Testimo Box


Thinkbox Limited                                
Date: October 2016
Version: 2.0

Terms and Conditions

 

Terms and conditions for Company Users

These user terms and conditions (the "User Terms") apply to any use of Thinkbox Limited’s websites (the "Website"), including, but not limited to, testimobox.com and testimobox.co.uk.

The Website is supplied by Thinkbox Limited (Registered in England & Wales 9202986) and in these User Terms, the words "we", "us" and "ours" refer to Thinkbox Limited.

These terms and conditions (the "Agreement") apply to companies' and other organisations' ("Company Users") use of Thinkbox Limited’s websites ("Testimobox") and the feedback & reviews collection service (the "Testimobox Service"), including, but not limited to, Company Users trial use of the Testimobox Service.

The Testimobox Service

1.1  Company Account

When the Company User signs up for the Testimobox Service, Thinkbox Limited will provide the Company User with an account on Testimobox (a "Company Account"). In the Company Account, a Company User will be able to view the services and features that are part of the Testimobox Service. Thinkbox Limited may at any time and without notice remove, change and alter the services and features made available to Company Users. Thinkbox Limited may offer Company Users additional services, features or free trials of various Testimobox services in addition to what is described in this Agreement and in a Company Account. If a Company User uses the additional services and features, free trials or any other service, such use will be governed by this Agreement and the Company User accepts to comply herewith when using these services, features, and free trials.

1.2  Free Trial

For a period of 30 days from signing up (the "Trial Period"), a Company User is offered free use of the features included Testimobox Service. If the Company User enables the Testimobox Service, the Company User can send out a maximum of 50 feedback request emails to its customers ("Customer(s)") via the Testimobox Service and invite Customers to submit feedback & reviews. Upon expiration of the Trial Period, Company Users will no longer be able to use the Testimobox Service. Company Users will, however, still have access to the Company Account and be able to review all feedback and reviews received in the trial period.

2  Data Protection, User Generated Content and Endorsements

2.1  Data Protection

Company Users agree to comply with its obligations as a data controller under EU Data Protection Directives, any other legislation and/or binding regulations implementing or made pursuant to this legislation ("Data Protection Requirements"). When using the Testimobox Service, the Company User is, in accordance with the data protection requirements, regarded as a data controller of the Customers personal data, which is provided to Thinkbox Limited when the Company User uses the Testimobox Service, and Thinkbox Limited is regarded as the data processor. This implies that Thinkbox Limited shall only act by instruction from the Company User in relation to the Companies data provided by the Company User to Thinkbox Limited. It is the sole responsibility of the Company User to provide such instructions to Thinkbox Limited. Thinkbox Limited shall take any necessary security measures to comply with the obligations of a data processor, including ensuring that the information is not (i) accidentally or unlawfully destroyed, (ii) lost, altered or damaged, (iii) disclosed to or accessed by any unauthorised person, (iv) misused, or (v) in other ways treated in violation of the Data Protection Requirements. On a Company Users request, Thinkbox Limited will, in line with and to the extent provided for in the Data Protection Requirements, supply the Company Users with sufficient information for the Company Users to ensure that the above-mentioned technical and organisational security measures have been taken. All Consumer data collected and processed after the Company Users sign up on the Testimobox website is processed by Thinkbox Limited as a data controller.

2.2  User Generated Content

Thinkbox Limited is not responsible and assumes no liability for Company Users and/or Customers conduct on the Testimobox website or the use of the Testimobox Service, including the content published by the Customer ("User Generated Content"). Thinkbox Limited does not and cannot control or monitor the User Generated Content and does not in any way endorse User Generated Content. Nor do the opinions expressed in the User Generated Content represent the opinions of Thinkbox Limited, its affiliates or any officers, directors, employees, contractors or shareholders of Thinkbox Limited and its affiliates.

2.3  No endorsement

The Agreement shall not be regarded as Thinkbox Limited’s approval, endorsement or recommendation of a Company Users products or services. Company Users may not market themselves or in any way give public declarations in conflict with the above.

3  Company Users Obligations

3.1  Compliance

Company Users are obligated to (i) comply with the Agreement and Guidelines in force at any time; and (ii) only use the Testimobox Service on the website(s) covered by the Agreement. A Company Users use of the Testimobox Service must comply with all applicable laws, rules and regulations at all times. A Company User warrants that its use of the Testimobox Service will in no way cause Thinkbox Limited to violate applicable law, rules or regulations or to violate the privacy rights of any third party.

3.2  Password

When a Company User signs up for a Company Account, a password for that account is created. This password may only be used by and for the Company User. Company Users are responsible for all use of the Testimobox Service occurring under the Company Account.

3.3  Usage of the Testimobox Service

3.3.1  If a Company User enables the Testimobox Service, the Company User shall provide Thinkbox Limited with the data necessary for Thinkbox Limited to create and send out email invitations to Customers. The data must be sent to Thinkbox Limited using the provided interfaces and must include name, company name and email address. The Company User warrants and represents that the Company User is entitled (including having obtained all necessary consents from the Customers) to allow Thinkbox Limited to process this data as required in order to deliver the Testimobox Service and that the use of such data by Thinkbox Limited to deliver the Testimobox Service shall not breach the Data Protection Requirements.

3.3.2  Through the Testimobox Service, the Company User will have access to email invitation templates. The Company User accepts and agrees that these templates are provided "as is", and if the Company User chooses to use any of these email invitation templates, including making any changes to them, it is the sole responsibility of Company User to ensure that the email invitation template meets all applicable legal and regulatory requirements. The Company User accepts and agrees never to delete or alter the text in the footer of the email invitation template.

3.3.3 The Company User acknowledges and agrees that the Company User, and not Thinkbox Limited, is and will be the sole or designated "sender" (as defined in the CAN-SPAM Act of 2003) of any and all email messages sent or caused to be sent by Thinkbox Limited to Customers via the Testimobox Service (each, an "Invitation Email").

3.3.4  Without limiting any other obligation of the Company Users contained in this Agreement, the Company User agrees to:

a)  Provide Thinkbox Limited with a "from" name that accurately identifies (by individual or company name) the person or company initiating the Invitation Email as the sender of such Invitation Email. The Company User shall notify Thinkbox Limited of any changes to the "from" name.

b)  Provide Testimobox with a valid, operational return email address that (I) is routinely monitored by the Company Users personnel, and (II) remains operational for the duration of the Agreement and (III) remains operational for as long as required by applicable laws, rules and regulations.

c)  If required in accordance with applicable laws, rules or regulations, ensure that all Invitation Emails contain an unsubscribe link and text that meets all applicable legal requirements, including the CAN-SPAM Act, so that it is possible for recipients to request not to receive future commercial email messages from the Company User (an "Opt-Out Request") and accommodate such requests in accordance with applicable laws.

d)  Accurately describe the subject matter of the Invitation Email within the "subject" header of the Invitation Email such that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.

3.3.5  The Invitation Email must include the Company Users valid, physical postal address as well as clear and conspicuous identification that the Invitation Email is an advertisement or solicitation if this is the case.

3.4  Inviting Customers to submit Feedback & Reviews

Company Users must, at all times, invite only genuine Customers, who have used the services or purchased products from the Company User, to submit feedback, reviews and testimonials using the Testimobox Service. The Company User may invite selected Customers to submit feedback, reviews and testimonials using the Testimobox Service. Thinkbox Limited reserves the right to carry out random checks of Company Users Customers email invitations to ensure that the Company User fulfils its obligations in this regard.

3.5  Installation and use of a Testimobox Widget

For the duration of this Agreement, Company Users are granted a license to install the Testimobox Widget display ratings, feedback, reviews and testimonials on the Company Users website.

On termination of this Agreement, Company Users must cease all use of the Testimobox Service and remove all Testimobox Widgets from the Company Users website.

4  Changes of the Agreement and Guidelines

4.1  Changes and amendments

Thinkbox Limited is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Thinkbox Limited on its websites from time to time. The latest applicable versions will be available on Thinkbox Limited’s websites.

4.2  Applicable version

Thinkbox Limited will give Company Users prior notice on its websites if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. Company Users agree that the continued use of the Testimobox Service after any posted modified versions of the Agreement or the Guidelines entails a Company Users acceptance hereof.

5  Acceptance, Term of the Agreement and Cost

5.1  Effective Date

The Agreement becomes binding and effective on the date ("Effective Date") that the Company User:

Clicks on the designated "Accept" button; or Otherwise confirms its acceptance in writing, e.g. by email, etc.

5.2  Duration

The Agreement remains in force in accordance with the term described in the Order Form. If an Order Form is not applicable, the Agreement remains in force until terminated by one of the parties, as set forth in section 6.

5.3 Remuneration

Use of the Testimobox Service under this Agreement is subject to payment of the monthly fee, in accordance with the selected price plan. The current plans and corresponding prices are as displayed on the Testimobox Website.

6  Termination

6.1  Termination by Customer

A Company User can discontinue its use of the Testimobox Service at any time. Moreover, a Company User has the option to close down its Company Account at any time. Closing of the Company Account will entail that the Testimobox Service will no longer be available to the Company User. Closing of the Company Account and discontinuation of the Testimobox Service can be done by contacting support@testimobox.com.

6.2  Termination by Thinkbox Limited

Thinkbox may, without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate a Company Users access to the Testimobox Service, terminate the Agreement, suspend or terminate the Company Account. Thinkbox Limited will notify the Company User of such termination or suspension.

6.3  Obligations upon termination

Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 12).

6.4  Discontinuation of use

In case of termination of the Agreement, no matter the cause, the Company User is obligated to cease any use of the Testimobox Service.

6.5  Testimonials will remain on the Testimobox websites

Termination of this Agreement, no matter the cause, will have no effect on testimonials posted on the Testimobox websites. Testimonials will remain on the Testimobox websites until removed by the respective customer or by Thinkbox Limited.

6.6  Injunctive relief

A Company Users unauthorised use of the Testimobox Service can be prohibited by an injunctive relief.

7  Indemnity

7.1  Indemnity

Company Users shall indemnify Thinkbox Limited against any loss, damage or penalties suffered or incurred by Thinkbox Limited as a result of any third party claim (including any claim or allegation by any governmental authority) that (i) the use of any content provided by the Company User (a) infringes the intellectual property rights of a third party and/or (b) violates applicable law or the Guidelines; (ii) Thinkbox Limited’s use of customer data in accordance with this Agreement is in breach of the Data Protection Requirements or any other applicable law related to data privacy; or (iii) any email message sent or caused to be sent by Thinkbox Limited on behalf Company Users violates any applicable law, rule or regulation, including without limitation CAN-SPAM. Company Users shall not bring any claim against Thinkbox Limited arising from or related to any User Generated Content, including without limitation any claim that the User Generated Content is defamatory, offensive or otherwise harmful. Company Users shall indemnify Thinkbox Limited against any loss or damage suffered or incurred by Thinkbox Limited as a result of any such claim, whether such claim is brought by a Company User, any of a Company Users affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or other associated third parties.

8  Limitation of Liability and Disclaimer

8.1  "Current Form"

The use of the Testimobox Service is the responsibility of the Company User. The Testimobox Service is supplied in its current form; it may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and Thinkbox Limited does not guarantee the general applicability or availability of the Testimobox Service.

8.2  Limitation of liability

A Company User is not entitled to claim damages (regardless of whether they are direct, indirect or consequential) for (i) any loss of profits, contracts, turnover, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, anticipated savings or revenue (ii) any loss or damage arising in connection with liabilities to third parties or (iii) any indirect or consequential loss or damage whatsoever.

8.3  No liability

Thinkbox Limited is not liable for a Company Users use of the Testimobox Service, including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) and breach of statutory duty arising from or in connection with the Agreement. Nothing in the Agreement excludes or limits either party's liability matters which cannot be excluded or limited under applicable law.

9  Assignment and Transfer

9.1  Company User

A Company User is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Thinkbox Limited.

9.2  Thinkbox Limited

Thinkbox Limited is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.

10  Intellectual Property Rights

10.1  Exclusive rights of Thinkbox Limited

The Testimobox Service, including any content on the Testimobox Website and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Thinkbox Limited and will be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. If a Company User provides feedback, ideas or suggestions regarding the Website or the services offered on the Website ("Feedback"), Thinkbox Limited is free to fully exploit such Feedback.

10.2  Thinkbox / Testimobox Designs

A Company User is only permitted to use Thinkbox / Testimobox logos, graphics and trademarks ("Thinkbox / Testimobox Designs") if such right has been granted to a Company User by Thinkbox Limited.

10.3  General reference to Company User

A Company User agrees that Thinkbox Limited may use a Company Users name and logo on Thinkbox Limited’s websites and as a part of a general list of Thinkbox Limited’s customers for use and reference in corporate, promotional and marketing material.

11  Confidentiality

11.1  Confidential information

The parties are mutually obliged not to reveal the content of the Agreement to any third parties and to keep confidential the terms of this Agreement (including any Order Form) and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.

11.2  Post termination confidentiality

The confidentiality statement also applies after the termination of the Agreement no matter the cause of the termination.

11.3  Compliant disclosure of confidential information

The foregoing confidentiality obligations will not apply to any information that the receiving party can reasonably document was already published or publicly known at the time of its disclosure unless the publication is due to a disregard of the confidentiality obligations set forth in the Agreement. Nothing in this Agreement hinders the disclosure of any information which is required by law to be disclosed or which a party is requested to disclose on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request. The foregoing confidentiality obligations will not hinder the disclosure of the information that Company User is or has been a customer of Thinkbox Limited on the Testimobox website. Furthermore, if a Company User is in material breach of the Agreement or the Guidelines and Thinkbox Limited thus terminates the Agreement, Thinkbox Limited is entitled to announce the termination of the Agreement.

12  Severability and Survival

12.1  Severability

The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and the Agreement.

12.2  Survival

The following sections will survive expiration or termination of this Agreement; sections 6, 7, 8, 10, 11, 12, 14 and any other section that is intended by its nature to survive expiration or termination.

13  Entire Agreement

13.1  The Agreement contains the entire agreement between a Company User and Thinkbox Limited regarding the use of the Testimobox Service and supersedes all prior agreements between the parties in relation to the same.

14  Applicable Law and Venue

14.1  The Agreement and any disputes relating to or accruing from the Agreement are and will be governed by English law.

 

 

Terms and conditions for Customer Users

These user terms and conditions (the "User Terms") apply to any use of Thinkbox Limited’s websites (the "Website"), including, but not limited to, testimobox.com and testimobox.co.uk.

The Website is supplied by Thinkbox Limited (Registered in England & Wales 9202986) and in these User Terms, the words "we", "us" and "ours" refer to Thinkbox Limited.

These User Terms are deemed to include all other operating rules, policies and guidelines that are referred to herein or that we may otherwise publish on our Website (as such, rules, policies and guidelines may be amended from time to time).

By using the Website, you accept to be subject to the User Terms. If you do not accept these User Terms, you are kindly requested not to use the Website any further. The registration as a user requires your express acceptance of these User Terms.

Testimobox Website

1 Customer User

1.1 A customer user is a user that has been invited to leave feedback, reviews or testimonials (hereinafter referred to as "Customer User") via the Testimobox Service.

2 User Generated Content from Customer Users

2.1 To the fullest extent permitted by law, the rights (including all intellectual property rights) in any feedback, reviews, testimonials, material, information, notifications, articles or other types of communication (hereinafter referred to as the "User-Generated Content" or "UGC") created on the Website by Customer Users are licensed to Thinkbox Limited for its non-exclusive use. The Customer User is not entitled to royalty payments or any other compensation or fee related to such UGC. We may freely use and transfer the UGC. Our non-exclusive access to freely use the UGC applies irrevocably without any time limitation and without territorial limitations.

2.2 Customer Users are liable for the UGC they publish on the Website.

2.3 Customer Users warrant that all UGC posted on the Website is correct and true (where they state facts) or genuinely held (where they state opinions).

2.4 UGC must relate to a company or an organisation from which the Customer User has purchased or can otherwise provide evidence of using the company's or organisation's products or services.

2.5 Customer Users must not publish UGC on the website which •is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libellous, defamatory, tortious, obscene, pornographic or profane, •has sexist, political or racial character, •violates other people's rights, including any intellectual property rights, •is offensive or in any way breaches any applicable local, national or international law or regulation, •violates these User Terms, •has a disloyal or unlawful purpose and/or content (or promotes unlawful purposes), •is technically harmful (including without limitation computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software, harmful data or conduct).

2.6 Contributors of UGC warrant in every context that the UGC is lawful and in compliance with the User Terms. If we receive notice or otherwise become aware that UGC violates current legislation and/or the User Terms, we may delete the UGC without any notice, and we - dependent on the character of the violation - may inform the violated party and/or the authorities of the violation. Our right to delete will not be conditioned on an explanation, although we will strive to inform the Customer User about the deletion and the reason hereof.

2.7 The Customer User hereby grants us the right to initiate and take any legal actions which we deem necessary in case of infringement of the Customer User's UGC.

2.8 The Customer User hereby indemnifies us for any claims which may be made against us as a consequence of the Customer User's violation of the User Terms or current legislation. The Customer User must indemnify and hold us harmless from and against any claim or loss due to third party claims against us resulting from the UGC of the Customer User.

2.9 We may at any time request information about the UGC from the Customer User, including documentation supporting the information included in the UGC. The Customer User must for example document that the UGC is based on an actual buying experience in an actual customer relation to the company to which the UGC relates.

General Terms

3 Rights

3.1 The content on the Website, including but not limited to the intellectual property rights, text, characteristics, graphics, icons, photos, calculations, references and software, is the property of Thinkbox Limited or a third party owner (other than the Customer User) and is protected by English Law. If you provide feedback, ideas or suggestions regarding the Website or the services offered on the Website, we are free to fully exploit such Feedback.

3.2 Unauthorised copying, distribution, presentation or other use of the Website or part hereof is a violation of the laws of England and Wales or legislation in any other jurisdiction, which may thus result in civil and criminal penalties.

3.3 To the fullest extent permitted by law, the rights to free use of the UGC are transferred to us irrevocably, without any time limitation and without territorial limitations, by submitting the UGC to us.

3.4 Downloading and other digital copying of the content on the Website or parts hereof are only permitted for personal non-commercial use unless otherwise agreed with us in writing or allowed under applicable mandatory law.

3.5 All company names, trademarks and other business characteristics on the Website are or will be the property of Thinkbox Limited or a third party (other than the Customer User) and must only be used for business purposes upon prior approval from us or the third party owner, respectively.

4 Personal data

4.1 We perform different types of processing of personal data in connection with the use of the Website. Our processing of personal data takes place under observance of our Privacy Policy.

By accepting these User Terms, you confirm to have read and accepted our Privacy Policy.

5 Disclaimer and indemnification

5.1 The Website, content and services offered on the Website are provided 'as is', and we make no warranties with respect to the content or accuracy of the UGC or the Website and shall not be held liable for our own or others' deletion or blockage of the UGC. We may, at any time at our own discretion and without any liability, delete any content on the Website. We expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

5.2 We shall not examine or monitor UGC which is published on the Website.

Notwithstanding the foregoing, we may at all times investigate and edit (including anonymising) UGC, e.g. if such actions are (i) prompted by third party requests, (ii) required under applicable law or (iii) necessary for the UGC's compliance with our User Guidelines.

 

5.3 We are not liable for the content of UGC. Our non-liability applies to any UGC, including UGC which has been edited by us (see 5.2). We are not liable for any links to third party websites in the UGC, including the content of the page to which the UGC links.

5.4 Feedback, reviews, testimonials, recommendations, comments, etc. of specific companies, services, e-businesses, etc. on the Website are only guidelines. We are in no case liable for the content of the Website. The use of the Website is in any respect the sole responsibility of the Customer Users. We are not liable for the availability of the Website.

5.5  We are in no case liable for damages for the use of the Website, including (i) loss of profits, contracts, turnover, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, anticipated savings or revenue (regardless of whether any of these are direct, indirect or consequential) (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential) or (iii) any indirect or consequential loss or damage whatsoever.

5.6 Nothing in the User Terms excludes or limits our liability for death or personal injury arising from negligence, nor liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

6 Other User Terms

6.1 We may at any time and without notice revise or change these User Terms or, in our own discretion and without notice, close, change or reorganise the Website. As a Customer User you accept to be covered by current User Terms the at all times. Any revision or change of the User Terms will be stated on the Website. We will furthermore strive to inform the Customer Users about the change of the User Terms. The Customer Users agree that the continued use of the Website after any posted modified version of the User Terms is an acceptance of the modified User Terms.

6.2 Should any of these User Terms be regarded as unlawful or without effect and therefore not to be enforced, this will not have any effect on the applicability and enforcement of the remaining part of the User Terms.

7 Term and termination

7.1 We may terminate your right to access and use the services offered on the Website at any time for any reason without liability. If we do so, or if you elect to delete your profile, any rights granted to you herein will immediately cease. Section 2-8 will survive any termination of the User Terms.

8  Applicable Law

8.1 The User Terms are subject to English law, and, unless otherwise stated, the general rules of English law apply in all relations between us and the Customer Users and the users of the Website.

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