Terms of Service

Introduction

By using www.batterii.com (the “Website”), you are agreeing to be bound by the following terms and conditions (the "Terms of Service") that govern your access to and use of the Website and the content, functionality, and services provided to you through it (collectively with the Website, the "Service"), whether as a guest or a registered user. Please read the Terms of Service carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://batterii.com/privacy.html, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website.

You are advised to check the Terms of Service from time to time for any updates or changes that may impact you or your use of the Services. Batterii, LLC (“Batterii” or “we,” “us” or similar words) reserves the right to update and modify the Terms of Service at any time without notice. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. New features that may be added to the Service shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications. Violation of any part of the Terms of Service will result in termination of your account.

If you open an account or use the Service on behalf of an entity or individual that has contracted with Batterii for use of the Service (a “Batterii Client”), or in connection with services that you provide to a Batterii Client, then (i) “you” includes you and that Batterii Client, and (ii) you represent and warrant that you are an authorized representative of the Batterii Client with the authority to bind the Batterii Client to the Terms of Service, and that you agree to the Terms of Service on your own behalf and on behalf of the Batterii Client. If you are using the Service solely to provide feedback, reviews or similar input on the products or services being tested or researched by a Batterii Client (i.e. you are using the Service as a provider of market research inputs and are not analyzing, interpreting or otherwise aggregating such inputs or similar inputs on behalf of a Batterii Client) (a “Consumer Participant”), the forgoing sentence shall not apply to you, and, instead, you agree to the Terms of Service on your own behalf.

In the event you are using the Service as the employee, agent, representative or vendor of a Batterii Client (“Client Representative”) that has a separate commercial agreement with Batterii for use of the Service and such agreement conflicts with the Terms of Service, such separate agreement shall control in the event of any conflicting terms.

In order to use the Service, you must comply with any written agreements between you and a Batterii Client and, if you are a Client Representative, all written agreements between the Batterii Client and Batterii. You understand that Batterii Clients are not our agents, our partners, or in a joint venture with us and have no right to bind us, and that any agreement or dispute between you and a Batterii Client and/or any agent of the Batterii Client is between you and such Batterii Client and/or the agent of the Batterii Client only, and Batterii will have no liability with respect to such disputes.

1.0 Account Terms

  1. Children under the age of 13 are permitted to participate in the Service, but only with the explicit consent of an authorized parent or guardian. In addition, anyone under 18 years of age should seek his or her parent's or guardian's permission prior to disclosing any personal information through the Website or the Service.
  2. You must provide your name and a valid email address in order to sign up and use our service. It is a condition of your use of the Service that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
  3. You are responsible for maintaining the privacy and security of your account and all access credentials, including your identification and password. You must not share your credentials with anyone nor allow anyone to use your credentials to access the Services. You agree to notify us immediately of any unauthorized access to your account or any other breach of security. Batterii will not be liable for any damage or loss that may result from your failure to protect your login information, including your credentials.
  4. Except with regard to multi-tenant instances, setting up multiple accounts for use by one person is not permitted.
  5. You must not, in the use of the Service, violate any applicable law or regulation (including but not limited to any copyright, patent, trademark or other intellectual property laws). You will not use the Services to: transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter" or "spam," or any other similar solicitation; impersonate or attempt to impersonate Batterii, a Batterii employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service or that, as determined by us, may harm Batterii or users of the Service or expose them to liability. Additionally, you agree not to: use the Service in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Service; use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent; use any device, software, or routine that interferes with the proper working of the Service; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, any server or other platform on which the Service is stored or operated, or any server, computer, or database connected to the Service; attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Service.

2.0 Cancellation and Termination

  1. You can request for your account to be cancelled or terminated.
  2. Batterii, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time, including if, in our opinion, you have violated any provision of these Terms of Service. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account. Batterii reserves the right to refuse service to anyone for any reason at any time.

3.0 Fee and Payment

  1. Batterii reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
  2. Batterii shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

4.0 Copyright & Content Ownership

  1. Batterii does not claim ownership of any intellectual property rights in the material you provide to the Service. You grant to Batterii and our affiliates and service providers, and each of their and our respective licensees, successors and assigns a transferable, perpetual, worldwide, irrevocable and royalty-free right, with the right to sublicense, to use, reproduce, modify, adapt, publish, display, translate and distribute such material and to incorporate it in other works in any form, media or technology to determine how our platform and services are used and to improve them, to operate the platform and to provide our services to you. If you are a Consumer Participant, you further grant the foregoing rights to Batterii Clients. Your profile and the materials uploaded will remain yours, unless a host subscriber specifies otherwise. For the avoidance of doubt, no party is obligated to use, reproduce, modify, adapt, publish, display, translate and distribute such material or to incorporate such materials.
  2. Do not upload anything to the Website that isn't yours unless you have explicit right to its use. This includes other people's photos, video, or stuff you've copied or collected from around the Internet. As a matter of practice, it is better to link to the source rather than copy.
  3. Batterii does not pre-screen content, however Batterii and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service for any reason. Batterii will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 521(c)(2) ("DMCA"), including the termination of accounts of users who infringe the intellectual property rights of others. If you believe that any materials on the Website infringe your copyright, you may request removal of those materials from the Website by sending written notice to our Copyright Agent (designated below). The DMCA requires that the written notice (the “DMCA Notice”) include the following: (i) your physical or electronic signature, (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a list of such works, (iii) identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material (or you can send us screenshots to assist our review), (iv) your contact information (including your name, postal address, telephone number and, if available, e-mail address), (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law, (vi) a statement that the information in the written notice is accurate, and (vii) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated Copyright Agent is Jonathan Lepolt. Please send your DMCA Notice to our designated Copyright Agent via mail or email at: 1008 Race Street, Suite 400, Cincinnati, Ohio 45252 or lepolt@batterii.com. Your DMCA Notice must be properly addressed and (if by mail) sent with sufficient postage. If you fail to comply with the above notice requirements, your DMCA Notice may not be effective. Please be aware that if you knowingly misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and legal fees). It is our policy to terminate repeat infringers in appropriate circumstances.
  4. Batterii reserves all of its intellectual property rights in the Website. The copyright in the design, content, layout and look and feel of the Service is owned by Batterii, and all rights are reserved. You may not duplicate, copy, reuse, or modify any portion of the visual design elements or code without express written permission from Batterii. No right, title, or interest in or to the Service or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Batterii. Any use of the Service not expressly permitted by the Terms of Service is a breach of the Terms of Service and may violate copyright, trademark, and other laws.
  5. The Batterii name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Batterii or its affiliates or licensors. You must not use such marks without the prior written permission of Batterii. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

5.0 User Contributions

  1. You are responsible for all content posted and activity that occurs through your account.
  2. The Website may contain message boards, chat rooms, personal or personalized web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with the Content Standards (as defined below) set out in the Terms of Service.
  3. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and (ii) all of your User Contributions do and will comply with the Terms of Service.
  4. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Batterii, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Batterii is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
  5. Batterii has the right to: (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion, (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Batterii, and (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  6. Without limiting the foregoing, Batterii has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS BATTERII AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BATTERII OR ITS AFFILIATES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER BATTERII OR LAW ENFORCEMENT AUTHORITIES.
  7. We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
  8. The Content Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations, and, without limiting the foregoing, User Contributions must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable, (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person, (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Terms of Service or our Privacy Policy, (v) be likely to deceive any person, (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act, (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization, or (ix) give the impression that they emanate from or are endorsed by Batterii or any other person or entity, if this is not the case (the forgoing collectively referred to as the “Content Standards”).

6.0 General Conditions

  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON AN AS IS AND AS AVAILABLE BASIS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
  2. BATTERII DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED, OR (VI) FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR WEBSITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, BATTERII HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  3. Technical support is available via email at support@batterii.com and via online support system.
  4. You understand that Batterii uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
  5. You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Batterii.
  6. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Batterii customer, employee, member, or officer will result in immediate account termination.
  7. You must not transmit or permit the transmission of any worms, viruses, Trojan horses or any code of a harmful nature.
  8. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL BATTERII, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BATTERII SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS, GOODWILL, COST OF REPLACEMENT SERVICES USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BATTERII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  9. To the maximum extent permitted by law, you will indemnify, defend and hold Batterii and other Batterii Clients, and other Consumer Participants, and each of their respective agents, employees, officers, members, directors and representatives, harmless from and against any claims, actions or demands, liabilities and settlements including, without limitation, reasonable legal, attorneys’ and accounting fees, resulting from, or alleged to result from: your violation of the Terms of Service or a breach of any of your undertakings, representations or warranties made under or in connection with the Terms of Service; your failure to secure your access credentials or any person’s use of them to access the Services; any activity related to use of the Website by you or any other person accessing the Website using your account; any violation of the intellectual property rights of any third parties; any violation of applicable laws or regulations relating to your use of the Services; and any content submitted, posted, transmitted or made available through your use or connection to the Website.
  10. The failure of Batterii to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. Unless you (or the person or entity for which you act as a Client Representative, if applicable) has a separate commercial agreement with Batterii for the use of the Service (in which case such separate commercial agreement shall control in the case of conflict), the Terms of Service, including the Privacy Policy, constitutes the entire agreement between you and Batterii and govern your use of the Service, superseding any prior agreements between you and Batterii (including, but not limited to, any prior versions of the Terms of Service).
  11. Questions about the Terms of Service should be sent to Batterii via email at support@batterii.com.
  12. These Terms of Service will be construed in accordance with the laws of the State of Ohio without giving effect to its conflicts of law provisions. Unless otherwise expressly agreed to by you and Batterii in another agreement or in any attachments hereto, including the Privacy Policy, all disputes arising out of or relating to the Terms of Services, or the breach hereof, shall be resolved by binding, confidential and final arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and pursuant to the New York Convention. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that you may bring claims against Batterii only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Revision History
Version 1.3 - August 3, 2013
Version 1.4 - April 28, 2016
Version 1.5 - May 25, 2016
Version 1.7 - June 1, 2016
Version 1.8 - June 24, 2016
Version 1.9 - June 27, 2016
Version 1.10 – May 25, 2018