Client Terms & Conditions

Background

1. This is a contract between you ("Client") and the member of the Dipolar Group responsible for issuing invoices to you, which depends on your location: Dipolar Pty Limited (ACN 081 623 181) for Australian clients; Dipolar Ltd for UK/EU clients; Dipolar Inc. for US clients.
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 Qualzy, on behalf of your organisation, you agree to these Terms and Conditions and our Privacy Policy, and warrant that you are authorised to do so.
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. By providing access to Qualzy, we offer you a platform to create Projects to allow Participants to engage in Engagements.
2. We may also provide ancillary support services in relation to your use of Qualzy from time to time.
3. You acknowledge that, due to the nature of Qualzy, any Client Content or Participant Generated Content may be publicly visible to other users of your Project.
4. We may offer additional services on request (such as consulting services). Such additional services will be subject to separate terms.
5. At our absolute discretion, we may refuse to allow any person or entity to register or create an account on Qualzy.
6. We do not assist with and are not responsible for the recruitment of Participants. You are responsible for recruiting suitable Participants.
7. You are responsible for the design, implementation and running of your Projects on the Qualzy platform.
8. We maintain appropriate technical and organisational measures to protect the security of personal information processed through Qualzy.
9. We provide optional features that use artificial intelligence ("AI") or machine learning technologies to assist in providing services.

Exclusions

1. We do not warrant or represent that Qualzy will be available at all times; that it will be free of errors; or that it will meet your specific requirements.
2. The Qualzy service is provided on an "as is" basis. To the extent permitted by law, we exclude all implied warranties and conditions.
3. We have no obligation to you to assist or involve ourselves in any dispute between you and Participants.
4. Subject to any Non-Excludable Conditions, we are not responsible for: loss of data; loss of revenue; consequential loss; or any other indirect loss arising from your use of Qualzy.

Client's Obligations

1. Clients 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; and not share your account credentials with unauthorised persons.
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 user; attempt to bypass or undermine our security controls; collect other users' content or information without their consent; or use Qualzy to publish material for which you do not own the Intellectual Property Rights.
4. You must use your best endeavours to ensure that any information submitted on Qualzy is accurate, not defamatory, and does not infringe any third party's rights.
5. If we reasonably believe or suspect that you have breached any obligation under this clause, without limiting any other rights, we may immediately suspend or terminate your account.
6. You are responsible for promptly notifying us if you become aware of any unauthorised access to, or use of, your account.

Our Rights

1. Without limitation, we reserve the right to: remove Client Content or Participant Generated Content from Qualzy; suspend or terminate accounts where we suspect any breach of this Agreement; modify or discontinue Qualzy or any part of it at any time; and take any other action we reasonably believe is necessary to protect the platform.

Relationship Between Client and Participant

1. You acknowledge and agree that these terms are solely between you and us. Participants are not party to this Agreement.
2. You are responsible for entering into separate terms and conditions to regulate your relationship with Participants.
3. You must ensure that Participants are aware of and agree to the Participant Terms and Conditions and our Privacy Policy before participating in any Project.
4. Qualzy is not a party to any agreement between you and Participants.
5. You must provide all necessary notifications to and obtain all necessary consents from Participants in connection with the collection of their personal information.

Third Party Services

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

Intellectual Property

1. We own, or are licensed to use, all Intellectual Property Rights in Qualzy. Nothing in this Agreement transfers ownership of those rights to you.
2. We acknowledge that any Client Content uploaded by you in which you have Intellectual Property Rights remains your property.
3. We grant you a worldwide, royalty-free licence to use, reproduce, modify and adapt any Participant Generated Content for your legitimate research purposes.
4. You must ensure that Participants are aware of and agree to all uses you intend to make of their Participant Generated Content.
5. 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 its obligations under this Agreement; and not disclose it to any third party without the prior written consent of the disclosing party.
2. These confidentiality 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.

Fees

1. The fees for the various Projects available to you are listed on the Qualzy platform or in a separate order form.
2. Any fees owing must be paid by you in full within the stated period on our invoice.
3. Unless otherwise stated, all fees are in the currency specified on the Qualzy platform and are exclusive of applicable taxes.

Financial Information

1. Currency: All transactions are in the relevant currency specified on the Qualzy platform. If you are in Australia, fees are in AUD; UK, in GBP; US, in USD.
2. Credit Card Use: Payments made via the Qualzy platform will be processed by a third party payment processing organisation. We are not responsible for any errors by the payment processor.
3. Errors in Description or Pricing: Errors may occur in the description or pricing of products or services on the Qualzy platform. We reserve the right to correct such errors and to cancel any affected orders.

Termination

1. You may immediately terminate this Agreement at any time by written notice to us.
2. We may terminate this Agreement for our convenience by providing you with 14 days' written notice.
3. We may immediately suspend or cancel your account and/or terminate this Agreement if: you breach any of your obligations; you become insolvent; or we believe it is required to protect the Qualzy platform or other users.
4. Any fees owing at the time of termination must be paid to us immediately.
5. Sections on Confidential Information, Fees, Termination, Limitation of Liability, Indemnity and General survive termination.

Free (Ad-Hoc) Accounts and Account Inactivity

1. We reserve the right to delete free or unpaid accounts that have been inactive for an extended period, at our discretion.
2. We will attempt to notify you via email before deleting your account. However, failure to respond or log in will not prevent deletion.
3. Once your account is deleted, all associated data, including your personal information, configurations and project data may be permanently deleted.

Limitation of Liability

1. To the extent permitted by law, we exclude all implied warranties and conditions.
2. Our total liability to you for any loss or damage is limited to the fees paid by you to us in the 12 months prior to the event giving rise to liability.
3. Except for liability that cannot be excluded by law, we are not liable for any indirect, incidental, consequential, punitive or special loss or damage.
4. We will not be liable for any delay or failure to perform our obligations due to circumstances beyond our reasonable control.

Indemnity

1. To the extent permitted by applicable law, you agree to indemnify and hold harmless us, 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 Client Content; your relationship with Participants; 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 or the policies published on the Qualzy platform, including our privacy and cookie policies, 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.
3. Notices sent by email are deemed received when sent (provided no delivery failure is received).

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 or Participants directly.
3. The law governing this Agreement depends on the Dipolar Group member you have contracted with: Australian law for Dipolar Pty Ltd; English law for UK/EU clients; the laws of the state of Delaware for US clients.

Privacy

Our Privacy Policy, available at qualzy.com/privacy, applies to all Clients and forms part of this Agreement. You must ensure compliance with applicable privacy laws in your use of Qualzy.

General

1. The governing law and jurisdiction depends on the Dipolar Group member: Australia (Australian Capital Territory courts); UK (English courts); US (Delaware).
2. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force.
3. We may assign or novate this Agreement to a third party without your consent. You may not assign your rights or obligations without our prior written consent.
4. This Agreement sets out the entire understanding between both parties with respect to its subject matter and supersedes all prior agreements.

Definitions

Agreement — the most updated version of these terms and conditions between you and Dipolar.

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 — you, or the business or organisation 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, registered designs, trade marks and the right 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 — a person engaged to participate in Projects created by you on the Qualzy platform.

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 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 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.