Terms

RESEARCH PARTICIPANT TERMS AND CONDITIONS

Last updated April 18, 2018

Focus Roundtable LLC (“Focus Roundtable”) is a Pennsylvania limited liability company providing market research services. These Research Participant Terms and Conditions (this “Agreement”) are made between Focus Roundtable and any person participating in focus groups and other research-related projects (“you”) that Focus Roundtable performs for its clients (“Projects”). Focus Roundtable provides you with the opportunity to receive paid incentives for participating in Projects, in exchange for which you accept and agree to the terms of this Agreement. This Agreement governs your participation in Projects as well as your use of Focus Roundtable’s websites and mobile applications, including www.focusroundtable.com (collectively, the “Platform”). Your use of the Platform and/or participation in any Project constitutes your acceptance of this Agreement. Only individuals who accept the terms and conditions set forth herein will be permitted to participate in Projects. All information collected through the Platform is subject to Focus Roundtable’s Privacy Policy, which is incorporated herein by this reference. If you do not agree with any of the terms or conditions set forth herein, you may not use the Platform or participate in Projects. If you are under the age of 18, you may not use the Platform or participate in Projects without the express consent of a parent or legal guardian. The Platform is not intended for use by anyone under the age of 13.

Your Account

In order to participate in Projects, you must register by creating an account in the Platform. To do so, you must provide all required information in the account registration process, which includes personal information. You may only create one account in the Platform. You may not share your username or password with any third party. You agree to immediately notify Focus Roundtable of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or related the Platform. You acknowledge and agree that you are solely responsible for maintaining the confidentiality and security of your account information, and that you are not permitted to let anyone else use your account. You further acknowledge and agree that you will not reveal your account information to anyone else or use anyone else’s account information when accessing or using the Platform. By using the Platform, you agree to provide and maintain up-to-date and accurate account information.

Contacting You

Based on the information that you provide to Focus Roundtable, you may be contacted from time to time by email, telephone and/or text message by or on behalf of Focus Roundtable in connection with Projects. You hereby expressly consent to receiving emails, telephone calls and/or text messages (including, without limitation, calls or text messages made to a wireless telephone whether made with an automatic telephone dialing system or any pre-recorded messages) for such purposes.

Participation; Compensation

Your participation in Projects will vary depending on the needs, requirements and objectives of Focus Roundtable and its clients. You acknowledge and agree that registering for membership in the Platform does not guarantee that you will be selected and/or qualify for any Projects, and that Focus Roundtable has no obligation to invite you to participate in any Projects.

Your compensation for satisfactory participation in and completion of a Project will vary depending on various factors related to the nature of the specific Project. You acknowledge and agree that you may not receive any compensation for a Project if you fail to satisfactorily participate in and complete that Project as determined by Focus Roundtable in its sole discretion. You also acknowledge and agree that you will be solely responsible for the payment of any taxes arising from or related to payments that you receive from Focus Roundtable for participation in Projects. Focus Roundtable will provide an IRS Form 1099 to you if you receive $600.00 (or the then-current minimum amount established by the IRS for Form 1099 reporting) or more in payments from Focus Roundtable in a calendar year. You agree to promptly provide Focus Roundtable with all information reasonably requested by Focus Roundtable in connection with providing you with an IRS Form 1099 (e.g., social security number or other tax identification number), and you further agree that Focus Roundtable may withhold any payments to you until such time as you provide Focus Roundtable with such information. You acknowledge and agree that you are not an employee of Focus Roundtable.

Your Use of the Platform

The Platform is intended for your personal use only. You may not use the Platform for commercial purposes or in any way that is unlawful or harmful to anyone, as determined by Focus Roundtable in its sole discretion. You may not transmit any of the following in connection with your use of the Platform or participation in any Project: (a) violent, obscene, harassing, pornographic, abusive, defamatory, threatening, offensive or confidential information or materials; (b) information or materials that are illegal or promote, encourage or further illegal conduct; (c) information or materials that violate or infringe the rights of any third party or law; or (d) any information or materials that otherwise do not comply with this Agreement, as determined by Focus Roundtable in its sole discretion. Focus Roundtable may review your use of the Platform for compliance with this Agreement, however, Focus Roundtable has no obligation to do so. Focus Roundtable may delete or disable any content that it determines or suspects may violate the terms of this Agreement. You may not misrepresent your identity in the course of your use of the Platform or participation in any Project. Focus Roundtable reserves the right to modify the Platform, including any content therein, at any time with or without notice and in its sole discretion.

So long as you comply with the terms of this Agreement, Focus Roundtable grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform solely as necessary to be eligible to participate in Projects. You agree not to, directly or indirectly, reverse engineer or decompile the Platform or to attempt to do so. You agree not to, directly or indirectly, misuse the Platform, including, without limitation, taking any of the following actions in connection with the Platform or any related network or system: (a) breach or otherwise circumvent any security or authentication measures; (b) probe, scan or test vulnerability; (c) interfere with or disrupt any user, network or host (e.g., by sending a virus or other malware, flooding, spamming, overloading or mail-bombing); (d) send unsolicited communications, promotions or advertisements; (e) send altered, deceptive or false information (e.g., spoofing or phishing); (f) promote or advertise any products or services; (g) circumvent storage limits; or (h) share or sell access.

If the Platform contains links to other sites or resources provided by third parties, these links are provided for your convenience only. Focus Roundtable has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third party sites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

The owner of the Platform is based in the Commonwealth of Pennsylvania in the United States. The Platform is provided for use only by persons located in the United States. Focus Roundtable makes no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Focus Roundtable’s Property

The Platform contains proprietary information and material that is owned by Focus Roundtable. Such information and materials are protected by copyright, trademark and other laws. This Agreement does not grant you any right, title or interest in or to the Platform, any content therein or Focus Roundtable’s copyrights, trademarks, names, logos or other features. You agree that you will not use Focus Roundtable’s proprietary information or materials in any way other than in strict compliance with the terms of this Agreement. Focus Roundtable welcomes feedback and may use any comments or suggestions provided by you without any obligation whatsoever.

Disclaimer; Limitation of Liability; Indemnification

To the fullest extent permitted by law, Focus Roundtable makes no warranties, express or implied, about the Platform or Projects, which are provided “as is” and “as available”. Focus Roundtable hereby disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. Focus Roundtable does not represent, warrant or guarantee that your use of the Platform will be uninterrupted or error-free.

In no event will Focus Roundtable or its employees, officers, directors, service providers, clients, agents or representatives be liable for (a) any indirect, consequential, special, incidental, punitive or exemplary damages, or (b) any damages, liability or losses arising from or related to any loss of use or data or your use of or inability to use the Platform, regardless of legal theory (e.g., tort, contract, statutory, etc.) and regardless of whether Focus Roundtable has been advised of the possibility of such damages or such damages were reasonable foreseeable, and even if a remedy fails of its essential purpose. Focus Roundtable will use reasonable efforts to protect information and materials provided by you to Focus Roundtable, but you agree that the submission of such information is at your sole risk, and Focus Roundtable hereby disclaims any and all representations, warranties or guarantees to you for any loss or liability relating to such information or materials. Regardless of the foregoing, if Focus Roundtable is found to be liable, Focus Roundtable’s liability is hereby limited to the greater of an amount equal to (y) any unpaid amounts owed to you as compensation for Projects, or (z) $100.

You agree to indemnify, defend and hold Focus Roundtable and its employees, officers, directors, service providers, clients, agents and representatives harmless from any claim or demand, including reasonable legal fees, made by any third party arising from or related to your actual or alleged breach of this Agreement, your improper use of the Platform or your breach of any law or third party rights.

Arbitration

Focus Roundtable, in its sole discretion, may require you to submit any disputes arising from or related to the Platform, any Project or this Agreement to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Pennsylvania law and taking place in Philadelphia, Pennsylvania.

Termination

You may stop using the Platform at any time. You may terminate your account at any time by contacting Focus Roundtable at info@focusroundtable.com, however, it may take up to thirty (30) days for Focus Roundtable to process your request. Focus Roundtable reserves the right to immediately suspend or terminate your account and refuse any and all current or future use of the Platform or participation in Projects at any time for any reason or no reason and with or without notice.

Waiver and Severability; Entire Agreement; Assignment

No waiver by Focus Roundtable of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or waiver of any other term or condition, and any failure of Focus Roundtable to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provisions of this Agreement will continue in full force and effect.

This Agreement constitutes the sole and entire agreement between you and Focus Roundtable with respect to the Platform and any Projects and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect thereto.

You may not assign or otherwise transfer any of your rights or obligations under this Agreement, and any such attempt will be void.

Applicable Law; Jurisdiction; Limitation on Time to File a Claim

All matters relating to the Platform, any Project or this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). Any legal suit, action or proceeding arising from or related to the Platform, any Project or this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the City of Philadelphia and County of Philadelphia. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any cause of action or claim you may have arising from or related to the Platform, any Project or this Agreement must be commenced within one (1) year after the cause of action or claim accrues, otherwise, such cause of action or claim is permanently barred.

Modifications

Focus Roundtable may revise this Agreement from time to time and will post the most current version on its website. By continuing to use or access the Platform or participate Projects, you hereby agree to be bound by the revised Agreement.