Last Updated: November 6, 2014

1. EULA. This Valued Opinions Mobile Application End User License Agreement (“EULA” or “Terms”) is a binding agreement between you and Dynata that governs your use of Valued Opinions Mobile application (“App”) and the Valued Opinions Mobile Plus application (the “App+”, and both the App and App+ are collectively referred to as the “Apps”). The Apps include the compiled mobile software applications, associated media, printed materials, online and electronic documentation, and updates and upgrades that replace or supplement the Apps that are not distributed under different terms.

2. License. The Apps are licensed, not sold, to you for use only under the terms of this EULA by Dynata Global UK Limited (formerly known as e-Rewards, Inc.) (“Dynata”) located at 5800 Tennyson Pkwy, Suite 600, Plano, TX 75024, USA. Dynata reserves all rights, title and interest not expressly granted to you.

2.1 Scope of License. This license granted to you for the App or App+ (as applicable) by Dynata is limited to a non-transferable, revocable license to use the object code of the App or App+ (as applicable) on any mobile device that you own or control that the Apps are authorized to operate on (as determined by Dynata) and as permitted by the Terms (the “License”). This License does not allow you to use the Apps on any device that you do not own or control, and you may not distribute or make the Apps available over a network where they could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Apps. Subject to any rights you may have under the Australian Copyright Act 1968 (Cth) or the New Zealand Copyright Act 1994, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Apps, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any free or open sourced components included with the Apps). Any attempt to do so is a violation of the rights of Dynata and its licensors. If you breach this License, you may be subject to prosecution and damages. The terms of the License will govern any upgrades provided by Dynata that replace or supplement the original App or App+, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.2 Termination. The License is effective until terminated by you or Dynata. Your rights under this License will terminate immediately without notice from Dynata if you fail to comply with the Terms or upon termination of this EULA by Dynata or you. Upon termination of the License, you shall cease all use of the Apps, and permanently delete all copies of the Apps. Dynata’s termination of this EULA will not limit any of Dynata’s other rights or remedies at law or in equity. The provisions of Sections (including subsections): 2.2, 3, and 6 - 13 shall survive termination or expiration of this EULA, for any reason.

3. Consent to Use of Data. You agree that Dynata may collect and use data and information from your device through the use of the Apps, such information can include but is not limited to technical information about your device, its operating system and application software, location/GPS information, device usage, phone, SMS/text usage (but no content is collected, only usage metrics), website usage, search usage, use of other applications, music, email usage, network carrier, camera usage that is gathered periodically to facilitate the allocation and assignment of relevant and targeted surveys and other related services associated to the business of the Dynata in connection with your use of the App or App+. Dynata may use this information in connection with its business in compliance with the Mobile Applications Privacy Policy located at https://www.valuedopinions.co.nz/mobile-privacy.html . Apps communicate via the Internet with Dynata servers. If you do not have an unlimited mobile data plan with your carrier, standard data transmission rates likely apply. Dynata may make routine software updates without informing you to keep the Apps working properly. The App+ will not ordinarily be visible to you during your device usage, but can be easily found in the list of installed applications on your mobile device. For you to participate in location based surveys, you must agree to share GPS information from your device. The Apps collect location information in processes executing in the background of your device to support the functionalities and features of the Apps, including location based surveys and location analytics. Note, that continued use of GPS running in the background can dramatically decrease battery life. Upon first use, the Apps ask for your permission and consent to collect user information and location information and upon acceptance, you can start using the App or App+ (as applicable). To the extent that you permit a third party to use your device, you warrant that you have provided any necessary notifications and obtained the necessary consents and approvals from that third party for Dynata to continue to collect user information and location information from your device. Certain mobile operating systems have options to restrict the collection of certain location and usage information. In the event that you have those options enabled, you will restrict certain functionality of the Apps, and may not be participating in the full Valued Opinions Mobile program, including location based surveys. If you wish to stop participating, uninstall the App or App+ at any time from your device.

4. Support and Subscription Services Not Included. Dynata will not provide any support services under this EULA. This EULA does not give you any rights to any updates or upgrades to the Apps or to any extensions or enhancements to the Apps developed by Dynata at any time in the future. Dynata may offer support services separately. Any supplemental software code or related materials that Dynata provides to you as part of any support services are to be considered part of the Apps and are subject to the terms and conditions of this EULA.

5. Privacy Policy. Our Mobile Applications Privacy Policy describes the details of Dynata’s and certain third party provider information practices and procedures for personal information we generally collect through the Apps. We strongly urge you to read our Mobile Applications Privacy Policy located at: https://www.valuedopinions.co.nz/mobile-privacy.html . Because of the various information practices that differ between services provided through the Dynata website and the Apps, the general Dynata Privacy Policy found on the website does not apply to our information practices and procedures for personal information collected through the Apps, only the Mobile Applications Privacy Policy applies.

6. Confidential Information. You acknowledge and agree that the Apps (excluding any Open Source Software) and all information emanating from the Apps and Dynata’s business in any form are valuable intellectual property of Dynata and are considered Dynata’s confidential information (“Confidential Information”). You agree that you will not, during or after the term of this EULA, permit the duplication, use, or disclosure of any such Confidential Information to any person, unless such duplication, use or disclosure is specifically authorized by Dynata in writing prior to any disclosure. You shall use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the Confidential Information. Without limiting the generality of the foregoing, to the extent that this EULA permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and party shall keep detailed records of the location of all Confidential Information.

7. Proprietary Rights. You acknowledge that you will not use Apps for any other purpose than permitted under the License. You further acknowledge that Dynata and its licensors retain all ownership and intellectual property rights to the Apps. Except to the extent that the information, communications or materials are covered by our Privacy Policy, you represent, warrant and covenant that any information, communication or material you submit or transmit to Dynata, including as part of a survey or research program, are not confidential or proprietary, that you have rights to submit such information, communications and materials, and Dynata and its clients and agents may use such information, communications and materials for any purpose without further consideration, consent or notice to you or any third party.

8. No Warranty. SUBJECT TO SECTIONS 8.1 AND 8.2, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR YOUR RIGHTS UNDER SCHEDULE 2 OF THE AUSTRALIAN COMPETITION AND CONSUMER ACT 2010 (CTH) ("AUSTRALIAN CONSUMER LAW"), THE NEW ZEALAND FAIR TRADING ACT 1986 AND THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993 (“NEW ZEALAND CONSUMER LAW”) AND SUBJECT TO SECTIONS 8.1 AND 8.2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPS AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPS, RESEARCH NOW OR ITS PROVIDERS (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND RESEARCH NOW HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPS AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SUBJECT TO SECTIONS 8.1 AND 8.2, RESEARCH NOW DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPS, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPS OR SERVICES WILL BE CORRECTED. SUBJECT TO SECTIONS 8.1 AND 8.2, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RESEARCH NOW OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SUBJECT TO SECTIONS 8.1 AND 8.2, SHOULD THE APPS OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IF YOU CHOOSE TO CONTINUE TO USE THE APPS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8.1 Australian Consumer Law. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT OR REMEDY CONFERRED ON A PARTY BY THE AUSTRALIAN CONSUMER LAW OR ANY OTHER APPLICABLE AUSTRALIAN LAW THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF RESEARCH NOW FOR A BREACH OF A NON-EXCLUDABLE GUARANTEE REFERRED TO IN THIS SECTION 8 IS LIMITED, AT RESEARCH NOW'S OPTION, TO (A) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (I) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR (B) IN THE CASE OF SERVICES: (I) THE SUPPLYING OF THE SERVICES AGAIN; OR (II) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

8.2 Fair Trading Act and Consumer Guarantees Act.

NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT OR REMEDY CONFERRED ON A PARTY BY THE NEW ZEALAND CONSUMER LAW OR ANY OTHER APPLICABLE NEW ZEALAND LAW THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF RESEARCH NOW FOR A BREACH OF A NON-EXCLUDABLE GUARANTEE REFERRED TO IN THIS SECTION 8 IS LIMITED TO (A) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (I) THE REPAIR OF THE GOODS WITHIN A REASONABLE PERIOD OF TIME OR, IF RESEARCH NOW REFUSES OR NEGLECTS TO REPAIR THE GOODS, THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED OR THE USER CAN REJECT THE GOODS AND OBTAIN A REFUND OR CHOOSE GOODS OF THE SAME TYPE; (II) REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (B) IN THE CASE OF SERVICES: (I) REQUIRING RESEARCH NOW TO SUPPLY THE SERVICES AGAIN WITHIN A REASONABLE PERIOD OF TIME OR (II) IF RESEARCH NOW REFUSES OR NEGLECTS TO REMEDY THE FAILURE, THE PAYMENT OF THE COST OF HAVING THE FAILURE REMEDIED ELSEWHERE OR (III) THE USER CAN CANCEL THE CONTRACT AND OBTAIN A REFUND. IN ADDITION THE USER CAN OBTAIN DAMAGES FOR ANY LOSS OF DAMAGE TO THE USER RESULTING FROM THE FAILURE IN THE GOODS OR SERVICES WHICH WAS REASONABLY FORESEEABLE AS LIABLE TO RESULT FROM THE FAILURE.

9. Limitation of Liability.

9.1 Limitation of Damage Types. SUBJECT TO SECTIONS 8.1 AND 8.2, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL RESEARCH NOW BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), COMMON LAW ACTION, STATUTORY ACTION OR OTHERWISE) AND EVEN IF RESEARCH NOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

9.2 Limitation of Liability Amount. SUBJECT TO SECTIONS 8.1 AND 8.2, IN NO EVENT SHALL RESEARCH NOW’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED FIFTY DOLLARS (US$50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnify; Release. You agree to fully indemnify, defend and hold harmless Dynata and its affiliates, and their subsidiaries, predecessors, successors, officers, directors, employees, agents, licensors, suppliers and clients from and against any and all claims, losses, costs (including court costs), fees (including reasonable legal fees), damages and expenses that such parties may incur as a result of, due to, or arising out of a violation by you (or anyone acting under your account or password) of this EULA, or in connection with any lawsuit related to your use or enjoyment of any reward, or any claim alleging that any communications, information or materials you submit to Dynata through the Apps or by any other means violates a third party’s intellectual property rights. To the maximum extent permitted by law, you hereby release Dynata and its affiliates and third party providers from all liability regarding the redemption and use of any rewards that, after receipt, may be lost, stolen or destroyed.

11. Export Restrictions. You acknowledge that the Apps are subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Apps, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

12. Dispute Resolution; Choice of Law.

12.1 Choice of Law. The EULA shall be governed by and construed according to United States federal law, as applicable, and by the laws of the State of Texas as applied to agreements made, entered into and performed entirely in Texas by Texas residents, excluding its conflicts of law provisions and notwithstanding the actual residence of the parties.

12.2 Jurisdiction. Dynata and User acknowledge that: (i) all lawsuits or proceedings arising out of this EULA; and (ii) the enforceability, interpretation, or questions concerning the arbitration provisions set out below, shall be brought in the State or Federal Courts located in Dallas County, Texas, and the parties hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.

12.3 Arbitration. Except as provided in Section 12.2, any dispute arising under or in respect of this Agreement that cannot be resolved by the parties will be resolved through binding arbitration in Dallas County, Texas, in front of a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Dynata agrees to pay all arbitrator fees. If the parties cannot agree on the single arbitrator within ninety (90) days of notice to arbitrate, the parties acknowledge that the American Arbitration Association may appoint the arbitrator. All claims brought by you must be brought in an individual capacity.

12.4 Federal Arbitration Act. Issues relating to the arbitration provisions in this EULA and any arbitration hereunder shall be governed by the Federal Arbitration Act (“FAA”). The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statues of limitation, and shall honor all claims of privilege recognized by law.

12.5 Exclusive Use of Arbitration. Subject to Section 12.5(a), neither User nor Dynata shall have the right to litigate claims in court or to have a jury trial on that claim. Any claim made by a new party or any new claims later asserted shall adhere to the arbitration terms herein.

(a) Without limiting Section 12.1, for the purpose of any proceeding brought in Australia or New Zealand, a party may not commence court proceedings in respect of a dispute arising under or in respect of this Agreement unless it has complied with this Section 12 and until the procedures in Sections 12.3 and 12.4 have been followed in full, except where (i) the party seeks injunctive relief in relation to a dispute from an appropriate court; or (ii) following those procedures would mean that a limitation period for a cause of action relevant to the issues in dispute will expire.
12.6 No Joint or Class Actions. Neither User nor Dynata shall be entitled to join or consolidate claims in arbitration by or against other Users with respect to other accounts, bring mass, class action, or consolidated claims in arbitration or a court of competent jurisdiction, or arbitrate or litigate any claim as a representative or User of a class or in a private attorney general capacity. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

12.7 Scope of Authority. The arbitrator shall only have the authority to resolve individual disputes between User and Dynata.

12.8 Confidentiality. Arbitration proceedings are confidential, unless all parties agree otherwise. Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts. A party who improperly discloses confidential information shall be subject to sanctions. The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.

13. Miscellaneous.

13.1 Complete Agreement. The Terms, and any additional referenced terms therein, constitute the complete, final and exclusive understanding between Dynata and User relating to the subject matter hereof and governs User’s use of the Apps, superseding all prior or contemporaneous understandings, agreements and communications with respect to such subject matter. Notwithstanding anything to the contrary in this EULA, Dynata reserves the right to modify this EULA at any time without prior notice. Dynata may notify you of changes to this EULA via: (i) a prompt from the App or App+ (as applicable) that will allow you to read the new or modified Terms, and require you to accept the new or modified terms prior to being able to access the App or App+ (as applicable) , (ii) by electronic mail, or (iii) by posting a notice on Dynata website located at https://www.valuedopinions.co.nz .

13.2 Third Party Terms. User may be subject to additional terms and conditions that may apply when User obtains or uses third-party content, third-party software or goods and services provided by or through clients, sponsors, partners, reward partners or other third-party partners of Dynata.

13.3 Severability. If any provision of the EULA is held by a court or arbitrator of competent jurisdiction to be invalid, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions shall remain in full force and effect.

13.4 Waiver. Dynata’s failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dynata in writing. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this EULA.

13.5 Claim Limitation. User agrees that notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Apps or this EULA must be filed within two (2) years after the claim or cause of action arose or be forever barred.

13.6 Assignment. Dynata may assign its rights and delegate its duties under this EULA to any party at any time without notice to User. User may not assign or delegate User’s rights or obligations without prior written consent of Dynata, which may be withheld at Dynata’s sole discretion.

13.7 Headings. All headings in this EULA are for convenience only and have no legal effect.

13.8 Electronic Communications; Notices. You hereby agree to the use of electronic communications in order to enter into this EULA, to create other records and to the electronic delivery of notices, policies and records of transactions between you and Dynata with respect to the Apps and this EULA. You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. In addition, Dynata may deliver notices to you by prepaid certified mail, return receipt requested at the address in Dynata’s database; any notice that complies with this Section shall be deemed effectively given upon delivery. You must give notice to Dynata by prepaid certified mail, return receipt requested at the following address: 5800 Tennyson Parkway, Suite 600, Plano, Texas 75024.

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