Terms and Conditions for Testers

Van den Havestraat 6 A
6521 JS, Nijmegen
The Netherlands

E-mail: contact@mind-trace.com
Chamber of Commerce number: 74468669
VAT identification number: NL859913843B01

Last updated: April 29, 2019

Welcome to the Mind Trace Testers platform.

1. General

By registering for and using the Site, you certify that:

  1. You are at least 18 years old
  2. You have the authority to enter into this agreement
  3. You authorise the electronic transfer of funds to your bank account in accordance with section 4 of this Testers Agreement
  4. You agree to be bound by all Terms and Conditions of this agreement, including the Terms and Conditions of the Payment Service described in section 4 and all applicable policies, procedures and guidelines.

This Testers Agreement (the “Agreement”) is between you and Mind Trace (as defined below) and governs your and Mind Trace’s respective rights and obligations with respect to you providing Services (defined below) on or through the Site (as defined below).

For purposes of this Agreement (a) “Mind Trace”, “we”, “us” or “our” means Mind Trace, (b) “Site” means the Mind Trace web site located at mind-trace.com and all its subdomains, (c) “Services” means participation in online experiments provided on or through the Site, (d) “Tester” means you, if you use the Site to perform Services for Mind Trace.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the “Policies” which are hereby incorporated by this reference into, and made part of, this Agreement). Mind Trace reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, in its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies. Your continued use of the Site following Mind Trace’s posting of any changes will constitute your acceptance of such changes. If you do not agree to any changes to this agreement (including to any of the policies incorporated herein), do not continue to use the Site.

2. Registration

  1. When you register with the Site, you will be asked to provide us with, your first and last name, a valid email address, languages you are fluent in, your physical address, your bank account details for payment purposes. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.
  2. You may not register multiple times under the use of different names.
  3. Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password. You may not permit any other person to perform Services as Tester using your Mind Trace Account.

3. Mind Trace’s Role

  1. Mind Trace provides a platform for online experiments, which you the Tester can participate in.
  2. What type of information and data we collect as well as how we handle this information is summarised in our Privacy Policy.

4. Your Use of the Site as a Tester

  1. You may only register once with Mind Trace as a Tester.
  2. If the Services do not meet the Mind Trace’s reasonable satisfaction, Mind Trace may reject the Services.
  3. As a Tester, Mind Trace for whom you provide Services is your client, and as such, you agree that the work product of any Services you perform is deemed a “work made for hire” for the benefit of Mind Trace, and all ownership rights, including worldwide intellectual property rights, will vest with Mind Trace immediately upon your performance of the Service. To the extent any such rights do not vest in Mind Trace under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to Mind Trace.
  4. As a Tester you are performing Services for Mind Trace in your personal capacity as an independent contractor and not as an employee of Mind Trace. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will submit all work product through the Site only; (iii) you will provide Mind Trace for whom you perform Services with any information reasonably requested by Mind Trace in connection your performance of such Services; (iv) you are responsible for, and have and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between Testers and Mind Trace; (vi) you will not represent yourself as an employee or agent of Mind Trace; (vii) you will not be entitled to any of the benefits that Mind Trace may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; (viii) you are not eligible to recover worker’s compensation benefits in the event of injury.

5. Ownership, Proprietary Rights, IP

  1. All materials, content and trademarks viewed or interacted with during an experiment by a Tester through the Site are the property of that respective client of Mind Trace and/or its licensors and are protected by all relevant IP laws and other proprietary rights (including copyright, trademark, trade dress and patent laws) and any other applicable laws. You agree not to use, sell, license, distribute, copy, publish, stream, publicly perform or display, transmit, reformat, modify, edit, frame, translate, excerpt, adapt, create derivative works or otherwise make unauthorized use of the materials, content or trademarks viewed or interacted with during an experiment through the Site.

6. Information and Feedback

  1. You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies.
  2. You recognize and agree that Mind Trace will implement mechanisms allowing us to track your performance of Services and rate your performance as a Tester. You may not take any actions that may undermine the integrity of the feedback system.
  3. You agree that submission of any information, feedback, content, data or other materials (collectively, “Materials”) is at your own risk, and that Mind Trace has no obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to Mind Trace a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site.

7. Payment Service

  1. Mind Trace will process all payments made to Testers (the “Payment Service”). Payments made through the Payment Service may be disbursed only in accordance with the terms outlined below.

8. Disbursement of Funds to Testers

  1. When Testers register with the Site, a payment account, bank account details (“Payment Account”) will automatically be established in conjunction with their registration. Funds from the Payment Account are disbursed at the end of each month automatically to the bank account that has been provided by the tester upon registration in Euros. Testers may not share a bank account. We reserve the right to cancel your Payment Account for any reason.
  2. Potential bank transfer fees will be deducted from the transferred amount.
  3. If conversion of currencies take place, these may be subject to additional fees charged directly by our transactional partner and are not controllable by Mind Trace.

9. Restrictions and Limitations

  1. We reserve the right to terminate or suspend any Payment Account, or to delay the availability of disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Tester is in violation of this Agreement. We reserve the right to restrict the transfer to Testers of any amounts held in a Testers account for such time as we reasonable deem necessary to protect us or others: (a) if we are subject to financial risk, (b) if Tester has violated any term of this Agreement or the Policies, (c) if any dispute exists involving Testers’s Payment Account or involving the Services provided by Tester, or (d) in connection with fraudulent, abusive or unlawful activities as determined by us.

10. Liability

  1. We act only in the capacity of a payment processor in facilitating the transactions to testers, and are not otherwise involved in the actual transactions. We will only be responsible for initiating the transfers or disbursements at the direction of Testers. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to the following points:
  2. If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction
  3. If circumstances beyond our control (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions we have taken.
  4. If your transaction is intercepted by legal process or other encumbrances restricting transfer, or your participation in the Site has been terminated or suspended for security purposes
  5. If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized.
  6. If you have not provided us with correct, current and complete payment information.

11. Statements and Account Balances

  1. You may access your transaction information (your “Activity History”) online in the “Your Account,” and “View Transaction History” (or equivalent) areas of the Site. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on any amounts held in Payment Accounts. If no transfer, disbursement or other payment transaction occurs with respect to your Payment Account for at least six (6) months, consecutively, the balance in your Payment Account will be automatically converted into property of Mind Trace and the balance will be set to zero (0).

12. Transaction Errors

  1. If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.

13. Compliance with Laws

  1. Taxes. You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You also agree that Mind Trace is not obligated to determine whether taxes apply and is not responsible to collect, report, or remit any taxes arising from any transaction.
  2. Registrations. You agree that is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services (“Permits”). You also agree that Mind Trace is not obligated to determine whether any such permits apply to any transaction.
  3. The Site may be used only for lawful purposes and in a lawful manner. You may not use the Site in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
  4. Investigation. Mind Trace has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site. Mind Trace may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.

14. Use of data and communications

  1. Our Privacy Policy and this Agreement describe our collection, use, and disclosure of information associated with the Site, including how we handle personal information. In addition to the disclosures described in our Privacy Policy. “Tester Tax Information” means tax identification information of Testers, such as a Social Security Number. You hereby consent to our use and disclosure of Provider Tax Information and other data as described in our Privacy Policy.

15. Warranties

  1. The Site, the Payment Service and the Site Services are provided on an “as is” basis. Implied or express, with regard to accessibility, fitness, lawfulness, availability, or functionality of our website, software, the experiments, or any activities or items related to this agreement. To the maximum extent permitted by law, Mind trace disclaims all implied or express conditions, representations and warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Your sole and exclusive remedy against Mind Trace with respect to any defects, non-conformances, or dissatisfaction is to cease use of our website. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the website or Mind Trace software. Scheduled and unscheduled interruptions may occur, and we do not warrant uninterrupted availability of our website.

16. Indemnity and Defense

  1. You will indemnify and hold harmless Mind Trace from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.

17. Limitation of Liability

  1. To the fullest extent permitted by applicable law, Mind Trace will not be liable for any indirect, incidental, punitive or consequential damages arising out of or in connection with this agreement, the Site, the Payment Service, the Site Services, the inability to use the Site Services, or any services purchased or obtained or messages received or transactions entered into through the Site. To the fullest extent permitted by applicable law, in no event will Mind Trace’s aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby, whether in contract, tort (including negligence, product liability or other theory), warranty or otherwise, exceed the amount of fees earned by Mind Trace in connection with your performance of, Services during the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

18. Applicable law and disputes

  1. To all legal relationships to which Mind Trace is a party, only Dutch law applies, even if a contract is executed wholly or partly abroad, and/or if Testers concerned is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
  2. The judge or court in the location where Mind Trace is located shall have exclusive jurisdiction over disputes, unless Dutch law requires otherwise. Nevertheless Mind Trace is entitled to submit any dispute to the competent court according to law.
  3. Parties will first appeal to court only after tuning to the utmost to solve a dispute by mutual agreement.

19. Termination

  1. You may at any time elect to stop using the Site, provided that in discontinuing any Site activities, you must use Mind Trace’s standard functionality and further must abide by all applicable Mind Trace Policies, Procedures and Guidelines. Mind Trace, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.

20. General Provisions

  1. Entire Agreement. This Agreement and the general terms and conditions of the Site, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement including when submitted by you in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.
  2. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns.
  3. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
  4. No Waiver. We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. Mind Trace’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Mind Trace’s right to subsequently enforce such provision or any other provisions of this Agreement.
  5. Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.