|Date Posted: December 20, 2012
These Terms of Service (the "Terms")
constitute the entire agreement, and the only agreement (except
as otherwise set forth herein), between Compuware Corporation.
("Compuware") and participants
in the Gomez PEER Direct Payment Program (the "Program").By completing an application and having that application approved
by Compuware, as further described in these Terms, you may become a
participant in the Program and have access to the Gomez PEER software
application (the "Software") (as described further herein,
access and use of the Software is governed by a separate End User
License Agreement, "EULA").
Pursuant to these Terms, Compuware may, subject to certain conditions,
compensate you for your participation in the Program based on the
amount of time that your personal computer is connected to the Internet
and running the Software and for the amount of time that your personal
computer processes work through the Software. Failure to adhere
to these Terms may, at Compuware's option, result in your disqualification
from the Program.
Compuware may amend these Terms at any time and from time to time
by posting the amended Terms on the Gomez PEER Zone Web site (the "Site").
The amended Terms will take effect and become part of these Terms
thirty (30) days after they are initially published on the Site.
By continuing to participate in the Program following such amendments,
you agree to be bound by the Terms as amended. If you have any questions
regarding these Terms, the Site or the Software, please contact us.
Gomez PEER. An individual
who has applied to become a participant in the Program, whose application
has been approved by Compuware, and who has downloaded, installed,
and run the Software on his/her System in accordance with the href="/eula/">EULA.
System. A System is any laptop
or desktop computer on which the Gomez PEER software is installed. The PEER software must be installed and run on a physical desktop or laptop computer. Virtual machines are not recognized as legitimate systems. Running the PEER software on a virtual machine will result in account deactivation. Running the PEER software through a cloud provider and/or datacenter will also result in account deactivation.
System Characteristics. System
Characteristics will include, but are not limited to, geographic
location, connection type, and Internet service provider. Note that
access to the Software may be limited from time to time depending
on the service provided by your Internet service provider or other
System Activity. System Activity
is defined as a Gomez PEER's current and historical Online Time
and Processing Time.
Online Time. Online Time is
the number of minutes that a Gomez PEER's System is running the
Software while connected to the Internet. After installing the Software,
it will periodically communicate with Compuware's servers through the
Internet, signal that it is available for work, and request a work
unit. Gomez PEERs will be credited for Online Time approximately
every 15 minutes that the Software is running while an Internet
connection is present and the Software is able to communicate with
Processing Time is the number of minutes a Gomez PEER's
System is processing work for Compuware while an Internet connection
is present and the Software is able to communicate with Compuware's
servers. Based on a Gomez PEER's System Characteristics, the System
will receive instructions through the Software to autonomously test
the responsiveness and performance of the Web and certain Web sites.
Earnings Period is defined as one month beginning with the
first calendar day of the month to the last calendar day of the
month. For example, July 1 to July 31 is one Earnings Period.
Earnings Closing Date. The
last calendar day of the month. For example, July 31.
How the Program works:
Approval Process. You must fully complete the online application
form and download, install, and run the Software in accordance with the
EULA to be considered for the Program.
Compuware will review your application and, at its sole discretion, determine
whether to approve or deny your application to participate in the Program.
Compuware may base its decision to approve or not approve your application on
your System Characteristics and/or, System Activity, and Compuware will rely
entirely in that regard on the information submitted by you through the
online application form and other verifiable information using various system
detection methods. Compuware reserves the right to change the status of any Compuware
PEER to "Active", "Inactive", or "Pending" at any time for any reason or no reason
whatsoever without notice, and reserves the right to reject any application to become
a participant in the Program for any reason or no reason whatsoever without notice.
Account Status. Account Status determines whether Gomez PEERs
are eligible for payments for Online Time and Processing Time. After
Compuware reviews each application and recognizes that the potential
Gomez PEER is running the Software, Compuware will designate each
Gomez PEER an "Account Status," defined as follows:
Active. Gomez PEERs who have been selected by Compuware to receive payments for Processing Time. Selection is based,
in Compuware's sole discretion, on the current Compuware business need
for Gomez PEERs with certain System Characteristics and System
Activity. "Active" Gomez PEERs will receive monthly payments
based on the conditions set forth in the "Payment Information"
section and elsewhere in these Terms.
Pending. Gomez PEERs that have not been selected by Compuware to be an "Active" Gomez PEER. After reviewing your application, PEERs with System Characteristics and System Activity that do not meet Compuware's current business needs are designated as "Pending". These Gomez PEERs may or may not meet or be meeting the minimum daily and monthly thresholds. Selection is based, in Compuware's sole discretion, on the current Compuware business need for Gomez PEERs with certain System Characteristics and System Activity. "Pending" Gomez PEERs are not compensated for Processing Time; however, all Gomez PEERs are eligible for referral payments. If a Gomez PEER's status is changed to "Active", the Gomez PEER is eligible to receive earnings for Processing Time that accrued in the Earnings Period in which the respective Gomez PEER became "Active." Any potential earnings accrued while in "Pending" status will not be carried over to the next Earnings Period.
Inactive. Compuware has not received or reviewed your application,
or your account has been found to be in violation of our Terms of Service.
"Inactive" Gomez PEERs are not compensated for Processing Time; however, all Gomez PEERs are eligible
for referral payments. If the Gomez PEER's status is changed to
"Active", the Gomez PEER is eligible to receive any pending
earnings for Processing Time that accrued in the
Earnings Period in which the respective Gomez PEER became "Active."
Any potential earnings accrued while in "Inactive" status
will not be carried over to the next Earnings Period.
NOTE: Compuware will select "Active" Gomez PEERs at its sole discretion,
and neither running the Software nor being approved as a Gomez PEER, in the
absence of being designated as an "Active" account, will entitle any Gomez
PEER or any other individual or entity to any payments from Compuware. The Account
Status is displayed on the PEER software application window.
Processing Time Payments. To be eligible for Processing Time payments for any given day, you must be an "Active" Gomez PEER.
Processing Time is earned according to the current rates posted on the Site.
Referral Bonus. Referral Bonuses can be earned by Gomez PEERs
for referring potential Gomez PEERs on the Site. To be eligible
for Referral Bonuses, Gomez PEERs may have an "Active,"
"Pending," or "Inactive" Account Status. By
entering referral information, including the corresponding e-mail
address, the Gomez PEER grants Compuware permission to send e-mail
messages to the referred recipient's e-mail address. The referred
recipient has the option to accept or decline receipt of additional
e-mail messages from Compuware. There is no maximum number of referred
Gomez PEERs allowed per username account. Gomez PEERs can earn
money from referrals according to the current rates posted on the Site. Referred potential Gomez PEERs must
meet the following conditions before referring Gomez PEERs earn
the referral bonus:
The referred potential Gomez PEER must:
1. Complete the application form and indicate the referrer's valid
2. Have that application approved by Compuware (which approval or denial
of approval shall be in Compuware's sole discretion)
3. Download, install, and run the Software.
4. Be selected as an "Active" Gomez PEER.
Fulfillment. Gomez PEERs will accrue earnings on a monthly basis
starting on the first day of each month and ending on the last day
of each month. For example, July earnings will accrue between July
1 and July 31 (Earnings Period). And in this example, July 31 is
the Earnings Closing Date.
Compuware will distribute payments either through a third-party electronic
payment service (fulfillment partner) or by other means, at its
own discretion. Currently, Compuware distributes payments through its
fulfillment partner PayPal. Therefore, Gomez PEERs are required
to register for a free PayPal account at www.paypal.com
to be eligible to receive any payments hereunder. Current PayPal
users do not have to register for another account. If Compuware's
fulfillment partners change, Compuware will notify all Gomez PEERs
and distribute payments either though another third-party electronic
payment service (for which registration by the Gomez PEERs may
be required as a condition of any payments) or by other means, at
its sole discretion.
Due to account reconciliation, Gomez PEERs eligible for payment
for Processing Time, Online Time or Referral Bonuses ("Active"
Gomez PEERs only) will have funds deposited into their PayPal accounts
before the next Earnings Closing Date as long as they meet
the Minimum Monthly Payment threshold that is defined below. Please allow a minimum of 10-15 business days from the Earnings Close Date for payment to appear in your account. Payments
are subject to all limitations set forth in these Terms.
Compuware will keep accounting records of such payments only up to
the point that they are submitted to the fulfillment partner. Compuware
will not be held responsible for any mishandling or account transactions
that take place after the payment list is presented to the fulfillment
partner. However, Compuware will reconcile any payment discrepancies
that occur due to Compuware's error. Payment issues will only be looked into within 6 months of the Payment Date.
Note: Compuware reserves the right to withhold or cancel any and
all payments hereunder if there is evidence or suspicion of fraud,
material misstatements or omissions in any application, or if there
is insufficient or incorrect information which makes it commercially
impracticable to complete the payment transaction, or for any other
reason which Compuware at its sole discretion deems significant enough
to warrant such a cancellation of payment.
Minimum Monthly Payment. Gomez PEERs must accrue a minimum monthly
amount of earnings before payments are distributed electronically
through the Gomez PEER's PayPal account. The current minimum monthly
payment accrual amount is listed on the current rates on the Site. The Minimum Monthly Payment amount can be
a combination of Processing Time and/or Referral Bonuses
payment amounts. If the Minimum Monthly Payment amount is not met
during the current Earnings Period, the account balance will be
carried forward and applied to the next Earnings Period.
Maximum Payment Amount. All payments are subject to a monthly maximum
according to the current rates
posted on the Site. Earnings accrued in excess of the Maximum Payment
Amount will not be paid or carried forward to the next Earnings
Period. This payment limit is determined by Compuware at its sole discretion
and is subject to change at any time without notice.
All payment schedules are listed on the current rates on the Site, and are subject to change, at Compuware's sole
discretion, at any time without notice.
Gomez PEER responsibilities:
Age. You must be at least 18 years of age in order to participate
in the Program.
Application. You must complete Compuware's online application form
as well as download, install, and run the Software in accordance
with the EULA to be considered for
the Program. When you submit an application, you agree that you
will keep any passwords Compuware provides you confidential and notify
Compuware within 24 hours of any unauthorized disclosure or use of
your any password; unauthorized use of your account, or other breach
Account Information. When submitting an application to become a
Gomez PEER, you agree to provide accurate and complete information
that includes, but is not limited to, personal, payment, and System
information (collectively, "Account Information"). This
information is collected for use in payment distribution and Account
status assignment. Compuware reserves the right to cancel payments
and/or deactivate accounts that are discovered to be false, inaccurate
or fraudulent in any way, or which are based on or include false,
inaccurate or fraudulent Account Information. By furnishing Account
information to Compuware, you expressly authorize Compuware (and its agents)
to use such Account Information in accordance with
Policy . You expressly represent and warrant to Compuware (and
its agents) that you have the right to provide all such Account
Information to Compuware.
Unique PEER Account. Gomez PEERs are limited to one unique PEER
account. A unique PEER account is defined as the application information
from one individual that has one username and one e-mail address.
Gomez PEERs may have multiple Systems running the Software, but
all such Systems must be identified with and registered under the
same PEER account (username and e-mail address). If duplication
of accounts is detected, Compuware reserves the right to cancel payment
and/or deactivate all of the accounts involved in the duplication. The PEER software must be installed and run on a physical desktop or laptop computer. Virtual machines are not recognized as legitimate systems. Running the PEER software on a virtual machine will result in account deactivation. Running the PEER software through a cloud provider and/or datacenter will also result in account deactivation.
E-mail Address. By accepting these Terms, you agree to allow Compuware
to use your account e-mail address. Your e-mail address is used
to process payments and as a primary source of contact information.
Compuware reserves the right to cancel payments and/or deactivate accounts
with an invalid e-mail address listed on the account.
Gomez PEER. Installation and usage of the Software is governed
by the EULA. By using the Software,
you agree to allow Compuware to send information to your System using
your active Internet connection and to allow the Software to use
your available System resources to process work requests. You agree
to not hold Compuware liable for any damages that may occur as a result
of using the Software, including without limitation damage to your
System or degradation in the performance of your System.
Fraudulent reporting of Online Time and Processing Time. Gomez
PEERs that modify the Software or their System to inaccurately or
fraudulently report Online Time and Processing Time (System Activity)
will be immediately deactivated without notice and will forfeit
all accrued, current and future earnings. Gomez PEERs will also
be liable for any damages (financial or technical) that Compuware experiences
due to the foregoing. Compuware also has the right to recoup payments
that have been made to Gomez PEERs that inaccurately or fraudulently
report System Activity.
Confidentiality. You shall not disclose, provide, or otherwise make available any material about the operation of the PEER software or the tests executed by the peer in any form to any third party without the prior written consent of Compuware. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material.
Gomez PEER Representations, Warranties
In consideration of your participation in the Program, use of the
Site and/or use of the Software, you agree to: (a) provide true,
accurate, current and complete information about yourself; and (b)
to maintain and update this information to keep it true, accurate,
current and complete. If any information provided by you, at any
time, is untrue, inaccurate, not current or incomplete, Compuware has
the right to terminate your participation in the Program and to
not make any accrued, current or future payments to you pursuant
to or in connection with the Program.
You acknowledge and agree that you must: (a) provide for your own
access to the World Wide Web and pay any service fees and telephone
charges associated with such access, and (b) provide all equipment
necessary for you to make such connection to the World Wide Web,
including a computer and modem.
By participating in the Program, using the Site and/or using the
Software, you agree that participation in the Program and use of
the Site and Software are entirely at your own risk. THE PROGRAM,
SITE AND SOFTWARE ARE ALL PROVIDED "AS IS," WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS,
OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE PROGRAM,
SITE OR THE SOFTWARE. SPECIFICALLY, COMPUWARE DISCLAIMS ANY AND ALL
WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING
THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION,
AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER
OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE
OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT,
DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION
LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION
OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR,
NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
NEITHER COMPUWARE NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS,
AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU
OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM OR USE OF THE
SITE OR SOFTWARE OR INABILITY TO GAIN ACCESS TO OR USE THE PROGRAM,
SITE OR SOFTWARE OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF COMPUWARE,
ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, AND CONTENT
OR SERVICE PROVIDERS RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST
EXTENT PERMITTED BY SUCH STATE LAW.
RESOURCE AUTHORITY. Compuware does not encourage the use of the Software
on work or school PC's unless it is done in accordance with corporate
or school policies, respectively, and by an individual who has been
granted the authority, by the business or school, to make this determination.
Compuware is not responsible for violations of company or school policies
with respect to installing/running applications on corporate or
educational networks. By agreeing to these Terms, you are stating
that you have the necessary authority over the resources you are
committing to service. If it is determined by your employer, your
educational institution or Compuware, that you did not have such authority,
the sole and exclusive remedy is to discontinue using the Site and
Compuware is the owner and/or authorized user of any trademark, registered
trademark and/or service mark associated with the Program, and is
the copyright owner or licensee of the content and/or information
associated with the Program. Compuware does not hereby grant any license
or other authorization to any user of its trademarks, registered
trademarks, service marks, or other copyrightable material or other
You agree to defend, indemnify and hold harmless Compuware, its officers,
directors, employees, agents, successor and assigns from and against
any suits losses, claims, demands, liabilities, costs and expenses,
including reasonable attorneys' fees, that they may sustain or incur
as a result of any claim against them based upon negligence, breach
of warranty, strict liability in tort, contract or any other theory
of law brought by you or by other third parties arising out of,
directly or indirectly, your participation in the Program, your
use of the Software or your use of the Site or by reason of your
failure to perform your obligations described in these Terms.
Failure to Comply With Terms and Conditions
You acknowledge and agree that Compuware may terminate your participation
in the Program without prior notice if you engage in any conduct
or activities that Compuware at its sole discretion believes violate
any of these Terms, violate the rights of Compuware, or is otherwise
inappropriate for continued participation in the Program. In such
event, you further acknowledge and agree that Compuware may terminate
any and all accrued, current and future payment obligations to you
in connection with the Program.
Relationship of Parties:
Gomez PEERs are independent contractors and not, as such, agents
or employees of, and have no authority to bind, Compuware by contract
or otherwise. Gomez PEERs will participate in the Program under
the general direction of Compuware and subject to these Terms. You
will report as income any and all compensation received by you under
these Terms. You will indemnify Compuware and hold it harmless from
and against all claims, damages, losses and expenses, including
reasonable fees and expenses of attorneys and other professionals,
relating to any obligation imposed by law on Compuware to pay any withholding
taxes, social security, unemployment or disability insurance, or
similar items in connection with any compensation received by you
pursuant to this Agreement. Unless otherwise eligible, you will
not be entitled to participate in any plans, arrangements, or distributions
by Compuware pertaining to any bonus, stock option, profit sharing,
insurance or similar benefits for Compuware's employees.
Unless stated otherwise, all notices will be sent by e-mail:
(i) by you to email@example.com or
(ii) by Compuware either to the e-mail address you provide to Compuware
during the application process or other address that you specify
E-mail notices will be read within 72 hours of being sent,
unless the sender is notified that the e-mail address is invalid
or returned undeliverable. Alternatively, Compuware may provide notice
by certified mail, postage prepaid and return receipt requested,
to the address provided to Compuware on the Compuware PEER's registration
Compuware will not be responsible for delays or failures in performing
its obligations under these Terms due to any cause beyond its reasonable
These Terms shall be governed by the laws of the State of Massachusetts
without regard to conflict of law provisions and as if
made and to be performed entirely within the State of Massachusetts.
The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to these Terms and is strictly excluded.
The parties hereby consent to the jurisdiction and venue of the
state and federal courts of Massachusetts.
These Terms, and the other terms and conditions incorporated by
reference or otherwise referred to herein, constitute the entire
agreement between the parties with respect to the subject matter
that they describe, and supersede all prior proposals, negotiations,
conversations, discussions and agreements between the parties concerning
the information they cover.
If any section of these Terms is found to be invalid or unenforceable
in any jurisdiction, then the meaning of that section will be interpreted,
to the extent feasible, in a way that renders it enforceable. If
no feasible interpretation is possible, the section will be severed
from the rest of these Terms and the rest of the Terms will remain
in full force and effect.
The section headings are for convenience only; they form no part
of the terms and conditions of the Terms and will not affect the
interpretation of these Terms.
These Terms will be binding upon and enforceable by the parties
they describe and their respective heirs, personal representatives,
successors and assigns.
The failure of Compuware to enforce or require enforcement of any
provisions of these Terms will not constitute, or be construed to
be, a waiver of the Terms' provisions, nor will it affect Compuware's
right to enforce all provisions of these Terms thereafter.