LIVEPANEL Partners Terms and Conditions for Companies and Individuals

1. Definitions

“Company”
means any individual or organization (whether incorporated or not) which, for business purposes, creates a LCP (“LIVEPANEL Certified Partner”) Account.

“LCP”
means the LIVEPANEL Certified Partner Program.

“LCP Terms”
means these terms and conditions, which govern participation in the LIVEPANEL Certified Partner Program together with the Policies.

“Policies” means the following:

(a) Pricing of LIVEPANEL services:

(i) LIVEPANEL is free to set its own costs (“Cost”) for any surveys and services provided to Company.
(ii) Each survey, shall be considered a new project no matter who the “End User Client” (“EUC”) is, and it shall have its own costs to be afforded by Company. Once the cost is agreed between the parties, it shall remain that way for the period of 30 days.
(iii) After this period, LIVEPANEL is again free of creating a new quote, considering it as a new project with its own new costs.
(iv) If any modifications are done to the requirement, no matter how small, LIVEPANEL is free to modify the costs, which shall be approved or not by Company, resulting in the cancellation or not of the entire project.
(v) After a Cost is agreed between LIVEPANEL and Company, Company shall be free to set its own price to EUC (“Price”), as long as: 1. Price is not below the Cost agreed between LIVEANEL and Company, 2. Price is not 100% higher than Cost.

(b) EUC non-exclusivity:

(i) If Company sells a project to any given EUC, this doesn’t grant any exclusivity between Company and EUC.
(ii) Any other LCP shall pursue working with EUC.
(iii) LIVEPANEL works with intermediaries mostly. However, in case EUC contacts LIVEPANEL with intends of Requesting for a Proposal, LIVEPANEL shall contact EUC’s most recent LCP to notify of this situation, but LIVEPANEL reserves the right to send a Proposal if it desires to do so.

(c) White label:

(i) Company shall offer LIVEPANEL services as a white label, given this situation meets the terms of section 9 (Transparency Requirements).
(ii) Company is free to request LIVEPANEL for a meeting with EUC. LIVEPANEL shall do its best efforts to attend every one of these requests, but is not obliged to do so.

(d) Prohibited practices:

(i) Company shall avoid False, misleading, or unrealistic claims when it comes to LIVEPANEL services, company and intellectual property.
(ii) We want EUCs to make informed decisions about working with third-party partners, which means you need to be upfront and truthful when describing your company, your services, the costs associated with those services, and the results that advertisers can expect. Don’t make false, misleading, or unrealistic claims.
(iii) claiming false affiliation with LIVEPANEL.
(iv) guaranteeing surveys results of any kind.
(v) claiming that LIVEPANEL shall be available of reaching any kinds of targets or meeting any kinds of quotas and/or criteria.
(vi) claiming LIVEPANEL is to be blamed for undesired results from surveys.
(vii) making false statements about how LIVEPANEL Methodology works.
(viii) attempt to contact any LIVEPANEL panelists in any way and with any purpose is strictly prohibited.

(e) Forbidden surveys:

(i) Surveys regarding LIVEPANEL’s competitors.
(ii) Surveys that might enact or result in illegal activities for the panelists.
(iii) Surveys that might modify, change or damage LIVEPANEL’s panels and/or reputation.
(iv) Surveys regarding illegal or immoral activities.
(v) Surveys that include illegal or immoral photographs, videos, harsh language or any other kind of wordings that LIVEPANEL shall consider inadequate.
(vi) LIVEPANEL reserves its right to modify, pause or stop any survey, its questions and/or answers without Company’s consent, if any of the terms and conditions in this agreement are not met, without any compensation for Company.

2. LCP Status

There are no costs involved in becoming a LCP for Company.
To obtain status as a “LIVEPANEL Certified Partner Status” (“LCP Status”) Company must:

(a) Complete the step-by-step application found here;
(b) Meet the “Company Eligibility Criteria”, as assessed by LIVEPANEL;

“Company Eligibility Criteria” means the following:

(i) The company must be a legal entity with verifiable background data such as, physical address, phone number, valid email address.
(ii) The company must serve as an intermediary in market research projects between LIVEPANEL and a third party “End User Client” (“EUC”).
(iii) The company must provide an individual as a “Main Contact” (“MC”), including his/her contact details.
(iv) The MC must be a trained market research specialist who is also to be trained in certified as a “QUALIFIED INDIVIDUAL”.

(c) Not breach these LCP Terms.

Having LCP Status entitles Company to:

(d) Have a publicly accessible profile within the LCP Page which contains information about Company. Find an example here.
(f) Use the LCP logo set out here (“Badge”) in accordance with these LCP Terms;

3. Company LCP Account

To obtain a Company LCP Account, Company must provide the registration information requested by LIVEPANEL and keep it up to date.

4. Qualified Individuals

Company must assign AT LEAST one “LIVEPANEL Qualified Individuals” (“LQI”), to be trained in LIVEPANEL practices:

(i) Samples recruitment and samples composition.
(ii) Mobile research methodology.
(iii) Real Time Market Research.
(iv) Surveys structure, and questions time-lines.
(v) Business Intelligence Dashboards and results delivery.

A “Qualified Individual” means a person who passed LIVEPANEL trainings and continues to maintain its knowledge in accordance with LIVEPANEL’s requirements from time to time. There is no limit to the amount of LQI a LCP can have.
Company will ensure that these LCP Terms are brought to the attention of any Qualified Individual who it invites to access LCP Account.
Company will be liable for the acts and omissions, within the Company LCP Account, of all persons to whom it grants use of the benefits listed in these terms and conditions.

5. Profile Page

Unless Company opts out by notifying LIVEPANEL, Company authorizes LIVEPANEL to make and keep the Profile Page public.
Company authorizes LIVEPANEL to include in Company’s Profile Page:

(a) Information which Company has itself put into its Profile Page using the fill-in forms in the LCP Application procedure;
(b) How long Company has been a LCP in accordance with the Company Eligibility Criteria;
(c) Contact details for Company’s LQI.
(d) Company specialization in Market Research, Countries/Regions covered and where Company provides its services.
(e) The type of data set out here.

Once Company’s Profile Page is not public (either pursuant to LIVEPANEL withdrawing Company’s LCP Status in accordance with these LCP Terms, or because Company chooses itself to opt out of having its Profile Page public), then Company agrees to:

(a) delete and disable all links that it may have created to the Profile Page;
(b) stop using the Badge or making any suggestion of association with the LCP program.

6. LCP features

LIVEPANEL may make new features available to Company through the LCP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features. Beta features are provided “as is”.
LIVEPANEL may in its own discretion make free surveys available for members of LCP Program. Company agrees to use such free surveys at its own discretion and in accordance with the guidelines or terms specified by LIVEPANEL.

7. Use of Badge

LIVEPANEL grants Company a non-exclusive, non-transferable and non-sublicenseable license to use the Badge on Company’s website and in Company’s marketing materials subject to compliance with LIVEPANEL’s brand use guidelines which may be updated by LIVEPANEL from time to time. (“Brand Guidelines”).
Company can use the Badge from the day Company meets the Company Eligibility Criteria and has to stop immediately if (a) LIVEPANEL withdraws Company’s LCP Status, (b) Company’s Profile Page ceases to be published by LIVEPANEL, or (c) Company enters into an agreement with LIVEPANEL which is incompatible with these LCP Terms or which explicitly supersedes these LCP Terms.
All goodwill arising from the use by Company of the Badge shall belong to LIVEPANEL.

8. Prohibited Practices

Company agrees to fully comply with the Policies and shall not engage in any practices or behaviour prohibited by such Policies (“Prohibited Activity”), including, without limitation:

(a) engaging in unclear, deceptive, or harassing sales practices;
(b) misrepresenting Company’s relationship with LIVEPANEL;
(c) making improper guarantees to clients about LIVEPANEL; or
(d) improperly using LIVEPANEL marketing or sales material,
in each case, as more particularly described in the Third Party Policy.

If LIVEPANEL considers that Company has engaged in Prohibited Practices, LIVEPANEL may in addition to any other rights or remedies set out in these LCP Terms, replace Company’s Profile Page with a page stating that Company has violated the LCP guidelines.

9. Transparency, White Label and Results

Where Company sells LIVEPANEL, it can do so as a white label service. However, Company is obliged to let “End User Client” (“EUC”) that a Methodology called LIVEPANEL shall be used. Company is authorized to upload survey’s results to its own software to analyze data only if this doesn’t develop into results modifications. Company must provide each EUC with the results of the surveys, without any kind of tampering of the results. Raw data in SPSS or csv formats can be provided to Company and/or EUC at their own request. Company is authorized to combine survey’s results, with other sets of data, only if this doesn’t modify LIVEPANEL’s results of the survey.

Where EUC has questions about LCP Program and or LIVEPANEL’s Methodology, Company is obliged to explain the program and methodology ‘as is’. Not doing so, or doing so falsely or wrongly, will result in withdrawal of LCP Status.

10. Withdrawal of LCP Status

If Company

(a) Opts out of having its Profile Page public; or
(b) Stops fulfilling the Company Eligibility Criteria; or
(c) Breaches any of the terms of section 6 (Use of Badge); or
(d) Engages in any Misleading or Bad Practices; or
(e) Breaches any of the terms of section 9 (Transparency Requirements); or
(f) Otherwise breaches these LCP Terms, (“LCP Terms”);

then LIVEPANEL reserves the right on notice (including by email) to withdraw Company’s LCP Status.

If Company’s LCP Status is withdrawn:

(i) LIVEPANEL may withdraw any of the benefits set out in these LCP Terms, for example it may:

• stop making Company’s Profile Page public;
• block Company’s access to the LCP Application;
• exclude Company from any LCP related product which lists LIVEPANEL Certified Partners;

(ii) Company shall immediately:

• Stop using the Badge (which includes deleting the Badge from all on-line sources and withdrawing collateral which includes the Badge);
• Stop describing itself, verbally or in writing, as a LIVEPANEL Certified Partner;
• Delete and disable any links which it may have created to the Profile Page.

If Company stops fulfilling the Company Eligibility Criteria, LIVEPANEL may in its sole discretion decide to give Company a 30 day grace period before withdrawing Company’s LCP Status.

11. Exclusion of warranties

To the fullest extent permitted by law, LIVEPANEL makes no express warranties or representations with respect to LCP. In particular, LIVEPANEL does not represent or warrant to Company that its use of LIVEPANEL services related to LCP will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.

12. Limitations of liability

(a) Nothing in the LCP Terms shall exclude or limit LIVEPANEL’s liability for losses which may not be lawfully excluded or limited by applicable law.
(b) Subject to overall provision in section 12 (a) above, LIVEPANEL shall not be liable to Company for:

(i) any indirect or consequential losses which may be incurred by Company. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by Company;
(ii) any loss or damage which may be incurred by Company as a result of:

(1) Any change which LIVEPANEL may make to LCP or features made accessible to Company through LCP, or for any permanent or temporary cessation in the provision of either free surveys or free trainings provided by the LCP Program;
(2) Company’s failure to provide LIVEPANEL with accurate information;
(3) Any fraudulent use of LCP by Company.

13. MISCELLANEOUS

(a) Governing Law and Jurisdiction; Injunctive Relief. The LCP Terms, and Company’s relationship with LIVEPANEL under the LCP Terms, will be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws provisions. Company and LIVEPANEL agree to submit to the exclusive jurisdiction of the courts located in Delaware, USA, to resolve any legal matter arising from the LCP Terms. Notwithstanding this, Company agrees that LIVEPANEL will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These LCP Terms may be modified by LIVEPANEL at any time to reflect changes in how LIVEPANEL makes LCP generally commercially available. The parties agree that such modification shall be binding on both parties if made by LIVEPANEL in writing (including by LIVEPANEL sending an e-mail or by LIVEPANEL posting a message on a webpage accessible from Company’s LCP Account). Company’s continued participation in LCP after such a modification shall indicate Company’s acceptance of the modification. LIVEPANEL may in its sole discretion disable or delete LCP or any account within it.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the LCP Terms shall not affect or impact the continuation in force of the remainder of the LCP Terms.
(e) Company agrees to comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
(f) Any translation of the English language, Delaware law LCP Terms (the “Original Terms”) is provided for convenience only and Company agrees that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.

LIVEPANEL Certified Partners Program Terms and Conditions for Individuals

1. Definitions

“LIVEPANEL Trainings”
means any of the various trainings provided by LIVEPANEL which lead to the participation in the LCP.

“LQI Terms”
means these terms which govern an individual’s participation in LCP.

“Individual” or “You”
means any person who sets up and maintains an Individual Account.

2. LQI Status

To have access to protected areas within the LIVEPANEL Partners Program (“LCP”) website, files and resources, (“LCP Application”), You must first submit your application in the LCP (“Individual Account”).
To obtain status as an “Qualified Individual” person within LCP, (“LQI Status”) — rather than just access to the LCP Application – You must:

(a) Apply as an individual for Yourself or within a Company member of LCP; and
(b) Meet the “QI Criteria” as assessed by LIVEPANEL. The criteria, which include taking LIVEPANEL Training(s), are set via email or such other URL as made available to You by LIVEPANEL from time to time); and
(c) Not breach these LQI Terms.
Having LQI Status entitles You to:
(d) (provided this functionality is enabled by LIVEPANEL as part of LCP) have a publicly accessible page within the LCP Contacts Page which contains Your qualification status and LIVEPANEL Trainings passed, as well as information provided by You in the LCP Application Procedures;
(e) Advertise the fact that You are “Individually Qualified” in the LIVEPANEL Methodologies and Services which You qualified in;
(f) Publish on Your website or other marketing collateral any certificate which LIVEPANEL may have presented to You when You passed Your LIVEPANEL Trainings;
(g) Include in Your website a link to Your LCP Profile Page (provided Profile Pages are offered by LIVEPANEL as part of LCP),
in addition to having access to protected areas, files and resources within the LCP Application.

3. Individual Account

To obtain an Individual Account, You must provide the registration information requested by LIVEPANEL and keep it up to date.
On obtaining an Individual Account, LIVEPANEL will grant You an identification number (“Candidate ID”). You will need the Candidate Number to enter any LIVEPANEL Training. You agree to keep Your Candidate ID confidential.

4. Profile Page

Unless You opt out using any opt out facility provided by LIVEPANEL, You authorize LIVEPANEL to make a Profile Page for You and to keep Your Profile Page public. LIVEPANEL is not obliged to keep your Profile Page public.

5. LQI features

LIVEPANEL may make new features available to You through the LCP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features relating to LCP. Beta features are provided “as is”.

6. LIVEPANEL brand features

Having LQI Status does not entitle you to use any of LIVEPANEL’s trade names, trademarks, logos and other distinctive brand features (“LIVEPANEL Brand Features”) or to use any logos on any certificate which LIVEPANEL may give you in relation to your LIVEPANEL Trainings. However, if You have LQI Status, You are entitled to:

(a) Carry out the activities set out at d, e, f and g in section 2 above;
(b) Use any certificates or logos that LIVEPANEL may indicate You can use from time to time, provided You use them in accordance with LIVEPANEL’s related use guidelines.
(c) Use of LIVEPANEL’s Badge in personal, professional websites as long as they are owned and controlled by You, and in social networks profiles as long as they are Your own.

7. Withdrawal of LQI Status

LIVEPANEL reserves the right to withdraw Your LQI Status at any time. Your LQI Status may be withdrawn at LIVEPANEL’s sole discretion for reasons which may include the fact that You:

(a) Opt out of having Your Profile Page public; or
(b) Stop fulfilling the QI Criteria; or
(c) Interact fraudulently with LQI, including by asking any third party to take a LIVEPANEL Training using Your Candidate ID; or
(d) Allow Your LIVEPANEL Trainings to expire without renewing them in the manner specified by LIVEPANEL from time to time; or
(e) Breach these LQI Terms.

If Your LQI Status is withdrawn:

(i) LIVEPANEL may withdraw any of the benefits set out in these LQI Terms, for example it may:

• stop making Your Profile Page public;
• block Your access to the LCP Application;
• exclude You from any LCP related product which lists LIVEPANEL Qualified Individuals (if any);

(ii) You shall immediately stop the activities set out at d, e, f and g in section 2 above;

If You stop fulfilling the QI Criteria, LIVEPANEL may in its sole discretion decide to give You a 30 day grace period before withdrawing Your LQI Status.

8. Association with a company

Companies with a LCP account may from time to time invite You to be associated with their LCP account (“Inviting Company”). If You accept Inviting Company’s invitation You agree to:

(i) Inform Inviting Company in the event that You lose any qualification you obtained by taking a LIVEPANEL Training, if that LIVEPANEL Training is associated with Your Individual Account;
(ii) Have Your Profile Page (if one exists) associated with the LCP profile of the Inviting Company;
(iii) Allow LIVEPANEL to include in Your Profile Page (if any) the status of any Inviting Company whose invite You accept;
(iv) Allow LIVEPANEL to share with the Inviting Company information regarding any qualification, trainings and expertise, You obtain or have obtained by taking LIVEPANEL Trainings, if that LIVEPANEL Training is associated with Your Individual Account;

(v) Read and act in compliance with the terms and conditions which Inviting Company accepted when they signed up for a Company account in LCP (“LCP Terms”);
(vi) Keep confidential any information which You learn about Inviting Company or its clients through Your association with them through LCP (unless otherwise agreed between You and Inviting Company).

9. Exclusion of warranties

To the fullest extent permitted by law, LIVEPANEL makes no express warranties or representations with respect to LQI. In particular, LIVEPANEL does not represent or warrant to You that Your use of LIVEPANEL services related to LQI will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.

10. Limitations of liability

(a) Nothing in the LQI Terms shall exclude or limit LIVEPANEL’s liability for losses which may not be lawfully excluded or limited by applicable law.
(b) Subject to overall provision in section 10 (a) above, LIVEPANEL shall not be liable to You for:

(i) any indirect or consequential losses which may be incurred by You. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by You;
(ii) any loss or damage which may be incurred by You as a result of:

(1) Any change which LIVEPANEL may make to LQI or features made accessible to Company through LQI, or for any permanent or temporary cessation in the provision of either free surveys or free trainings provided by the LCP Program;
(2) Your failure to provide LIVEPANEL with accurate information;
(3) Any fraudulent use of LQI by You.

11. MISCELLANEOUS

(a) Governing Law and Jurisdiction; Injunctive Relief. The LQI Terms, and Your relationship with LIVEPANEL under the LQI Terms, will be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws provisions. You and LIVEPANEL agree to submit to the exclusive jurisdiction of the courts located in the state of Delaware, USA, to resolve any legal matter arising from the LQI Terms. Notwithstanding this, You agree that LIVEPANEL will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These LQI Terms may be modified by LIVEPANEL at any time to reflect changes in how LIVEPANEL makes LQI generally commercially available. The parties agree that such modification shall be binding on both parties if made by LIVEPANEL in writing (including by LIVEPANEL sending an e-mail or by LIVEPANEL posting a message on a webpage accessible from Your Individual LQI Account). Your continued participation in LQI after such a modification shall indicate Your acceptance of the modification. LIVEPANEL may in its sole discretion disable or delete LCP or LQI or any account within either program.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the LQI Terms shall not affect or impact the continuation in force of the remainder of the LQI Terms.
(e) Residents and nationals of Iran, Syria, Cuba, Sudan, North Korea and Myanmar (Burma), and other persons and entities restricted by U.S. export controls and sanctions programs are not eligible to participate.
(f) Any translation of the English language, Californian law LQI Terms (the “Original Terms”) is provided for convenience only and You agree that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.