THESE TERMS OF SERVICE ("TERMS") ARE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND QUALITYREPORTS.AI, LLC ("QUALITYREPORTS.AI"). KNOWN IN THE PUBLIC AS QUALITYREPORTS.AI.
BY CLICKING THE "I ACCEPT" BUTTON, SOLICITING COUNSEL OR ADVICE REGARDING OR RELATING TO SAFETY AND QUALITY STANDARDS WITHIN ANY DESIGNATED INDUSTRY OR OTHERWISE USING THE PLATFORM, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, "CUSTOMER" REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND "CUSTOMER" REFERS TO THAT ENTITY AND ALL THE USERS UNDER THE EMPLOYMENT, AGENCY, OR OTHERWISE ACCESSING AND UTILIZING QUALITYREPORTS.AI.
IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PLATFORM, INCLUDING ACCESSING ANY PART THEREOF, UTILIZING ANY PART, PORTION, OR SERVICE OFFERED THROUGH THE PLATFORM, OR OTHERWISE. QUALITYREPORTS.AI MAY MAKE CHANGES TO THE PLATFORM AT ANY TIME. IN ADDITION, QUALITYREPORTS.AI MAY MAKE CHANGES TO THESE TERMS AT ANY TIME. IN THE EVENT IT DOES SO, QUALITYREPORTS.AI WILL POST NOTICE OF THE CHANGES ON THE LOG-IN SCREEN FOR THE PLATFORM AND REQUIRE CUSTOMER TO ACKNOWLEDGE AND AGREE TO THE CHANGED TERMS. CUSTOMER'S CONTINUED USE OF THE PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER'S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.
a. This agreement ("Agreement") governs any products and services ("Services") provided to you by QualityReports.AI.
b. This Agreement is between the QualityReports.AI entity that owns or operates the Services that you are using or accessing (listed at qualityreports.ai) and the person or entity agreeing to these terms ("you").
c. You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then "you" in the remainder of this Agreement means your company, and you warrant that you are properly authorized to bind your company to this Agreement.
d. You agree to the terms of this Agreement when you submit an Order, create an account to access or use a Service or click on the "I agree" button.
Subject to the terms and conditions contained in these Terms, Customer may submit requests to analyze, tag and/or label Customer Content. If Customer is using the Platform under an Evaluation License, submission of Customer's Customer Content will create an Order under which Customer will receive Results according to the pre-set parameters of the applicable data program chosen by Customer.
Subject to Customer's compliance with the terms and conditions contained in these Terms, QualityReports.AI hereby grants to Customer (a) a limited, non-exclusive, non-transferable right for its Users to access and use the Platform in accordance with the Documentation; and (b) to access and use the APIs, in accordance with the applicable Documentation, for the sole purpose of submitting, uploading or otherwise transmitting Customer Content to the Platform, in each of (a) and (b) solely for Customer's Authorized Purposes and not for the benefit of any other person or entity.
Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Platform; (b) modify, translate, or create derivative works based on any element of the Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Platform...
QualityReports.AI may use the services of one or more third parties to deliver any part of the Services. QualityReports.AI will pass-through any warranties to the extent that QualityReports.AI receives any from its then current third-party service provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, QualityReports.AI may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product.
QualityReports.AI may provide you with access to connector/s to facilitate the interoperation of our Services with Third Party Products used by you. Your use of such connector/s will be subject to any additional terms that QualityReports.AI specifies from time to time. Provided that you promptly notify QualityReports.AI in writing of any error in respect of the functioning of connector/s, QualityReports.AI will use commercially reasonable endeavors to resolve the error with such connector/s within a reasonable period.
QualityReports.AI will issue Customer user logins and passwords for each of its Users authorized to access and use the Platform. If Customer is permitted to use the API to upload Customer Content, QualityReports.AI will issue Customer with an API key (as more particularly described in the Documentation, the "API Key"), which must be referenced in Customer's API calls.
Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Platform. Customer will immediately notify QualityReports.AI of any breach, or attempted breach, of security known to Customer.
QualityReports.AI will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Content in a manner consistent with what QualityReports.AI supplies generally to its other customers.
Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by QualityReports.AI, the use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform and Customer Content. QualityReports.AI cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. QualityReports.AI shall not (a) modify Customer Content, (b) disclose Customer Content except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Content except to provide and improve the Services and prevent or address service or technical problems, or at Customer's request in connection with customer support matters.
Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer and its Users to access and use the Platform via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Platform via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing.
Customer shall be solely responsible for its actions and the actions of its Users while using the Platform. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Platform, including without limitation the provision and storage of Customer Content and Results; (b) not to send or store data on or to the Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Platform or another's computer or mobile device.
Customer agrees to provide accurate, current and complete information as necessary for QualityReports.AI to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes.
Customer, and any of its Users, acknowledges and agrees that in connection with use of the Platform, Customer must: (a) provide for its own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for Customer to make such access and connection to the World Wide Web, including a computer, software and a means of connecting to or accessing the Internet.
QualityReports.AI may temporarily suspend Customer's or its Users' access to the Platform in the event that either Customer any of its Users is engaged in, or QualityReports.AI in good faith suspects Customer or any of its Users is engaged in, any unauthorized conduct.
Subject to the terms and conditions of these Terms, QualityReports.AI will use commercially reasonable efforts to make the Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime (with regard to which QualityReports.AI will use commercially reasonable efforts to provide at least 72 hours advance notice) and weekly maintenance times, or (b) any unavailability caused by circumstances beyond QualityReports.AI's reasonable control.
QualityReports.AI makes a variety of Support Services offerings available to its customers and will provide Customer with the level of support to which Customer is entitled based on Customer's purchase as set forth in an Order.
QualityReports.AI shall use commercially reasonable efforts to perform the Ancillary Services as set forth in applicable mutually executed SOWs. Each SOW will include, at a minimum: (a) a description of the scope of Ancillary Services, (b) any work product or other deliverables to be provided to Customer (each a "Deliverable"), (c) the schedule for the provision of Ancillary Services, and (d) the applicable fees and payment terms for such Ancillary Services.
Customer agrees to pay all fees specified in all Orders and SOWs using one of the payment methods QualityReports.AI supports. Customer acknowledges and agrees that quoted fees are based on the assumption that the Customer Content will comply with the applicable specifications set forth in the Documentation and that failure to comply with such specifications may result in an increase in fees.
When Customer elects to pay by credit card, QualityReports.AI will charge Customer's credit card on the date that Customer submits the Order. By providing a payment method, Customer expressly authorizes QualityReports.AI and/or QualityReports.AI's third-party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto.
's discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9, THE PLATFORM, SUPPORT SERVICES, ANCILLARY SERVICES AND ANY NON-GA SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER'S USE OF THE PLATFORM, SUPPORT SERVICES, ANCILLARY SERVICES AND NON-GA SERVICES IS AT ITS OWN RISK. QUALITYREPORTS.AI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Unless Customer is using the Platform under an Evaluation License or a Beta License, QualityReports.AI, at its expense, shall defend Customer and its officers, directors and employees (the "Customer Indemnified Parties") from and against all actions, proceedings, claims and demands by a third party (a "Third-Party Claim") alleging that the Platform infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys' fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.
Customer shall defend QualityReports.AI and its licensors and their respective officers, directors and employees ("QualityReports.AI Indemnified Parties") from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Content or Customer System (and the exercise by QualityReports.AI of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party's privacy rights or Intellectual Property Rights.
"Confidential Information" means any and all non-public technical and non-technical information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary.
As between QualityReports.AI and Customer, all right, title and interest in the Platform and any other QualityReports.AI materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by QualityReports.AI or QualityReports.AI's licensors and providers, as applicable.
As between QualityReports.AI and Customer, all right, title and interest in (a) the Customer Content, (b) modified version of the Customer Content that are prepared for Customer through Customer's use of the Platform ("Results"), (c) other information input into the Platform by Customer (collectively, "Other Information") and (d) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer.
By accepting these terms and conditions, you grant QUALITYREPORTS.AI permission to process your personal data for the purposes specified herein. QUALITYREPORTS.AI will only use your data in accordance with applicable data protection laws in the State of Florida. We will implement appropriate technical and organizational measures to protect your personal information from unauthorized access, disclosure, or misuse.
Data won't be retained after (1) termination of site, (2) no obligation more than 30 days, but for purposes of maintaining site, can continue to hold for as long as customer using site. No affirmative duty to hold data for any specific set of time, no further obligations to hold, collect, store, or otherwise maintain data after thirty day period from date of collection.
NEITHER QUALITYREPORTS.AI NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF QUALITYREPORTS.AI OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER QUALITYREPORTS.AI NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID BY CUSTOMER TO QUALITYREPORTS.AI UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.
The term of these Terms commences on the date they are accepted by Customer continues until terminated as provided herein.
A party may terminate these Terms and any Statement of Work upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice.
QualityReports.AI may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if: you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches; you have failed to pay any Fees within sixty (60) days after the relevant due date; you infringe Quaityreports.AI Intellectual Property Rights; or your use of the Services breaches any applicable law or any of the QualityReports.AI Policies. QualityReports.AI will notify you of any suspension or termination under section (15) (where practicable).
If QualityReports.AI suspends your use of the Services pursuant to its rights under this Agreement: QualityReports.AI will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to QualityReports.AI resuming the provision of the Services; and QualityReports.AI will only resume the provision of the Services once you have cured (to QualityReports.AI's reasonable satisfaction) the matter that caused the suspension.
Upon expiration or termination of these Terms, (a) Customer's use of and access to the Platform and QualityReports.AI's performance of all Support Services and Ancillary Services shall cease; (b) all Orders and Statements of Work shall terminate; and (c) all fees and other amounts owed to QualityReports.AI shall be immediately due and payable by Customer.
QualityReports.AI uses Artificial Intelligence technologies ("AI") to enhance certain services and improve user experience. QualityReports.AI's use of AI may include, without limitation, customer service chatbots and other informational chat features or services, personalized recommendations, automated data analysis, and predictive modeling.
The Platform may utilize opinions, memorandum, regulations, rules, laws, reports, or otherwise information derived and/or published for public dissemination and use from any governmental agency, regulatory body, or otherwise public-facing entity in the governmental sector, in furtherance of the purpose of the Platform. QualityReports.AI does not warrant this information is not responsible for any decisions made utilizing this information.
The Platform may utilize opinions, memorandum, regulations, rules, laws, reports, or otherwise information derived and/or published for public dissemination and use from any trade agency, regulatory body, or otherwise industry related entity in the private sector, in furtherance of the purpose of the Platform. QualityReports.AI does not warrant this information is not responsible for any decisions made utilizing this information.
HOWEVER, DUE TO THE CONSTANTLY EVOLVING NATURE OF TECHNOLOGY AND AI, ALL AI FEATURES, AND ANY AI- BASED OR ASSISTED SERVICES, ARE PROVIDED TO CLIENT ON AN AS-IS BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CLIENT ACKNOWLEDGES THAT AI-GENERATED INFORMATION OR SERVICES MAY CONTAIN ERRORS AND MAY NOT PRODUCE ACCURATE OUTPUT, AND CLIENT UNDERSTANDS AND AGREES THAT SUCH CONTENT OR SERVICES SHOULD BE USED SOLELY AS SUPPLEMENTARY INFORMATION AND NOT AS THE SOLE BASIS FOR DECISION-MAKING.
In addition QualityReports.AI may provide you with access to features and functionality through the Subscription Services that are powered by third party artificial intelligence systems (AI Features). You are responsible for any text you type in, or images or other content you upload to AI Features (Input) as well as the resulting material that is generated (Output). You acknowledge and agree that both Input and Output are Your Data.
You are responsible for ensuring that your Input and Output complies with this Agreement and our QualityReports.AI Policies. You acknowledge and agree that your Input will not include any Personal Information. You may use your Output for any legally permitted purpose, provided that you comply with this Agreement and accept that any such use is at your own risk. When using your Output, you must let other users of the Output know that the content is AI-generated.
You acknowledge and agree that the Output is generated by artificial intelligence. QualityReports.AI has not verified the accuracy of the Output and it does not represent QualityReports.AI views. QualityReport.AI makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output.
It is prohibited to use AI Features to mislead anyone that that the Output is human-generated, provide medical, legal or financial advice, generate legally binding obligations, generate political content, generate source code, generate spam, ransomware or viruses, generate shocking content include profane subjects, generate information to be used for legal purposes or implement fully-automated decision making.
You acknowledge that any Input you provide, including any Personal Information or commercially sensitive data that you choose to include within that Input, will be shared with third party providers such as OpenAI, LLC. Third party providers may use such Input to improve their services. This includes any Personal Information you choose to include within such Input. You consent to such Personal Information being included in an Input being shared to any such third party providers.
QualityReports.AI may impose limits on the number of Outputs you can generate using AI Features. You will be notified when you have reached the maximum number of Outputs for your account. Some AI Features are not available in all languages.
All notices which any party to these Terms may be required or may wish to give may be given by addressing them to the other party at the addresses set forth below (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt.
These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of Washington as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles.
The Platform is for use within the geographic boundaries of the United States of America and its territories with the exception of California, Virginia, Colorado, Connecticut, Utah, and any other state in which laws and/or regulations have been enacted similar to or synonymous with those of which are enacted under the General Data Protection Regulation (GDPR). If the Platform is utilized by any company, individual, or otherwise, such use is subject to the laws regarding privacy within the State of Florida, and agreement and consent to these Terms shall act and be deemed an express waiver to QualityReports.AI's use of any data or information which would otherwise be subject to compliance with such GDPR-like laws or regulations implemented within the aforementioned states.
QualityReports.AI has the right to reference and use Customer's name and trademarks and disclose the nature of the Services provided hereunder in each case in QualityReports.AI business development and marketing efforts, including without limitation QualityReports.AI's web site.
Customer agrees that, so long as these Terms remain in effect, and for a period of one (1) year following their termination, it will not directly solicit for employment the employees of QualityReports.AI without QualityReports.AI's prior written consent; provided, however, that the foregoing prohibition shall not preclude the hiring by Customer of any individual who responds to a general solicitation or advertisement, whether in print or electronic form, only job postings and social networking sites.
If Customer is a Federal Government entity, QualityReports.AI provides the Platform, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Platform include only those rights customarily provided to the public, as defined in these Terms.
The Platform utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals").
Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of QualityReports.AI. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. These Terms, including all applicable Orders, and Statements of Work, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for your payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.