Acceptance of the End User License Agreement & Terms of Use

This End User License Agreement ("EULA") is entered into by and between you or the company that you represent ("you") and PONDER LY Inc., together with its affiliates and subsidiaries ("Company," "we," or "us"). The following terms and conditions, together with any documents that they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of the content, functionality, and services available on or through the uniform resource locator ("URL") http://www.PONDER.LY/login (the "Portal"), including any additional content, functionality, and services offered on or through the URL (http://www.PONDER.LY collectively with the Portal, the "Website")

The following terms and conditions govern your use of and access to the Ponder.ly® platform, including any content, information, products or services made available through the platform (the "Services"). Please read them carefully. By using or accessing the Services in any manner, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, you may not use or access the Services in any manner.

If you are entering into this Agreement on behalf of a company or other legal entity or person, your acceptance represents that you have the authority to bind such entity or person to these Terms and our Privacy Policy. In that case, "you" and "your" will refer to that entity or person.

We may make changes to these Terms from time to time. If we do, we will post the updated Terms on this page and update the "Last Updated" date at the top of these Terms. If we make material changes to these Terms, we will provide you with additional notice, such as by sending you an email or displaying a prominent notice on the Ponder.ly platform. Your continued use of the Services after we make changes to these Terms indicates that you agree to be bound by the revised Terms.

The Ponder.ly platform is a research management and collaboration tool that helps users organize, collect, and share their opinions. Some of the Services may be subject to additional policies, such as our Community Guidelines (found here: https://ponderly.com/community-guidelines).

General Terms

1. Account Terms

1.1 Reward Payouts: Ponder.ly pays our users Reward Payouts as rebates for actions leading to Ponder.ly earning commissions from Brands. Actions can include filling out lead forms or responding to surveys. If you leave the Ponder.ly website or app through a link in our Surveys section, it is up to you to decide what information you wish to share with Ponder.ly, and its third-party brands when filling out lead forms and answering forms. While Ponder.ly does not sell your personal information with other companies, if you choose to start a survey in exchange for Reward Payouts, limited personal information may be shared with our third-party survey provider in order to qualify you for a survey better and maximize your reward payouts. Additionally, if you choose to activate our Location Rewards service, your geolocation may be used to provide you with earning opportunities tailored specifically to your location.

1.2 Comunidad Payouts: Ponder.ly users can earn passive income through Comunidad payouts, whereby the aggregate survey question results and Ponder.ly insights from our users, potentially millions, can create value for both our comunidad and medical and/or market research. These anonymized products do not disclose any personally identifiable information. We will de-identify and aggregate information collected through the Services from our subscribers (or "Comunidad") so that this information can no longer be linked by 3rd parties (such as brands) to you or your device. Sit back, relax, and enjoy passive income, small at first but designed to grow as our comunidad grows.

1.3 Account Status

If you have an inactive Ponder.ly account, your account may be suspended without warning. To avoid this, keep your account balance above 0 points or access the Services at least once every 180 days.

2 Account Termination

Deactivating your account will terminate your access to the Services. Your account history will no longer be accessible through your account. You can deactivate your Ponder.ly Account by contacting us at https://www.Ponder.ly/contact or by clicking on the deactivate account button within your profile. If you have any questions or concerns, please don't hesitate to reach out to our team. If you have been terminated from using our site, you will not be eligible to create another account. However, we may reinstate your account if we feel that it is warranted based on our internal review. Multiple accounts are not allowed on our platform for security and safety reasons. If you believe you have been mistakenly flagged for having multiple accounts, please reach out to our support team for assistance. If a user is found to have multiple accounts, access to all accounts created after the original is subject to immediate termination, including the original.

3 Taxes

If you are based in the United States, you are responsible for any taxes associated with the income you generate via the Services. All payments from us to you in relation to the Services will be treated as inclusive of tax (when applicable) and will not be adjusted. 

In order to comply with all tax authorities, Ponder.ly reserves the right to disclose revenue information to said authorities when applicable. In addition, we may be required to send users a 1099-K form or other applicable tax documents. The filing of these tax forms is the sole responsibility of you, the end user.

4 Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED STRICTLY AND EXCLUSIVELY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR WITH RESPECT TO THE CONTENT ACCESSIBLE VIA THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5 Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PORTAL, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

6 Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of the EULA, these Terms of Use, or our Privacy Policy, or arising out of or relating to your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

7 Governing Law and Jurisdiction

All matters relating to the Website, the EULA, or these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the without State of Delaware giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the EULA, these Terms of Use, or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington, although we retain the right to bring any suit, action, or proceeding against you for breach of the EULA or these Terms of Use in your country of residence or any other relevant country or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

9 Arbitration

At Company's sole discretion, we may require you to submit any disputes arising from the EULA, these Terms of Use, or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

9 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE EULA, THESE TERMS OF USE, OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10 Waiver and Severability

No waiver by the Company of any term or condition set out in the EULA or these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under the EULA or these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of the EULA or these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the EULA or these Terms of Use, as the case may be, will continue in full force and effect.

11 Entire Agreement

The EULA, these Terms of Use, together with the Content Standards, and the Privacy Policy constitute the sole and entire agreement between you and PONDER LY regarding the Portal and other features of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website or access to the Portal.