Additional Terms may be a part of your agreement with Qualia Analytics and the ZooWise project if specified in writing via our original proposal, or as agreed upon in any other written communication. The combination of this TOU and any applicable Additional Terms are collectively refered to with these 'Terms'.
Your agreement and acceptance of these Terms is indicated by either executing the documents that references them, or by use of the Services.
Use of the Services on behalf of an organization will implicit that you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, 'you' and 'your' will refer to that organization. Please see our Services Agreement for additional information.
Certain country-specific terms in Section 14.2 may apply to you if you are located outside the United States.
You agree to pay any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you specify to Qualia Analytics. Fees paid are non-refundable, except as provided in these Terms, or when required by law.
Unless otherwise stated, you are responsible for any taxes or duties associated with the sale of our Services, including any related penalties or interest (collectively, 'Taxes'). You will be paying Qualia Analytics for Services without reduction for Taxes. If Qualia Analytics is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide a valid tax exemption certificate authorised by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments, you must provide an official tax receipt or other appropriate documentation to support such payments.
Fees may be charged for Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle. You will be provided with reasonable prior written notice of any change in fees to give you an opportunity to account for the adjustment or submit a request for exemption before the change becomes effective for you.
If a given Service is subject to overage fees, you will be informed ahead of time to ensure awareness that such fees may apply and which conditions these fees would be applied. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. In the case where overage fees have been charged, failure to pay when due may result in the applicable Service being limited, suspended or terminated (subject to applicable legal requirements), which may result in a loss of functionality associated with that Service. However, access to data associated with applicable services will not be removed unless deemed appropriate by each stakeholder, such as a case where a mistake can be verified.
Your Content will be treated as confidential information and only used and disclosed in accordance with these Terms (including privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Qualia Analytics); (b) was lawfully known to Qualia Analytics before receiving it from you; (c) is received by Qualia Analytics from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Qualia Analytics without reference to your Content.
You retain ownership of all of your intellectual property rights in your Content. Qualia Analytics does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide our Services, and as otherwise described in these Terms.
You grant Qualia Analytics a worldwide, royalty free license to use your Content for the limited purposes of providing our Services to you and as otherwise permitted by Qualia Analytics’ privacy policies. This license for such limited purposes continues even after you stop using the Services, though you may have the ability to protect your Content in relation to certain Services. This license also extends to any trusted third parties we work with to the extent necessary to provide Services to you. If you provide Qualia Analytics with feedback about the Services you receive, your feedback may be used without obligation .
If you believe that your work has been, or is currently being, used in a way that constitutes copyright infringement, you should notify the ZooWise or Qualia Analytics support teams in the first instance before pursuing further action.
Qualia Analytics respects the intellectual property rights of others and expect Service users to do the same. If you believe another user is infringing upon your intellectual property rights, you may report it to our support team. Claims of copyright infringement should follow the suitable process available under local law.
Neither these Terms nor your use of our Services grants you ownership of our Services or the content you access through our Services (other than your own Content). Except as permitted in writing by Qualia Analytics, these Terms do not grant you rights to Qualia Analytics’ trademarks, other brand elements, or any unique solution we have provided to you.
Our Services may display content provided by others that is not owned by Qualia Analytics. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have the rights and permissions needed to use that Content in connection with our Services. Qualia Analytics is not responsible for actions you take with respect to your Content, including sharing it publicly. Please do not use content from our Services unless you have first obtained permission of its owner, or are otherwise authorised by law to do so.
You acknowledge that Qualia Analytics may review certain content submitted to or collected by our Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, remove, or refuse to display content that we believe violates the law or these Terms. However, Qualia Analytics otherwise has no obligation to monitor or review any content submitted to or collected by our Services.
Qualia Analytics may publish links in its Services to internet websites maintained by third parties. Qualia Analytics does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with our Services are the property of their respective owners.
If you have been issued an account by Qualia Analytics in connection with your use of our Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Qualia Analytics, are responsible for any activity occurring in your account (other than activity that Qualia Analytics is directly responsible for, which is not performed in accordance with the Customer’s instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to your account, you should notify Qualia Analytics immediately. Accounts may not be shared and may only be used by one individual per account.
Qualia Analytics occasionally sends notices to the e-mail address registered with your account. You must keep your e-mail address and, where applicable, your contact details associated with your account current and accurate.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Qualia Analytics will not be liable for any failure to store your contents, or for loss or corruption of your Content.
Qualia Analytics may suspend your account and remove content contained in it if there is no account activity (such as a log in event, survey submission, or payment) for over 12 months, unless it has been previously agreed in writing. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
If you are an individual, you may only use our Service if you have the power to form a contractual agreement with Qualia Analytics. None of our Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contractual agreement with Qualia Analytics, you may not use our Services. We recommend that parents and guardians directly supervise any use of our Services by minors.
You must use our Services in compliance with and only as permitted by applicable law.
You are responsible for your conduct, Content, and communications with others while using the Services.
If your use of our Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Qualia Analytics has agreed with you otherwise. You may not use our Services in a way that would subject Qualia Analytics to those industry-specific regulations without obtaining Qualia Analytics’ prior written agreement. For example, you may not use our Services to collect, protect, or otherwise handle “protected health information” without entering into a separate contractual agreement with Qualia Analytics that permits you to do so.
While using our Services, you agree not to engage in any of the following prohibited activities:
|a.||Misuse our Services by interfering with their normal operation.|
|b.||Use, display, mirror, or frame our Services, any individual element within our Services, the Qualia Analytics name, trademark, logo or other proprietary information, or the layout and design of any portion of our Services, unless authorized by Qualia Analytics in express written consent.|
|c.||Probe, scan, or test the vulnerability of any Qualia Analytics system or network unless authorized by Qualia Analytics in express written consent.|
|d.||Access, tamper with, or use non-public areas of our Services, our computer systems, or the technical delivery systems of our providers.|
|e.||Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Qualia Analytics or any of our providers or any other third party (including another user) to protect our Services.|
|f.||Circumvent or attempt to circumvent any limitations that Qualia Analytics imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).|
|g.||Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through our Services.|
|h.||Attempt to access or search our Services or scrape or download Content from our Services, or otherwise use, upload content to, or create new links, reposts, or referrals in our Services through the use of any engine, software, tool, agent or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like), other than the software and/or search agents provided by Qualia Analytics or other generally available third party web browsers or search engines.|
|i.||Send any unsolicited or unauthorized spam, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation.|
|j.||Use any meta tags or other hidden text or metadata utilizing our Services or a Qualia Analytics trademark, logo, or URL, unless authorized by Qualia Analytics in express written consent.|
|k.||Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing, or transmit links to such software, through our Services.|
|l.||Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of our Services (including your Qualia Analytics account) or your access to or use of our Services, unless authorized by Qualia Analytics in express written consent.|
|m.||Stalk or otherwise harass another person or entity|
|n.||Impersonate or misrepresent your affiliation with any person or entity.|
|o.||Without limiting any other provision of these Terms, allow any other person or entity to use your Qualia Analytics account.|
|p.||Encourage or enable any other individual to do any of the activities prohibited in these Terms.|
|q.||Reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to our Services or Contents.|
|r.||Engage in an abusive or excessive usage of our Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of our Services for other users. Qualia Analytics will endeavor to notify you of any usage deemed abusive or excessive and to provide you with an opportunity to reduce such usage to a level acceptable to Qualia Analytics.|
|s.||Use our Services to infringe on the intellectual property rights of others|
If you terminate a Service Agreement in the middle of a cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.
Qualia Analytics may limit, suspend, or stop providing our Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use our Services in a way that causes legal liability to us or disrupts others’ use of our Services. Qualia Analytics may also suspend providing our Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavour to provide you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Qualia Analytics may decide that immediate action is required without notice. Qualia Analytics has no obligation to retain your Content upon termination of an applicable Service.
Qualia Analytics may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. Qualia Analytics may also provide notification of changes via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Qualia Analytics to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use our Services you indicate your agreement to be bound by the updated terms.
Qualia Analytics constantly changes and improves our Services. Qualia Analytics may add, alter, or remove functionality from a Service at any time without prior notice. Qualia Analytics may also limit, suspend, or discontinue a Service at its discretion. If Qualia Analytics discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Qualia Analytics may remove content from our Services at any time in our sole discretion, although we will endeavour to notify you before we do that to reduce any material impact on you and if practicable under the circumstances.
Except as expressly provided in these terms and to the extent permitted by applicable law, our services are provided 'as is' and Qualia Analytics does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement or any regarding availability, reliability, or accuracy of the services.
To the extent permitted by applicable law, Qualia Analytics, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, including damages for lost profits, loss of use, loss of data, arising out of or in connection with our Services and these terms, and whether based on contractual agreement, tort, strict liability, or any other legal theory, even if Qualia Analytics has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. Qualia Analytics will attempt to limit liability if such action can be taken without adversely affecting Qualia Analytics, its affiliates, officers, employees, agents, suppliers, and licensors
To the extent permitted by applicable law, the aggregate liability of each of Qualia Analytics, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with our Services and these terms will not exceed the amounts paid by you to Qualia Analytics for use of our Services at issue during the 3 months prior to the event giving rise to the liability.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless Qualia Analytics and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of our Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.
Unless otherwise specified in relation to a particular Service, our Services are provided by, and you are contracting with, Qualia Analytics Ltd if you are in the Eurozone, or Qualia Analytics LLC if you are in the United States, Canada, and South America.
For any Service provided by Qualia Analytics, LLC, the following provisions will apply to any terms governing that Service:
|Contracting Entity.||References to 'Qualia Analytics', 'we', 'us', and 'our' are references to Qualia Analytics LLC, located in the state of California in the United States of America, with entity number: 201525210104.|
|Governing Law.||Those terms are governed by the laws of the State of California (without regard to its conflict of laws provisions).|
|Jurisdiction.||Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in California, and the federal courts located in the Northern District of California with respect to the subject matter of those terms.|
For any Service provided by Qualia Analytics Ltd, the following provisions will apply to any terms governing that Service:
|Contracting Entity.||References to 'Qualia Analytics', 'we', 'us', and 'our' are references to Qualia Analytics Ltd., located in England in the United Kingdom. Registered company number: 08929931|
|Governing Law.||This Agreement is governed by UK laws (without regard to its conflicts of laws provisions).|
|Jurisdiction.||Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of England.|
You may not assign these Terms without Qualia Analytics’ prior written consent, which may be withheld in Qualia Analytics’ sole discretion. Qualia Analytics may assign these Terms at any time without notice to you.
These Terms (including the Additional Terms) constitute the entire agreement between you and Qualia Analytics, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
The relationship between you and Qualia Analytics is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms 'includes', 'including', 'such as', and similar terms, will be deemed not to limit what else might be included.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to our Services to which the Additional Terms apply.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
There are no third party beneficiaries to these Terms.
These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
If you are located in one of the following locations, the terms thereunder apply.
|Additional Responsibilities.||If you are younger than 16 years old, you must be represented by your parents or guardians in order to agree to these Terms and to use the Services. If you are aged 16 or 17, you must be assisted by your parents or guardians to agree to these Terms and to use the Services.|
|Right of Withdrawal.||If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts by sending us a notice of withdrawal. If you withdraw your Subscription under this Section, the fees you paid for that Subscription will be refunded upon Qualia Analytics’ receipt of your notice of withdrawal.|
|Consumer Rights.||If you are a consumer: (a) statutory warranties provided in the Law No. 8.078/1990 (“Consumer Protection Code”) apply to you despite anything to the contrary in Section 11.1 (Disclaimers); (b) Section 11.2 (Exclusion of Certain Liability) will not apply to you in relation to the damages caused to you due to defects in the Services, as provided by Article 14 of Law No. 8.078/1990 (“Consumer Protection Code”); and (c) Section 11.3 (Limitation of Liability) will not apply to you.|
|Right of Withdrawal.||In certain European countries, you have a legal right to cancel Subscriptions within a certain period of time. For details, see the country-specific terms for your country and our Subscription Cancellation Policy (Europe only).|
|Overdue Payments.||Overdue payments may result in a penalty at an interest rate equal to 3 times the legal interest rate or the statutory minimum rate, whichever is higher. Additionally, the statutory penalty for collection costs may be payable by you in the event of late payment.|
|Right of Withdrawal.||If you are a consumer, starting from the date your Subscription first starts, you have 14 days to exercise your right of withdrawal without cause, provided that you have not benefited from or started to use the Services before the end of that 14 day period.|
|Media.||The limited license you grant to Qualia Analytics under Section 3.2 (Limited License to Your Content) allows Qualia Analytics to exploit your Content in any form and on any medium, including paper or digital media such as hard disks and flash drives, and by any means or process, including by wired, wireless, or online transmission of digitized or analogue data. The duration of such limited license extends only for the legal term of protection of the intellectual property rights attached to your Content.|
|Warranties.||If you are a consumer, statutory warranties and the warranty of merchantability apply to you despite anything to the contrary in these Terms. Any disclaimer of warranties in these Terms does not derogate from any of your statutory warranty rights listed below:
|Limitation.||Section 11.3 (Limitation of Liability) does not apply to you if you are a consumer.|
|Right of Withdrawal.||If you are a consumer, you may withdraw your contractual declaration within 14 days without giving reasons in text form (e.g. by mail, fax, email). The time period commences upon your receipt of this information notice in textual form, but not before the conclusion of the contract and also not before we have met our information requirements as set forth under Article 246 § 2 in conjunction with § 1 paragraph 1 and 2 of the Introductory Act to the German Civil Code and our information requirements under § 312 g paragraph 1, first sentence German Civil Code in conjunction with Article 246 § 3 of the Introductory Act to the German Civil Code. Punctual dispatch of the declaration of withdrawal suffices to observe the withdrawal period. The declaration of withdrawal has to be directed to our customer support team by email to firstname.lastname@example.org or through our Help Center.|
|Consequences of Withdrawal.||In the case of a valid withdrawal, the mutually received deliverables shall be returned and any benefits obtained, if any (e.g. interest), shall be handed over. To the extent that you are unable to return or, where applicable, to deliver up the received deliverable and benefits obtained (e.g. use and enjoyment) in whole or in part, or only in a deteriorated condition, you may have to compensate us accordingly for loss of value, if any. This may possibly lead to the result that you will nevertheless have to fulfill the contractually owed payment obligations for the time period until withdrawal. Any obligation to reimburse payments must be fulfilled within 30 days. The period for the payment of costs will begin, in your case, with the dispatch of your declaration of withdrawal and in our case, upon receipt of same.|
|Special Notifications.||Your right of withdrawal expires prematurely if the contractual relationship was fully discharged by both sides at your explicit request before you have exercised your right of withdrawal.|
|Termination for Breach.||A failure to comply with these Terms must be material, repeated, or persistent before Qualia Analytics may exercise its right of termination under Section 9.2 (By Qualia Analytics).|
|Specific Works.||Qualia Analytics is not obliged to create any specific works for you.|
|Liability Provisions.||Sections 11.2 (Exclusion of Certain Liability) and 11.3 (Limitation of Liability) do not apply and are replaced with the following: “Qualia Analytics’ liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) Qualia Analytics will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) Qualia Analytics shall not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The foregoing limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that Qualia Analytics has assumed a specific guarantee. The foregoing shall apply accordingly to Qualia Analytics’ liability to you for futile expenses. You are obliged to take adequate measures to avert and reduce damages.|
|Liability.||Sections 11.2 (Exclusion of Certain Liability) and 11.3 (Limitation of Liability) shall not apply in relation to the damages caused by the willful misconduct or gross negligence of Qualia Analytics, its affiliates, officers, employees, agents, supplier, or licensors.|
|Right of Withdrawal.||If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts (or the date a copy of these Terms are made available to you, if later), provided that you have not benefited from or started to use the Services before the end of that 7 day period. If you withdraw your Subscription under this paragraph, the fees you paid for that Subscription will be refunded within 3 business days of receiving your notice of withdrawal.|
|Assignment.||Despite anything to the contrary in these Terms, if you are a consumer, we will provide you with advance notice of assignment and an opportunity to terminate these Terms as required by Korean law.|