Participant Terms & Conditions , previous version

This is a contract between "you", being a Participant, and the member of the Dipolar Group responsible for the instance of the Qualzy platform you are using as set out in the table below:

The contracting Dipolar Group applicable in the above table is referred to as "Dipolar", "we" or "us" in these Terms and Conditions.

By clicking "I Agree", or otherwise using and interacting with Qualzy, you agree to:

a) these terms and conditions, including the glossary; and

b) our Privacy Policy, available at Privacy Policy; together called the "Agreement".

All defined terms in this Agreement have the meaning given to them in the glossary, located at the end of these Terms and Conditions.

We provide Participants with access to a platform to participate in Engagements with other Participants on Projects created by Clients in order to generate qualitative and quantitative market research data for Clients.

You acknowledge and agree that, due to the nature of the Qualzy platform, any material you submit may automatically and without time delay be published on it. We are under no obligation to control, moderate, vet or curate in any way content that is displayed on the platform.

If you are an individual, you confirm that you are at least 18 years of age, or have parental consent if you are under 18 years of age, to become a Participant and use Qualzy.

At our absolute discretion, we may refuse to allow any person or entity to register or create an account on Qualzy.

We make no warranty as to the truth or accuracy of any aspect of any information provided by other Participants or a Client on Qualzy.

You acknowledge that we do not monitor or control the accuracy, appropriateness or suitability of any content submitted on the Qualzy platform. The Client is responsible for such moderating activities.

We have no obligation to any Participant to assist or involve ourselves in any dispute between Participants and/or Clients, although we may do so in order to improve Participant and Client experience.

You acknowledge that Qualzy may not be available at all times and that we may need to suspend access to Qualzy for technical malfunctions, internet outages, equipment failure, security purposes and the need for routine maintenance.

You will need to register an account with us on Qualzy in order to access certain services available on Qualzy ("Account"). If you register an Account, you will be asked to provide your email address and create a password as part of our security procedures. You must treat such information as confidential and you must not disclose it to any third party. If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at privacy@qualzy.com. You are responsible for any unauthorised use of your Account login details and information as a result of your failure to keep your Account login details and information secure and confidential or resulting from your breach of this Agreement.

When accessing and using Qualzy, you must:

When accessing and using Qualzy, you must not:

You represent and warrant that any Participant Generated Content or other information submitted on Qualzy:

If we, or a Client, reasonably believes or suspects that you have breached an obligation under this clause 4 or this Agreement, without limitation we reserve the right to terminate or suspend your Account and/or this Agreement in accordance with clause

Without limitation, we reserve the right to do any of the following without having to provide you with any notice:

These terms are for our benefit, and there may be additional terms and conditions introduced by the Client which regulate your relationship with it separately. Without limitation, these terms and conditions might regulate matters such as participation requirements and payments for Participants.

We are not a party to any agreement referred to in clause 6.1 and the agreement will be directly between you and the Client.

Clients are responsible for the design, implementation and running of their Projects on the Qualzy platform.

We make no representation or warranty in relation to Projects created by Clients or as to the performance of any party's obligations under any agreement between a Client and a Participant.

We may from time to time include Third Party Services on Qualzy. These Third Party Services are not a request of ours, and are not provided by us.

Third Party Services are offered to Participants pursuant to the third party provider's terms and conditions. Third Party Services may be promoted on Qualzy as a convenience to you and/or our Clients who may find the Third Party Services of interest or of use.

If you or a Client choose to engage with any Third Party Service provider, we are not a party to that agreement and that agreement will be directly between you and/or the Client and that Third Party Service provider.

We make no representation or warranty regarding any Third Party Services.

We own, or are licensed to use, all Intellectual Property Rights in Qualzy. Nothing in this Agreement gives you any rights, title or interest in any Intellectual Property Rights in Qualzy.

By posting, submitting or providing any Participant Generated Content on Qualzy, you grant us a world-wide, royalty-free, sublicensable licence to use, reproduce, modify and adapt the Participant Generated Content for the purpose of providing services to you and the Client and to enable you and the Client to use the Qualzy platform. We may grant a sublicence to the Client use the Participant Generated Content for any purpose contemplated by the relevant Project or agreed between you and the Client.

You must not submit any material to Qualzy if a third party has any Intellectual Property Rights in that material or the material contains the personal information of third party unless you have obtained the permission of that third party to submit the material. You must indemnify us against all liabilities and losses we sustain if any material, including Participant Generated Content, you post on or submit to Qualzy infringes any third party Intellectual Property Rights or privacy rights.

We are not responsible for any Client's or other Participants' use of your Participant Generated Content. You should refer to your agreement with the Client for information about any additional rights the Client gains in respect of your Participant Generated Content.

You assign to us any Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Qualzy platform or any other services we provide.

Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party's Confidential Information is the property of, confidential to or a trade secret of the Disclosing Party. The Receiving Party must:

The obligations of confidentiality under clause 9.1 do not apply to any information that:

a) is or becomes generally available to the public (other than by reason of a breach of this Agreement);

b) is published by a Participant on Qualzy; or

c) is required to be disclosed by any Applicable Laws or Regulations.

You may immediately terminate this Agreement at any time by written notice to us.

We may terminate this Agreement or any Account by providing you with 14 days' notice.

We may immediately suspend or cancel your Account and/or terminate this Agreement at any time if:

a) we reasonably suspect or believe that you have breached, or are likely to breach any of your obligations under this Agreement;

b) our agreement with the Client is terminated for any reason or any Project you are participating, or have participated, in is terminated or completed;

c) we are requested to do so by a Client in whose Project you are participating, or have participated, in or the Client terminates your Account;

d) we or the Client reasonably believes you have not adequately participated or engaged in, or completed in a timely manner, any activities related to the Project; or

e) we believe it is required to protect the Qualzy platform, our systems or other users of the Qualzy platform.

Sections 9 (Confidential Information), 10 (Termination or Suspension), 11 (Limitation of Liability), 12 (Indemnity), 16 (Mediation and Dispute Resolution) and 18 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of this Agreement.

If your Account or this Agreement is terminated for any reason then you must not without our consent (in our absolute discretion) create any further accounts with us and we may terminate any other Accounts you operate.

Except for any express warranty in this Agreement or any Non-excludable Condition, we exclude any warranties express or implied by any legislation, the common law, or otherwise.

Nothing in this Agreement excludes or limits our liability for:

Nothing in this Agreement affects your statutory rights.

Except for liability set out in clause ‎11.2 above, liability that cannot be excluded or limited by law, our obligations in under clause 12.2 and your liability under any indemnities in this Agreement, each party's total liability to the other party is limited to AU$50.

Except for liability in relation to a breach of any Non-excludable Condition that cannot be excluded or limited, each party excludes all liability to the other party and any third party for lost profits, lost revenue, lost savings, loss of opportunity, damage or loss of reputation, loss of your data or information and any consequential or indirect loss arising out of, or in connection with, Qualzy, and any claims by any third person, or this Agreement, even if the first party knew that loss was possible or the loss was otherwise foreseeable.

We will not be liable to you for any delay or failure to perform our obligations if such delay or failure is due to events that are beyond our reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.

You shall be responsible and indemnify us (and our directors, officers, employees, independent contractors and agents) for and against any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, "Losses"), arising from or related to your use (or any use authorised or facilitated by you) of the Qualzy platform, caused by or arising from any of the following:

a) your breach of clause 4 of this Agreement or any certification, covenant, obligation, representation or warranty in this Agreement;

b) violation of any third party right;

c) any claims that any Participant Generated Material or other material submitted or uploaded onto Qualzy, violates or infringes any third party Intellectual Property Rights or privacy rights, or has caused damage to a third party; and

d) our permitted use of any Participant Generated Material or other material (as modified, adapted or enhanced by you where applicable), trade marks and logos, or images and other materials that you provide to us under this Agreement,.

except to the extent the Losses were caused or contributed to by our breach of this Agreement or our negligence,

We will defend you, at our own cost against any claims made by a third party that the Qualzy platform (not including any Participant Generated Content or Client Content) used by you in accordance with this Agreement infringes that third party's Intellectual Property Rights ("Infringement Claim"). You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing, we will indemnify you for:

a) the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment; and

b) reasonable legal and other out-of-pocket expenses that you incur in giving the help to us referred to above.

We may modify this Agreement or the policies published on the Qualzy platform, including our privacy policy (and update the Qualzy pages on which they are displayed) from time to time. We will send notification of such modifications to your Qualzy account or advise you the next time you login.

When you actively agree to the terms (for example, by clicking a button saying "I accept") or use Qualzy in any manner after the notification referred to in clause 12.1, the modified terms will be effective immediately. In all other cases, the amended terms will automatically be effective 14 days after they are initially notified to you.

If you do not agree with any changes to this Agreement (or any of our policies), you must notify us and we will terminate your Qualzy Account, and you must also stop using the Qualzy services.

No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular you have no authority to bind us, our related entities or affiliates in any way whatsoever. All Third Party Services that may be promoted on the Qualzy platform are provided solely by such Third Party Service providers.

Except as stated otherwise, any notices you give to us must be given by registered ordinary post or by email, to our contact address as displayed on the Qualzy platform.

Except as stated otherwise, any notices we give to you may be given by registered ordinary post or by email to the contact address you provided at registration, to your Account or as a notification on the Qualzy platform.

Any notice shall be deemed given:

1. if sent by email, 24 hours after email is sent, unless the sender is notified that the email address is invalid or the email is undeliverable; and

2. if sent by pre-paid post, three Business Days after the date of posting if the notice is sent domestically, or on the seventh Business Day after the date of posting if sent internationally. In this section, "Business Day" means a day on which banks are open for general business in the city where the recipient is located, other than a Saturday, Sunday or public holiday.

Notices related to your agreement with a Client must be delivered to the Client using the Client contact address as provided at registration or as set out in the Client terms and conditions with you.

Notices related to performance of any Third Party Service must be delivered to the supplying Third Party as set out in Third Party Service Provider terms and conditions.

If you have any concerns or complaints about us or our service please contact us by emailing privacy@qualzy.com.

We encourage you to try and resolve disputes with us or Participants or the relevant Client directly.

We may, but are not required to, assist in the resolution of complaints or disputes you have with a Client or other Participant. If we agree to do so , you acknowledge and agree that we may, in our absolute discretion, provide your relevant information to other parties involved in the dispute.

If we provide information of Clients or other Participants to you for the purposes of resolving complaints or disputes under this clause, you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify us against any claims relating to any other use of information not permitted by this Agreement.

Where permitted under Applicable Laws and Regulations, the parties agree that each may bring claims against the other only in their individual capacity and not as a plaintiff or class member in any purported class or representative action and unless both parties agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

Our privacy policy, which is available at Privacy Policy applies to all Participants and forms part of this Agreement. Use of the Qualzy platform confirms that you consent to, and authorise, the collection, use and disclosure of your personal information in accordance with our privacy policy.

Third Party Service providers and Clients may provide their service pursuant to their own privacy policy. Prior to acceptance of any service from a third party or participating in a Project created by a Client, you must review and agree to their terms of service including their privacy policy.

The law that governs this Agreement depends on the Dipolar Group member you have entered into this Agreement with as set out in the table below.

As a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement, including clause 17.1, affects your rights as a consumer to rely on such mandatory provisions of local law

The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

We may assign or novate this Agreement to a third party without your consent, provided that we will notify you if this happens and we will only do so if such assignment or novation does not materially affect your rights under this Agreement. In the event of an assignment or novation, you will remain bound by this Agreement.