Qualzy is a service provided through web-based platforms accessible at qualzy.com, qualzy.com.au, qualzy.co.uk, and any other affiliated website or platform operated by the Dipolar Group that may be introduced from time to time. Qualzy enables Participants to engage in interactive communities, discussions, surveys and live chats ("Engagements") on Projects created by Clients on Qualzy in order to generate qualitative and quantitative market research data.
The Qualzy platforms are operated by Dipolar Pty Limited ACN 081 623 181 (Australia) and its subsidiaries, including Web Creator Suite LLC (USA) and Web Creator Suite Ltd registration 08972039 (UK) (together "Dipolar Group").
Background
This is a contract between "you", being a Client, and the member of the Dipolar Group responsible for the instance of the Qualzy platform you are using:
- qualzy.com / mywebtasks.com — Web Creator Suite LLC (USA)
- qualzy.co.uk / mywebtasks.co.uk — Web Creator Suite Ltd (UK)
- qualzy.com.au / mywebtasks.com.au — Dipolar Pty Limited (Australia)
The contracting Dipolar Group entity applicable above is referred to as "Dipolar", "we" or "us" in these Terms and Conditions.
By clicking "I Agree", or otherwise using and interacting with Qualzy on behalf of your organisation or company, you agree to: (a) these Terms and Conditions, including the glossary; (b) our Privacy Policy; and (c) our Data Processing Agreement, available by request to privacy@qualzy.com — together called the "Agreement".
Scope of Qualzy Service
By the provision of access to Qualzy, we offer you a platform to create Projects to allow Participants to participate in Engagements with other Participants in order to generate qualitative and quantitative market research data.
We may also, from time to time, provide you with ancillary support services in relation to your use of Qualzy or the operation of your Projects. Additional fees may apply for the provision of such services.
You acknowledge and agree that, due to the nature of Qualzy, any Client Content or Participant Generated Content or any material you (or Participants) 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 Qualzy platform.
At our absolute discretion, we may refuse to allow any person or entity to register or create an account on Qualzy.
We do not assist you with, and are not responsible for, the recruitment of Participants. You are responsible for sourcing Participants either yourself or with the assistance of a third party.
You are responsible for the design, implementation and running of your Projects on the Qualzy platform.
Exclusions
We do not warrant or represent that: (a) anything submitted to Qualzy by Participants will be of a particular quantity, quality or appropriateness for the purpose of the Project; and (b) the market research data generated through the Participant's interactions on Projects will be of a particular quality, quantity, suitability or fitness for any particular purpose.
We have no obligation to you to assist or involve ourselves in any dispute between you and Participants, or between your Participants, although we may do so at our sole discretion.
Subject to any Non-Excludable Conditions, we are not responsible for: the level or quality of participation of Participants; monitoring or controlling the accuracy or suitability of content submitted by Participants; ensuring that Qualzy is suitable for your requirements; any interruption to Qualzy due to technical malfunctions; or any software or services supplied by third parties.
Client's Obligations
Clients will need to register an account with us on Qualzy ("Account"). You may grant your personnel access to your Account ("Users"). You must ensure that each User treats their login information as confidential. If you or any User knows or suspects that anyone other than an authorised User has access to Account login details, you must immediately notify us at privacy@qualzy.com. You are responsible for each of your User's use of your Account.
When accessing and using Qualzy, you must:
- supervise, monitor and moderate the interactions of Participants on your Projects;
- only access and use Qualzy as intended through the functionality of the platform;
- at all times comply with this Agreement and all Applicable Laws and Regulations;
- promptly apply all applicable updates to the Qualzy platform that we may issue from time to time; and
- maintain control of your Account and not deal with your Account in any way, including by allowing others to use your account, or by transferring or selling your account or any of its contents to another person.
When accessing and using Qualzy, you must not (or encourage Participants to):
- use Qualzy for any illegal, immoral, unauthorised or dangerous purpose;
- interfere with the Qualzy platform or disrupt any other Client, Participant, service or equipment;
- do anything which could overburden or impair the proper working or appearance of Qualzy; or
- attempt to copy, reproduce, reverse engineer, translate, adapt, modify or create derivative works of the Qualzy platform.
Our Rights
Without limitation, we reserve the right, in our sole discretion, to do any of the following without having to provide you with any notice:
- terminate Projects created by you which we reasonably believe to be in breach of this Agreement;
- remove content from the Qualzy platform that we reasonably believe to be offensive, dangerous, harmful, unlawful or otherwise in breach of this Agreement; and
- terminate your Account if we suspect that any conduct in connection with the use of your Account is unlawful, illegal or otherwise in breach of this Agreement.
Relationship Between Client and Participant
You are responsible for entering into separate terms and conditions to regulate your relationship with Participants. You must ensure that those terms and conditions are not inconsistent with this Agreement or our terms with Participants.
You must ensure that Participants are aware of and agree to the Participant Terms and Conditions and our Privacy Policy when inviting Participants to access the Qualzy Platform.
Qualzy is not a party to any agreement between you and the Participant. We make no representation or warranty as to the performance of either party's obligations under such an agreement.
You must provide all necessary notifications to and obtain all necessary consents from Participants to allow us to collect and use Participant Generated Content for the purpose of providing the Qualzy services.
Third Party Services
We may from time to time include Third Party Services on Qualzy. These Third Party Services are not provided by us and are offered pursuant to the third party's terms and conditions.
If you or a Participant chooses to engage with any Third Party Service provider, we are not a party to that agreement. We make no representation or warranty as to the Third Party Services.
Intellectual Property
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 Qualzy.
We acknowledge that any Client Content uploaded by or posted by you on the Qualzy platform in which you hold Intellectual Property Rights remains your intellectual property. You grant us a world-wide, royalty-free, sublicensable licence to use, reproduce, modify and adapt Client Content for the purpose of providing services to you and Participants.
We grant you a worldwide, royalty-free licence to use, reproduce, modify and adapt any Participant Generated Content posted by Participants in connection with a Project created or run by you for the purposes contemplated by the Project.
You must not submit any material to Qualzy if a third party has any Intellectual Property Rights in that material unless you have obtained the permission of that third party. You must indemnify us against all liabilities and losses we sustain if any material you upload, post on or submit to Qualzy infringes any third party Intellectual Property Rights or privacy rights.
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.
Confidential Information
Each party receiving Confidential Information of the other party acknowledges that such information is the property of, confidential to or a trade secret of the disclosing party. The receiving party must:
- keep the disclosing party's Confidential Information confidential and not directly or indirectly disclose it to any other person without the prior written approval of the disclosing party;
- take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;
- only use the Confidential Information to the extent necessary to perform its obligations under this Agreement; and
- not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than as required for the performance of its obligations under this Agreement.
The obligations of confidentiality do not apply to information that: (a) is or becomes generally available to the public; (b) is published by a Participant on Qualzy; or (c) is required to be disclosed by any Applicable Laws or Regulations.
Fees
The fees for the various Projects available to you are those which are listed on the Qualzy platform (which may be amended from time to time). By engaging us to provide a particular service to you, you expressly agree to pay those fees.
Any fees owing must be paid by you in full within the stated period on our invoice. Unless otherwise stated, all fees are quoted exclusive of applicable sales tax (such as VAT or GST), which you must pay in addition.
Financial Information
All transactions are in the relevant currency specified on the Qualzy platform. Default currencies by region:
- qualzy.com / mywebtasks.com — US dollars
- qualzy.co.uk / mywebtasks.co.uk — British Pounds Sterling
- qualzy.com.au / mywebtasks.com.au — Australian dollars
Payments made via the Qualzy platform will be processed by a third party payment processing organisation. We undertake to use credit card details only as specified by you in relation to purchases made on the Qualzy platform.
Termination
You may immediately terminate this Agreement for your convenience at any time by written notice to us.
We may terminate this Agreement for our convenience by providing you with 14 days' notice in writing. If we terminate the Agreement under this clause we will refund any pre-paid fees for any services that have not been provided on a pro-rata basis.
We may immediately suspend or cancel your Account and/or terminate this Agreement at any time by written notice to you if: (a) we reasonably believe or suspect that you have breached, or are likely to breach any of your obligations; or (b) we believe it is required to protect the Qualzy platform, our systems or other users.
If your Account or this Agreement is terminated for any reason then you must not without our consent create any further accounts with us.
Limitation of Liability
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.
Except for any liability that cannot be limited or excluded by law, our total liability to you is limited to the total amount of payment made by you to us during the twelve month period prior to any incident causing liability, or $50, whichever is greater.
Except for any liability that cannot be limited or excluded by law, we exclude all liability to you for lost profits, lost revenue, lost savings, loss of opportunity and any consequential or indirect loss arising out of, or in connection with, Qualzy, even if we 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 beyond our reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
Indemnity
To the extent permitted by applicable law, you agree to indemnify and hold harmless us, our directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including legal fees and court costs, arising from or related to your use of Qualzy, including:
- your breach of any certification, covenant, obligation, representation or warranty in this Agreement;
- violation of any third party right;
- any claims that any Client Content, Participant Generated Content from Participants engaging with your Projects, or other material submitted by or on behalf of you onto Qualzy, violates or infringes any third party Intellectual Property Rights, proprietary rights or privacy rights; and
- our permitted use of any Client Content or other material, related trade marks and logos, or images and other materials that you provide to us under this Agreement.
Modifications to the Agreement
We may modify this Agreement or the policies published on the Qualzy platform 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 or use Qualzy after the notification, 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, you must notify us and we will terminate your Qualzy Account.
Notices
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. Notices we give to you may be given by post or email to the contact address you provided at registration, to your Account or as a notification on the Qualzy platform.
Mediation and Dispute Resolution
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, Participants or other Clients directly.
Privacy
Our Privacy Policy applies to all Clients and forms part of this Agreement. You must ensure that you, and any of your related bodies corporate, comply with applicable privacy or data protection laws in the performance of your obligations under this Agreement.
General
The law that governs this Agreement depends on the Dipolar Group member you have entered into this Agreement with:
- Web Creator Suite LLC (USA) — Massachusetts, USA
- Web Creator Suite Ltd (UK) — England
- Dipolar Pty Limited (Australia) — New South Wales, Australia
The provisions of this Agreement are severable. If any provision 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. This Agreement sets out the entire understanding and agreement between both parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter.
Definitions
Agreement — the most updated version of the agreement between us and you.
Applicable Laws and Regulations — all laws, statutes, regulations, mandatory codes of conduct, standards and guidelines, whether local, national, international or otherwise existing from time to time to which that party is subject.
Client — you or the business or organisation that you represent (other than a Participant).
Client Content — material or information uploaded, submitted or posted on the Qualzy platform by or on behalf of a Client.
Intellectual Property Rights — all intellectual property rights, including patents, copyright, rights in circuit layouts, registered designs, trade marks and the right to have confidential information kept confidential; and any application or right to apply for registration of any of those rights.
Non-excludable Condition — any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
Participant — a person engaged to participate in Projects created by you on the Qualzy platform (other than a Client).
Participant Generated Content — material or opinions submitted to or posted on the Qualzy platform by a Participant.
Project — a project created by a Client on the Qualzy platform to enable and encourage Participants to discuss or interact in relation to a particular topic, including live chats, discussions, surveys, research diary studies, ideation projects and focus group homework tasks.
Third Party Services — the promotions and links to services offered by third parties as may be featured on Qualzy from time to time.
Qualzy — the Qualzy platform provided through web-based platforms accessible at qualzy.com, qualzy.com.au, qualzy.co.uk, and any other affiliated website or platform operated by the Dipolar Group that may be introduced from time to time.