Please read these Terms and Conditions, carefully before registering for a subscription for the Services offered on this website operated by PingPong UX Limited with its registered office at Belmont Place, Belmont Road, Maidenhead, United Kingdom, SL6 6TB, England, registered company number, 10551060, VAT number GB261287208.
In this Agreement, the following words shall have the following meanings:
means any and all information in whatsoever form relating to PingPong, You, Testers, Private Pool participants or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of PingPong or You (as the case may be) which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential;
means the data processing agreement of PingPong published at hellopingpong.com/legal/dpa as amended from time to time;
means the date on which payment for the Services is received;
means the fees payable for the Services included in each Order at the rates published at hellopingpong.com/pricing as amended from time to time;
means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
means the online order form completed by You, each time You order Services;
means PingPong UX Limited of Belmont Place, Belmont Road, Maidenhead, United Kingdom, SL6 6TB, England;
means Your own participants, sourced by You who are used in any session with the Services;
means the software applications services of PingPong described in section 2 of this Agreement, including any computer software programmes and, if appropriate, updates there to and any Private Pool services included in an Order;
means the period starting on the Effective Date until the Agreement is terminated in accordance with the rights of the parties set out in this Agreement;
means these terms and conditions of PingPong published at hellopingpong.com/legal/terms-for-researchers as amended from time to time;
means a user who has registered a tester account with PingPong in order to take part in research;
means the company or person who completes the Order;
means all data that You post, link, store, share and otherwise make available within or via the Services for the purpose of using the Services or facilitating Your use of the Services, including but not limited to, all information, text, graphics, videos or other material and Private Pool Participants.
PingPong operates a research platform which facilitates user interviews and user tests between you and Testers. The platform enables You to create new research with Testers by defining the length of a session, the number of Testers, the demographic settings and creating the screening survey. Based on Your settings the platform invites Testers from its pool to participate in Your sessions. Testers schedule sessions with You in order to carry out the interview or test. The sessions are provided via the platform where the Tester can share their screen, video camera and microphone. Sessions are automatically recorded on the platform and can be watched remotely by observers permitted by You. At the end of a session You can review the session and ask for a session to be transcribed.
3.1 Testers are private individuals who have signed up with PingPong to be Testers and indicated that they are willing to particulate in research. Testers are not PingPong’s employees, agents or representatives and PingPong shall have no liability to You whatsoever for the acts or omissions of Testers, including in particular any use of Your Confidential Information that you make available to them as a result of this Agreement.
3.2 Testers are automatically compensated by PingPong at the end of a session for taking part in a session with You.
3.3 You may only communicate with Testers via the Services, unless you have an existing relationship with the Tester prior to inviting them to participate in a session.
3.4 You undertake not to solicit or employ any Tester with whom you have had a session, within 12 months of the most recent session with such Tester. Any breach of this section shall be deemed a material breach of this Agreement and could also result in termination of Your account. You hereby permit PingPong to review communications made between You and any Tester to check compliance with this provision.
3.5 Where any Order includes any Private Pool services, in addition to using Testers, You may also include Private Pool Participants, specifically pre-selected by You in sessions. You shall be wholly responsible for the recruitment of all such Private Pool Participants used in any session and PingPong shall have no liability whatsoever for any transactions between You and such Private Pool Participants. The restrictions set out in section 3.4 above for Testers, shall not apply to Private Pool Participants.
4.1 Subject to Your payment of the Fees, You are granted a non-exclusive and non-transferable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information of PingPong) during the Term.
4.2 All Intellectual Property Rights and title to the Services (save to the extent incorporating any of Your Data or third party owned item) shall remain with PingPong and/or its licensors and no interest or ownership in the Services, the Intellectual Property Rights or otherwise is conveyed to You under this Agreement. No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to You. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that You have any right to obtain source code for the software comprised within the Services.
4.3 Unless otherwise permitted by applicable law, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited.
4.4 Unless otherwise specified in this Agreement, the Services are provided and may be used solely by You as part of Your website/desktop architecture. You may not: (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by PingPong; (ii) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.
4.5 You shall retain sole ownership of all rights, title and interest in and to Your Data and Your pre-existing Intellectual Property Rights. You grant PingPong a non-exclusive, licence to use Your Data and Intellectual Property Rights and any third party owned item from the Term to the extent required for the provision of the Services. PingPong is granted a perpetual, non-exclusive and non-transferable licence to view any research and video data contained or created by the Services (including any of Your associated software, Intellectual Property Rights and Confidential Information) for the purposes of complying with its obligations under this Agreement, for example for support, debugging or operational purposes.
4.6 You acknowledge and agree not to share any videos of sessions created via use of the Services publicly or for marketing purposes or any other purpose not specifically permitted by this Agreement. Videos may only be shared with Your own team and then only for the purpose of Your own internal market research or product/service improvement.
4.7 PingPong may take and maintain technical precautions to review Your use of the Services, in order to provide the Services to You, to evaluate its provision of the Services and to improve its service offerings.
5.1 Fees are based upon the number of sessions and their length.
5.2 The Fee is the price in force at the time you complete an Order. All Fees are exclusive of VAT.
6.1 Unless otherwise agreed in writing, PingPong shall invoice You in respect of the Fees and all Fees are payable by credit card at the time of making an Order.
6.2 All invoices are payable in full in the currency set out in the invoice together with any Value Added Tax (if applicable).
6.3 Once Pingpong receives payment of the Fees, You are issued with credits that apply to Your use of the Services. Such credits are valid for up to 1 year after the date of issue.
6.4 You undertake that all details provided for the purpose of obtaining the Services will be correct and that the credit card details used are Your own and that there are sufficient funds or credit facilities to cover the Fees.
7.1 You may cancel any scheduled sessions and will be credited with Fees paid for cancelled sessions unless: (i) You cancel a scheduled session within 24 hours before the session starts, then Your account will be credited with 50% of the Fees for each cancelled session; or (ii) where You cancel any session within 8 hours before the session starts, no credit for the Fees paid will be made to your Account.
7.2 Where a Tester does not attend a scheduled session for any reason, the Fees paid for the scheduled session will be credited in full to Your account.
7.3 If You (or Your moderator) fail to attend a session, no Fees relating to the session will be refunded or credited to You.
7.4 Where PingPong is unable to provide any Testers for your research request, You shall be refunded all Fees paid which remain unused on your account, provided that You request a refund within 30 days of being notified by PingPong that no participants have been found for Your research request.
8.1 You agree and acknowledge that Testers are neither employees nor agents of PingPong, but are independent third party service providers who use the platform to provide services to You by participating in sessions. All information or content provided by Testers via the Services is provided “as is”. PingPong provides no warranties in relation to such content or information and shall have no liability whatsoever to You for Your use or reliance upon such content or information of Testers nor for the acts or omissions of any Testers.
8.2 The Services allow You to post, link, store, share and otherwise make available Your Data in text, graphics, videos or other material and You warrant and represent that: (i) You shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data; (ii) You rightfully own all right, title and interest in and to Your Data and have the right to use Your Data and grant PingPong, its employees, agents and subcontractors the right to use Your Data for the purposes set out in this Agreement; (iii) any use of Your Data by PingPong, its employees, agents and subcontractors with or via the Services shall not breach any rights of a third party.
8.3 You warrant and represent that You shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement.
8.4 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet Your requirements or that the Services will operate uninterrupted or error free. This section shall survive the termination of this Agreement.
9.1 Where an Order includes Private Pool services the provisions set out in this section shall apply in addition to Private Pool services only.
9.2 You may use the Services to: (i) recruit Your own Private Pool Participants; (ii) run research with Private Pool Participants; (iii) create research, schedule, screen and run sessions with Private Pool Participants.
9.3 Only You may use Your own Private Pool Participants with the Services for Your own research. Private Pool Participants may only receive invitations to sessions from You if you created, built and recruited the Private Pool Participants.
9.4 PingPong will transfer user data of the Private Pool Participants to You in a structured way upon request.
9.5 PingPong is the data processor of the Private Pool and You are the owner of the Private Pool Participants data.
10.1 PingPong does not exclude or limit its liability to You for fraud, death or personal injury caused by any negligent act or omission or willful misconduct of PingPong in connection with the provision of the Services.
10.2 In no event shall PingPong be liable to You whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall for the purposes of this section mean: (i) pure economic loss; (ii) losses incurred by any client of You or other third party; (iii) loss of profits (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi) losses whether or not occurring in the normal course of business, wasted management or staff time.
10.3 PingPong shall not be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages.
10.4 Subject to sections 10.1 to 10.3 inclusive, the total liability of PingPong (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by You to PingPong during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.
10.5 PingPong shall not be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Testers or Private Pool Participants.
10.6 In no event shall You raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement. This section shall survive the termination of this Agreement.
10.7 You acknowledge and agree that in entering into this Agreement, You had recourse to Your own skill and judgement and have not relied on any representations made by PingPong, or any of its employees or agents.
11.1 You shall defend, indemnify and hold PingPong and its employees, suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal fees and expenses arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by You or Your users of any Intellectual Property Rights with respect to use of the Services outside the scope of this Agreement; (ii) any access to or use of the Services by Your users or a third party; and (iii) use by PingPong of Your Data or Private Pool Participant’s data in providing the Services; and (iv) breaches of data protection law or regulations or the terms of the DPA by You or Your users.
12.1 PingPong may immediately terminate this Agreement or the provision of any Services provided pursuant to this Agreement if: (i) You have used or permitted the use of the Services otherwise than in accordance with this Agreement; or (ii) PingPong is prohibited, under the laws of England or otherwise, from providing the Services.
12.2 Either party shall be entitled to terminate this Agreement on written notice to the other party if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; or (iii) is prevented by an event of force majeure from fulfilling its obligations for more than twenty eight (28) days.
12.3 Upon termination of this Agreement PingPong shall: (i) immediately cease providing the Services to You and all licences granted hereunder shall terminate. No Fees already paid shall be refunded; (ii) at Your option, following receipt of a request from You delete (in accordance with the terms of the DPA) or return all of Your Data stored in PingPong’s database in a machine readable format, free of charge, provided that such request is made within 30 days of termination. If You require any of Your Data to be returned in a different format PingPong reserves the right to charge for this additional service on a time and materials basis.
12.4 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
13.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
13.2 Either party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
13.3 Both parties agree to return (or destroy at the request of the disclosing party) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
13.4 The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the Effective Date of this Agreement, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
13.5 The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this section and without limitation, all information falling within the definition of Confidential Information as set out in this Agreement and any information which is supplied by the disclosing party to the receiving party pursuant to this Agreement or the negotiation thereof is: (i) Confidential Information the disclosure of which by the receiving party would be an actionable breach of confidence; or (ii) a trade secret of the disclosing party; and (iii) information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person.
14.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
14.2 To the extent that personal data is processed when You or Your users, use the Services, the parties acknowledge that PingPong is a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
14.3 If a third party alleges infringement of its data protection rights, PingPong shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
15.1 Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
15.2 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
15.3 No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however PingPong shall be entitled to assign the Agreement to any company in PingPong’s group of companies.
15.4 PingPong and You are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
15.5 Amendments to the Agreement, shall be in writing (which includes email) and all notices shall be sent via email. Notices shall be deemed to have been duly given if sent to PingPong at www.hellopingpong.com/legal and if sent to You to the email address linked to Your account. PingPong may change or modify the terms of this Agreement upon giving You 30 days notice. All changes shall be deemed to have been accepted by You unless You terminate the Agreement prior to the expiry of the 30 day period.
15.6 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
15.7 This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.