Please read this document carefully. It governs your relationship with
Millisecond Software LLC ("Millisecond"). Set
forth below are the terms and conditions under which Millisecond makes the
internet website at millisecond.com (the "Site"),
and the services available through the Site or otherwise provided by
Millisecond (the "Services"), to each person or entity (each a "User")
accessing or using the Site or the Services.
These terms and conditions, together with any and all other terms, conditions,
rules, policies or procedures ("Additional Terms") published on the site
from time to time and related to User's use of the Site or the Services
(together, this "Agreement"), each as updated from time to time by
Millisecond, constitute a binding, legal agreement between Millisecond anduser
By using the Site or the Services (including by conducting
psychological tests, experiments, and surveys),
each User hereby agrees to and is bound by this Agreement. If you do not agree
with any of the terms of this Agreement, do not access or otherwise use this
Site or the Services or any information contained on this Site.
If any modification is unacceptable to you, you shall cease using this Site and
the Services. If you do not cease using this Site and the Services, you will be
conclusively deemed to have accepted the change.
Each User hereby warrants that if it is a corporation or other legal entity,
User is validly formed and existing under the laws of its jurisdiction and has
duly authorized its agent or agents to enter into this Agreement and, if an
individual, User is of the age of majority in his or her place of residence.
1. Subscriptions and Payment
1.1. If User
purchases a paid license to use the Services (a "License"), User
shall pay all fees, including for any additional Services purchased by User or
usage that exceeds the terms of the License, as well as any taxes,
applicable to such License. Millisecond may change such fees at any time and
in its sole discretion, provided that any such change shall become effective
at the end of the then-current term of User's License.
1.2. Millisecond will NOT automatically renew User's License at the end
of its term. If User wishes to continue using the Services beyond the term set
forth in the license, User must purchase a new License at the current rates
as listed on the Site.
If User has registered for an account to use the Services, User hereby warrants
that the information provided by User for the purposes of such registration is
complete and accurate. Upon registering for an account, each User will receive a link
for creating the account and specifying a password. User acknowledges and agrees that User, and not
Millisecond, is responsible for User's account and all activities occurring in
connection with the use of that account, whether or not User authorizes such
3.1. User acknowledges and agrees that:
(a) all survey
questions, tasks, measurement instruments, information, data, text, software, music, sound, photographs, images,
video, survey responses, messages or other materials communicated or transmitted
using the Site or the Services ("Content"), whether publicly posted or
privately transmitted, are the sole responsibility of the person from whom such
(b) User, and not
Millisecond, is responsible for all Content that User uploads, posts, emails,
distributes, communicates, transmits, or otherwise makes available using the
Services or that is otherwise made available through the use of User's account
(if User has one), whether or not authorized by User, and
(c) by using the
Site and the Services, User may be exposed to Content that is unlawful, harmful,
threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar,
obscene, offensive, indecent, invasive of another's privacy, hateful, or
racially, ethnically or otherwise objectionable.
3.2. User further
acknowledges and agrees that Millisecond does not control the Content
originating from User, respondents to User's instruments, or other users of the Site
or the Services, and does not guarantee the accuracy, integrity or quality of
such Content. Notwithstanding the foregoing, Millisecond may review all Content
and may block, modify, terminate access to, or remove any such Content that
Millisecond considers, in its sole discretion, does not comply with any of the
requirements of this Agreement but Millisecond is not obligated to do so.
reserves the right to purge Content from its databases at any time and from time
to time without notice. User acknowledges and agrees that User is solely
responsible for backing up any Content uploaded to the Site by User or received
by User through the use of the Services. Millisecond shall not be liable for
any purging, deletion, or failure to retain any such Content.
may disable User's account and your access to use the Site and/or the Services
and Millisecond may recover from User any losses, damages, costs or expenses
incurred by Millisecond resulting from or arising out of User's non-compliance
with any provision of this Agreement.
4. User Content
In connection with User's use of the Site and the Services, and without limiting
any of User's other obligations under this Agreement or applicable law, User:
(a) shall comply
with: (i) this Agreement, including Millisecond's anti-spam policy and all
other policies as published on the Site from time to time, (ii) all applicable
U.S. Federal, State, local and international laws, including the CAN-SPAM Act of
2003, and all other laws related to unsolicited commercial email messages,
defamation, privacy, obscenity, intellectual property or child protective email
address registries, (iii) all other rules or regulations applicable to User,
including regulations promulgated by the U.S. Securities and Exchange Commission
and similar regulatory authorities throughout the world, and the rules of any
securities exchange, and (iv) all privacy policies or similar policies or
procedures to which User may be bound that are related to User's use of the
(b) shall not
upload, post, email, distribute, communicate, transmit or otherwise make
available any Content: (i) that is unlawful, harmful, threatening, abusive,
harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent,
invasive of another's privacy, or hateful, (ii) that infringes any patent, trademark, trade secret,
copyright, or other intellectual property right of any party, (iii) that User
does not have the right to make available by reason of any law or contractual or
fiduciary relationship (including inside information, and proprietary or
confidential information obtained or disclosed in connection with an employment
relationship or pursuant to a confidentiality agreement), or (iv) that comprises
or includes any "junk mail", "spam", "chain letters", "pyramid schemes", or any
similar form of solicitation;
(c) shall not use
the Site or the Services to send surveys, polls, or other materials to minors
unless User is permitted to do so under all applicable laws, or to harm minors
in any way, and shall not send surveys, polls or other materials to minors that
would subject Millisecond to the Children's Online Privacy and Protection Act;
(d) shall not
impersonate any other person or entity, including Millisecond, or a
Millisecond official, forum leader, guide or host, or falsely state or
otherwise misrepresent User's affiliation with any other person or entity;
(e) shall, if User
uses the Services to send a survey, not mislead the recipients of that survey
that User may have the ability to associate individual responses to that survey
with the individual email addresses to which that survey was sent by stating
that User has no such ability (unless User has requested Millisecond to disable
such feature). Millisecond recommends that Users' surveys include the following
notice (or words to similar effect), if applicable:
advised that your responses to this survey may not be treated as anonymous by
the survey sender."
(f) shall not
interfere with or disrupt the Site or the Services or servers or networks
connected to the Site or the Service, or disobey any requirements, procedures,
policies, or regulations of networks connected to the Site or the Services;
(g) shall not engage
in excessive usage of the Site or the Services, as determined by Millisecond in
its sole discretion, including usage that adversely affects the speed,
responsiveness, or functionality of the Site, or disrupts the availability of
the Site and the Services for other users;
(h) shall not
attempt to damage, deny service to, hack, crack, reverse engineer, or otherwise
interfere with the Site or the Services in any manner;
(i) shall not
upload, post, email, distribute, communicate, transmit or otherwise make
available any viruses or similar malicious software that may damage the
operation of a computer, the Site, or the Services;
(k) shall not use
the Site or the Services to collect, process, or otherwise handle, "Protected
Health Information" (as defined in 45 C.F.R. Â§ 160.103) without Millisecond's
prior written consent.
User further acknowledges and agrees that Millisecond may cooperate with any
governmental authority in connection with any investigation into User's use of
the Site or the Services, including use in contravention of applicable laws, and
may disclose any Content, and any other information pertaining to the User or to
User's use of the Site or the Services, to such governmental authority in
connection with any such investigation.
5. User Data
5.1. You own all right, title and interest in all Data. All such Data are deemed confidential and will not be utilized by Millisecond for any purpose other than to perform its obligations under these Terms. You represent, warrant, and covenant that you have and you will obtain all consents necessary for using and processing the Data in accordance with these Terms.
6. Indemnity by User
User shall indemnify, defend and hold harmless Millisecond, its affiliates, and
their respective directors, officers, employees, servants and agents from and
against all claims, demands, damages, liabilities and costs (including
attorneys' fees on a full indemnity basis) arising out of or in connection with:
(a) User's use of
the Site or the Services, including User's use of or reliance on any information
or materials (including survey or poll results or responses) obtained through
the use of the Site or the Services,
(b) any other use of
the Services by a third party using User's account (whether or not authorized by
(c) User's breach of
this Agreement, including any of User's representations and warranties under
this Agreement, or
(d) User's contravention of any applicable law, including the CAN-SPAM Act of 2003.
7.1. This Agreement
shall automatically become effective upon User's first use of the Site or the
Services, and continue indefinitely until it is terminated.
may cancel User's License (if User has one) and terminate this Agreement
immediately by notice to User in the event that User breaches any of User's
representations, warranties, or obligations under this Agreement (including any
of User's obligations under Section 3 (Content)) or contravenes any
termination of this Agreement for any reason, User shall immediately cease all
use of the Site and the Services, and User acknowledges and agrees that
Millisecond may, in its sole discretion, take any measures Millisecond
reasonably deems necessary or desirable to prevent further use by User of the
Site or Services, including by blocking User's IP address. User further
acknowledges and agrees that upon termination of this Agreement, Millisecond
shall not be obliged to retain any of User's Content (including survey results or
behavioral data) or to provide the same to User, but may elect to do so in
its sole discretion. Termination of this Agreement shall not entitle User to a
refund of any License fees previously paid by User.
7.4. The following
shall survive termination of this Agreement for any reason:
(a) all of User's
representations, warranties and indemnities given under this Agreement;
(b) all disclaimers
of warranties, and limitations and exclusions of liability; and
(c) the last
sentence of Section 3.3 (Content), and each of Sections 5 (Indemnity by User), 6 (Termination), 8 (Limitations and Exclusions of Millisecond's Liability) and 9 (Intellectual Property Rights).
8. Provisions of the Site and the Services
reserves the right at any time and from time to time to modify, suspend or
discontinue, temporarily or permanently, the Services or any part thereof, or
User's access thereto, and to modify, suspend or delete the Site or any part
thereof, with or without notice. User acknowledges and agrees that Millisecond
shall not be liable to User or to any third party for any modification,
suspension or discontinuance of the Services or any modification, suspension or
deletion of the Site.
limiting Section 7.1 (Provision of the Site and the
Services), if User engages in excessive usage of the Site or the Services (as
described in Section 4(g) (User Conduct)), Millisecond may take
such action as it considers necessary to prevent such excessive usage and to
restore the availability of the Site and the Services to other users, including
by limiting or suspending User's access to the Site and the Services, or by
canceling User's License and terminating this Agreement.
acknowledges and agrees that the Site and the Services are provided "as is,"
"where is," "as available," and "with all faults," and that Millisecond has no
responsibility or liability for the loss or deletion of, or failure to receive,
process or store any Content (including survey or poll results or responses)
maintained or transmitted using the Services.
ACKNOWLEDGES AND AGREES THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES
CONTAINED IN OR AVAILABLE THROUGH THE SITE OR THE SERVICES, INCLUDING
INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE BY OTHER USERS OF
THE SITE OR THE SERVICES, MAY INCLUDE INACCURACIES OR ERRORS.
8.5. USER FURTHER
ACKNOWLEDGES AND AGREES THAT USER, AND NOT MILLISECOND, IS RESPONSIBLE FOR
EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS, AND USEFULNESS OF ANY
INFORMATION OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES.
MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY,
AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES OR OTHER HARMFUL
COMPONENTS OF THE SITE OR THE SERVICES, OR THE ACCURACY OF SUCH INFORMATION,
SOFTWARE, PRODUCTS AND SERVICES.
8.7. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, MILLISECOND, ITS AFFILIATES, AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS HEREBY DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO SUCH INFORMATION, SOFTWARE,
PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.
8.8. If you are a
User located in a country embargoed by the United States, or are on the U.S
Treasury Department's list of Specially Designated Nationals, you are not
permitted to purchase a License or any other paid services from
9. LIMITATIONS AND EXCLUSIONS OF MILLISECOND'S LIABILITY
9.1. IN NO EVENT
SHALL MILLISECOND, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, SERVANTS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR
LOST PROFITS, LOSS OF USE OR DATA, OR COSTS OF COVER, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT
LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF MILLISECOND HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES ARISING OUT OF:
(a) THE USE OR
PERFORMANCE OF, THE DELAY IN PROVIDING, THE FAILURE TO PROVIDE, OR THE INABILITY
TO USE, THE SITE OR THE SERVICES, OR
(b) ANY INFORMATION,
SOFTWARE, PRODUCTS OR SERVICES CONTAINED IN OR AVAILABLE THROUGH THE SITE OR THE
SERVICES, INCLUDING INFORMATION, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE
BY OTHER USERS OF THE SITE OR THE SERVICES.
USER SPECIFICALLY AGREES THAT Millisecond, ITS AFFILIATES, AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS AND AGENTS SHALL NOT BE LIABLE FOR:
ACCESS TO OR ALTERATION OF ANY TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT
OR RECEIVED OR NOT SENT OR NOT RECEIVED, OR ANY TRANSACTIONS ENTERED INTO
THROUGH THE SITE OR THE SERVICES OR IN RELIANCE UPON ANY INFORMATION OBTAINED
THROUGH THE USE OF THE SITE OR THE SERVICES,
(d) ANY THREATENING,
DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY
OR ANY INFRINGEMENT OF A THIRD PARTY'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY
(e) ANY CONTENT SENT
USING, OR INCLUDED IN, THE SITE OR THE SERVICES BY ANY THIRD PARTY.
IF USER IS DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICES, User's
SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING
THE SITE AND THE SERVICES.
9.2. IN THE EVENT
THAT, NOTWITHSTANDING THE FOREGOING EXCLUSIONS OF LIABILITY, MILLISECOND, ANY
OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
SERVANTS OR AGENTS IS LIABLE TO USER FOR ANY AMOUNTS UNDER THIS AGREEMENT UNDER
ANY THEORY OF RECOVERY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, MILLISECOND'S (OR SUCH AFFILIATES', DIRECTOR'S, OFFICER'S,
EMPLOYEE'S, SERVANT'S OR AGENT'S, AS APPLICABLE) TOTAL LIABILITY IN RESPECT OF
SUCH AMOUNTS SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY MILLISECOND FROM
USER UNDER THIS AGREEMENT.
ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF
LIABILITY, MILLISECOND WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES, AND
THAT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF THEY
WOULD CAUSE User's REMEDIES UNDER THIS AGREEMENT TO FAIL OF THEIR ESSENTIAL
PURPOSE. Notwithstanding the foregoing, some jurisdictions do not allow the
exclusion or limitation of liability for incidental or consequential damages in
certain circumstances, and so the foregoing limitation and exclusions may not
apply to User to that extent.
10. Intellectual Property Rights
The Site and the Services and all information and screens appearing on this
Site, including documents, services, site design, text, graphics, logos, images
and icons, as well as the arrangement thereof, are the sole property of
Millisecond Inc. Copyright Â© 2013 or its third party licensors. Except as
otherwise required or limited by applicable law, any reproduction, distribution,
modification, retransmission, or publication of any copyrighted material is
strictly prohibited without the express written consent of the copyright owner
or license. Millisecond reserves all rights in the Site and the Services that
are not expressly granted. Millisecond is a trademark of Millisecond Inc. in
the United States. Other trademarks, names, and logos on this Site are the
property of their respective owners. Nothing in this Agreement shall be deemed
to assign or transfer to User any rights to any such intellectual property. User
further acknowledges and agrees that Content made available to User through the
Services may be subject to the intellectual property rights of third parties.
Your use of this Site is governed by the Millisecond Security
may provide references, frames or hyperlinks to internet websites maintained by
third parties. Millisecond does not warrant that it has reviewed such third
party websites and makes no claims, representations or warranties regarding such
third party websites or the contents of the same. Millisecond is not
responsible for, nor does it endorse or recommend, any products or services
provided by such third parties through such third party websites or by any other
acknowledges and agrees that User, and not Millisecond, is responsible for
determining which laws may apply to User's use of the Site and the Services and
assessing User's obligations under such laws.
12.3. All notices
and other communications required or permitted to be given by Millisecond to
User under this Agreement will be deemed to be properly given on the date when:
(a) posted on the Site,
(b) sent by email to
the email address for User last recorded by Millisecond, or
(c) sent by postal
mail to the postal address for User last recorded by Millisecond.
User may give notices to Millisecond under this Agreement by email to email@example.com.
12.4. This Agreement
comprises the entire agreement between Millisecond and the User relating to the
Site and the Services.
12.5. The use of the
terms "includes" and "including", and similar terms, shall be deemed not to
limit what else might be included.
12.6. This Agreement
shall be governed by the laws of the State of Washington, without reference to
its conflicts of law rules, and the parties hereby submit to the exclusive
jurisdiction and venue of the courts of that State.
12.7. User may not
assign this Agreement without Millisecond's prior written consent, which may be
withheld in Millisecond's sole discretion. Millisecond may assign this
Agreement at any time without notice to User.
12.8. In any dispute
arising out of this Agreement, the substantially prevailing party shall be
entitled to payment of its reasonable attorneys' fees and costs.
12.9. The failure by
Millisecond to enforce any right or provision of this Agreement shall not
constitute a waiver of that provision or of any other provision of this
12.10. If any
provision of this Agreement shall be determined to be invalid or unenforceable
by a court, such provision shall be deemed severable and the remainder of this
Agreement shall remain in full force and effect.