Terms of Service
“Pureprofile Business Account”
By using this Site, the services available at this Site, and any service, software, application, plug-in, component, functionality, or program created by Pureprofile (together, the “Service”), Client agrees to the following terms and conditions. These terms and conditions, along with any other policies or guidelines posted on this Site, and any written amendments approved by both parties, shall govern Client’s use of this Site and the Service, whether directly or through a third-party site.
Account Holder means Campaign respondents who are registered with http://www.pureprofile.com.
Administrator means a Business Contact with additional functionality and control over user settings in the Business Account.
Agreement means these terms and conditions together with any documents (whether on digital or other media) referred to herein.
App means one or more software programs, content and digital materials for specific use with the Site and forming part of the Service, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.
Business Account means a Pureprofile account registered through the Site for the Client.
Business Contact means a natural person who is registered with a Business Account.
Campaign means the Media Campaign, and/or the Research Campaign.
Client means the entity on whose behalf an individual has registered a Business Account and all natural persons authorized by the entity to use the Business Account. If an individual is accepting this agreement on behalf of their employer or another entity, the individual represents and warrants that they are authorized to enter into the Agreement on behalf of Client.
Client Data means data that is provided, generated, transmitted or displayed via the Service by Client or a Business Contact, including Personal Information relating to a Business Contact.
Confidential Information means all information:
- belonging to or held by a party (Disclosing Party);
- that is disclosed to, or becomes available to, or accessible by, the other party (Receiving Party), including by means of any briefing, discussion, negotiation, request, submission, document or other communication or activity, and including by provision of access to the place or electronic storage location where the information is stored;
- of whatever nature, including know-how, Intellectual Property, computer software, computer hardware, systems, methodologies, procedures, business plans and strategies, marketing plans, accounting or financial information, Account Holder information, customer information and the existence and terms of contractual relationships, including this Agreement; and
- in whatever medium, including documentary, verbal, pictorial and electronic forms, and includes any copy, facsimile, reproduction, derivation, modification, summary, application or other information or material incorporating any of the above information.
It does not include information that the Receiving Party is able to establish:
- is or has been legally known to, developed by, or acquired by, the Receiving Party, independently of this Agreement;
- is or becomes readily available in the public domain without breach of this Agreement; or
- would clearly be considered to be not of a confidential nature by a reasonable person possessing business acumen in the position of the Receiving Party. For the avoidance of any doubt, information marked as confidential, secret, private, sensitive, commercial in confidence or any other similar description will be considered to be of a confidential nature.
Media Campaign means marketing material provided by Client, including but not limited to advertisements, competitions, website visits and online games..
Payment Source means payment facilities that we make available from time to time such as credit card, debit card or PayPal.
Personal Information means ‘personal information’ or ‘personal data’ as defined by privacy and data protection legislation in the Client’s country of incorporation and/or residence. At a minimum, Personal Information shall mean information or an opinion, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Pureprofile means Pureprofile UK Ltd of 3rd Floor Regent Street, London W1B 3HH, United Kingdom (Company No. 04077299) if the Client is incorporated in or holds residency in the United Kingdom but otherwise shall mean Pureprofile Pty Ltd of 22/26A Lime Street, Sydney NSW 2000, Australia (ACN 093 819 713).
Research Campaign means a question or group of questions provided by Client.
Service means the services available at the Site and any service, software, application, plug-in, component, functionality or program created by Pureprofile.
Site means all web pages located at http://business.Pureprofile.com including all sub-domains and related sites of Pureprofile.
3. Using the Service
3.1. By registering a Business Account with Pureprofile, the individual registering the Business Account on behalf of the Client represents and warrants that he or she is authorized to create, access, use and/or administer the Business Account on behalf of the Client.
3.2. Pureprofile reserves the right to amend the features of the Service at any time (e.g. price, functionalities, available Apps and number of users per Business Account).
3.3. All Business Contacts within a Business Account must be registered using their work email address. Pureprofile will not accept Business Contacts that register using a free and publicly available email account (such as Gmail, Yahoo and Hotmail email accounts).
3.4. If Client shares and/or publishes content (including any Client Data) that it gains from its use of the Service, Client agrees that:
- it will not misrepresent the content;
- it will not share and/or publish the content in any way that would bring Pureprofile and its Service into disrepute;
- it will not share and/or publish the content on any media that:
- contains unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane, indecent information or material; or
- promote, provide or offer unsuitable or inappropriate products or services, including but not limited to gambling , adult services and erotic products;
- it will not share and/or publish the content by using Spam or Spamming techniques.
3.5. As part of providing the Service, Pureprofile may transfer store and process Client Data in any country in which Pureprofile or its agents maintain facilities. By using the Service Client consents to this transfer, processing and storage of Client Data.
4. Term and termination
4.1. This Agreement shall commence on the date that Client registers a Business Account and shall continue in force until the Business Account is closed.
4.2. An administrator of a Business Account may, with 30 days notice, close the Business Account.
4.3. Pureprofile reserves the right to terminate without notice the password, account or use of the Service and delete any data within the Service, in its sole discretion, without cause and/or without notice.
5. Payment and Fees
5.1. Client may make payment for all outstanding invoices in respect of the Service via the Business Account.by using an available Payment Source.
5.2. If Client makes payment using a Payment Source, Client represents and warrants that they are authorized to use that Payment Source.
5.3. If Client makes payment for the Services using a Payment Source, Client authorizes Pureprofile to:
- charge payment for the full amount of selected outstanding invoices to the Payment Source.
- seek pre-approval from the issuer of the Payment Source for the amount sought to be charged to the Payment Source.
- collect and store details of Client’s Payment Source and details of Client’s transaction history with Pureprofile (such details being deemed Client Data).
5.4. Pureprofile currently stores information relating to Client’s transaction history, including details of the last 4 (four) digits only of Client’s credit or debit card in respect of its Payment Source. All information relating to the Payment Source is passed on to a payment gateway that is processed by ANZ Limited and/or its associated entities. All transactions are conducted over a secure site using a public key certificate issued by Akamai Subordinate CA3. Client’s connection with Pureprofile is supported by 256 bit encryption over TLS 1.0 and SHA1 for message authentication and RSA key exchange.
5.5. If payment is made via a debit card, Client is responsible for any fees or penalties that they may incur in the case that payment results in any overdraft or other transaction liable to fees or penalties.
5.6. Pureprofile may take any and all reasonable steps to enforce recovery of any outstanding amounts owing in Client’s Business Account, including costs incurred in the recovery of any such outstanding amounts.
5.7. If Client has any difficulties in executing a payment transaction, including technical, economic or legal difficulties, Client must contact Pureprofile by written notice to its assigned account manager.
5.8. To the extent permitted by law, Client waives any claims against Pureprofile in relation to payment if they do not notify Pureprofile of their claim within 30 days of the claim arising.
5.9. Client will reimburse Pureprofile for any reversals, charge-backs, claims, penalties, fines, fees and any other liability that Pureprofile may incur that is caused by or arises as a result of payment that Client authorizes or accepts.
5.10. If payment that Client makes is disrupted by a technical failure, Client’s only remedy is to request that the payment be made at a later time.
5.11. If Client makes prepayment for a Campaign and Pureprofile is unable to deliver the Campaign in accordance with Client’s instructions, Pureprofile may refund to Client any prepaid amount of the prepaid Campaign at its discretion. Refunds will not be paid otherwise than in accordance with this clause.
6. Intellectual Property Rights
6.1. Except for the licenses granted herein, Client shall have no right, title or interest in or to the Service or any content. Client agrees that Pureprofile or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Service and content, including, without limitation, text, images, and other multimedia data.
6.2. All contents of Pureprofile’s Site and Service including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are: Copyright © Pureprofile, and/or the proprietary property of its suppliers, affiliates, or licensors. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web site or other networked computer environment) without the express prior written consent of Pureprofile and/or it suppliers, affiliates, or licensors. All rights reserved.
6.3. Pureprofile and the Pureprofile logo are including without limitation, either trademarks, service marks or registered trademarks of Pureprofile, and may not be copied, imitated, or used, in whole or in part, without Pureprofile’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
6.4. Pureprofile may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Service. Unless Pureprofile has granted Client licenses to its intellectual property in these terms and conditions, Pureprofile’s providing Client with such web pages does not give Client any license to Pureprofile’s intellectual property. Any rights not expressly granted herein are reserved.
6.5. Client agrees that Pureprofile may include Client’s name or logo in a list of Pureprofile customers, online or in promotional materials. Customer also agrees that Pureprofile may verbally reference Client as a customer of the Pureprofile products or services that are the subject of this Agreement.
6.6. Client acknowledges and agrees that:
- the panelists, the panels, the respondent communities, and all websites, platforms and networks used in connection with the Service, panels and/or respondent communities are and will remain the sole and exclusive property of Pureprofile and constitute Confidential Information; and
- in no event will Client receive or obtain any right, title and/or license in, and/or to the Confidential Information listed in clause 5.6(a).
7. Service Level Agreement
7.1. Pureprofile will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted by Pureprofile. All data stored as part of the Service is backed up on a regular basis. If Clients experience loss of data, Pureprofile will with reasonable effort attempt to restore data from the most recent working backup; provided, however, Pureprofile gives no warranties with respect to recovering or restoring any lost Client data.
8. No Warranties
Unless otherwise stated and to the extent permitted by law, the Service is provided on an ‘as is’ basis without any express or implied warranties or guarantees, 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, non-infringement and any implied warranties arising out of a course of performance, dealing or trade usage. Pureprofile makes no warranty that the Service will be uninterrupted, timely or error-free, nor does Pureprofile 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. Client understands and agrees that any material and/or data obtained through the use of the Service is done at the sole risk of Client and that Client will be solely responsible for any damage or loss that it incurs from Client’s reliance on such material and/or data.
9. Liability and Indemnity
9.1. Client agrees and accepts that Pureprofile, including its related bodies corporate, licensors, officers, directors and employees, are not liable for any loss or damage that results from Client’s use of the Service.
9.2. Client agrees to indemnify Pureprofile, its parents, subsidiaries, affiliated organisations and their directors, officers and employees, from any claim or demand, including reasonable legal fees, made by a third party, caused by or arising from
- Client’s use of the Service or
- Client’s breach of this Agreement.
10. Client warranties
10.1. Client hereby acknowledges and agrees to the following:
- Client shall not upload, post, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Service;
- Client shall not use or present the results of Campaigns in a misleading or illegal manner, or in any manner, which would adversely impact upon the reputation or goodwill of Pureprofile;
- Client shall at all times be compliant with any and all applicable laws relating to its use, collection and storage of Personal Information; and
- Client shall at all times be compliant with the terms of service of any third party applications where such applications are used in relation to the use, collection and/or storage of Personal Information.
11.1. Where a party (Receiving Party) comes into possession of Confidential Information relating to the other party (Disclosing Party), the Receiving Party must not, and must ensure that its related bodies corporate, associates, contractors, agents, advisers and employees do not do any of the following:
- disclose that Confidential Information to any third party without the prior written consent of the Disclosing Party, or unless required by law;
- use the Confidential Information except to the extent necessary for the purposes of this Agreement; and
- use the Confidential Information in any way or any time to the detriment of the Disclosing Party.
11.2. The Receiving Party must keep all Confidential Information in a secure manner (as appropriate having regard to the medium in which that Confidential Information is recorded, whether on paper, electronically or otherwise) to protect the Confidential Information from being accessed by unauthorised persons.
11.3. On written demand by the Disclosing Party, the Receiving Party must, within a reasonable time do either of the following (as directed by the Disclosing Party):
- return to the Disclosing Party all original documents and other materials relating to Confidential Information in the Receiving Party’s possession; or
- destroy all copies of any materials containing Confidential Information in the Receiving Party’s possession or control.
11.4. Each party acknowledges that unauthorised use or disclosure of the Confidential Information may cause the Disclosing Party damage that cannot be adequately compensated by damages. Accordingly, each party agrees that in addition to any other rights or remedies the Disclosing Party may have, the Disclosing Party has the right to seek and obtain immediate injunctive relief from any actual or threatened breaches of this clause 10by the Receiving Party.
11.5. The parties acknowledge that disclosure of any Confidential Information by the Disclosing Party to the Receiving Party constitutes adequate consideration for the obligations in this clause 10 undertaken by the Receiving Party under this Agreement.
12. Force Majeure
Notwithstanding any other provision of this Agreement, Pureprofile is not liable for any failure to fulfill any term of this Agreement where that fulfillment is delayed, prevented, restricted or interfered with for any reason outside that party’s reasonable control, including but not limited to, fire, storm, flood, earthquake, accident, war, terrorism, labour dispute or materials or labour shortage other than its own staff or staff under its control, law or regulation.
13. Modification of the Agreement
13.1. Pureprofile reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. Client must review this agreement on a regular basis to keep itself appraised of any changes. If Client does not agree to the revised terms and conditions, its sole recourse is to immediately stop all use of the Services. Client’s continued use of the Service following the posting of modifications will constitute its acceptance of the revised terms and conditions.
14.1. All amendments to this agreement must be in writing and signed by an authorised representative of Pureprofile and Client.
14.2. This Agreement, together with any amendments pursuant to clause 13.1 constitute the entire agreement by and between Pureprofile and Client with regard to the subject matter addressed in this Agreement and supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement.
14.3. All written notices communicated by mail, fax or email shall constitute written notice for the purpose of this Agreement.
14.4. Failure by Pureprofile to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights Pureprofile has under this contract.
14.5. Where the terms of this Agreement are at variance with the order or instruction from Client, this Agreement shall prevail.
14.6. If any provision of this contract shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
14.7. This Agreement is governed by the laws of:
- the State of New South Wales, Australia if Pureprofile Pty Ltd is a party to this Agreement;
- England and Wales if Pureprofile UK Ltd is a party to this Agreement
and each party submits to the non-exclusive jurisdiction of that State or country as the case may be.