Participant Terms & Conditions

Background

1. This is a contract between you ("Participant") and the member of the Dipolar Group responsible for the region in which you access Qualzy: Dipolar Pty Limited (Australia), Dipolar Ltd (UK/EU), or Dipolar Inc. (US).
2. The contracting Dipolar Group company is referred to as "Dipolar", "we" or "us" throughout this Agreement.
3. By clicking "I Agree" or otherwise using and interacting with Qualzy, you agree to these Participant Terms and Conditions and our Privacy Policy.
4. All defined terms in this Agreement have the meaning given in the glossary at the end of this document.

Scope of Qualzy Service

1. We provide Participants with access to a platform to participate in Engagements with other Participants in Projects created by Clients.
2. You acknowledge that, due to the nature of the Qualzy platform, any material you submit may be visible to the Client and other authorised users of the Project.
3. If you are under 18, you may only use Qualzy with the consent of a parent or legal guardian.
4. If you are under 13 and located in the United States, participation in any Project requires verifiable parental consent. Contact us at privacy@qualzy.com for more information.
5. At our absolute discretion, we may refuse to allow any person to register or create an account on Qualzy.
6. We maintain appropriate technical and organisational measures to protect the security of personal information processed through Qualzy.

Exclusions

1. We make no warranty as to the truth or accuracy of any information provided by other Participants or Clients.
2. We do not monitor or control the accuracy, appropriateness or suitability of any Engagement created by a Client.
3. We have no obligation to assist or involve ourselves in any dispute between Participants or between a Participant and a Client.
4. You acknowledge that Qualzy may not be available at all times and that we may need to suspend access for maintenance or other reasons.

Participant's Obligations

1. You will need to register an account with us on Qualzy in order to access certain services. You are responsible for maintaining the security of your account credentials.
2. When accessing and using Qualzy, you must: only access and use Qualzy as intended through the functionality of the platform; comply with this Agreement and all applicable laws; maintain control of your account; and use a strong, unique password.
3. When accessing and using Qualzy, you must not: use Qualzy for any illegal, immoral, unauthorised or dangerous purpose; interfere with the Qualzy platform or disrupt any other Participant; collect other Participants' content or information; bully, intimidate, be rude to or harass any Participant or third parties; do anything which could overburden or impair the proper working of Qualzy; or use Qualzy to publish material for which you do not own the Intellectual Property Rights.
4. You represent and warrant that any Participant Generated Content you submit: is not defamatory, threatening or harassing; does not infringe the Intellectual Property Rights or privacy rights of any person; does not contain any material that is unlawful or inappropriate; and does not contain any malicious code or instructions.
5. If we, or a Client, reasonably believes or suspects that you have breached any obligation under this clause, we may immediately suspend or terminate your account.
6. If you choose to provide sensitive personal information, including health-related information or PHI, you do so voluntarily and at your own risk.
7. You agree not to attempt to bypass or undermine our security controls.

Our Rights

1. Without limitation, we reserve the right to: remove Participant Generated Content from the Qualzy platform; and suspend or terminate your account if we suspect any conduct that breaches this Agreement or applicable laws.

Relationship Between Participant and Client

1. These terms are for our benefit, and there may be additional terms and conditions introduced by the Client whose Project you are participating in.
2. We are not a party to any agreement between you and the Client.
3. Clients are responsible for the design, implementation and running of their Projects.
4. We make no representation or warranty in relation to Projects created by Clients or as to the performance of Clients' obligations.

Third Party Services

1. We may from time to time include Third Party Services on Qualzy. These are not under our control.
2. Third Party Services are offered pursuant to the third party provider's terms and conditions and privacy policy.
3. We make no representation or warranty regarding any Third Party Services.

Intellectual Property and Privacy

1. We own, or are licensed to use, all Intellectual Property Rights in Qualzy.
2. By posting, submitting or providing any Participant Generated Content on Qualzy, you grant us a worldwide, royalty-free, non-exclusive licence to use that content for the purpose of operating Qualzy.
3. You must not submit any material to Qualzy if a third party has any Intellectual Property Rights in that material that would be infringed by such submission.
4. You assign to us any Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us in relation to Qualzy.

Confidential Information

1. Each party receiving Confidential Information must: keep it confidential; take all reasonable steps to secure it; only use it to the extent necessary to perform obligations under this Agreement; and not disclose it to any third party without prior written consent.
2. These obligations do not apply to information that is publicly available, was already known to the receiving party, or is required to be disclosed by law.

Termination or Suspension

1. You may immediately terminate this Agreement at any time by written notice to us.
2. We may terminate this Agreement or any account by providing you with 14 days' notice.
3. We may immediately suspend or cancel your account and/or terminate this Agreement if: we reasonably suspect you have breached your obligations; our agreement with the Client is terminated; we are requested to do so by the Client; or we believe it is required to protect the Qualzy platform.
4. Sections on Confidential Information, Termination, Limitation of Liability, Indemnity and General survive termination.

Limitation of Liability

1. To the extent permitted by law, we exclude all implied warranties and conditions.
2. Nothing in this Agreement excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
3. Nothing in this Agreement affects your statutory rights.
4. Except for excluded liability, our total liability to you is limited to the lesser of the amount paid by you to access the relevant Project or £100 (or equivalent in local currency).
5. We will not be liable for any delay or failure to perform our obligations due to circumstances beyond our reasonable control.

Indemnity (Responsibility)

1. You shall be responsible for and indemnify us (and our directors, officers, employees and agents) from any Losses arising out of or related to: your breach of this Agreement; your use of Qualzy; your Participant Generated Content; or any breach of applicable laws by you.
2. We will defend you at our own cost against any claims by a third party that the Qualzy platform infringes their Intellectual Property Rights, subject to conditions.

Modifications to the Agreement

1. We may modify this Agreement at any time by posting the modified version on Qualzy.
2. Your continued use of Qualzy after any modification constitutes your acceptance of the modified Agreement.
3. If you do not agree with any changes, you must notify us and cease using Qualzy.

No Agency

No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement between you and us.

Notices

1. Any notices you give to us must be given by email to privacy@qualzy.com or by registered post to our registered address.
2. Any notices we give to you may be given by email to the address registered on your account.

Mediation and Dispute Resolution

1. If you have any concerns or complaints about us or our service, please contact us by emailing privacy@qualzy.com.
2. We encourage you to try and resolve disputes with us, other Participants, or the relevant Client directly.
3. Where permitted under applicable laws, the parties agree that each may bring claims against the other only in their individual capacity.

Privacy

Our Privacy Policy, available at qualzy.com/privacy, applies to all Participants and forms part of this Agreement.

Other Important Terms

1. The governing law depends on the Dipolar Group member you have contracted with: Australian Capital Territory courts for Australian users; English courts for UK/EU users; Delaware law for US users.
2. As a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident.
3. The provisions of this Agreement are severable. If any provision is held to be invalid, the remaining provisions continue in full force.
4. We may assign or novate this Agreement to a third party without your consent, provided we ensure the third party honours its terms.

Definitions

Agreement — the most updated version of this participant terms and conditions agreement.

Applicable Laws and Regulations — all laws, statutes, regulations and mandatory codes applicable to the relevant Dipolar Group company.

Children's Data — personal information relating to individuals under the age of 13, as defined by the US Children's Online Privacy Protection Act.

Client — a person or business creating Projects on the Qualzy platform for use and engagement by Participants.

Intellectual Property Rights — all intellectual property rights including patents, copyright, registered designs, trade marks and rights to apply for registration of those rights.

Non-excludable Condition — any implied condition, warranty or guarantee in a contract the exclusion of which would contravene any applicable law.

Participant — you and any third party participant on the Qualzy platform (other than a Client).

Participant Generated Content — information, content, materials or opinions submitted or posted by a Participant on the Qualzy platform.

Project — a project created by a Client on the Qualzy platform to enable and encourage Participants to engage in Engagements.

Protected Health Information (PHI) — personal information relating to an individual's past, present, or future physical or mental health or condition.

Third Party Dispute Service — a third party dispute resolution service provider used to resolve disputes between Participants and Clients.

Third Party Services — promotions and links to services offered by third parties featured on Qualzy.

Qualzy — the Qualzy platform accessible at qualzy.com, qualzy.co.uk, qualzy.com.au and affiliated domains.