Effective Date: May 1, 2020
We are 12traits, Inc. (“12traits”, “us”, or “we”). We want gaming and online experiences to be awesome, just like you. You can help us. We provide surveys, including user experience surveys (each, an “Assessment”). We also provide a user experience service to companies to help them learn about and understand what players or users like you really want from a website, app, or game. By completing our Assessment, we hope to learn more about you and other users who complete our Assessment or use the same services as you so that we can make suggestions and recommendations to our clients as to how they can build more engaging gaming and online experiences for their users (including you) (e.g. via design or new features) and how they can approach and interact with their users (including you) (e.g. via marketing or targeting). You can also choose to complete certain Assessments so that we can give you suggestions for games and other online experiences you may enjoy.
1. Agreement to Terms.
This is the agreement between you and us for our services you access. You can only use these services once you agree to these terms.
You’ll notice that some words appear in quotes in the Terms. They’re called “defined terms,” and we use them so we don’t have to repeat the same language again and again. They mean the same thing in every instance, and help us make sure that the Terms are consistent. We’ve included the defined terms throughout because we want it to be easy for you to read them in context.
We want to be super upfront about two important things if you are in the US: First, by using our services you are agreeing to arbitrate almost all disputes rather than have them heard in a court of law or by a jury. Second, you are agreeing not to participate in a class action lawsuit against us.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, IF YOU ARE A U.S. RESIDENT, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND 12TRAITS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 12 “DISPUTE RESOLUTION FOR U.S. CONSUMERS” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
3. Changes to Terms or Services.
When we update this Terms of Service, you need to agree to the updated version to keep using our Services. We also need the freedom to update any part of the Services whenever we see fit, so we are letting you know we can do so at any time.
Though we’ll try not to change these Terms too frequently, there are sometimes reasons why we need to modify these Terms, and we may do so at any time in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other channels. When we tell you about the changes, it’s important that you review the modified Terms because if you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 12 you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. It sounds harsh, but just means we can focus on bringing you more of what you like about 12traits and not waste time on things that aren’t helpful or creative.
4. Who May Use the Services? You may use the Services only if you are 13 years or older (16 years or older in certain jurisdictions) and are not barred from using the Services under applicable law.
5. Content Ownership, Responsibility, Removal, and Feedback.
Our Services and content are owned by us. Our Services may let you upload, post and store content that you own. You retain your ownership of this content, to which we take a license. We’d also love to hear your feedback, good or bad. It helps us improve! But if you give us feedback, we are free to use it how we want and without paying you.
– (a) Content. When you use the Services, you may find text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials (collectively, “Content”). Any Content we provide or make available through the Services, including the Assessment is “Our Content”. Anything that users (including you) provide to us via the Services is “User Content”.
– (b) Our Content Ownership. We exclusively own all rights in and to the Services and Our Content. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any proprietary rights notices we have in the Services or Our Content.
– (c) Rights in User Content Granted by You. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. By making any User Content available through the Services you hereby grant to 12traits a non-exclusive, transferable, worldwide, royalty-free license, to use, copy, modify, create derivative works based upon your User Content in connection with operating and providing the Services.
– (d) Your Responsibility for User Content. You are solely responsible for all your User Content. It’s important that you are honest when responding to an Assessment. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by 12traits on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
– (e) Removal of User Content. If you want to modify or delete your User Content, please contact us at email@example.com. We may request further information from you to verify that you are the user who submitted the User Content in question. Since our users don’t always log in to submit User Content and we don’t always collect contact information (such as email addresses) for our users, we can’t always verify the source of User Content. We’ll consider your request on an individual basis, and we may (but are not obligated to) take steps to delete your User Content. Even if we take steps to delete specific User Content at your request, some of your User Content may remain in archived/backup copies for our records or as otherwise required by law. We’re not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
– (f) Rights in Content Granted by Us. Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to view and display Our Content solely in connection with your permitted use of the Services and solely for your personal use.
– (g) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you
6. General Prohibitions and 12traits’ Enforcement Rights.
We want everyone to enjoy using our Services. If you use our Services as intended, without tampering with, being inappropriate, or breaking laws, you are probably in the clear, but please read all of the terms of this Terms of Service carefully to be sure.
You agree that you won’t do any of the following with respect to the Services:
– (a) Upload, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s intellectual property rights or rights of publicity or privacy; (ii) violates any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; or (vi) is violent or threatening to any person or entity;
– (b) Use, display, mirror or frame the Services or any individual element within the Services, 12traits’ name, any 12traits trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without 12traits’ express written consent;
– (c) Access, tamper with, or use non-public areas of the Services, 12traits’ computer systems, or the technical delivery systems of 12traits’ providers;
– (d) Attempt to probe, scan or test the vulnerability of any 12traits system or network or breach any security or authentication measures;
– (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by 12traits or any of 12traits’ providers to protect the Services or Our Content;
– (f) Attempt to access or search the Services or Our Content through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by 12traits or other generally available third-party web browsers;
– (g) Use the Services or Our Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
– (h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Our Content;
– (i) Impersonate or misrepresent your affiliation with any person or entity;
– (j) Violate any applicable law or regulation; or
– (k) Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor the Services or review or edit any User Content, we have the right to do so to operate the Services, ensure compliance with these Terms, and comply with legal requirements. We reserve the right, but are not obligated, to remove or stop using any of Our Content or User Content in our sole discretion. We have the right to investigate violations of these Terms or conduct that affects the Services, and we may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
7. Links to Third Party Websites or Resources.
Outside links are for your convenience, but we can’t guarantee them.
The Services or Our Content may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 5 (a), (b) and (c), 6, 9, 10, 11, 12, 13, and 14.
There’s a lot to digest in these Terms. But we’re not done yet! The following sections are driven in large part by legal precedent and we don’t have a lot of flexibility with the language. Among other things, these next sections say that we don’t make any guarantees about the Services, what you can recover from us in a dispute is limited, you are agreeing to the laws of California, and if you are in the US, you agree to go to arbitration with 12traits if we have a dispute about these Terms and you won’t join in any class action against 12traits.
9. Warranty Disclaimers; Informational Purposes Only.
THE SERVICES AND OUR CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services or Our Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of Our Content.
12traits does not provide, and the Services and Our Content are not intended to provide, medical or mental health advice, diagnosis or treatment. If you need medical or mental health advice or treatment, please talk to a qualified healthcare provider.
Our Content (including any suggestions we provide), and any information available through third-party websites or resources we link to, is for informational purposes only. You should not use any information obtained through the Services for diagnosis or treatment of any medical or mental health issue or condition. You assume full responsibility for your use of or reliance on any information obtained through the Services and agree that 12traits is not responsible or liable for any claim, loss, or damage arising therefrom.
10. Limitation of Liability.
NEITHER 12TRAITS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR OUR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR OUR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 12TRAITS OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL 12TRAITS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR OUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO 12TRAITS FOR USE OF THE SERVICES OR OUR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO 12TRAITS, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 12TRAITS AND YOU.
11. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 12 “Dispute Resolution for U.S. Consumers,” the exclusive jurisdiction for all Disputes (defined below) that you and 12traits are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and 12traits each waive any objection to jurisdiction and venue in such courts. Some countries (including those in the European Union) have laws that require agreements with individuals to be governed by the local laws of the individual’s country or require that their substantive laws, including privacy laws, apply. This section does not override those laws.
12. Dispute Resolution for U.S. Consumers. This Section 12 “Dispute Resolution for Consumers” only applies if you are a U.S. resident individual who is using the Services and Our Content for your own personal use and are not representing a legal entity.
US residents—if there is a dispute between us, we agree we’ll resolve it through arbitration (in your home area) instead of through the courts. You are also agreeing not to participate in a class-action lawsuit against us.
– (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Our Content or User Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and 12traits agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and 12traits are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Disputes that can be resolved in small claims court or that relate to the infringement of our intellectual property do not have to be arbitrated. You can opt out of arbitration within 30 days of accepting this Terms of Service.
– (b) Exceptions and Opt-out. As limited exceptions to Section 12(a) above: (i) we both seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org within thirty (30) days following the date you first agree to these Terms.
The American Arbitration Association’s Consumer Arbitration Rules will apply. You may be able to choose the types of evidence you and we can submit depending on the size of your claim. Arbitration will be near where you live unless we agree otherwise.
– (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
– (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
– (e) Injunctive and Declaratory Relief. Except as provided in Section 12(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
You agree not to participate in a class action and only bring claims as an individual. Your dispute can’t be combined with other people’s claims.
– (f) Class Action Waiver. YOU AND 12TRAITS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Similar to how you can opt out of arbitration within 30 days, you can also opt out of any changes to this provision within 30 days of us notifying you of the changes.
– (g) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if 12traits changes any of the terms of this Section 12 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of 12traits’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and 12traits in accordance with the terms of this Section 12s “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
If a court decides a part of this section is unenforceable, the rest still applies.
– (h) Severability. With the exception of any of the provisions in Section 12(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of these Terms will still apply.
13. General Terms
This Terms of Service is our whole agreement (no outside promises). If we need to reach you, we’ll email you or post on the Services. Also, if we don’t enforce part of this Terms of Service, it doesn’t mean we won’t in the future or we won’t enforce our other rights.
– (a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between 12traits and you regarding the Services, Our Content and User Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between 12traits and you regarding the Services, Our Content and User Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without 12traits’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. 12traits may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
– (b) Notices. Any notices or other communications provided by 12traits under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
– (c) Waiver of Rights. 12traits’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of 12traits. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
14. Contact Information. If you have any questions about these Terms or the Services, please contact 12traits at firstname.lastname@example.org.