A few highlights: We strive to create a transparent fair playing field for all uTest users. That's why we insist that all users (customers and testers alike) use valid email addresses, use their real names, and agree to never disclose information about other uTest users. For example, testers are not permitted to share information about uTest customers, their applications or any testing results outside of uTest web properties (e.g., our private tester forums or our platform). This means no talking on Facebook™, Twitter™, blogs, forums, media or any other digital media about uTest customers or their apps. Likewise, customers cannot share information about testers via outside media.
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Limitations of Liability; Disclaimers of Warranties By using the Site, each Company and Tester hereby agrees to fully indemnify uTest from and against any third-party claims relating to alleged infringement by such Company or Tester, as applicable, of a third party's intellectual property rights. uTest and its affiliates make no representations or warranties of any kind regarding the Site and the Site Content. The Site and Site Content are provided in "AS IS" condition, and uTest and its affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SITE AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SITE OR THE SITE CONTENT, AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE OR THE SITE CONTENT. No advice or information, whether oral or written, obtained by You from uTest, an affiliate of uTest or through the Site or Site Content will create any warranty not expressly stated herein. YOU USE THE SITE AND THE SITE CONTENT AT YOUR OWN RISK, AND NEITHER UTEST NOR ANY AFFILIATE OF UTEST WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM UTEST OR AN AFFILIATE OF UTEST ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SITE OR SITE CONTENT, EVEN IF UTEST OR AN AFFILIATE OF UTEST HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
II. PROVISIONS APPLICABLE TO CUSTOMERS Any Company making use of the Site hereby acknowledges and agrees that, with respect to testing services, uTest functions as an intermediary connecting Companies with Testers to evaluate and provide software testing services. uTest makes no representations or warranties, unless expressly provided, as to the quality of services provided by the Testers. No guarantee is given that any or all test artifacts (such as, but not limited to, bugs, test cases, test data, test scripts, and other test artifacts implemented by uTest from time to time, collectively, "Test Artifacts") in connection with a Company's software will be found, diagnosed, or resolved as a result of engaging Testers through the Site.
UTEST DOES NOT GUARANTEE THE PARTICIPATION OF A MINIMUM NUMBER TESTERS, REPORTED OR APPROVED TEST ARTIFACTS, OR COVERAGE PERFORMED BY THE TESTER COMMUNITY.
UTEST DOES NOT GUARANTEE THE SKILLS OF TESTERS, WHETHER BASED ON TESTER RATINGS OR UTEST UNIVERSITY CERTIFICATIONS.
Unless you explicitly notify uTest otherwise in writing, uTest may display your company name, logo and public description on the Site or in other uTest marketing materials.
Companies may purchase:
a. Subscriptions may be purchased on a monthly, quarterly or annual basis. The subscription period begins upon signature of the Order Form or Statement of Work, as applicable, and payment is due upon receipt of invoice. Subscriptions may contain auto-renewal provisions and are cancellable after the minimum commitment specified in the Order Form or Statement of Work, upon written notification to email@example.com.
(ii) On-demand testing services for various lengths of time
(iii) Fixed Fee & On-Site Tester Services
a. Companies may purchase testing services at a fixed fee for non-recurring testing needs and non-functional testing services. These services need to be completed within the time period stated in the uTest order form or statement of work. If the company does not use the testing services within this time period, the testing services will be deemed to have been earned by uTest and the company shall have no right to a cash refund or credit. Companies may also purchase on-site tester services for a fixed hourly rate.
(iv) Apphance software
a. Customers may purchase app crash management software. Please refer to the Apphance terms & conditions located at http://www.apphance.com/terms-of-use.
Provisions Applicable to All Testing Services
A Company must either accept or decline new Test Artifacts reported by Testers by the earlier of (i) the tenth (10th) day following the receipt of an applicable Test Artifacts report from Testers, or (ii) the date that the testing project cycle is closed (hereafter, the "Acceptance Period"). You agree to pay uTest for all Test Artifacts which are either approved during the Acceptance Period or which are not timely declined during the Acceptance Period. You are responsible for the timely analysis, testing, approving and fixing of bugs and other Test Artifacts reported by Testers.
You agree not to use your uTest.com account to post false or misleading project descriptions. You may not post project descriptions that are inappropriate for uTest's audience, viewers, or visitors, as more fully described below. uTest shall have sole discretion, in determining the appropriateness of any content posted to or available through its web site. You shall not falsify your identity or the identity of any third-party. You agree to comply with all of uTest's specified policies.
You agree and acknowledge that uTest may aggregate and share anonymous information with third parties, including data related to general testing time, standards, average number of bugs found and other Test Artifacts reported, the number of bugs fixed, and additional aggregated statistical reports regarding Companies' applications that are being or have been tested. uTest will not specify any Company's name or provide personal information relating to the Company (including e-mail addresses, accounts or financial information), but may mention the business areas or industries in which Companies operate and the type of applications or software being tested.
You agree not to solicit (other than by general advertisement), or hire, any employee or subcontractor of uTest (including, without limitation, any Tester which performs testing services for uTest) either on behalf of Your Company, or on behalf of any other company during the term of this Agreement and for a period of one year thereafter.
PROVISIONS APPLICABLE TO SECURITY AND VULNERABILITY CUSTOMERS
1. Provisions Applicable to manual security and vulnerability test cycle performed by uTest community & security experts
IN NO EVENT SHALL UTEST BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE PENETRATION TESTS OR SIMULATED ATTACKS PERFORMED BY UTEST SECURITY EXPERTS AND COMMUNITY AS PART AS A SECURITY AND VULNERABILITY TEST CYCLE
2. Provisions applicable to customers using static and dynamic security analysis using the Veracode solution/technology/application
As a condition of using the Veracode Solution via the uTest platform, you must agree to the VERACODE END USER ASSESSMENT AGREEMENT and you are affirmatively accepting such terms.
(i) uTest hereby disclaims any and all liability (a) relating to the performance of the Veracode Solution, and (b) for any claims, damages, or losses resulting from your use of the Veracode Solution. The terms and conditions of the End User License Agreement which you sign with Veracode for your use of the Veracode Solution shall govern all of your rights and obligations relating thereto; and
(ii) uTest hereby further disclaims any and all liability for any claims, damages or losses relating to or resulting from any penetration tests or simulated attacks performed by Veracode in connection with or as part of the Veracode Solution.
Veracode End User Assessment Agreement
IMPORANT READ CAREFULLY. THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN THE LICENSING LEGAL ENTITY IDENTIFIED ON YOUR SALES ORDER FORM ("CUSTOMER") AND VERACODE, INC. ("VERACODE") RELATING TO THE VERACODE SOLUTION SPECIFIED IN YOUR SALES ORDER FORM (THE "SOLUTION"). A SALES ORDER FORM MAY BE ENTERED INTO ELECTRONICALLY OR IN WRITING AND SHALL BE IN A FORM PROVIDED BY VERACODE OR ITS AUTHORIZED PARTNER (EACH AN "ORDER FORM"). YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT BY ACCESSING AND USING THE SOLUTION AND CLICKING THE "ACCEPT" BUTTON BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SOLUTION AND YOUR RIGHTS TO THE SOLUTION SHALL TERMINATE.
1. Definitions. The following terms shall have the meaning specified below: "Applications" shall mean supported software applications (including web enabled applications) as specified in the Solution description within a particular Order Form which, depending on the type of Solution purchased, shall be (i) Applications owned by Customer (provided that the application may contain third party software components licensed by Customer) ("Customer Applications") and/or (ii) Applications owned and developed by a Third Party and licensed by Customer for internal use or being evaluated by Customer for potential licensing ("Third Party Applications"). Applications shall exclude Mobile Applications unless the Order Form expressly states that it covers Mobile Applications. "Assessment" or "Assess" shall mean the analysis performed by Veracode on an Application as part of a Solution to produce Reports. "Licensed Entity" shall mean the specific business group, division, or entity authorized to use the Solution as specified in the Order Form. Unless otherwise stated on the Order Form, the Licensed Entity shall be Customer. "Mobile Applications" shall mean an Application (no more than 2MB in size) intended for execution on a mobile device/platform (such as Blackberry or Windows Mobile). "Reports" shall mean reports accessible through Veracode's Solution platform that provide findings of an Assessment either relating to (i) a Customer Application ("Customer Report(s)") or (ii) a Third Party Application ("Third Party Report(s)"). "Solution(s)" shall mean Veracode's security related solutions, as updated by Veracode from time to time in its sole discretion, as described in the Order Form. "Third Party" shall mean a third party software vendor that owns a Third Party Application which Customer requests Veracode to Assess as part of the Solution.
2. Solution License. Upon payment of the applicable fees, Veracode grants Customer a non-exclusive, non-transferable right and license, during the license term specified in the Order Form, to (i) access and use the Solution as described in the Order Form; and (ii) if so specified in the Order Form, access and use the Solution to have Applications Assessed and access Reports (or in the case of Third Party Applications, to permit such Third Parties to access and use the Solution to Assess Third Party Applications and access Third Party Reports on Customer's behalf), provided that the use of the Reports shall be subject to the terms of Section 4(c) below. Use of the Solution to perform Assessments shall be limited to Applications as such term is defined herein as further specified in the Order Form. Notwithstanding anything herein to the contrary, Customer's use of the Solution pursuant to a particular Order Form shall be limited to use by the Licensed Entity. For static Assessments, Customer shall be responsible for uploading to Veracode each Application to be Assessed including debug builds," in executable object code form, in accordance with Veracode's specifications; source code will not be provided. For dynamic Assessments, Customer will be responsible for identifying the required information to enable the Assessment. Except as provided herein, Customer shall not have the right to make the Solution available to, use the Solution on behalf of, or for the benefit of third parties. Customer shall not modify or attempt to derive the source code of the Solution. Except for the rights expressly licensed to Customer hereunder, Veracode and its licensors reserve and retain all right, title and interest to the Solution.
3. Intellectual Property and License Rights to Applications and Reports.
(a) Applications. Except as expressly licensed to Veracode hereunder, Customer, the Third Party or their licensors reserve and retain all right, title and interest to the Applications. Customer grants Veracode a worldwide, non-exclusive, right and license (i) during the term of this Agreement, to access, use, reproduce, and store the Applications solely for the purposes of performing the Assessment; (ii) during the term of this Agreement, create, reproduce, store, make available and transfer Reports as specified herein; and (iii) for a perpetual license period, solely for the purpose of creating generic statistical data relating to the Assessment, reproduce, store, publish, license and transmit the results of the Assessment in an aggregated form that does not reveal the identity of Customer or the Third Party or link the Customer's identity or the Third Party's identity to Applications (such as, for example, statistical data pertaining to a specific industry or application type).
(b) Third Party Applications. Customer understands and agrees that each Third Party which owns a Third Party Application which will be Assessed must execute (or accept by electronic means as a click-through) Veracode's Third Party Assessment Agreement . Veracode shall not have any obligation to provide the Solution with respect to any particular Third Party Application until such time as Veracode has an assessment agreement in place with the Third Party.
(c) Reports. For each Assessment, Veracode will create a Report containing information on flaw type, severity and remediation recommendations as follows: (i) Customer Reports. In the event that a Customer Application is Assessed, Customer will have access to a detailed Customer Report and, subject to Veracode's ownership of the underlying Report template, Customer will own all right, title and interest to the results of the Assessment contained in each Customer Report relating to a Customer Application. Veracode grants Customer a non-exclusive, non-transferable, worldwide license to access, use and reproduce the Report templates included in the Customer Report solely for Customer's internal business purposes. Customer shall have the right to disclose the Report template for the Customer Report in combination with the results of the Assessment for a Customer Application to third parties on a need to know basis subject to a confidentiality obligation at least as protective as the confidentiality obligations contained herein; and (ii) Third Party Reports. In the event that a Third Party Application is Assessed, Customer will have access to a summary version of the Third Party Report (containing high level information on number, type and severity of security related flaws with an overall security rating) and the Third Party will have access to a detailed Third Party Report relating to such Third Party Application. Customer understands and agrees that as between Customer and Veracode, Veracode shall own the results of the Assessment relating to the Third Party Application contained in each Third Party Report. Veracode grants Customer a non-exclusive, worldwide, non-transferable license to access, use and reproduce the summary version of the Third Party Report and the results of the Assessment contained herein which are made available to Customer by Veracode, solely for Customer's internal business purposes. The results of the Assessment contained in a Third Party Reports shall be considered to be the Confidential Information of the Third Party and shall be subject to the confidentiality obligations set forth herein.
4. Confidentiality. Each party shall retain in confidence, and not use, except for the purposes described in this Agreement, during and after the Term, the confidential information of the other party disclosed by the other party or made available in connection with this Agreement, whether disclosed in written, oral, electronic or visual form, which is identified as confidential at the time of disclosure, or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, and which expressly includes without limitation information regarding a party's business, operations, finances, technologies, products and services, pricing, personnel, customer and suppliers and (i) with regard to Customer, the Customer Applications, debug builds and information regarding the specific security vulnerabilities of the Customer Applications and the results of the Assessment contained in the Customer Reports relating to the Customer Applications, and (ii) with regard to Veracode, Veracode's Solution and Report templates (including pre-existing information contained therein) and any processes, methodologies, software, designs, user interface, technical information, know-how, product content relating thereto ("Confidential Information"). Except as authorized in this Agreement, neither party will disclose the Confidential Information of the other party to a third party other than to its or its affiliates' employees, agents, contractors and advisors having a need to know in connection with this Agreement and subject to a confidentiality undertaking, and each party shall be liable to the disclosing party for any violation of this Agreement by such persons. Confidential information shall not include information that is (a) is publicly known at the time of disclosure, (b) is lawfully received from a third party not bound in a confidential relationship with the other party, (c) is published or otherwise made known to the public by the other party, or (d) was generated independently without use of the other party's information. The receiving party may disclose Confidential Information to the extent such disclosure is required to be disclosed by law or pursuant to a court order provided that it provides the disclosing party with prior written notice.
5. Veracode's Limited Performance Warranty and Disclaimer. Veracode represents and warrants, during the Warranty Period, that the Solution provided to Customer will be performed as described herein, by qualified personnel in a professional manner. To assert a valid warranty claim, Customer must notify Veracode of a breach of the warranty within thirty (30) days following the date that the portion of the Solution (such as a particular Assessment or Report) giving rise to the claim was provided (the "Warranty Period"). If Customer provides Veracode with written notice of such a breach during the applicable Warranty Period, as Customer's sole and exclusive remedy and Veracode's sole and exclusive liability, Veracode shall endeavor to correct the breach within thirty (30) days of its receipt of such notice. EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, VERACODE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VERACODE DOES NOT GUARANTEE THAT IT WILL FIND ALL SECURITY VULNERABILITIES.
6. Customer's Representations and Warranties. Customer represents and warrants that it (i) owns the Customer Applications (except for any third party components contained therein which have been licensed by Customer and (ii) has the right, title and interest to grant the rights provided herein and perform its obligations hereunder including the right to submit and make available, or to have submitted or made available on its behalf, the Customer Applications for the purposes of allowing Veracode to provide the Solution and the Reports as described herein.
(a) Customer Indemnity. Customer shall indemnify, defend and hold Veracode, its directors, officers and employees harmless from and against any and all claims, suits, actual damages, costs and expenses, including reasonable attorneys' fees, brought against or suffered by Veracode based on Customer's breach of its warranty set forth in Section 6 hereof.
(b) Veracode Indemnity. Veracode shall defend, indemnify and hold harmless Customer and its officers, directors and employee from and against any and all claims, suits, actual damages, costs and expenses, including reasonable attorneys' fees, brought against or suffered by such Customer indemnified parties based on any third party claim that the Solution infringes or violates any U.S. patent or worldwide copyright or trade secret, provided that Veracode shall not be responsible for any claim to the extent arising from or relating to Customer's unauthorized use of the Solution or use of the Solution in combination with the Applications or any data not provided by Veracode. The rights and remedies set forth in this Section 7(b) state Veracode's exclusive liability and Customer's exclusive rights and remedies with regard to claims for intellectual property infringement.
(c) Indemnity Process. The indemnifying party shall conduct and control the defense and settlement of any such claim; provided that the indemnified party shall have the right to provide for its separate defense at its own expense. The indemnified party shall give prompt notice of any claim for which indemnity is sought and shall cooperate in defending against such claims at the indemnified party's expense.
8. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS HEREUNDER OR A VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, TO THE FULLEST EXTENT PERMISSABLE BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES HEREUNDER INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO SOFTWARE OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING OUT OF VERACODE'S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS HEREUNDER, VERACODE'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID FOR THE SOLUTION PURSUANT TO THE ORDER GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING CONTAINED HERIEN TO THE CONTRARY, VERACODE SHALL NOT HAVE ANY LIABILITY FOR DAMAGES ARISING OUT OF THE PENETRATION TESTS OR SIMULATED ATTACKS WHICH ARE PERFORMED BY VERACODE AS PART OF THE SOLUTION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
9. Use of Veracode Trademarks. Customer shall not have the right to use Veracode's name, logo, trademark or other proprietary marks in connection the results of the Assessment or otherwise, except as expressly authorized by Veracode in the Order Form or otherwise in writing. Any use of a Veracode trademark by Customer, as may be authorized by Veracode, shall be subject to Veracode's policies and procedures relating to such use as communicated by Veracode from time to time.
10. Term and Termination. This Agreement shall remain in effect unless or until terminated in accordance with the terms hereof and may not be terminated except as expressly set forth herein. All orders are final and non-cancelable. Either party may terminate (i) this Agreement, upon thirty (30) days prior written notice, for any reason in the event that no Order Form is in effect; or (ii) this Agreement and any affected Order Form, upon thirty (30) days prior written notice, for material breach of this Agreement if the other party has not cured such breach within the thirty (30) day notice period. Veracode shall only provide the Solution during the term specified in the Order Form. Upon termination or expiration of this Agreement, Customer shall no longer have the right to access or use the Solution and the license to the Solution shall cease. Except for the statistical data described in Section 3(a)(iii) above, Veracode shall destroy all copies of the Applications and all associated documentation and related materials upon the earlier of (i) thirty (30) days following any termination or expiration of this Agreement or (ii) immediately upon Customer's written request. Any provision of this Agreement which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration of this Agreement.
(a) Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of Massachusetts, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act ("UCITA") will not apply to this Agreement regardless of when and howsoever adopted, enacted and further amended under the governing state laws.
(b) Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstances beyond a party's reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, the party shall be excused from such performance to the extent necessary, provided the party shall use reasonable efforts to remove such causes of nonperformance.
(c) Assignment. Customer shall not assign this Agreement or any of its rights or obligations hereunder, in whole or in part, except with the prior written consent of Veracode, including, without limitation, by merger, sale of assets, change of control or by operation of law. The terms of this Agreement shall be binding upon the permitted successors and assigns of each party.
(d) Compliance with laws. Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement. Customer shall be responsible for obtaining any necessary export approvals in connection with its use of the Solution.
(e) General. The terms and conditions of this Agreement supersede all previous agreements, proposals or representations related to the subject matter hereof. . This Agreement shall govern with respect to your use, access and license of the Solution and all transactions relating to the Solution, whether such licenses are purchased directly from Veracode or indirectly through an authorized Veracode partner (including without limitation any follow-on purchases or renewals) and shall apply to all forms of purchases, whether submitted through electronic transmissions or otherwise, unless otherwise agreed by both parties in writing or unless the parties enter into a new on-line click-through agreement. The terms and conditions of this Agreement shall take precedence over any orders; provided, however, with respect to those items which this Agreement provides shall be specified in an Order Form, the Order Form shall take precedence over the terms and conditions of this Agreement. Any waiver, amendment, or modification of any right or remedy, in whole or in part under this Agreement, or any additional or different terms in purchase orders, acknowledgments or other documents other than the Order Form, will not be effective unless expressly agreed to in writing and signed by an authorized representative of both parties. Notices shall be submitted in writing to the address set forth in the Order Form.
III. PROVISIONS APPLICABLE TO TESTERS
By registering as a Tester, you confirm that you are at least 18 years of age. Additionally, you acknowledge and agree that you are an independent contractor and not an employee of uTest. As an independent contractor, you are not entitled to participate in any employee benefits provided from time to time by uTest to its employees. You are responsible for providing and maintaining all computer equipment and Internet connectivity necessary for the performance of your duties as a Tester. uTest is not obligated to provide any training, technical or administrative support or other assistance in connection with your duties as a Tester. uTest does not guarantee that you will be assigned to any minimum number of software testing projects/cycles. Likewise, you may, in your sole discretion, elect to accept or decline to participate in any software testing project to which uTest invites you. In the event that you accept a software testing project from uTest, you will be informed of the deadline for the completion of the project. You will be responsible for determining when and how to perform the necessary testing services in order to meet the specified deadline for the project.
You warrant and represent that you shall not, under any circumstances, copy or attempt to copy by any means, reverse engineer or attempt to reverse engineer, take screen shots or video captures of, or otherwise store any Applications or other Site Content. You agree not to disclose any such Application, or Site Content to other Users or any third-parties whether in person, through any digital media, blogs, news sources, social networks or any other form of communication. You agree not to duplicate, use, or distribute the Applications being tested to anyone else. Applications are provided on the uTest platform for the sole purpose of testing and reporting bugs and other Test Artifacts through such platform and any other use is strictly prohibited. YOU HEREBY AGREE INDEMNIFY AND HOLD HARMLESS UTEST AND ITS AFFILIATES FROM ANY AND ALL LOSSES, CLAIMS, DAMAGES, FEES, EXPENSES OR OTHER LIABILITIES ARISING FROM OR RELATING TO YOUR RELEASE OF INFORMATION IN VIOLATION OF THE FOREGOING AND FURTHER ACKNOWLEDGE AND AGREE THAT YOU SHALL BE INDIVIDUALLY LIABLE TO ANY COMPANY WHO'S INFORMATION YOU IMPROPERLY DISTRIBUTE.
Your status as a Tester does not preclude you from working as an independent contractor or employee of any other entity, unless you are a uTest Community Project Manager (CPM). If you are a uTest CPM, you shall not have an active account with another crowdsourced company involved in testing services. Additionally, you shall not work with another crowdsourced company involved with testing services within one year of ending your last uTest CPM assignment.You hereby represent and warrant to uTest that your provision of software testing services as a Tester will not violate any contract or agreement to which you are, or may become, bound, including, but not limited to, any employment agreement, services agreement, non-competition agreement or confidentiality agreement, whether or not reduced to writing.
You agree not to solicit (other than by general advertisement), or hire, any employee or subcontractor of uTest (including, without limitation, any Tester which performs testing services for uTest) either on behalf of Your Company, or on behalf of any other company during the term of this Agreement and for a period of one year thereafter.
PRIOR TO BEGINNING WORK ON ANY PARTICULAR TESTING PROJECT/CYCLE, YOU SHALL VERIFY AND CERTIFY TO UTEST THAT YOU DO NOT WORK FOR AND ARE NOT AFFILIATED WITH ANY COMPETITOR OF THE COMPANY WHO'S SOFTWARE YOU WILL EVALUATE.
You agree not to falsify the identity of yourself or any third-party. You agree to comply with all policies, rules and regulations promulgated by uTest from time to time. You agree and acknowledge that uTest shall not be liable for any damage caused to any computer hardware or technology environments by use of the uTest service or performance of testing services through uTest. You acknowledge that your access to the Site, the Site Content and your eligibility to participate in testing services as a Tester is strictly conditioned upon your acceptance of such disclaimer of liability.
You shall be entitled to receive payment solely for bugs and other Test Artifacts that you identify during your performance of testing services and that you report to, and that are approved by, the applicable Company. You shall not be entitled to receive payment based on the time you spend analyzing bugs or other Test Artifacts or otherwise performing testing services. Further, only the FIRST Tester to identify and post a bug or other Test Artifact to the Site, which bug or other Test Artifact is approved by the applicable Company, shall be entitled to payment for identifying such bug or other Test Artifact. Fees payable to Testers may vary from project to project and may be changed by uTest at any time. The current fee payable for the identification of approved bugs or reporting of other Test Artifacts with respect to each project shall be posted to the Site on the applicable project's page.
You are responsible for paying your own federal, state, local and other taxes on fees received from uTest and, unless uTest determines that it has withholding obligations with respect to payments to be made to you, it shall not withhold any taxes and shall have no liability related thereto. If you are a U.S. resident, uTest may require you to complete and submit a Form W-9 and any other documentation it requires in order to comply with its tax withholding obligations. You acknowledge that uTest may share a Tester's profile (excluding personal information), as completed by you, with Companies and other Testers. Testers may be entitled to a referral commission. The referral commission payable will be listed on the Referrals page if the Site and may be changed by uTest from time to time without prior notice. If the commission rate is changed, it will only affect referrals made after the revised commission is announced. You may not refer yourself, nor sign up for multiple accounts to collect referral fees. You may not partner with any other User to share or transfer the commission made from your own account. Violations of these terms may result in the termination of your access to the Site without any credit or payment by uTest. uTest reserves the right to delay or cancel the payment of referral commissions if it determines the referred user will not pay the fees they were charged.
Method of Payments to Testers
Payments to Testers by uTest shall be made one of two ways: 1) Testers with a PayPal account may register the account on the Site and payments will be made directly to the Tester's PayPal account on the 15th and last day of each calendar month. Should the 15th or last day of the month fall on a weekend, the payment will be made on the next business day; or 2) Testers may register for a debit card through Payoneer, Inc. ("Payoneer") and payments will be made by loading the Tester's debit card on the 15th and last day of each calendar month. Should the 15th or last day of the month fall on a weekend, the payment will be made on the next business day. All amounts are stated in and all payments will be made in U.S. dollars.
IT IS EACH TESTER'S RESPONSIBILITY TO EITHER REGISTER THE TESTER'S PAYPAL ACCOUNT WITH THE SITE OR REGISTER FOR A PAYONEER ACCOUNT. IF, WITHIN NINETY (90) DAYS AFTER THE END OF THE FIRST CALENDAR MONTH FOR WHICH A TESTER IS ENTITLED TO PAYMENT, THE TESTER HAS NOT REGISTERED THE TESTER'S PAYPAL ACCOUNT WITH UTEST OR REGISTERED FOR A PAYONEER ACCOUNT, THEN ANY RIGHT SUCH TESTER HAD TO RECEIVE SUCH AMOUNTS WILL BE AUTOMATICALLY FORFEITED.
It may take up to five (5) business days to load a Payoneer debit card. uTest shall pay the initial start-up fee for a Tester's Payoneer account and the monthly upload fee. There may be additional fees, however, charged against amounts payable to Testers, including, but not limited to, expedited load fees and lost or stolen card fees. If you elect to register for a debit card through Payoneer, the debit card agreement shall be solely between you and Payoneer and you agree and acknowledge that uTest shall not be deemed a party to, or liable for, any costs, damages, liabilities or expenses arising from or relating to such agreement. uTest reserves the right to suspend a withdrawal if the source of the funds used by uTest to fund the payment to the Tester is suspected to be fraudulent. Any funds received by uTest from an account determined to have made a fraudulent deposit (e.g. using a stolen credit card) will be reversed immediately. If in a fraudulent payment situation, a withdrawal has already been processed from your uTest account with respect to the funds in question, you will be expected to return the funds to your uTest account or face account termination and reporting by uTest to the appropriate authorities.
IV. OTHER GENERAL PROVISIONS APPLICABLE TO ALL USERS
Limitations on Communication between Users
Except for communications between Companies and Testers regarding projects for which the Testers are providing testing services to the Company, you are prohibited from making direct contact or engaging in any transaction, including commercial transactions, with other Users, whether through the Site or otherwise. Companies and Testers agree not to post their e-mail address, phone number, or any other method of contact outside of the Site or give any of the foregoing information to another User. Testers and Companies working together on a project shall be provided with all of one another's' necessary contact information.
Rights in Site Content
Unless otherwise indicated, the Site Content, including all images, illustrations, icons, designs and written and other materials that appear on the Site are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by uTest or its affiliates or are the property of their respective owners and are protected by U.S. and international copyright laws and conventions. Accessing the uTest.com web site does not authorize Users to use any name, logo, trademark or service mark in any manner.
Permission is granted to display, download and print in hard copy format other resources of the Site solely for the purpose of using the Site as an internal or personal business resource. None of the resources may be copied, reproduced, distributed, republished, downloaded, displayed, posted electronically or mechanically, transmitted, recorded, in any manner mirrored, photocopied or reproduced without the prior written permission of uTest or the applicable owner.
These terms and conditions shall be governed by, and interpreted in accordance with, the laws of Massachusetts. The courts of Massachusetts shall have exclusive jurisdiction and venue to resolve any disputes that may arise in which uTest is a party. Any disputes between Testers and Companies remain solely between such Companies and Testers. You acknowledge and agree that uTest will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other Users of the Site, you hereby release uTest from any and all claims, demands, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, relating thereto.
Social Network Integration
Transfer of Information
Digital Millennium Copyright Act
uTest complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Website you may contact our Designated Agent at the following address:
Roy Solomon, uTest, Inc. 100 Pennsylvania Ave., Suite 500, Framingham, MA 01701 United States of America Telephone: 508.480.9999 Email: firstname.lastname@example.org
Any notice alleging that materials on this website infringe intellectual property rights must include the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of the material that you claim is infringing and where it is located on the Website;
(d) Your address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.