Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY BEFORE USING TOLUNA’S SAMPLEXPRESS AS A CUSTOMER. YOUR REGISTRATION INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT USE TOLUNA’S SAMPLEXPRESS.

These Terms and Conditions constitute the entire agreement (the "Agreement") between you ("you" or "Customer") and Toluna SAS, 1 bis rue Collange 92300 Levallois-Perret - FRANCE ("Toluna") for the use of Toluna's quick sample provision service named SampleXpress (the "Service") accessible on its website www.sampleXpress.com www.sampleXpress.com or any of its local sub-websites (collectively, the "Website"). The Service is provided to you in accordance with this Agreement and any other applicable rules and policies set forth on the Website.

1. The Service

The Service allows you to create a request for respondents from Toluna’s SampleXpress, and obtain respondents to interview in your survey, hosted on your web servers, in the selected country you specify. You are solely responsible for all of the content of the survey you host. You are responsible for specifying in Toluna’s SampleXpress you create and post on the Website, including, but not limited to the creation, renewal, updating, deletion, control and all other aspects of any files, software, and scripts, survey questions and responses, information, messages or other materials communicated, submitted or transmitted by you to qualify Toluna respondents through the Service (collectively, the "Customer Content"). By using the Service, you grant Toluna the right to reproduce, publish, display and distribute your Toluna’s SampleXpress project’s input on the Website. You acknowledge and agree that Toluna does not warrant participation rates and that participation rates may vary drastically depending on content, placement and audience. Toluna shall bear no liability in the event that the participation is lower than requested, except that, if you prepay to receive results to your Toluna’s SampleXpress project from Panelists and the participation of Panelists is less than 50% of the number of respondents selected by you from the Toluna panel during the time frame specified in the applicable purchase order as specified on the Website, you may receive a credit to your account by emailing to sampleXpress-support@toluna.com. Once your Toluna’s SampleXpress has been posted on the Website, you will not be able to reduce the number of respondents requested nor cancel it. The results of your Toluna’s SampleXpress will be accessible directly on the Website. Results of sample send as requested by you through Toluna’s SampleXpress are stored on the Website and will remain accessible until you remove your account. Notwithstanding the foregoing, Toluna reserves the right to reject or remove any Toluna’s SampleXpress at any time, where it has reasonable ground to believe that the content submitted to Toluna’s SampleXpress does not comply with the terms of this Agreement or any applicable legislation or regulation, or after a period of two years after your Toluna’s SampleXpress project has been posted on the Website.

2. Client Registration and Account

For the purpose of using the Service, Toluna will register you, upon your request, on the Website and create an individual account including a login and a password. You warrant that all information you have provided for your account is current, complete and accurate. Registration data and other information about you are subject to Toluna's Privacy Policy available on the Website. You are solely responsible for the use of your login and password. You agree to keep your login information and password private and to notify Toluna at once of any unauthorized account activity you may be aware of. The Service is a single user service, multiple logins and passwords are not permitted. Toluna reserves the right to suspend or terminate your account or future use of the Service at any time, where it has reasonable ground to believe that your use of the Service does not comply with the terms of this Agreement or any applicable legislation or regulation, or that your identification data are not true or accurate or are being pirated. Toluna recommends that you keep track of your Toluna’s SampleXpress results and data as Toluna reserves the right to deactivate your account as outlined in this Agreement. Toluna is not responsible for the deletion of any data that is in your account. You acknowledge that you are responsible for your account and all activities occurring in connection with the use of your account, whether or not you have authorized such activities.

3. Payment

The price of the Service shall be the fee quoted on this website. All fees quoted exclude Value Added Tax, sales tax and/or any other required taxes or duties where applicable. The fee quoted on this website is invoiced at the completion of your project and you pay for your invoice, 30 days net, from Toluna. You acknowledge and agree that if your payment is not received within the timeframe determined, for any reason, Toluna may suspend or cancel your Subscription. You are responsible for all charges associated with your use of the Service as notified in your account and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. Toluna may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the then-current term of your Subscription. Toluna shall automatically renew your Subscription at the end of its term unless you cancel it prior to the end of the then-current Subscription. If you cancel a Subscription, the cancellation will become effective on the date that the then-current Subscription period expires.

4. Prohibited Uses

Customer hereby agrees not to access and/or use the Service: (i) to send any unsolicited email or any commercial message or invitation; (ii) to request, collect, store and/or disclose personally identifiable data from survey respondents or to violate any applicable privacy law; (iii) to communicate any message or material that is deemed harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically or otherwise objectionable, hateful, tortuous, libelous, defamatory, slanderous or otherwise unlawful; (iv) in a manner which infringes any patent, trademark, copyright or other intellectual property rights of any third party; (v) in a manner which violates any applicable laws, rules and regulations; or (vi) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Toluna is not responsible for any such content or communications, Toluna reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Toluna may become aware, at any time and without notice to Customer. Customer further acknowledges and agrees as follows:

1. Toluna does not control the Customer Content and makes no representation or warranty regarding its accuracy, integrity or quality.
2. Customer may not modify, edit, copy, reproduce, create derivative works of, enhance, reverse engineer, decompile, alter, duplicate or otherwise attempt to decipher any code in connection with the Service or any other aspect of Toluna's technology.
3. Customer shall not upload, post, email, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Service.
4. Customer shall not use Toluna’s SampleXpress to send surveys, polls, or other materials to individuals under the age of majority in his or her place of residence ("Minors"), or to harm Minors in any way, and shall not send surveys, polls, or other materials to Minors that would subject Toluna to any local or international law, rule or regulation (including industry regulations) governing children's privacy or otherwise related to protecting Minors. This includes, in particular, any research on sensitive issues such as sexuality, drug use, etc.
5. Customer shall not use or present the survey results from surveys using Toluna SampleXpress respondents in a misleading or illegal manner, or in any manner which would adversely impact upon the reputation or goodwill of Toluna, and Toluna reserves the right to publish a correction in the event of such use or presentation. Survey results cannot be used in connection with any dispute resolution, litigation, arbitration or other legal proceeding of any nature ("Litigation Purposes"). Customer must ensure that whenever the research findings are communicated to clients, customers, employees, survey respondents or otherwise published, Toluna is credited for all respondents as "research conducted using respondents from Toluna’s SampleXpress, powered by Toluna".
6. Customer may not assign, transfer resell, distribute or otherwise use the Service except as agreed herein.
7. Customer shall not access and/or useToluna’s SampleXpress in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Service or any networks or security systems of Toluna.

You acknowledge and agree that any violation of any of the foregoing will constitute a material breach of this Agreement. In such event, Toluna may, in addition to any and all applicable legal and equitable remedies against you, (i) disable your account and your access to the Website and the Service hereunder; and (ii) recover from you any losses damages, costs or expenses incurred by Toluna resulting from or arising out of your non-compliance. You further acknowledge and agree that Toluna may cooperate with any governmental authority in connection with any investigation into your use of Toluna’s SampleXpress, including use in contravention of applicable laws, and may, in accordance with applicable laws, disclose any Customer Content, and any other information pertaining to you or to your use of Toluna’s SampleXpress, to such governmental authority in connection with any such investigation.

5. Intellectual Property Rights

As between Customer and Toluna, Customer shall own all right, title and interest in and to any Customer Content. During the term of your Subscription, you grant to Toluna a limited, non-exclusive, royalty-free license to host the Customer Content solely for all reasonable and necessary purposes contemplated by this Agreement. This Agreement does not transfer or convey to Toluna or any third party any right, title or interest in or to the Customer Content or any associated intellectual property rights, but only a limited right of use revocable in accordance with this Agreement. Toluna, its affiliates and/or their licensors shall remain the sole and exclusive owners of all intellectual property rights, including without limitation all patents, trademarks, service marks, copyright, database, software, and know how in and to the Website, the Service and any content therein (the "Materials"). You will not acquire any right, title, or interest in or to the Materials except as expressly set forth in this Agreement. Toluna grants you a personal, non-exclusive, non-transferable and revocable right to use the Materials for the sole purpose of using the Service in accordance with the terms of this Agreement. The Materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Toluna or its licensors.

6. Term and Termination

This Agreement shall automatically become effective upon your first use of Toluna’s SampleXpress and shall continue until it is terminated in accordance with this Agreement. If you do not have a Subscription, you may terminate this Agreement by emailing Toluna at sampleXpress-support@toluna.com, and the Agreement will terminate immediately after Toluna has received said notice. If you do have a Subscription, you may cancel the Subscription and terminate this Agreement by written notice in the event Toluna materially breaches any of its obligations hereunder, and said breach is not cured within 60 days of Toluna's receipt of your notice of such breach. Toluna may terminate this Agreement and cancel any Subscription hereunder immediately by notice to you in the event that you breach any of your representations, warranties, covenants or obligations under this Agreement or contravene any applicable law. Upon any termination of the Agreement, your rights to use the Service shall cease immediately, your account will be deactivated and Toluna shall have no obligation to retain, forward or make available to you any Toluna’s SampleXpress responses or results. Upon a termination, all rights and duties of the parties toward each other shall cease except those intended to survive such termination (including, but not limited to, Sections7, 8, 9, 10, 11 and 12).

7. Indemnification

Customer shall, at its sole expense, indemnify, defend and hold Toluna, its affiliates and their respective officers, directors, employees and agents harmless from and against any loss, cost, damages, liability or expense arising out of or relating to: (i) Customer's use of the Service, including its reliance on any information or materials (including survey results or responses) obtained through the use of the Service; and/or (ii) Customer's breach of this Agreement.

8. DISCLAIMER OF WARRANTIES

TO THE FULL EXTENT PERMITTED BY LAW, TOLUNA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, AVAILABILITY, TIMELINESS, QUALITY, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE AND ACKNOWLEDGE THAT THE WEBSITE AND THE SERVICE ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," AND "WITH ALL FAULTS". OTHER THAN AS SPECIFICALLY SET FORTH HEREIN TOLUNA MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES TOLUNA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF THE SERVICE IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM TOLUNA OR THROUGH THE SERVICE 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 CUSTOMER.

9. LIMITATION ON LIABILITY

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TOLUNA BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT, THE WEBSITE OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT TOLUNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOLUNA'S LIABILITY HEREUNDER IS LIMITED TO $1,000 OR THE AMOUNT OF FEES PAID TO TOLUNA BY CUSTOMER HEREUNDER, WHICHEVER IS LESS. NO ACTION ARISING OUT OF THIS AGREEMENT (OTHER THAN AN ACTION BY TOLUNA FOR THE RECOVERY OF FEES OWED) MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

10. Confidentiality/Privacy

Toluna agrees not to publicly disclose your identity, your personal data or your use of the Service without your prior consent (electronic email or ticking of a box accepted), except to technical partners for the sole needs of furnishing the Service. Toluna shall, however, be permitted to display your corporate logo in its marketing materials. Unless expressly authorized by them, you will not be able to identify the panelists or other persons who answered to your Toluna’s SampleXpress and agree to respect their anonymity. Both parties agree to comply with Toluna's Privacy Policy available on the Website.

11. Applicable Law and Jurisdiction

English law shall govern this Agreement. Any dispute or claim arising out of or in connection with this Agreement shall be settled by the courts of England.

12. Additional Terms

1. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
2. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
3. Force Majeure. Neither party shall be deemed in default of the Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labor disputes, inability to provide raw materials, power or supplies or any other similar act or condition beyond the reasonable control of such party.
4. Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties hereto. The failure of either party to seek relief for the other party's breach of any duty under this Agreement shall not waive any right of the non-breaching party to seek relief for any subsequent breach.
5. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the others shall remain in full force and effect.
6. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
7. Neutral Construction. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a party or parties on the grounds that the party or parties drafted or was more responsible for drafting a provision(s).
8. Entire Agreement. Each party to this Agreement acknowledges that this Agreement constitutes the entire Agreement of the parties with regard to the subject matter addressed in this Agreement, that this Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement, and that this Agreement cannot be amended except by a writing signed by all parties hereto. Each party to this Agreement further acknowledges that no promises, representations, inducements, agreements, or warranties, other than those set forth herein, have been made to induce the execution of this Agreement by said party, and each party acknowledges that it has not executed this Agreement in reliance on any promise, representation, inducement or warranty not contained herein.
9. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.