/or Vision Quality (collectively, the “Vision Suite”). The Platform, the Vision Suite and any other products and services available on the Platform may be referred to herein collectively as the “Services.”

These Terms form a legally binding contract between you and Innovate. By accessing, using, or participating in the Services you expressly agree to these Terms. We reserve the right to refuse or restrict your access to the Services, or to change, modify or eliminate all or any portion of the Services, at any time and for any reason.

These Terms include the Vision Suite Privacy Policy, which is incorporated herein by this reference. Innovate takes your privacy seriously. For information about Innovate privacy practices, please review the Privacy Policy.

These Terms also include any statement of work, subscription form, or similar document (each a “Subscription Form”) which includes a link to these Terms. In the event of a conflict between any Subscription Form and these Terms, the Subscription Form shall control.

These Terms also include any other disclosures or disclaimers related to the Services which are: (i) presented to you directly on the Platform, including without limitation in any tooltips or instructions for using the Platform; or (ii) contained in communications from Innovate to you, including without limitation email communications regarding the Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SERVICES FOR ANY REASON. THESE TERMS INCLUDE A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

Platform Registration and Passwords

In order to set up an account on the Platform, you must provide certain information, including personal information. You agree that all such information will be complete and accurate. You are solely responsible for the security of your username and password, and will be solely liable and responsible for any use, whether authorized or unauthorized, of your account. Please be advised that the Services do not commence and you cannot launch sample until Innovate activates your account.

Unauthorized Uses

You agree you will not:
  • register, use, or maintain more than one username, unless doing so in connection with a single company account
  • collect any personal information of any respondent or any other user of the Services
  • use spiders, robots, or other automated techniques to catalog, download, store, or otherwise reproduce or distribute data or content available in connection with the Services
  • take any action to interfere with the Services, including without limitation by overloading, “flooding”, or “crashing” the Platform
  • send or transmit any viruses, corrupted data, or any other harmful, disruptive, or destructive code, file, or information, including without limitation any spyware
  • send unsolicited emails, including without limitation promotions and/or advertising of products or services
  • frame a portion of any Innovate website within another website or alter the appearance of the Innovate website
  • establish links from any other website to the Platform without the prior express written permission of Innovate
  • post or transmit any threatening, libelous, defamatory, obscene, pornographic, lewd, scandalous, or inflammatory material or content or any material or content that could otherwise violate applicable laws
  • impersonate any person or entity, misrepresent your affiliation with a person or entity, or in any way forge or mask your true identity
  • reverse engineer any aspect of the Services or take any act that might reveal or disclose any source code, or bypass or circumvent measurers or controls utilized to prohibit, restrict or limit access to any webpage, content or code
  • engage in any criminal or illegal acts or in any activities that may violate a third party’s privacy or publicity rights
  • encourage and/or advise any individual to commit any act prohibited by these Terms
  • use the Platform to build or reconstruct your own panel or re-contact individual respondents, unless specifically authorized by Innovate

Fees

Fees are described and agreed upon when you register for and use the Services and/or included on an applicable Subscription Form. These Terms include any additional disclosures or disclaimers related to pricing which are presented directly on the Platform. You acknowledge that prices quoted by Innovate are fluid and will fluctuate as real-time survey length and conversion rates change, and that additional fees may apply in certain situations, such as when manual supply (i.e., third-party sample) is used.

Fees due hereunder shall be paid according to the payment schedule set forth in the applicable Subscription Form. In the event that any invoices are not paid when due, we reserve the right to (a) charge interest on overdue amounts in the amount of the lesser of (i) 1.5% per month or (ii) the maximum amount allowed by applicable law, and (b) suspend your access to the Services, without liability and without limiting our other rights hereunder, until overdue amounts are paid in full. You agree to reimburse us for all costs (including reasonable attorneys’ fees) incurred in collecting late payments.

Perks

You may be eligible for rebate awards (“Perks”) based on your use of Vision Sample, creating eligibility for discounts on the Services. Your eligibility for such  Perks may be subject to additional terms and conditions set forth on the Platform, or in any additional communications between you and Innovate.

Use of Respondent Information

You acknowledge and agree you will not collect from respondents any personal information, unless specifically authorized by Innovate. You also agree that you will not use the Platform to build or reconstruct your own panel or re-contact individual respondents, unless specifically authorized by Innovate.

Confidential Information

In connection with your use of the Services, you may have the opportunity to review or access confidential and proprietary information, materials, products, and content (“Confidential Information”) belonging to Innovate or our clients, partners or licensors. Confidential Information is and shall remain the sole and exclusive property of its owner. In no event shall you obtain any right, title, or interest in or to any Confidential Information. You agree to protect the confidentiality and secrecy of the Confidential Information. You agree not to modify, copy, reproduce, republish, display, transmit, distribute, reverse engineer, create derivative works of, decompile, or otherwise use, alter, or transfer Confidential Information without the prior express written consent of Innovate. You acknowledge and agree that Confidential Information may be subject to and protected by intellectual property laws, regulations, and codes.

All communications related to the Services, and any other materials submitted or transmitted by you to Innovate in connection with the Services, by electronic mail or otherwise, shall be treated as non-confidential and non-proprietary information, unless specifically indicated by you prior to or contemporaneously with the submission or transmission of such communications and materials.

License and Ownership of the Services

Subject to your compliance with these Terms, we grant you a royalty-free, non-transferable, non-exclusive license to use the Services in accordance with these Terms. You acknowledge and agree that as between the parties, we retain all right, title, and interest in and to all trademarks, copyrights, software, source code, and other intellectual property associated with the Services (“Innovate IP”). Nothing contained herein shall constitute an assignment of such rights or grant you any title or ownership therein. You agree that you will not contest our ownership of such rights, challenge the validity of such rights, or take any action in derogation of such rights.

Except as expressly permitted herein, you shall not directly or indirectly (a) use the Innovate IP or any Confidential Information to create or enable a third party to create any software, product or service competitive to the Services or (b) otherwise use the Services, Innovate IP or any Confidential Information in any way that violates these Terms.

You grant us a royalty-free, non-transferable, non-exclusive license to use any materials you upload to the platform or otherwise provide to us, including all intellectual property therein, for the purposes of us providing the Services hereunder. You retain all right, title, and interest in and to your own materials and intellectual property. Nothing contained herein shall constitute an assignment of such rights or grant to us any right, title or interest therein.

Account Updates

You agree to keep your account information accurate and up to date. You may update, correct, or delete information contained in your account by accessing your account and changing the information you have input on the Platform, or by sending an email to visionsupport@innovatemr.com.

Third Party Websites

In connection with your use of the Services, you may be able to voluntarily connect to websites maintained or operated by third parties (“Third Party Websites”). Innovate does not make any representations or warranties regarding or endorse any Third Party Website or any products, services, or opportunities advertised, offered, or sold in connection with any Third Party Website. Please carefully review all policies and terms applicable to the Third Party Websites.

Disclaimer and Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. NEITHER INNOVATE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES MAKES ANY REPRESENTATIONS: (1) ABOUT THE SUITABILITY OF THE SERVICES FOR ANY PURPOSE; (2) THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (3) THAT THE SERVICES, OR ANY THIRD PARTY WEBSITES, WILL MEET YOUR REQUIREMENTS; OR (4) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

INNOVATE DOES NOT MAKE ANY WARRANTY AS TO: (1) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (2) THE CONFIDENTIALITY OR PRIVACY OF ANY USER’S REGISTRATION INFORMATION, EXCEPT AS SET FORTH IN THE INNOVATE PRIVACY POLICY; OR (3) THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.

ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM INNOVATE, FROM INNOVATE’S AFFILIATES, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL INNOVATE BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH: (1) YOUR USE OR THE INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH THE PLATFORM; OR (4) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT, OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER INNOVATE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

IN THE EVENT INNOVATE BEARS LIABILITY FOR DAMAGES, LOSSES, AND CAUSES OF ACTION, THE LIABILITY WILL BE LIMITED TO THE MAXIMUM AMOUNT PAID BY YOU, IF ANY, FOR USING THE SERVICES.

THIS DISCLAIMER AND LIMITATION OF LIABILITY DOES NOT APPLY WHERE PROHIBITED BY LAW.

Changes

Innovate hereby reserves the right, in Innovate’s sole discretion, to make changes to these Terms. Innovate encourages you to review these Terms on an ongoing basis. Your use of the Services after an update to these Terms constitutes your acceptance of the new Terms.

Representations and Warranties

Each party represents, warrants, and covenants that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into these Terms and to perform its obligations thereunder; (iii) these Terms are legally binding upon it and enforceable in accordance with the provisions herein; and (iv) the execution, delivery and performance of these Terms does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

You represent, warrant and covenant that (i) you shall strictly adhere to these Terms; (ii) you shall not rent, sell, license, lease or otherwise commercially exploit or make available the Services or any part thereof to any unauthorized user or otherwise use, modify, adapt, or combine the Platform or any other Services in an infringing or unauthorized manner; (iii) all survey questions, concepts, products, samples, advertising, promotional and other materials supplied or specified by you or provided to us in connection with your use of the Services will be accurate, substantiated, comply with all applicable laws and regulations and will not infringe upon or otherwise violate the rights of any third party; and (iv) you will comply with all applicable international, national, federal, state, and local laws, codes, regulations, rules, and requirements which apply to your use of, participation in, and access to the Services, and that your use of the Services will not violate any third-party intellectual property rights.

Payment of Respondents

Without limiting the foregoing, you represent, warrant, and covenant that you are and will remain in compliance with all applicable laws and regulations regarding payment of consideration to respondents, including without limitation any wage-hour requirements and compliance with California A.B. 2257.

Indemnification

You agree to indemnify, defend, and hold harmless Innovate and its affiliates, as well as their directors, officers, employees, agents, successors and assigns, from and against all liabilities, losses, damages and costs, including reasonable attorneys’ fees, they may suffer as the result of third party claims, demands, actions, suits or judgments against them resulting from or arising out of your violation of these Terms or your gross negligence or willful misconduct.

Notices

All questions regarding these Terms and all legal notices should be sent to:

Innovate MR, LLC
Attn: Vision Support
23975 Park Sorrento Suite 210
Calabasas CA 91302
Email: visionsupport@innovatemr.com.

Except as otherwise set forth herein, or as required by applicable laws, all notices to be sent or provided to Innovate should be correctly addressed and shall be sufficiently delivered if delivered: by Federal Express, Express Mail, nationally or internationally recognized overnight courier service, in which case notice shall be effective one (1) business day following dispatch; by certified mail, return receipt requested, postage prepaid, in which case notice shall be effective six (6) days following deposit in mail; or via email, in which case notice shall be effective one (1) day following the date the e-mail was sent, provided that Innovate did not receive an error message stating that delivery of the e-mail was delayed, that the e-mail address was invalid, or that the e-mail otherwise could not be delivered.

Except as otherwise required by applicable laws, you agree that Innovate may provide notices to you via the e-mail address provided by you to Innovate, in which case notice shall be effective as described with respect to email notices in the paragraph above.

Arbitration

ANY CLAIM OR DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE THE SERVICES OR THESE TERMS SHALL BE SUBMITTED TO ARBITRATION. ARBITRATION WOULD REMOVE YOUR RIGHT TO LITIGATE A CLAIM IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT, INCLUDING DISCOVERY AND RIGHTS TO APPEAL, ARE GENERALLY MORE LIMITED IN ARBITRATION THAN IN A LAWSUIT, AND OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. IT IS IMPORTANT THAT YOU READ THIS PROVISION CAREFULLY BEFORE ACCEPTING THESE TERMS OF USE.

All disputes between you and Innovate, including disputes related to these Terms, your use of the Services, or your rights of privacy or publicity, will be resolved by binding, individual, confidential arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes. You and Innovate hereby expressly waive trial by jury. Notwithstanding the foregoing, either party may seek interim relief from any state or federal court in the party’s state of residence to protect the party’s intellectual property rights you may bring claims only on your own behalf.

NEITHER YOU NOR INNOVATE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT.

This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. In any arbitration, Innovate will pay the filing, administration, service or case management fee, plus the costs associated with the first day of arbitration, with the remaining costs to be paid by the non-prevailing party. Unless inconsistent with applicable law, each party shall bear the expense of their respective attorneys’, experts’ and witness fees, regardless of which party prevails in the arbitration.

Governing Law and Venue

Arbitration shall take place in Los Angeles, California, but may proceed telephonically if the complainant so chooses. These Terms shall be governed and enforced by applicable laws of the State of California, without regard to conflict of law provisions thereof.

No Assignment

You may not assign your rights or obligations under these Terms to any other party without our prior written consent. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

Relationship of the Parties

The parties intend to act and perform as independent contractors. These Terms are not intended to create a partnership, joint venture, agency or employment relationship between the parties or between a party and the employees, agents or independent contractors of the other party. Each party is and will remain responsible for its respective employees and agents and will make no claim against the other for compensation, vacation pay, sick leave, retirement benefits, social security benefits, workers’ compensation, disability or unemployment insurance benefits or employee benefits of any kind.

Publicity

You agree that we may reasonably use your name and trademarks in any news release, public announcement, advertisement, client list or other form of publicity.

Miscellaneous

These Terms, including any Subscription Form, constitute the entire agreement between the parties with respect to the subject matter hereof, and these Terms may only be amended in a writing signed by both parties.

The headings contained in these Terms are for reference only and shall have no effect on the interpretation or application of these Terms. Innovate’s failure to enforce a breach by you of these Terms shall not waive or release you from such breach and shall not waive, release, or prevent Innovate from enforcing any subsequent breach by you of these Terms.

Neither party shall be liable or deemed in default for failure to perform any duty or obligation hereunder where such failure has been occasioned by any act of God, fire, pandemic, strike, third-party hardware or software failure, third-party misuse of websites, communication failure, theft, denial of service attacks, unauthorized destruction of or access to our records and services, cyber-attacks, cyber terrorism, inevitable accidents, war or any other cause outside the reasonable control of that party and occurring without its fault or negligence. The party whose performance has been so interrupted shall give the other party notice of the interruption and cause thereof, and shall use every reasonable means to resume full performance as soon as possible.

Any provisions of these Terms which by their nature are clearly intended to survive termination of these Terms, including without limitation provisions regarding disputes, limitations of liability, and indemnification, shall survive.
If any term or provision of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be deemed null and void and shall not affect the application and/or interpretation of these Terms. The remaining terms or provisions of these Terms shall continue in full force and effect, as if the invalid or unenforceable term or provision was not a part of these Terms.

The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision hereof, or to exercise any right hereunder, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance.