Terms of Service

1. Structure of These Terms

1.1 Definitions and Structure. Capitalized terms have the meanings ascribed to them in Section 21 or the section in which they first appear in these Terms. These Terms have four parts: (a) Part A (General Terms) applies to all users; (b) Part B (Brand Terms) applies to Brands and their Authorized Users; (c) Part C (Tester Terms) applies to Testers; and (d) Part D applies to all users. If the parts conflict, the part specific to your user type controls as to you.

1.2 Related Documents. The following are incorporated by reference: (a) our Privacy Policy, including its jurisdiction-specific annexes (the "Privacy Policy"); (b) for Brands, any order form, statement of work, or beta participation agreement signed with us (each, an "Order"); and (c) for Brands, our Data Processing Addendum (the "DPA").

2. Services; Eligibility and Accounts

2.1 Platform. The Kanarie platform is a technology service that helps Brands administer Campaigns. Unless an Order or Campaign Terms expressly state otherwise: (a) Kanarie does not design, manufacture, distribute, sell, or endorse Test Products; (b) the Brand is solely responsible for its Test Products, Campaign Terms, and any Incentives it may provide to Testers; and (c) Kanarie is not a party to agreements between Brands and Testers. Kanarie reserves the right, at its sole discretion, to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently.

2.2 Accounts. You must register for an account and be at least 18 years old and have reached the age of majority where you live to use the Services. Account information must be accurate, current, and complete. You agree to keep your account information up to date so that Kanarie may send notices, statements, and other information by email or through your account. You are responsible for your credentials and for activity under your account. Notify us promptly at security@kanarie.io of any unauthorized use.

3. Generally Acceptable Use

You will not, and will not permit anyone else to: (a) use the Services in violation of law or the rights of others; (b) provide false information, impersonate any person, or misrepresent your experience with a Test Product; (c) scrape, crawl, reverse engineer, decompile or attempt to derive the source code of the Services, except as applicable law expressly permits despite this restriction; (d) introduce malware, interfere with the security of the Services, or circumvent access controls; (e) re-identify, or attempt to re-identify, any anonymized, de-identified, pseudonymized or aggregated data; or (f) use the Services or any data obtained from them to build a competing product or service.

4. Suggestions

If you provide any suggestions, comments, improvements, information, ideas, or other feedback to Kanarie (collectively, "Suggestions"), you hereby grant Kanarie a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Kanarie’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.

5. Beta Features

Kanarie may make available features, functionality, integrations, or services labeled "beta," "pilot," "preview," "early access," "experimental" or similar, or offered to participants in a beta program (together, "Beta Features"). The platform itself may be offered as a Beta Feature. Your use of Beta Features is optional. Kanarie may require you to accept additional terms before using a Beta Feature. If those additional terms conflict with this Section 5, the additional terms control. Beta Features may contain errors, defects, security vulnerabilities, and limitations. Kanarie may change, suspend, or discontinue Beta Features, and will endeavor to provide notice where reasonably practicable.

Section 4 (Suggestions) applies to feedback on Beta Features. Unless Kanarie publicly announces a Beta Feature, its existence, features, performance and documentation are Kanarie confidential information. You may not disclose them or publish benchmarks without Kanarie's prior written consent.

BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY AND WITHOUT INDEMNITY FROM KANARIE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA FEATURES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH KANARIE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA FEATURE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KANARIE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO BETA FEATURES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

6. Intellectual Property

Kanarie and its licensors own and retain all right, title, and interest in and to the Services and all related software, designs, documentation, and trademarks. All rights not expressly granted herein are reserved. Kanarie may derive aggregated or de-identified information from use of the Services and may use and disclose that information for any lawful business purpose, including analytics, benchmarking, service improvement, product development, and commercialization, provided that the information does not identify, and cannot reasonably be used to identify or be linked to, a Tester or Brand. Kanarie will maintain and use de-identified personal information in de-identified form and will not attempt to re-identify it, except as permitted by applicable law to test the effectiveness of de-identification. This provision is subject to applicable law, the DPA, and restrictions applicable to data obtained from third-party providers.

The Services are offered as an online, hosted product. Accordingly, you acknowledge and agree that you have no right to obtain a copy of the software behind the Services and that Kanarie at its option may make updates, bug fixes, modifications, or improvements to the Services from time to time.

7. Privacy and Security

Kanarie processes personal information as described in its Privacy Policy. In addition, Kanarie processes personal information contained in Brand Materials as described in the DPA. Kanarie maintains reasonable administrative, technical, and physical safeguards designed, in its discretion, to protect the Services. Kanarie takes no responsibility and assumes no liability for any Device Data, Brand Materials, or other data in the Services other than its express security obligations in this Section 7. If you transmit any data to Kanarie, you acknowledge that data transfers involve inherent risks, including the possibility of human and machine errors, omissions, data loss, and media damage. Kanarie will not be liable for any such errors, omissions, losses, or damages.

8. Brand Use Rights and Obligations

8.1 Access. Subject to these Terms, Kanarie grants the Brand a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the term set forth in the applicable Order (the "Order Term") to access and use the Services solely for Brand’s internal business purposes. Brand is responsible and liable for all Authorized Users’ use and access and their compliance with these Terms. Brand will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Brand is responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Order Term, as Brand deems appropriate; provided, however, Kanarie may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 19.2 below. Brand is responsible for ensuring that any user IDs, passwords, and other access credentials for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Brand is solely responsible for complying, and ensuring its Authorized Users comply, with all laws, rules, and regulations applicable to Brand.

8.2 Rights in Brand Materials. As between the parties, Brand retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Brand submits for use or incorporation with the Services (including without limitation, Test Products, Brand’s trademarks, trade names, service marks, and logos, chat and message logs, and Tester Lists (collectively, "Brand Materials"). Brand hereby grants Kanarie a non-exclusive, worldwide, royalty-free, transferable right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Brand Materials as necessary to provide the Services to Brand and as otherwise provided herein and in Kanarie’s Privacy Policy and hereby instructs Kanarie to do the same.

8.3 Tester Lists. Brand represents and warrants that, each time it provides a Tester List and throughout the Order Term: (a) Brand collected all Tester Data lawfully and in compliance with Applicable Data Protection Laws and Brand’s own privacy policies; (b) Brand has all rights, licenses, consents, and authorizations needed to give the Tester List to Kanarie and for Kanarie to process the Tester Data to provide the Services, and has given each Tester every notice that Applicable Data Protection Laws require; (c) where Applicable Data Protection Laws require consent, Brand has obtained valid, documented consent from each Tester; and (d) no Tester List includes (i) any individual who has opted out of or withdrawn consent to the communications or processing contemplated by these Terms, (ii) any individual under 18 years of age, or (iii) any sensitive personal information, as defined by Applicable Data Protection Laws, unless Kanarie agrees in writing in advance. Brand will promptly notify Kanarie in writing if a Tester withdraws consent, opts out, or asks Brand for deletion of their Tester Data, or Brand learns that any representation above is or has become inaccurate. Brand will cooperate with Kanarie to remove the affected Tester Data and comply with Applicable Data Protection Laws.

8.4 Compliance with Laws. Brand represents and warrants that: (a) its Campaigns, Test Products, and use of the Services will comply with all applicable laws, rules, and regulations and will not use the Services in a manner that would cause Kanarie to violate any obligation with respect to any such laws, rules, or regulations; (b) it has all rights needed to provide Test Products and Brand Materials as contemplated hereunder.

8.5 Third-Party Services. Kanarie may allow or facilitate Brand to make arrangements with other third-party platforms or providers that offer products or services, such as applications, integrations, add-ons, software, code, online services, systems, and other products that are not Kanarie technology, in connection with, but which are not included in, the Services as defined in these Terms (collectively, "Third-Party Services"). If Brand elects to use a Third-Party Service in connection with the Services, such Third-Party Service may make content from such Third-Party Service available and may access Brand’s instance of the Services, including Brand Materials. Brand agrees and acknowledges that use of such Third-Party Service may require Brand to enter into separate terms and conditions with such third party. Unless Kanarie expressly agrees otherwise in a signed writing, Kanarie (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Services or content therefrom; and (d) disclaims all responsibility and liability for Third-Party Services and their access to the Services, including their modification, deletion, disclosure, or collection of Brand Materials. Device providers may limit how Device Data is used, displayed, or shared. Kanarie may restrict, modify, or discontinue any integration, including when a provider requires it. Brands will comply with device-provider restrictions that Kanarie communicates.

8.6 Incentives. Brand is solely responsible for all aspects of each Incentive, including: (a) the terms, eligibility requirements, and fulfillment of the Incentive; (b) timely delivery of the Incentive as promised to the Tester; (c) compliance with all applicable laws, including consumer protection, advertising, endorsement and testimonial disclosure, consumer review, sweepstakes, gift card, and anti-bribery laws; (d) all tax reporting, withholding, and information-return obligations arising from the Incentive; and (e) collecting any Tester information needed to deliver the Incentive, in compliance with applicable privacy laws. Brand will resolve any dispute about an Incentive directly with the applicable Tester. Kanarie has no obligation to mediate, resolve, or take part in any such dispute. Kanarie may, at its sole discretion, suspend or remove a Brand from the Services for failing to deliver a promised Incentive or for violating this Section.

9. Fees

9.1 Fees and Payment. Brand will pay the fees set forth in an Order. Unless an Order says otherwise: (a) fees are invoiced in advance, due within thirty (30) days of the invoice date, and non-refundable; (b) fees exclude all sales, use, value added, goods and services, harmonized, and similar taxes (including VAT, GST, HST and QST), which the Brand will pay or self-assess under any applicable reverse-charge mechanism; Kanarie remains responsible for taxes on its net income; and (c) late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Kanarie may suspend access to the Services for undisputed amounts that remain unpaid more than fifteen (15) days after written notice. Additionally, after payment becomes overdue, Kanarie will have the right to seek to enforce Brand’s payment obligations, including through the use of third-party services. If Kanarie sends Brand’s account for collection and/or initiates legal action to collect overdue amounts, Kanarie may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.

9.2 Fee Increase. Kanarie reserves the right to determine the applicable fees for the Services and related services. If any fees are specified on your Order, Kanarie may increase fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Brand has not elected to opt out of the automatic renewal or renegotiate the fees). Kanarie may also, from time to time and in its sole discretion, make promotional offers or different fees available to its clients or other users. Such promotional offers will not apply to you or these Terms unless specified in writing in your Order. Your continued use of the Services after a fee increase will constitute your agreement and acceptance to any increase in fees.

10. Campaign and Product Responsibilities

10.1 Campaign Terms. Brand will publish accurate, complete, and lawful Campaign Terms before enrollment, in the languages required in each jurisdiction where the Campaign is offered. Campaign Terms must disclose, in plain language: (a) the Test Product and its intended use; (b) known material risks, safety precautions, contraindications, and eligibility exclusions; (c) required tasks and the time commitment; (d) Incentives and how they are earned, if any; (e) whether the Test Product must be returned; (f) the categories of Tester Data requested and the purposes for which they will be used; and (g) any requirement to connect a Connected Device. Brand will not use eligibility criteria or Tester Data to discriminate unlawfully on any legally protected ground.

10.2 Product Safety. Brand represents and warrants that each Test Product: (a) is reasonably safe for its intended and reasonably foreseeable use by Testers when used as instructed; (b) has undergone safety testing appropriate to its stage of development; (c) complies with applicable product safety, labeling, conformity, and import requirements in each jurisdiction where it is provided to Testers; and (d) is accompanied by adequate instructions and warnings in the languages required by law. Brand will promptly notify Kanarie and affected Testers of any defect, recall, safety incident, or newly identified risk. Brand is responsible for product returns, recalls, and safety reporting to authorities in every jurisdiction where Testers are located.

10.3 Prohibited Campaigns. Unless Kanarie agrees in writing in an Order, Brand will not use the Services to test: (a) drugs, biologics, dietary or food supplements, or ingestible products; (b) medical devices, or products making medical claims, where the testing would constitute a clinical investigation or require ethics committee, Institutional Review Board, or regulatory authorization in any jurisdiction; (c) firearms, weapons, tobacco, cannabis, or alcohol; (d) products posing a material risk of serious bodily injury; or (e) products intended for children.

10.4 Endorsements, Reviews, and Marketing Claims. Brand will not offer, condition, or adjust any Incentive, eligibility, or future participation based on whether Feedback or a review is positive or negative. Brand will not edit, selectively present, or misattribute Feedback in a manner that misrepresents a Tester's experience. Public reviews or testimonials from a Campaign must clearly and conspicuously disclose any material connection between the Tester and the Brand, including free products or compensation, as required by the advertising and consumer protection laws of each jurisdiction where they are published. Brand is solely responsible for advertising claims based on Campaign results. Brand will make such claims only where they are truthful and substantiated under the laws of each jurisdiction where they are made.

11. Indemnity

11.1 Indemnification by Brand. Brand will defend, indemnify, and hold harmless Kanarie and its officers, directors, employees, and agents from all third-party claims and regulatory proceedings, and related losses, damages, fines, penalties, and costs (including without limitation reasonable attorneys’ fees) arising out of or relating to: (a) any Incentive or Test Product, including bodily injury, death, or property damage; (b) the Brand's Campaign Terms or Incentives; (c) Brand's use of Tester Data or Kanarie’s processing of Tester Data in accordance with these Terms and Brand’s instructions; (d) Brand Materials; or (e) Brand's breach of Section 8.3 (Tester Lists), Section 8.4 (Compliance with Laws), or the DPA.

11.2 Indemnification by Kanarie. Kanarie will defend the Brand against any third-party claim alleging that the Services, as provided by Kanarie and used in accordance with these Terms, infringes that third party's intellectual property rights. Kanarie will indemnify the Brand for damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Beta Features, Brand Materials, Tester Lists, Test Products, third-party services, or combinations with items not provided by Kanarie. If such a claim arises, Kanarie may, at its option: (a) procure the right for the Brand to continue using the Services; (b) modify the applicable portion of the Services to make it non-infringing; or (c) terminate the affected Order and refund any prepaid fees for the unused Subscription Term.

11.3 Procedure. The indemnified party will: (a) give prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement, but the indemnifying party may not settle in a manner that imposes liability or admission on the indemnified party without its consent; and (c) give reasonable cooperation at the indemnifying party's expense.

12. Participation

12.1 Voluntary Participation. Applying for and taking part in Campaigns is voluntary. Brands set eligibility criteria and select Testers. You will have the opportunity to review Campaign Terms before enrolling. By enrolling in a Campaign, you agree to the applicable Campaign Terms. Campaign Terms form an agreement between you and the applicable Brand, and they supplement these Terms. Withdrawal from a Campaign may affect Incentives as described in the Campaign Terms.

12.2 Honest Participation. You agree to: (a) use Test Products as instructed; (b) complete tasks in good faith; and (c) give truthful Feedback based on your actual experience. You are free to give negative Feedback. No Brand may condition an Incentive on positive Feedback. Report any attempt to do so to support@kanarie.io. As a Tester, you are not an employee, agent, or partner of Kanarie.

12.3 Feedback License. Each Tester grants the Brand that runs a Campaign, and Kanarie, a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, and create derivative works of the Tester's Feedback for that Campaign. To the extent permitted by law, you waive, or agree not to assert, any moral rights in Feedback for these purposes.

13. Health, Safety, and Device Data

13.1 Your Health and Safety. Some Campaigns may involve physical activity. Consider whether a Campaign is appropriate for your health and fitness and consult a physician before starting any new physical activity program. Follow all instructions and warnings. Stop using a Test Product immediately if you experience pain, discomfort, an allergic reaction or any adverse effect, and report it through the Tester App.

13.2 Risks of Testing. Testing products, including prototypes, involves risks. For Testers outside a Consumer Law Jurisdiction, to the extent permitted by law, you voluntarily assume those inherent risks. This Section does not release any Brand from liability for defects in its Test Products or for negligence causing death or personal injury, gross negligence, or willful misconduct.

13.3 Connected Devices and Consents. Connecting a Connected Device to the Services is optional unless a Campaign requires it, and Campaign Terms will disclose any such requirement before you enroll. If you connect a Connected Device, we collect the categories of Device Data you authorize, based on your explicit consent where required by law. You may disconnect at any time through the Tester App or the device provider's settings. Connected Devices and their apps are governed by their providers' own terms and privacy policies. Kanarie is not responsible for Connected Devices or any other third-party devices or services. Device Data may be inaccurate or incomplete. DEVICE DATA AND ANY SERVICE INSIGHTS DERIVED FROM IT ARE FOR PRODUCT TESTING ONLY. THEY ARE NOT MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND THE PLATFORM IS NOT A MEDICAL DEVICE.

If you ask a device manufacturer to make your Device Data available to us under Regulation (EU) 2023/2854 (the EU Data Act), we will use that data only for the purposes and under the conditions you agreed. We will not use it to develop a product that competes with your device. We will share it with Brands only as you direct.

13.4 No Medical Use. The Services do not monitor your health, and no one reviews Device Data for medical purposes. Do not rely on the Services for any health or emergency need.

14. Test Products and Incentives

14.1 Test Products. Campaign Terms state whether you may keep a Test Product or must return it. Title to returnable Test Products remains with the applicable Brand. You must return Test Products in the condition received, ordinary wear and testing excepted, by any stated deadline, using the shipping method provided. If you fail to return a Test Product as required, you may forfeit any Incentives for that Campaign and lose eligibility for future Campaigns.

14.2 Incentives. A Brand may offer an Incentive to Testers for their participation in the Brand’s Campaign. Brands that offer Incentives will administer and pay all Incentives entirely outside the Services. Any Incentive is solely an arrangement between the Brand and the Tester. Kanarie is not a party to that arrangement. At this time, Kanarie does not offer, fund, guarantee, process, hold, transmit, or distribute any Incentive, nor does it set, approve, or verify the amount, form, eligibility criteria, or timing of any Incentive. Kanarie has no obligation to monitor or enforce the delivery of any Incentive and will have no liability for any Incentive. This includes any failure, delay, or error in its delivery and any tax or legal consequence of it.

14.3 Confidentiality of Test Materials. Unless a Campaign expressly permits otherwise, Testers must: (a) use Test Materials only to take part in the Campaign; (b) not disclose, post, photograph for public sharing, livestream, sell, or transfer Test Materials or information about them; and (c) take reasonable care to prevent others from viewing or using Test Products. These obligations continue until the Brand publicly releases the information or Test Product. Nothing in these Terms prevents you from: (i) reporting a product safety concern or suspected unlawful conduct to a government authority; (ii) making disclosures protected by whistleblower laws; or (iii) publishing an honest review of a product after it has been publicly released.

These obligations do not apply to information that is or becomes public through no fault of the Tester, or that the Tester is legally required to disclose. If legally permitted, the Tester must notify the Brand or Kanarie before any legally required disclosure.

14.4 Tester Indemnification. Each Tester will defend, indemnify, and hold harmless Kanarie and its officers, directors, employees, and agents from all third-party claims and related losses, damages, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) the Tester's breach of these Terms, including any applicable Campaign Terms; (b) the Tester's Feedback, to the extent it infringes a third party's intellectual property rights or violates applicable law; or (c) the Tester's misuse of a Test Product in a manner not consistent with the Brand's instructions or these Terms. The procedures in Section 11.3 apply to claims under this Section.

15. Dispute Resolution (U.S. Testers Only)

15.1 Scope. This Section 15 applies only to Testers residing in the United States. It does not apply to Brands, or to Testers residing outside the United States.

15.2 Informal Resolution. Before starting arbitration, you and Kanarie agree to try to resolve any dispute informally for sixty (60) days. The process starts with a written notice describing the claim and the relief sought, sent to legal@kanarie.io or, for notices to you, to your account email.

15.3 Binding Arbitration. Except as provided in Section 15.5, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The Federal Arbitration Act governs this Section 15. The arbitrator decides all issues except disputes about the scope, enforceability or validity of the class action waiver in Section 15.4, which a court decides. Arbitration will take place in your county of residence or by video conference. Kanarie will pay all filing and arbitrator fees above the amount you would pay to file in court.

15.4 Class Action Waiver. YOU AND KANARIE MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a claim, that claim will proceed in court, stayed pending arbitration of individual claims.

15.5 Exceptions. Either party may: (a) bring an individual claim in small claims court; or (b) seek injunctive relief in court for misuse of intellectual property or confidential information.

15.6 Opt-Out. You may opt out by emailing legal@kanarie.io within thirty (30) days after you first accept these Terms. Include your name, account email, and a clear statement that you opt out of arbitration.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Subject to Section 15, the courts in Denver, Colorado have jurisdiction.

If you are a consumer residing in a Consumer Law Jurisdiction: (a) these Terms are governed by the laws of Delaware, but you keep the protection of the mandatory provisions of the law of your country, province, or territory of residence; and (b) nothing in these Terms requires you to arbitrate a dispute. After a dispute arises, you may agree to refer it to arbitration if you choose.

17. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KANARIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. KANARIE MAKES NO WARRANTY ABOUT ANY TEST PRODUCT, BRAND, TESTER, CONNECTED DEVICE, OR DEVICE DATA.

If you are a consumer in a Consumer Law Jurisdiction, this Section does not affect statutory warranties, guarantees, or conformity rights that cannot be excluded under your local law.

18. Limitation of Liability

18.1 Exclusion of Damages. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BRAND’S BREACH OF SECTION 8.3, SECTION 8.4 OR THE DPA, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA.

18.2 Cap. KANARIE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED: (A) FOR BRANDS, THE FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; AND (B) FOR TESTERS, THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS PAID BY KANARIE TO THE TESTER IN THAT PERIOD.

18.3 Consumer Law Jurisdictions. If you are a consumer residing in a Consumer Law Jurisdiction, Sections 18.1 and 18.2 apply only to the extent permitted by the mandatory law of your place of residence. Kanarie remains liable for the consequences of its own acts and those of its representatives where that law prohibits excluding such liability. For consumers in the EEA, UK and Switzerland, Kanarie is liable without limitation for intent and gross negligence. For slight negligence, Kanarie's liability is limited to breach of essential contractual obligations and to damages that are typical and foreseeable.

19. Term, Suspension, and Termination

19.1 Term. For Testers, these Terms are effective until you close your account, which you may do at any time. For Brands, these Terms are effective until the applicable Order Term for the Services has expired or the Order is terminated as expressly permitted herein. Unless otherwise stated in an Order, the initial term for any subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the "Subscription Term"), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Brand may give notice of non-renewal by sending an email to billing@kanarie.io. If no subscription start date is specified on the applicable Order, the subscription starts when Brand first obtains access to the Services. By agreeing to an Order, Brand is agreeing to pay applicable fees for the entire Subscription Term. Brand cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 19.1 or Section 19.3 (Termination for Cause).

19.2 Suspension by Kanarie. Kanarie may suspend a user's access to the Services if: (a) the user materially breaches these Terms; (b) the user's use poses a security, safety or legal risk; or (c) Kanarie is required to do so by law. Kanarie will have no liability for taking action as permitted above. For avoidance of doubt, Brand will remain responsible for payment of fees during any suspension period. Unless these Terms have been terminated, Kanarie will cooperate with you to restore access to the Services once it verifies that you have resolved the condition requiring suspension.

19.3 Termination for Cause. Either party may terminate these Terms, including any related Order, if the other party: (a) fails to cure any material breach of these Terms (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; or (b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Kanarie terminates an Order pursuant to the foregoing, Brand will be responsible for the fees due for the entire Subscription Term. Additionally, if Brand terminates during the Subscription Term for any reason other than the foregoing, Brand will be responsible for the fees due for the entire Subscription Term.

19.4 Effect of Termination. Upon any expiration or termination of these Terms or any Order: (a) your right to use the Services ends and you must immediately cease use of the Services; and (b) a Brand’s right to access any Brand Materials in the platform will cease, and Kanarie’s obligations with respect to Brand Materials following termination will be as set forth in Section 19.5 below. If Kanarie terminates these Terms for cause as provided in Section 19.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Brand. Upon any expiration or termination of these Terms, all accrued and unpaid fees through the effective date of termination will become immediately due and payable. Except where these Terms specify an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

19.5 Brand Materials Export and Deletion. Brand may export Brand Materials from its account at any time during the Subscription Term using standard features Kanarie makes available within the platform. Following expiration or termination, Brand’s ability to access Brand Materials through its account will no longer be available. However, upon written request within thirty (30) days following expiration or termination (the "Export Period"), and provided Brand has paid all outstanding fees, an export of Brand Materials may be available as a professional services engagement, subject to Kanarie’s then-current fees. Kanarie makes no warranty regarding the integrity, completeness, or timeliness of exported data. After the Export Period, Kanarie may delete all Brand Materials in its possession or control, except to the extent prohibited by applicable law, and will not be required to remove Brand Materials from backup systems until such backups are deleted in the ordinary course.

19.6 Survival. The following Sections survive any expiration or termination of these Terms: 4 (Suggestions), 5 (Beta Features), 6 (Intellectual Property), 7 (Privacy and Security), 8.3 (Tester Lists), 8.4 (Compliance with Laws), 11 (Indemnity), 12.3 (Feedback License), 14.3 (Confidentiality of Test Materials), 14.4 (Tester Indemnification), 15 (Dispute Resolution), 16 (Governing Law and Jurisdiction), 17 (Disclaimers), 18 (Limitation of Liability), 19.4 (Effect of Termination), 19.5 (Brand Materials Export and Deletion), 19.6 (Survival), 20 (Miscellaneous), and 21 (Definitions).

20. Miscellaneous

20.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under these Terms without the advance written consent of the other party (which must not be unreasonably withheld), except that Kanarie may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 20.1 will be null and void.

20.2 Notices. Any notice or communication to Kanarie under these Terms must be in writing and sent to Kanarie, Inc., PO Box 270463, Louisville, CO 80027, USA. Kanarie may send notices to the e-mail addresses on your account or, at Kanarie’s option, to an address listed on an Order. Kanarie may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Kanarie’s website. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Kanarie is not responsible for any automatic filtering you or your network provider may apply to email notifications.

20.3 Publicity. Unless otherwise specified in the applicable Order, Kanarie may use Brand’s name, logo, and marks to identify Brand as a Kanarie client on Kanarie’s website and other marketing materials.

20.4 Independent Contractors. The parties to these Terms are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

20.5 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

20.6 Amendments; Waivers. Kanarie may update or modify these Terms (including any referenced policies and other documents referenced herein) from time to time by giving reasonable notice and posting a revised version on Kanarie’s website or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications will become effective upon posting or notification, and continued use of the Services following the update will constitute acceptance of the updated Terms. Except as otherwise described in this Section 20.6, any modification, supplementation, replacement, novation or amendment to these Terms must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver of any provision of these Terms will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of these Terms will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

20.7 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect, and all other provisions remain in full effect.

20.8 Attorneys’ Fees and Costs. In any action by Kanarie to (a) collect unpaid fees or amounts owing under these Terms, (b) enforce its intellectual property rights, or (c) enforce your compliance with the use restrictions and related obligations set forth in these Terms, Kanarie, if it is the substantially prevailing party, will be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.

20.9 Entire Agreement. These Terms, including any Order and the documentation incorporated herein by reference, represent the parties’ complete and exclusive understanding relating to the subject matter of these Terms. These Terms supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Services or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted. Any terms provided by Brand (including as part of any purchase order or other business form used by Brand) are for administrative purposes only and have no legal effect.

21. Definitions

"Applicable Data Protection Laws " means all laws and regulations that apply to the collection, use, disclosure, or other processing of Tester Data, or to communications with Testers.

"Authorized Users" means a Brand’s employees, contractors, and agents who use the Brand-facing interface of the Services.

"Brand" means a business that uses the Services to recruit, engage, and manage Testers and run Campaigns.

"Campaign" means a product field test, study, survey or other engagement that a Brand creates on the Services.

"Campaign Terms" means the Campaign-specific requirements a Brand publishes for a Campaign. These may include eligibility criteria, test duration, tasks, Incentives, product return requirements, categories of Tester Data requested, Brand privacy policy, and any additional terms a Brand provides for a Campaign.

"Connected Device" means a smartwatch, fitness tracker, smart personal device, or other device and its associated third-party application or cloud service (for example, Garmin Connect), that a Tester links to the Services.

"Consumer Law Jurisdiction" means the European Economic Area, the United Kingdom, and Switzerland.

"Device Data" means data the Services receive from a Connected Device or imported or uploaded from other supported devices, files, apps, and services. Examples include heart rate, heart rate variability, steps, distance, pace, GPS route and location, sleep, respiration, stress scores, pulse oximetry, calories, body composition and activity records.

"Feedback" means survey responses, ratings, reviews, comments, photos, videos, test logs, and other input a Tester submits about a Test Product or Campaign.

"Incentive" means any compensation, payment, gift card, discount, free or discounted product, sweepstakes entry, or other benefit or thing of value that a Brand offers or provides to a Tester in connection with any Campaign.

"Test Materials" means Test Products, and any non-public information about Test Products, Campaigns or Brands, made available to Testers.

"Test Product" means any product, prototype, sample, software, service or component provided or identified by a Brand for testing.

"Tester" means an individual who creates a tester account for the Services.

"Tester App" means the Tester-facing interface of the Services.

"Tester Data" means information about a Tester, including Device Data and Feedback, made available to a Brand through the Services.

“Tester List” means any list, file, or other compilation of Testers that Brand provides to Kanarie or uploads to the Services.