Terms of Service | QualSights

Effective Date: July 28, 2023

Outline

I. Introduction
II. Terms of Service; Binding Agreement
III. Scope; Additions and Changes to These Terms
IV. Rules of Conduct for Site Users; Other Terms of Use
V. User Content; Copyright Infringement Claims
VI. Registration (All Sites)
VII. Confidentiality of Information
VIII. Ownership of Intellectual Property and Proprietary Rights
IX. Liability Provisions, Dispute Resolution
X. Subscription, Payments and Charges
XI. General Provisions
XII. Mandatory Arbitration and Class Action Waiver
XIII. Terminology and Definitions

I. Introduction

Welcome, and thank you for visiting QualSights.com and/or one of our mobile applications. The website and mobile applications are operated by Georama, Inc. d/b/a QualSights (“QualSights”), a Delaware (USA) corporation. You can contact us as set forth below.

About us: QualSights provides an online platform which allows our customers (generally, companies and agencies) to perform consumer preference research studies. These studies allow our customers to remotely observe and interact with research participants as they shop for, use or consume products in natural environments. Our platform can be used by our customers to conduct consumer experience research in a variety of ways, including live or recorded video interviews with research participants (at home, in the field), focus groups, and other kinds of fieldwork (indoors, outdoors, in motion, etc.). Customers may also use QualSights’ proprietary IoT devices to collect product consumption data in the field. With QualSights’ platform, research participants can share their experiences and perspectives live from anywhere in the world, in HD video, using smartphones, laptops, tablets, smart glasses or 360° cameras. All participation by research participants is entirely voluntary

You can contact us at the following:
contact@qualsights.com

and/or

QualSights
2045 W. Grand Ave.
Ste B, PMB 75887,
Chicago, Illinois 60612

II. Terms of Service; Binding Agreement

These Terms of Service (“Terms”) are designed to help you understand QualSights’ services and your obligations as you use the Sites (as defined in Section III). In simple terms: To use the Sites you are required to comply at all times with all of the terms herein and in our Privacy Policy. As such, please review these Terms, and the terms of our Privacy Policy, carefully (see https://www.qualsights.com/privacy-policy). If you have any concerns or questions, please contact us (our contact information is above).

And please understand the following: These Terms operate as a binding contract. By using any of the features or services on the Sites you are accepting these Terms and the terms of Our Privacy Policy, and you are agreeing that you will be legally bound hereby and thereby. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS IN THESE TERMS OR IN OUR PRIVACY POLICY, OR IF YOU DON’T AGREE TO ANY CHANGES THAT WE MAY MAKE TO THESE TERMS OR OUR PRIVACY POLICY, THEN PLEASE IMMEDIATELY STOP ACCESSING AND/OR USING THE SITES IN ANY WAY.

III. Scope; Additions and Changes to These Terms

These Terms apply to and govern: (1) the www.qualsights.com homepage and all associated websites and pages, (2) all associated web and/or mobile applications, and (3) all of the features of our service platform (collectively the “Site” or “Sites”). Our Privacy Policy (https://www.qualsights.com/privacy-policy) explains how we manage data collected or generated by use of the Sites. Your use of the Sites may also be subject to other terms and conditions that are found on the Sites themselves, such as: notices, business terms, policies, charges, registration requirements, etc.

We may make changes to these Terms from time to time (including the Privacy Policy), and changes will be posted on the Sites. You are responsible for checking the Sites for such changes. If you continue to access the Sites and/or use any of the features or services of the Sites after changes are made to the Terms, you will be bound by the Terms as then amended. If you choose not to accept the Terms as amended, then you also agree to immediately stop accessing and/or using the Sites.

IV. Rules of Conduct for Site Users; Other Terms of Use

(1) Rules of Conduct

Generally, you promise and agree that you: (i) will not to use the Sites for any purpose that is prohibited by these Terms; (ii) will use the Sites in a manner that complies with all laws and export restrictions; and (iii) will use the Sites only as they are designed and intended to be used (and if you have any questions about our intentions with regard to the Sites you agree to contact us for clarification).

More specifically, you agree that you will not:

Transmit, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, offensive, fraudulent, infringing, obscene, or otherwise objectionable content in any way (as determined in our sole discretion);
Intentionally or recklessly distribute viruses, worms, trojan horses, or any other malicious code or items of a destructive, deceptive or invasive nature;
Impersonate another person or company, or otherwise misrepresent yourself or your company/entity in any way;
Upload, transmit or otherwise use a third party’s intellectual property or other proprietary information in or on the Sites without the express permission from the appropriate third party (owner, licensor, etc.);
Use the Sites to violate the privacy, publicity, or similar legal rights of others; and/or use the Sites to harass, defame, libel or otherwise harm others;
Attempt to gain unauthorized access to the Sites (or any part of the Sites to which access is restricted or limited in any way) or other accounts; and/or take any action to subvert security or access-restriction measures that are incorporated into the Sites;
Directly or indirectly: (i) copy, decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites, except to the limited extent applicable laws may specifically prohibit or limit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Sites; or (iii) copy or otherwise transfer or misappropriate any of our content, third party content, intellectual property rights, or features of the Sites;
Remove or modify any of our logos; or any copyright, trademark, or other proprietary rights notices contained in or on the Site; or
Take any other action that is detrimental to the best interests of our company, the Sites, Site users, or the public.
Breach the terms of any informed consent or other agreement between you and Qualsights, or between you and any customer of QualSights.
Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Sites or related data or access to the same, without QualSights’ express consent.

(2) Eligibility/Use Limitations

You may not use the Sites if you have been barred from doing so or are otherwise barred from using the Sites under the laws (including treaties) of the US or of any other nation or jurisdiction. You must be 18 years of age or older to use the Sites (or if under 18, you must be more than 13 years old and have the full written authorization of a parent or guardian to use the Sites).

If you are registering or using an account on behalf of a company, entity, or organization (a “Corporate Entity”), then you represent and warrant that you are an authorized representative of that Corporate Entity with the authority to bind such organization to these Terms; and you agree to be bound by these Terms on behalf of such Corporate Entity.

(3) Links, Third Party Products and Service Partners

Links and Third-Party Products. The Sites may contain links to third-party websites or resources on the Internet, and in addition, third-party websites may contain links to the Sites. When you access third party websites, you do so at your own risk. Third party websites are not under our control, we have no obligation to monitor third party websites, and you acknowledge and agree that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third-party websites or resources. The inclusion of any link to a third-party website on the Sites does not imply any endorsement of that website by us or any association with its operators. Your access and use of linked sites and/or 3rd party resources is solely at your own risk.
Service Partners. We may, from time to time, contract with third parties to provide a portion of the services associated with the payments, hosting, administration and/or other service features (e.g. payment processing, application hosting) of the Sites (hereafter “Service Partners”). You are responsible for ensuring that you comply with the terms of service (or equivalent agreement) of each Service Partner if you use applicable Service Partner services via a separate website or mobile site, and you will indemnify, defend, and hold us harmless from any breach of such agreement. Service Partners include, without limitation: Microsoft Azure, Amazon Web Services, Digital Ocean, Google Cloud, IBM Cloud, VoiceBase, Rev, GoTranscript.

(4) Notices, Contact Information

Notice to Us: You can contact us at the information set forth at the beginning of these Terms.
Notice to You: If you have registered with the Sites and we need to contact you directly for any reason, we will do so via the email address that you provided during the registration process. Such notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

By providing us with contact information, you consent to receive reasonable communications from us electronically. Such communications may include, but will not be limited to, legally required disclosures or other information in connection with the Sites (collectively, "Service Notices"). You can withdraw your consent to receive notices at any time.

V. User Content; Copyright Infringement or Misuse Claims

(1) Content on the Sites

We reserve the right to remove, edit or modify any content or other materials on the Sites at any time, temporarily or permanently, without notice to you or other users, for any reason in our sole discretion (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content, or if we are concerned that you may have violated these Terms).

(2) Digital Millennium Copyright Act (“DMCA”)

If you are a copyright owner, or an agent thereof, and you believe that certain content hosted on the Sites infringes on your copyright interests, you may submit a notice thereof pursuant to the Digital Millennium Copyright Act (“DMCA”) to us by providing us with the information listed below. Following receipt of a full and complete notice, we will take whatever action(s) we deem appropriate (in our sole discretion), which may include removing the subject material from the Site.

To provide full notice to us please provide the following, in writing:

Please identify the owner of the copyright that is alleged to be infringed, and please provide a name and physical or electronic signature of the copyright owner or of a person authorized to act on behalf of such owner;
Please identify the copyrighted work that you claim has been infringed (images, screenshots, etc. may be acceptable, in conjunction with a written description or web link, as may be applicable), a clear description of the location on the Sites of the allegedly infringing material, and a clear description of how you believe that your copyrighted material has been infringed;
Please provide us with adequate contact information so that we will be able to contact you regarding your notice;
Please provide a written statement to the effect that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
Please provide a written statement to the effect that the information in your notification is accurate, and that, under penalty of perjury, you are the owner or are authorized to act on behalf of the owner of the right that is allegedly infringed.

Notice under this section should be delivered to the contact information included at the beginning of these Terms.

(3) Your Content Contributions

As you participate in Research Projects or otherwise use the Sites, the Sites may allow or invite you to contribute content in various ways, including but not limited to the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials via the Sites, including but not limited to text, photographs, video or audio recordings or other material (collectively, "Contributions"). Contributions are voluntary. Contributions may be visible to other users of the Sites, QualSights, and QualSights’ customers and Service Partners, and accordingly, Contributions will be subject to the terms herein and in our Privacy Policy. Further, by submitting Contributions you agree that the distribution, transmission, public display, and use of Contributions by QualSights or a customer of QualSights (as applicable) do not and will not infringe your proprietary rights or the proprietary rights of third party (and you hereby waive all such rights). Further, you hereby grant QualSights a perpetual, irrevocable, fully-paid, royalty-free license to use, copy, process and share all Contributions in accordance with the terms of these Terms and QualSights’ privacy policy.

VI. Registration (All Sites)

The Sites may allow or require you to register for various purposes. If so, you must complete the applicable registration form and provide the information required therein. We will manage all information that you provide to us in accordance with the terms of our Privacy Policy.

(1) Registration Information

You agree that the registration information that you provide to us at registration and at all other times will be true, accurate, current, and complete. You agree to accept responsibility for all activities that occur under your account. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account information and your password, and for restricting access to your computer and other equipment.

(2) Termination of Registration

You agree that we may freeze or terminate your registration and your access to all or any part(s) of the Sites at any time, with or without notice, and with immediate effect, if we believe such action(s) are in the best interests of the Sites or the public, as determined in our sole discretion. Such action may result in the forfeiture and destruction of all information associated with your registration and/or your account.

In the event of any termination of any kind, all fees paid prior to such termination are non-refundable.

You may terminate your account at any time by following the instructions on the Sites. You may terminate these Terms at any time by canceling your registration on the Sites and discontinuing your use of the Site. However, all provisions of these Terms which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

VII. Confidentiality of Information

(1) Confidentiality Obligations of Research Participants

If you are an individual, and you either use our Sites or engage with us or our Customers to learn about and/or participate in research projects, you will gain access to information that is, by its very nature, nonpublic and confidential. In fact, all nonpublic information that is disclosed to you by QualSights, or by any of our Customers, is strictly confidential (hereafter, “Confidential Company Information”). Confidential Company Information will include without limitation all product-related information (e.g., the kind of products or services to be researched, the details of the product itself); all Customer-related information (e.g., the name of the entity); all details about particular research studies, your experiences therein and the results of such studies; and all of the technologies and business processes that you experience in the course of studies.

Confidential Company Information is or includes the valuable property of QualSights and/or our Customers. Accordingly, as a material part of your obligations under these Terms, you expressly agree that you will: (i) protect Confidential Company Information with the same degree of care that you use to protect your own confidential information, but in no event less than a reasonable degree of care, (ii) hold all Confidential Company Information in strict confidence, and that you will not use, sell, copy, transfer reproduce, or divulge such Confidential Company Information to any third party, (iii) not use Confidential Company Information for any purpose whatsoever other than as expressly authorized by these Terms.

(2) Confidentiality Obligations of Customers

Each Customer understands that it has been, and/or may be, exposed to business, technical or financial information relating to QualSights’ business operations, business methods, proprietary materials, and/or technology assets (“Confidential Information”). In addition, each Customer specifically agrees that: (a) QualSights’ Confidential Information includes all non-public information regarding the features, functionality and performance of QualSights’ platform and services.

With respect to the Confidential Information, the Customer agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third Party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement or any other agreement entered into by QualSights and the Customer.

(3) Exceptions

Notwithstanding anything to the contrary contained herein, the terms of Sections VII(1) and VII(2) above will not apply to any information that an individual or a Customer (as applicable) can document: (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the QualSights, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of QualSights.

(4) Compelled Disclosure

Notwithstanding the terms of Sections V(1) and V(2) above, an individual or a Customer may disclose Confidential Information to the extent necessary to comply with a court order or applicable law; provided, however that the individual or entity who/which intends to disclose confidential information first delivers reasonable advance notice of such disclosure to QualSights.

VIII. Ownership of Intellectual Property and Proprietary Rights

(1) We Retain Ownership of the Sites, our Property and our Content

The Sites contain content and proprietary materials that were created and/or are owned by us or by our partners. Such content is protected under the laws of the Unites States and other countries, international conventions, and other relevant intellectual property and proprietary rights laws, and such protections may include copyright, trademark, service mark, patent, trade secret and/or trade dress, and/or other proprietary rights. You must abide by and maintain all copyright, trademark and other proprietary rights notices, information, and restrictions contained in any content accessed through the Sites. And to be clear, we retain all rights in the Sites and our content except those rights expressly granted to you by these Terms. For clarity: QualSights retains ownership of all elements and features of its proprietary SaaS service platform and the Sites, and all proprietary product consumption measurement hadware, and all intellectual property rights in and derivatives thereof, whenever created, including without limitation all proprietary and/or written materials, assets, tools and data used by QualSights to perform services; and all software, web sites/web portal features, utilities, hardware, firmware, applications, devices, utilities, graphics, images, sensors, and logos. Collectively, these materials are referred to herein as, “QualSights Property”.

(2) We Grant You a Limited License to Use the Site

Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Sites and our content solely for personal (or authorized entity) use in conjunction with your use of the Sites.

(3) Feedback and Future Development

If you provide us with any suggestions or feedback (including but not limited to suggestions for improvements to the Sites, hereafter “Feedback”), you hereby grant us a fully paid, royalty-free, perpetual, irrevocable, nonexclusive license to use and/or exploit such Feedback in any way, including but not limited to by incorporating such Feedback into the Sites.

(4) De-identified or Aggregated Information

We may aggregate and anonymize information you provide to us, or which we collect as described in this policy, in such a way as to ensure it will no longer be identifiable to you. This aggregated/anonymized data may be used for statistical, analytic, and administrative purposes, including analyzing our website traffic and trends, tailoring our Services, or conducting product analysis. We may use or share anonymized or aggregated data at our discretion, in accordance with applicable laws.

(5) Mobile Application Licenses

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license and the terms contained in these Terms. Further, when you obtain a mobile application from either the Apple Store or Google Play store (each an “Application Distributor”) to access the Sites: (i) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable Application Distributor’s terms of service; (ii) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each Application Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (iii) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable Application Distributor, and the Application Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the Application Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (iv) you represent and warrant that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (b) you are not listed on any U.S. government list of prohibited or restricted parties; (v) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (vi) you acknowledge and agree that the Application Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each Application Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

IX. Liability Provisions, Dispute Resolution

(1) Warranties and Representations by Us

We make the Sites available to you – and to the public in general – on a limited basis. You agree that we have no special relationship with, or fiduciary duty to, you.

THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND EXCEPT AS SET FORTH ABOVE, THE SITES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

SOME STATES MAY NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY ACTION OF LAW. IN SUCH EVENT, YOU AGREE THAT OUR LIABILITY WILL BE THE LOWEST LIABILITY ALLOWABLE UNDER SUCH APPLICABLE LAW.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITE. We will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other user content stored on our equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.

(2) Indemnification by You

You agree to defend, indemnify, and hold harmless us, our affiliates and each of our employees, agents, members, partners, contractors, directors, suppliers and representatives, from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your violation of any of these Terms.

(3) Waiver, Release

As an express condition of your use of the Sites, you, to the fullest extent permitted by law, hereby waive and release all claims of any kind against us, our parent companies, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, for any claims, actions, suits, procedures, costs, expenses, damages and liabilities of any kind that may arise out of or in any way are related to your use of the Sites, including without limitation any damages arising from data breach incidents.

Further, YOU HEREBY EXPRESSLY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (or any statute of like effect in the jurisdiction in which you are located). This waiver extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that you do not anticipate, know, or suspect to exist at the time that you use the Sites but that may develop, accrue, or be discovered in the future.

(4) Limitation of Liability: Research Participants and Site Visitors

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITES: (I) FOR ANY LOST PROFITS, DATA LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY DAMAGES OF ANY KIND CAUSED BY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) IN ANY CIRCUMSTANCE.

THE LIMITATIONS ON OUR LIABILITY TO YOU AS SET FORTH ABOVE SHALL APPLY TO THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

(5) Limitation of Liability: Customers

Unless otherwise expressly agreed in writing by QualSights and a Customer, IN NO EVENT SHALL WE, NOR OUR DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITES: (I) FOR ANY LOST PROFITS, DATA LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY DAMAGES OF ANY KIND CAUSED BY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY THE CUSTOMER FOR THE PROJECT OR SERVICES FROM WHICH SUCH DAMAGE(S) AROSE, IN THE TWELVE-MONTH PERIOD PRECEEDING THE INCIDENT OR EVENT FROM WHICH SUCH DAMAGES AROSE.

THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SPECIFIED IN THESE TERMS ARE A MATERIAL ELEMENT OF THESE TERMS, AND THEY ARE A MATERIAL INDUCEMENT FOR QUALSIGHTS TO ENTER INTO THIS AGREEMENT AND PROVIDE SERVICES.

(6) Limitation of Liability: Service Issues

We can not (and do not) guarantee that the Sites will be available at all times, or that all of the features and functions of the Sites will be available at all times. We may experience hardware or software problems, third-party service interruptions, communications service interruptions, or other service interruptions which are beyond our control, or we may need to perform maintenance related to the Site (collectively, “Service Issues”), resulting in interruptions, delays, or service errors. You agree that we will have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site(s) due to any Service Issue(s).

(7) Statute of Limitations

UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS, YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

(8) Choice of Law and Venue

These Terms shall be governed in all respects by the laws of the State of Illinois, without regard to such state’s conflict of law provisions. You agree that any claim or dispute you may have against Us must be resolved by a court located in Cook county, Illinois except as otherwise agreed by the parties or as described in the Arbitration Agreement paragraph above. You agree to submit to the personal jurisdiction of the courts located within Cook county, Illinois for the purpose of litigating any such claims or disputes.

(9) Customers – Business Decisions

In no event will QualSights be liable for business decisions made by a Customer on the basis of results of services provided by QualSights (in whole or in part).

X. Customers: Subscriptions, Payments and Charges

(1) Services and Fees, Generally

The Sites may allow you to purchase a project or subscription to access and/or use certain SaaS-based Services (“Services”) in exchange for certain payments. Applicable fees and services are described on the Sites, or in other service documentation (e.g., a proposal) provided by us.

(2) Service Subscription Term

If you elect to purchase Services, then the date upon which you complete your registration on the Site(s) or your account is activated by us and we receive a PO or initial payment will be the effective date (the "Effective Date") of your purchase.

If you purchase a subscription or other time-based service, then the date on which your service period ends will be last day of the subscription period or the last day of services, as indicated on the Sites or other documentation. Following the end of any service period you agree that we may provide you notice that your subscription period has expired, and that you should download any content generated by you in conjunction with your use of the Sites. 90 days following such notice we may terminate all applicable services, and we may delete your account(s) and all account-related information. Unless otherwise agreed, following termination, we will have no obligation to archive, retrieve or transmit any Site or account-related information to you.

(3) Payment Processing

The Sites may allow or require you to make certain payments in conjunction with your use of the Sites and/or to purchase services. In connection therewith: We have contracted with third party a service provider(s) to process credit card payments and/or to process other kinds of payments. The only payment methods accepted by the Sites are those specifically listed and described on the Sites. We do not have access to credit card numbers or other information; our access to such information is limited to information that confirms payment status and related account information.

(4) Your Agreement re Payment Processing

If you use a credit card to make a payment on the Sites, you understand and specifically agree that we (and/or our third party service provider, as applicable) may process charges for the transactions initiated by you in accordance with the fees and rates set forth on the Sites.

(5) Additional Obligations/Restrictions

You will indemnify, defend, and hold us harmless from any breach by you of any credit or debit card processing and/or issuing agreement, and any breach by you of any agreement with an alternative payment service provider (e.g., PayPal).

You may not share accounts, and you may not create multiple user accounts or multiple user connections to the Sites in order to evade an obligation to pay service fees or other charges.

For all purchased resources and services, we will charge you in the manner and/or amounts indicated on the Sites or as otherwise expressly agreed by us in writing. If for any reason your payments are late, such payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) until paid. All charges are exclusive of taxes. If your payments are late we reserve the right to suspend or cancel your transactions and related Site privileges. And you are responsible for paying reasonable expenses and attorney’s fees that we incur collecting late payments from you.

You are responsible for paying all taxes and government charges applicable to payments you make in conjunction with the Site. To the fullest extent permitted by law, and notwithstanding anything to the contrary in these Terms, you waive all claims relating to Site-related charges unless claimed within 60 days after the due date of the charge (this does not affect your credit card issuer rights).

You acknowledge and agree that any credit card information, other payment service information, and/or related billing and payment information that you provide may be shared by us with third party service providers such as payment processors and/or credit agencies, solely for the purposes of checking credit, processing payments and otherwise servicing your account. You agree that we may convey such information as we have access to in response to valid legal process (such as subpoenas and court orders), or to establish or exercise our legal rights. We will not be liable for any use or disclosure of such information by such third parties.

XI. General Provisions

(1) Integration and Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

(2) Additional Terms

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including ‘line-noise’ interference). The Terms are personal to you and are not assignable, transferable or sublicensable by you except with our prior written consent. We may change, modify, discontinue or remove any features or functionalities of the Sites at any time, in our sole discretion, without notice. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms will be in writing and will be deemed to have been duly given: (a) when received (if personally delivered) or sent by certified or registered mail, return receipt requested; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. No action by any third party or any statement by any person other than our chief executive or managing partner shall operate to amend these Terms. To the extent there is an inconsistency between the Terms of Service and other terms or policies, these Terms of Service shall govern. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

XII. Mandatory Arbitration and Class Action Waiver

(1) Mandatory Arbitration

You (whether an individual or representative of a Customer) and QualSights agree that any action to enforce the terms and conditions of these Terms or for the breach of these Terms, shall be referred to final and binding arbitration. Any arbitration proceeding will be governed by the rules, procedures, and protocols of the American Arbitration Association and by the Federal Arbitration Act. The parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state.

(2) Class Action Waiver

You (whether an individual or representative of a Customer) and QualSights further agree that any arbitration (or other dispute resolution proceeding) shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND QualSights AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

XIII. Terminology and Definitions

The following capitalized words will have the meanings assigned below. Other words will also be defined in other sections of these Terms.

The terms “we,” “us,” “our,” “ours” and equivalent terms refer to QualSights, and all of our employees, officers, directors, agents and investors, as well as our parent and associated companies.

The terms “you,” “your,” “yours,” and equivalent terms refer in each case to the individual (whether acting individually or representing a corporate entity) who accesses or uses the Sites or any of the features of the Sites and has thereby accepted these Terms.

QualSights Terms of Service