TERMS

USER AGREEMENT

Welcome to Qlytics. By using this website, you and any entity that you represent (collectively, “you” or “your”) agree to be bound by this user agreement (“User Agreement”) between you and Qlytics, LLC. and its affiliates (“Qlytics” the “Company,” “we,” “us,” “our”). Please read this User Agreement carefully before using or obtaining any materials, information, products or services through this website. THIS IS A LEGALLY BINDING USER AGREEMENT. This User Agreement incorporates the Qlytics Privacy Policy (all together, “Terms of Service”).

DIGITAL SIGNATURE.

By clicking to accept this User Agreement, you are deemed to have executed this User Agreement electronically, effective on the date you clicked the “Agree and Continue” button located at the end of this User Agreement. Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this User Agreement and that you have read and reviewed this User Agreement and have accepted all of the terms and conditions as stated in this User Agreement.

THE SITE. 

 Qlytics offers access to and use of Qlytics software and related services at Qlytics.com or any website “powered by Qlytics” that accesses Qlytics software and related services (collectively, the “Site”) subject to your acceptance of this User Agreement. By accessing, using or obtaining any content, data, materials, information, products or services through this Site, you agree to be bound by and to comply with this User Agreement. If you do not accept all of this User Agreement, then you do not have permission to access or use the Site and we make act to block your access to the Site without notice. This Site is intended solely for users who are eighteen (18) years of age or older. By using the Site, you confirm and represent that you are at least eighteen (18) years of age or older.

MODIFICATIONS.

Qlytics reserves the right to modify this User Agreement at any time and will do so from time to time. Each modification shall be effective upon its posting to the Site. Your continued use of the Site following any such modification constitutes your acceptance of any changes to this User Agreement. It is therefore important that you review this User Agreement regularly. If you have any questions concerning this User Agreement, please contact Qlytics through the link available at Qlytics.com/support.

SERVICES.

The Site is intended to serve as a central hub for your AI development, data and data analytics needs. Qlytics offers a variety of services through the Site (each a “Service” and together the “Services”) and, depending on which Services you choose to use, additional terms and conditions may apply.

You may purchase the following Services through the Site:

Data – Services to license data offered by others (“Third Party Data”), to license data in databases and/or datasets owned by Qlytics (the “Qlytics Data”), to license Qlytics Data APIs and libraries, program languages and/or software programs that utilize the Qlytics APIs (collectively the “Qlytics APIs”);

Talent – Services which allow you to find and hire personnel (“Talent”) with management and or development skills in the areas including but not limited to machine learning, deep learning, and data science on a project basis, and to offer your own data skills for purchase by others; 

Resources – Services which include compute, storage, database and related cloud resources (the “Resources”) deployed by the Service and used by you to store, process and manage Data and Apps;

User License – Services to provide role-based access (“User License”) to the Service, Resources, Apps and Data; and

Apps – Services include Machine Learning and Deep Learning applications for extracting knowledge from voice, text, and image data and related proprietary tools (the “AI Application”), which allow you to process User Data and data you have licensed through the Site using computing resources.

REGISTRATION AND ACCOUNT CREATION.

The Site allows you to set up projects (each a “Project”) using Services available through the Site. You may not create a Project without a valid registration to Qlytics. You must register for the Site by completing the online registration form available on the Site. Your registration may be subject to review by Qlytics. By registering for the Site, including those portions that require a fee or payment for access, you represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to notify Qlytics promptly of any changes to this registration information. You will select a username and a password, keep it secret, and not to share them with anyone. You may not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that Qlytics, in its sole discretion, deems offensive or inappropriate. Qlytics reserves the right to deny creation of your account based on inability to verify the authenticity of your registration information. You shall immediately notify Qlytics of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your Qlytics account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service.

PAYMENT OF SUBSCRIPTION SERVICES. 

It is free to register for the Site. However, you may be charged fees (either on a one-time or subscription basis) associated with individual roles, Projects and Services used in the Project or on the Site. Subscription Services are personal to you, and you may not transfer or share subscriptions with any other person (including but not limited to your family or coworkers).

You agree to Qlytics storing your payment information with our third-party payment processor (“TPPP”). In addition to agreeing to this User Agreement, you agree to abide by all terms of service associated with providing payment information to the TPPP.

The payment information you will provide to the TPPP may include both your credit card and your bank account information. The credit card or bank account that you submit will be charged immediately based on the services you choose for a Project. You also agree to pay the applicable fees for any subscription as they become due and to pay all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription Services or account and rescission of data and Services provided by the Site to you. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Qlytics does not support all payment methods, currencies or locations for payment. 

CLIENT AND TALENT RELATIONSHIP WITH QLYTICS. 

The Site includes a Talent Hub that provides users (“Client”) with the ability to search for, invite and hire Talent to deliver projects or task based AI development Services. Talent and Client are both users of the Site. Talent and Client both agree that Qlytics is not a party to their contract and dealings. Qlytics provides the Site for Talent and Client to connect and serves only as a medium to facilitate the provision of Client defined AI development Services. Talent and Client contract independently for the provision of the Services. Client is solely responsible for selecting Talent, establishing the Services to be provided and managing the overall project. Any decision by Client to receive Services or by Talent to provide Services is a decision made in such person’s sole discretion.

Talent and Client are free to contract as they deem necessary to complete the Services. The contract between Talent and Client shall not alter this Agreement. They Parties may also agree to use the Optional Service Agreement as a sample contract. QLYTICS ASSUMES NO RESPONSIBILITY FOR YOUR USE OF THE OPTIONAL SERVICE AGREEMENT.

PAYMENT OF TALENT FEES.

Talent contracted to perform Services on or through the Site will be charged a Service Fee based on the total Talent Fees collected less any refunds or reversals. This Service Fee is included in the published hourly rates displayed on the Talent Hub. 

If you are an External Talent invited to work on the Site and issued a contract to perform Services, at a negociated rate different than the rate then published on the Site then a Service Fee of 15% of billed Services will be charged to you and deducted from the amounts due at time of payment. 

Qlytics charges users a payment processing and administration fee of 5% on each payment made by users through Qlytics (the “Payment Processing Fee”) to an External Talent for the Services.

If payments made by a user are released for any reason or refunded by a Talent, then the Payment Processing Fee will not be refunded.

AUTHORIZATION FOR ACH DEBITS AND CREDITS.

If and to the extent permitted by Qlytics in its sole discretion, Users may pay Talent Fees, Subscrition Fees, and other fees owed under the Terms of Service from their designated bank accounts or credit card. Subject to Qlytics eligibility requirements, if you elect to pay Talent Fees or any other fees owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize Qlytics to electronically debit and, if necessary, electronically credit your designated credit card or bank account via ACH for such fees pursuant to the Terms of Service, and you agree to comply with the ACH rules. Your authorization for ACH transfers will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your account or by contacting Customer Support. You understand that we require at least five (5) business day’s prior notice in order to cancel your authorization for ACH transfers.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your account or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization. However, we assume no responsibility for our failure to do so.

You may view a history of your account transactions by logging in to the Site. You are solely responsible for promptly reconciling your account transaction history with the transaction records for your bank account. You must immediately notify us of any errors or discrepancies in your account transaction history (each, an “Error”) within two (2) days of when the Error could be viewed in your account transaction history on the Site. If you do not notify us of an Error within two days of when the Error could be viewed in your account transaction history on the Site, then you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

AUTO RENEWAL OF SUBSCRIPTION. 

You understand that, unless you notify us that you wish to terminate a subscription before the end of your then-current subscription term, your subscription will continue to automatically renew for successive terms of the same duration and account will be charged for each such renewal at the subscription fee in effect at the time of that renewal. In the case of special or introductory offers, your subscription will automatically renew for successive semi-annual or annual terms and your credit card will be charged at the subscription fee in effect at the time of that renewal.

In the event legal action is necessary to collect on balances due, you agree to reimburse Qlytics and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Site or Services. You understand that we will hold and store such bank card or payment information to facilitate payment and deposit, damage reimbursement, and other liability purposes.

QLYTICS RESERVES THE RIGHT TO CHANGE THE APPLICABLE SERVICES AND FEES AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES AND CHANGING THE COST FOR A SUBSCRIPTION AND THE RESPECTED SUBSCRIPTION DURATIONS). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH SERVICES (INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY WILL BE TO CANCEL YOUR SERVICES, AS SET FORTH BELOW.

NON-SOLICITATION.

During the term of this User Agreement and for twenty-four (24) months thereafter (“Non-Solicitation Period”), to the extent that you leverage the Site and hire External Talent to provide Services, you will use the Qlytics’ Site as your exclusive method to receive all Services from that External Talent and will make all payments, directly or indirectly, to that Talent exclusively through the Site. During the Non-Solicitation Period, you shall not make complete or partial payments to any such External Talent for services outside of the Site, or otherwise circumvent Qlytics’ role as payment processor or the Site payment methods, and any violation of the foregoing restrictions is a material breach of this User Agreement. By way of illustration, and not in limitation of the foregoing, within the Non-Solicitation Period, you will not: (a) accept proposals from, receive services from, or make payments to any External Talent first identified through the Site except via Qlytics; or (b) pay or report on the Site a payment amount lower than that actually agreed between you and a Talent through the Site. YOU WILL NOTIFY QLYTICS IMMEDIATELY IF A TALENT MEMBER REQUESTS directly or indirectly MAKING PAYMENTS OUTSIDE OF THE QLYTICS PLATFORM WITHIN THE NON-SOLICITATION PERIOD. If during the Non-Solicitation Period, you offer traditional employment to a Talent then you agree to pay Qlytics a fee equal to the Total Earnings Compensation Potential of said Talent (the “Employment Fee”). The following is the calculation to obtain Total Earnings Compensation Potential: Talent Hourly Rate X 40 hours X 26 weeks.  You will pay Qlytics the Employment Fee upon invoice.

CANCELLATION AND REFUND POLICY.

If you registered to use any of the Services from the Site and wish to cancel, you must do so by selecting “Unsubscribe” from the user payment settings on the Site. If you have already been charged for a term of a subscription Service, when you cancel, you will continue to have access to that subscription until the term of that subscription has run out. You will not be charged for the following term.

Qlytics can’t offer refunds on any fees and charges related to any Services – including partially used subscription terms. ALL SALES ARE FINAL. Also, please note that all of your access to the Site and User Content may be limited immediately after you terminate any Services, so make sure to backup all User Content if you do not want to lose access. We do not offer refunds for lack of usage or dissatisfaction.

SITE CONTENT AND LICENSE.

Excluding the User Content (as defined below), Third Party Data and certain open source content available on the Site, all content on the Site (including, without limitation, all Site information and infrastructure, associated tools, user information, data, newsletters, blog posts, general text, graphics and the Sites design, etc. and their selection and arrangement, collectively, the “Site Content”) is the proprietary information of Qlytics and its licensors, with all rights reserved by Qlytics and its licensors. 

No Site Content or IP may be modified, copied, distributed, reproduced, republished, downloaded, posted, transmitted, or sold in any form or by any means, in whole or in part, without Qlytics’ prior written permission in each instance. Provided that you are eligible to use the Site, pay any applicable fees, and comply with the conditions of this User Agreement, you are granted a limited license to access and use the Site and the Site Content (other than open source content which is separately licensed) solely for your own use, provided that you keep all copyright or other proprietary notices intact. Certain Site Content (including without limitation Third Party Data, Qlytics Data, the Qlytics APIs and AI Applications are subject to additional charge. You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Qlytics, is strictly prohibited and will terminate your account and limited license granted herein without notice. Unauthorized use may also violate applicable laws including securities, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this User Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. You must not modify, adapt, hack or violate the security of the Site. You must not reverse engineer the algorithms used by the Site or probe the Site for vulnerabilities nor assist or permit any third party to do so. Your license is revocable at any time without notice and with or without cause. We may suspend or terminate your access to the Site at any time for operational, regulatory, legal or other reasons or if you breach any of this User Agreement.

You agree not to (or to assist or permit any third party to) use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to Qlytics in a given period of time than a single human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to (or to assist or permit any third party to) collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. Qlytics reserves the right in its sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in Qlytics’ sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.

Upon acceptance, this User Agreement governs your right to use and access the Site and any subscription services through the Site. This User Agreement grants you a non-transferable, non-exclusive, revocable limited right and license to access the Site for the limited purposes, and under this User Agreement. You are permitted to receive, process, and display the Qlytics Data in your permitted application to individual end users provided you or your end users use the Qlytics Data in such a way as to not repackage, resell or otherwise exploit the Qlytics Data apart from your permitted application. You are also permitted to systematically query the Qlytics APIs. You must disclose in your application, website or software (on any page where Qlytics Data is used) either the Qlytics logo or reference that the data is from Qlytics.  If you reach your daily API call limit for your subscription, your service will be shut off until the next day, which resets at 12:00am Eastern Standard Time US.

NO SERVICE GUARANTEE.

You understand and agree that Qlytics makes no representation, warranty or condition that: (a) the Site or Services will be uninterrupted, timely, secure, reliable, accurate or error-free; (b) the Site or Services will meet your requirements; (c) the Site or Services will meet your expectations, be suitable for any purpose, or be accurate, complete, reliable, current, timely, adequate, or error-free. Qlytics disclaims all liability for the use or interpretation of data obtained from the Site. Data obtained through the Site may be delayed, inaccurate or contain errors or omissions, and Qlytics will have no liability with respect thereto. Qlytics does not endorse nor is responsible for any Third Party Data or open source content which may be available through the Site. YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. 

THIRD PARTIES.

The Site displays links to other websites and content, information and data obtained from other websites. You agree that we are not responsible or liable for any actions or inactions of other websites. You understand that we use third-party vendors to provide necessary hardware, software, networking, storage, and related technology to run the Site and to provide the Services. You agree and acknowledge that we are not responsible in any manner whatsoever for any actions or inactions of such third-parties. You further understand that third-party vendors provide us with data and services that we share on the Site and as part of the Site Content and Services and unless expressly agreed by Qlytics in writing, we do not take any responsibility for any third-party provided data and services.

INTELLECTUAL PROPERTY.

Using the Site and the Services does not give you ownership or license of any intellectual property rights in the Site or the Services or in any content, information or data accessed on or through the Site or the Services, including content, information and data obtained from a third-party.

You will not have ownership rights to any type of data or information obtained through the Qlytics Site, application programming interface(s) (API), or any other Services. This includes any data or information collected or created by Qlytics (including the Qlytics Data) and/or provided by any outside publisher under a partnership or redistribution contract with Qlytics (including the Third Party Data) (collectively, the “Services Data”). The Services Data, including but not limited to text, content, and data, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Services Data is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all additional copyright notices or restrictions contained in the Services Data. You may not use the Services Data for any illegal purpose or in any manner inconsistent with this User Agreement. You acknowledge that the Services Data has been developed, compiled, prepared, revised, selected and arranged by Qlytics and others (including Third-Party Data providers) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Qlytics and such others. You agree to protect the proprietary rights of Qlytics and all others having rights in the Services Data during and after the term of this User Agreement and to comply with all reasonable written requests made by Qlytics to protect Qlytics’ and others’ contractual, statutory and common law rights in the Services Data. You agree to notify Qlytics in writing promptly upon becoming aware of any unauthorized access or use of the Services Data by any party or of any claim that the Services Data infringes upon any copyright, trademark, or other contractual, statutory or common law rights. You acquire absolutely no rights or licenses in or to the Service and materials contained therein other than the limited right to utilize the Service in accordance with these User Agreement. You may not offer the Services Data, or any part thereof, for sale, rent, license or commercial redistribution.

TRADEMARKS.

“Qlytics”, “Q-Platform”, the Qlytics logos and any other product or service name or slogan contained in the Site are trademarks of Qlytics and may not be copied, imitated or used, in whole or in part, without the prior written permission of Qlytics. You may not use any metatags or any other “hidden text” utilizing “Qlytics” or any other name, trademark or product or service name of Qlytics without our prior written permission. In addition, the look and feel of the Site and Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Qlytics and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Qlytics names or logos mentioned in the Site and Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

DMCA.

It is your responsibility to comply with any copyright laws that govern the content, information or data accessed on or through the Site. Qlytics is an index. It is a conduit to data published on various locations on the Internet. Like any search engine, Qlytics makes no claim to own the data it indexes or caches. Qlytics endeavors to respect copyright. If you believe this site is indexing your copyright data and you would rather it not do so, you may submit a take-down request.

Qlytics has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millennium Copyright Act (the “DMCA”). The address of Qlytics’s Designated Agent for copyright takedown notices (“Designated Agent”) is Qlytics.com/support.

Reporting Instances of Copyright Infringement:

If you believe that content residing or accessible on or through our Site infringes a copyright, please send a written notice (by email or regular mail) to the Designated Agent. Please note that you will be liable for damages (including costs and attorney’s fees) if you materially misrepresent that material is infringing your copyright(s). Please use the following format (including section numbers) when you send written notice to us:

Identification of the work or material being infringed.

Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Qlytics is capable of finding it and verifying its existence.

Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number and e-mail address.

A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.

A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is either the copyright owner, or authorized to make the complaint on behalf of the copyright owner.

A signature of the copyright owner, or a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

After removing material pursuant to a valid DMCA notice, Qlytics will notify the user responsible for the allegedly infringing material that it has removed or disabled access to the material. Qlytics reserves the right, in its sole discretion, to immediately terminate the account of any user who is the subject of a DMCA notification.

USER CONTENT POSTED ON THE SITE.

You are solely responsible for all content (including, but not limited to all user registration information, profile information, forum posts, comment posts, user to user messages, and text/design/content of any kind) that you upload, publish or display (hereinafter, “post”) on or through the Site, or transmit to or share with other users of the Site (collectively the “User Content”). You may not post, transmit, or share User Content on the Site that you did not create, that you do not hold a Copyright, or that you do not have permission to post. You understand and agree that Qlytics may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Qlytics violates this  User Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Qlytics. When you post User Content to the Site, you authorize and direct us to make such copies and backups thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, without compensation from Qlytics, and you represent and warrant that you have the right to grant, to Qlytics an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, (including, without limitation, any commercial purpose, including, a marketplace for sublicensed User Content, and/or any other purpose). On or in connection with the Site and Services, Qlytics may grant and authorize sublicenses of the foregoing, without compensation from Qlytics. You may remove your User Content from the Site at any time; provided that you acknowledge and agree that Qlytics’s license and all sublicenses to the User Content shall continue perpetually as specified in the license grant above. Qlytics does not assert any ownership rights over your User Content; rather, as between us and you, subject to the rights granted to us in this User Agreement, you retain ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. 

WARRANTY DISCLAIMER.

WE MAKE NO WARRANTY OF ANY KIND REGARDING OUR SITE CONTENT AND/OR ANY USERS CONTENT POSTED TO THE SITE, DATA, MATERIALS, INFORMATION, PRODUCTS OR SERVICES PROVIDED ON OUR SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” BASIS.

LIABILITY DISCLAIMER.

To the maximum extent permitted under law, you agree that we are not liable for any loss or damage of any kind resulting from the use, inability to use, performance or nonperformance of the Site or Services or any content, information or data accessed on or through the Site.

IN NO EVENT SHALL QLYTICS, BE LIABLE FOR (A) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF YOUR ACCESS TO, USE OF OR BROWSING IN OUR SITE OR YOUR DOWNLOADING OF ANY CONTENT, INFORMATION, MATERIALS, DATA, TEXT OR IMAGES FROM OUR SITE OR (B) ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF OUR SITE OR CONTENT, DATA, MATERIALS OR INFORMATION FOUND THEREIN, (II) ANY FAILURE OR DELAY IN USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE, OR (III) THE PERFORMANCE OR NON PERFORMANCE BY US OR ANY THIRD-PARTY PROVIDER TO OUR SITE, EVEN IF WE HAVE BEEN, OR A THIRD-PARTY PROVIDER HAS BEEN, ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.

INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Qlytics and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use of and access to the Site or the Services; (ii) any interaction between you and other users; (iii) your violation of any term of this Agreement; or (iv) your violation of any third party intellectual property rights. This defense and indemnification obligations will survive the termination of this Agreement.

NO UNLAWFUL OR PROHIBITED USE.

The Site is based in the United States. We make no claims concerning whether the Site may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Site or User Content to countries or persons prohibited under the export control laws. By downloading the Site or User Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Site.

COMPLIANCE AND REGULATORY INQUIRIES.

You are solely responsible for compliance with laws, regulations and policies in connection with your use of the Site. In the event that you receive non-routine notice or inquiry or investigation or request for information from any governmental authority or agency or any self-regulatory organization relating to the Site, Services, or any User Content, you shall immediately notify Qlytics in writing except to the extent prohibited by law, regulation or legal process. Further, you shall keep Qlytics informed of any material developments concerning the matter except to the extent prohibited by law, regulation or legal process.

TERMINATION.

Qlytics reserves the right to terminate this User Agreement at any time, for any reason, or for no reason, including but not limited to, if you violate any provision of this User Agreement. Qlytics reserves the right to terminate this User Agreement on any basis of over usage of any of the Site Content or Services by you. Over usage will be decided upon by Qlytics. If at any time Qlytics terminates this User Agreement, you have 24 hours to destroy and remove all Qlytics Data, content, and any information Qlytics asks from the application, software, or website and all computers, hard drives, networks, and other storage media licensed to this User Agreement. 

NOTICES.

Notices under this Agreement shall be sufficient if in writing and delivered to addressee by email address provided in your account or Qlytics’s customer service at Qlytics.com/support.

ASSIGNMENT.

Company shall have the right to assign this Agreement to its subsidiaries, affiliates, successors and assigns, and shall inure to the benefit of and be enforceable by said subsidiaries, affiliates, successors or assigns.  Freelancer may not assign this Agreement, or any rights or obligations hereunder, without the prior written consent of Company.

GOVERNING LAW.

This User Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Massachusetts, U.S.A, without regard to its conflict of laws rules. Any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this User Agreement, including any claim based on contract, tort, or statute, shall at the request of Company, be resolved by final and binding arbitration conducted at a location determined by the arbitrator in Massachusetts administered by and in accordance with the then existing rules and procedures of the American Arbitration Association, and judgment upon any reward rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.

ENTIRE USER AGREEMENT; SEVERABILITY.

This User Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof.  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed reformed to the extent necessary to be valid, legal and enforceable.

End.

PRIVACY POLICY

PLEASE READ THIS PRIVACY POLICY CAREFULLY BEFORE USING OR OBTAINING ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES THROUGH THIS SITE.

Qlytics LLC is a Delaware Limited Liability Company (“Qlytics” the “Company,” “we,” “us,” “our”). We take your privacy seriously. We pledge to follow the provisions of this Privacy Policy in order to protect your privacy rights. This Privacy Policy forms part of the Qlytics Terms of Use and is incorporated by reference.

This Privacy Policy (“Policy”) outlines our general policy and practices for protecting your private information on the Qlytics.com website and related services (collectively, the “Site”). It includes the types of information we gather, how we use it, and the choices individuals have regarding our use of their information. This Policy applies to all personal and non-personal Information received by us whether in electronic, written, or verbal format.

We reserve the right to modify this Policy at any time and will do so from time to time. Each modification shall be effective upon its posting to the Site. Your continued use of the Site following any such modification constitutes your acceptance of any changes to this Policy. It is therefore important that you review this Policy regularly.

If you have any questions concerning this Policy please contact Qlytics at Qlytics.com/support.

SCOPE.

This Policy covers all of the Site. However, it does not apply to entities that we do not own or control including advertisers or developers of content. We may include third-party links on the Site. These third-party sites are governed by their own privacy policies and not this Policy. We therefore have no responsibility or liability for the content and activities of these third-party sites. Please check the privacy policy of any third-party site you interact with on or off the Site.

INFORMATION COMPANY COLLECTS ABOUT YOU.

Each time You access the Site You receive a “cookie” from us. We use cookies (small pieces of data stored for an extended period of time on a computer, mobile phone, or other device) to make the Site easier to use, and to protect both you and Qlytics. These cookies give us information about your use of the Site and may be used to collect clickstream data. You may remove or block cookies using the settings in your browser, but doing so may impact your ability to use the Site. We may also use pixels, widgets and other tools to gather such information to improve the experience of the website or mobile application.

Qlytics uses cookies to link user activity to their registration information. Linking User activity to registration information allows our system to confirm a user’s identity on the Sites and to save and recognize authorized User log-in information so that authorized Users do not have to log in each time they visit the Sites or access Site Content. We use clickstream data for a variety of purposes, including, but not limited to: 

      • Help us recognize your computer as a previous visitor, and save and remember any preferences that may have been set while you were visiting our Site or using our Services.
      • Track, accumulate and report information on our Site and Site Content and Third-Party Data usage to our partners and customers so that they can measure the effectiveness of advertisements and content viewed on the Site and as part of the Services;
      • Help us customize the content and advertisements you are shown while visiting our Site and using our Services and potentially other web sites online;
      • Determine which features users like best to help us improve our Site and Services, personalize your user experience, and measure overall Site and Services effectiveness;
      • Share non-personally identifying information about your areas of interest to third parties to allow targeted advertising elsewhere on the internet using tracking technologies; and
      • Disclose aggregated information as detailed below.

We may contract with third-party service providers to assist us in better understanding our Site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.

When you access the Site from a computer, mobile phone, or other device, we may collect information from that device about your browser type, location, and IP address, as well as the pages you visit and the date and time you access the Site.

We may keep track of some of the actions you take on the Site including the user profiles and the analyses you upload. We may also ask you about your personal and data use habits. Even if you do not provide this information, we may obtain it from messages you post, your profile, or the analyses you post, and the analyses you view or purchase. We may retain the details of connections or transactions you make on the Site.

We may collect information from the ads you view when you use the Site. We may also keep track of links you click on in emails you receive from us. This is done to increase the relevancy of the ads you see.

We may also gather information about you from the content other users post on the Site. Some of this information may contain personal information.

INFORMATION YOU PROVIDE TO COMPANY.

As part of the process to become a user of Qlytics, we require you provide your username, email address, and a password. You may voluntarily provide other information including, but not limited to, mailing address, phone number, place of employment, past employment and education history, etc.

While using the Site you may provide text, files, images, photos, videos, location data, or any other materials (collectively “User Content” or “Content”) to Qlytics by uploading, posting, or publishing the User Content on the Site. User Content you place on the Site may contain a picture of your face.

We may retain the details of connections or transactions you make on the Site.

Use of the Site may include you posting Content. Some of this Content is placed in a public forum. Any information in a public forum is accessible by anyone, including people who are not users of the Site. Please keep this in mind when posting Content on the Site.

INFORMATION YOU PROVIDE TO OTHER USERS.

You may also interact directly with other users of the Site. When you interact with others on the Site you may provide other personal information about yourself such as political or topical views, religious affiliation, or marital status. Please use care when disclosing private information to other users of the Site. Be aware they may share information you give them with other users you may not know. They may also share the information outside the Site without your prior approval. We do not have control over the actions of our users, and accept no responsibility or liability for their actions. We do not require users to undergo a screening process and make no representations or warranties as to the truthfulness of information users provide. Please keep this fact in mind when using the Site.

HOW WE USE YOUR PERSONAL INFORMATION.

We use the information you are required to provide to become a registered user in order to insure you are over the age of eighteen (18). The Site is not meant to be used by anyone under the age of eighteen. If you are under eighteen, please do not attempt to register for Qlytics or send us any personal information. If you believe someone has submitted information from someone under eighteen, contact us and we will remove the information as soon as possible.

We may share non-personally identifying information we collect from your activity on the Site with other users, news agencies and other third parties in order for them to better understand investment trends and patterns specific to Qlytics users.

We will use the information we collect to provide services and features to you. We will also use the information to measure and improve the Site, and to provide you with customer support.

We may contact you with service-related announcements from time to time. We may also update you about new product offerings and communications relevant to your use of the Site. We may include Content in the emails we send to you. You may opt-out of certain communications by signing into your account and changing your communication preferences. You can also remove yourself from communication by clicking on an “unsubscribe” hyperlink contained in every communication.

We may use information about you that we collect from other users to supplement information in your account. This includes activities like linking your account to a post placed by another user which references Content placed you.

We allow other users to use contact information they have about you, such as your username, to find you.

Certain software applications and applets transmit data to us. We may not make a formal disclosure if we believe our collection of and use of the information is the obvious purpose of the Site or its related application. If it is not obvious that we are collecting or using such information, the first time you provide the information we will disclose that we are collecting it from you.

We may use the information we collect to prevent potential illegal activities. We also use a variety of methods to detect and address anomalous activity and screen content to prevent abuse.

HOW WE SHARE YOUR INFORMATION.

Qlytics may share your information with third-parties when we believe doing so is permitted by you, reasonably necessary to offer our services, or when legally required to do so. We will not share your information with third-parties in a way we think violates your privacy. The following are examples of ways we may share your information, however, this list is informative not exhaustive.

We may also share information when we have a good faith belief it is necessary to prevent fraud or other illegal activity, to prevent imminent bodily harm, or to protect you and ourselves from a third-party violation of the Terms of Service of the Site. This may include sharing information with other companies, lawyers, and courts or other government entities. We may disclose information pursuant to subpoenas, court orders, or other requests (including criminal and civil matters) if we have a good faith belief that the response is required by law. This may include requests from jurisdictions outside of the United States if we have a good faith belief that the response is required under the local law in that jurisdiction, is applicable to users from that jurisdiction, and is consistent with generally accepted international standards. We may disclose analyzed data in the form of purchasing trends or statistical data. No personally identifiable attributes will be attached to this disclosure.

BUSINESS OR ASSET TRANSFER OR SALE.

We may be sold, sell or buy businesses or assets of businesses, or merge with another business. In such transactions, personal information generally is one of the transferred business assets. Also, in the event that Qlytics, a line of business of Qlytics, or substantially all of our assets are transferred, personal information may be one of the transferred assets. If any such change in ownership or control of your personal information will take place, we will make a reasonable effort to provide notice on the Site and via your most recently provided email address.

SECURITY.

We shall take reasonable steps to protect your information from loss, misuse, unauthorized access, disclosure, alteration, or destruction. We have in place appropriate physical, electronic, and managerial procedures to safeguard and secure personal information. We cannot guarantee the security of information on or transmitted via the Internet. We encourage you to keep your password and account information secure and confidential.

DATA INTEGRITY.

We shall only process personal information in a way that is compatible with and relevant to the purpose for which it was collected or has been authorized. To the extent necessary for those purposes, we shall take reasonable steps to ensure that personal information is accurate, complete, current, and reliable for its intended use.

HOW WE SHARE YOUR INFORMATION.

You can review, update, and change some of your personal information – including your email address and password – in your profile at any time. We will allow you access to your personal information and allow you to correct, amend, or delete inaccurate information. For access requests please contact Qlytics through the link available at qlytics.com/support. Access will not be allowed where the burden or expense of providing access would be disproportionate to the risks to your privacy or where personal rights other than your own would be violated.

OTHER.

Unless stated otherwise, our current Policy applies to all information that we have about you and your account.

By using the Site, you consent to having your personal information and data transferred to and processed in the United States.

END.

 
 

Talent Member Agreement

This Talent Member Agreement (this “Agreement”) is between Qlytics, LLC, a Delaware limited liability (“Qlytics”), at 1301 Avenue of the Americas, NY 10019, and you, the Talent Member (“Talent”). Qlytics and Talent are referred to collectively as the “Parties” and each individually as a “Party”. This Agreement incorporates the Qlytics User Agreement and Privacy Policy (all together, “Terms of Service”), and all of their defined terms.

The Parties agree as follows:

Digital Signature.  By clicking to accept this Agreement, Talent is deemed to have executed this Agreement electronically, effective on the date (“Effective Date”) Talent clicks the “Agree and Continue” button located at the end of this Agreement. Doing so constitutes an acknowledgement that Talent is able to electronically receive, download, and print this Agreement.

The Site.  Qlytics offers access to and use of Qlytics software and related services at Qlytics.com or any website “powered by Qlytics” that accesses Qlytics software and related services (collectively, the “Site”) subject to your acceptance of this Agreement. By accessing, using or obtaining any content, data, materials, information, products or services through this Site, you agree to be bound by and to comply with this Agreement. If you do not accept all of this Agreement, then you do not have permission to access or use the Site and we make act to block your access to the Site without notice. This Site is intended solely for users who are eighteen (18) years of age or older. By using the Site, you confirm and represent that you are at least eighteen (18) years of age or older.

Talent Hub Relationship with Qlytics.  The Site includes a Talent Hub that provides users (“Client”) with the ability to search for, invite and hire Talent to deliver projects or task based development services (“Services”). Talent and Client are both users of the Site. Talent agrees that Qlytics is not a party to Talent’s contract and dealings with Client. Qlytics provides the Site for Talent and Client to connect and serves only as a medium to facilitate the provision of Client defined development Services. Talent and Client contract independently for the provision of the Services. Client is solely responsible for selecting Talent, establishing the Services to be provided and managing the overall project. Any decision by Client to receive Services or by Talent to provide Services is a decision made in such person’s sole discretion. 

Talent and Client are free to contract as they deem necessary to complete the Services. The contract between Talent and Client shall not alter this Agreement. They Parties may also agree to use the Optional Service Agreement as a sample contract. QLYTICS ASSUMES NO RESPONSIBILITY FOR YOUR USE OF THE OPTIONAL SERVICE AGREEMENT.

Standard of Services.  Talent shall use best efforts to perform the Services to the satisfaction of Client.  Talent represents and warrants to Qlytics that Talent possesses the requisite skills to provide the Services, and that Talent will perform the Services in a timely, professional and workmanlike manner in compliance with all applicable laws.  Talent agrees to exercise competence and honesty in all of Talent’s dealings with Qlytics and Client.

Talent Payment.  Client and Talent mutually agree to the hourly cost of Services via the Payment Service located on the Site. Talent will invoice the Client via the Payment Service, on a weekly bases, for all Service costs delivered and accepted by the Client. Talent shall accurately report all Services as provided. The agreed to Services costs are paid by Client via the Payment Service. All such invoices will be paid by Client via the Payment Service upon receipt of such invoice from Talent. Qlytics shall deduct a fee for Talent’s access to the Qlytics Site or performance of the Services in accordance with this Agreement. Qlytics facilitates the payment transaction per this Agreement, but Qlytics is not responsible for mediating any resulting disputes between Client and Talent. As such, Qlytics has no obligation to provide refunds or credits.

Payment Processing Services.  Qlytics is not a bank and does not offer banking services. Qlytics facilitates the processing of payments using Payment Gateway Processors. This means that Qlytics collects, analyzes and relays information generated in connection with these payments and these payments are processed by Payment Gateway Processor. Qlytics may change Payment Gateway Processor in its sole discretion at any time and without notice.

Talent is an Independent Contractor.  Talent is and will be an independent contractor to Client and is not and will not be deemed to be an employee of Qlytics or Client. Qlytics will not pay or withhold from any compensation or payments owed by Qlytics to Talent under this Agreement any federal, state or local income or payroll-based taxes or other amounts.  Talent shall not receive workers’ compensation or unemployment compensation insurance through Qlytics. In addition, Talent shall not be entitled to participate in any benefits or benefit plan offered by Qlytics to any of its employees. Talent understands that Talent may have liability for employment taxes, self-employment taxes, or workers’ compensation, or other insurance for Talent or the employees of Talent.  Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind.

Formation of Talent Account.  By providing the Services, Talent agrees to create an account on the Site (“Talent’s Account”). Talent is granted a limited, personal, non-transferable, non-sub-licensable, non-exclusive, and revocable right to use the Site subject to the restrictions set forth in the Terms of Service. In registering for an account, Talent agrees to provide true, accurate, current and complete information about Talent’s self as prompted by the Services’ registration process and as requested from time to time by Qlytics (such information, “Registration Data”). Talent further agrees that, in providing such Registration Data, Talent will not knowingly omit or misrepresent any material facts or information and that Talent will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to Talent Registration Data. Talent further consents and authorizes Qlytics to verify Talent Registration Data as required for Talent use of and access to the Site and the Services.

Protection of Talent Account.  Talent agrees to maintain Talent’s Account solely for Talent’s own use. Talent agrees that Talent will not allow another person to use Talent’s Account IDs to access or the Site or the Services under any circumstances. Talent is solely and entirely responsible for maintaining the confidentiality of Talent’s Account IDs and for any charges, damages, liabilities or losses incurred as a result of Talent’s failure to do so. Qlytics is not liable for any harm caused by or related to the theft of Talent Account IDs, Talent disclosure of Talent’s Account IDs, or Talent authorization to allow another person to access or use the Site or the Services using Talent Account IDs. Furthermore, Talent is solely and entirely responsible for any and all activities that occur under Talent’s Account, including any charges incurred relating to the Site or the Services. Talent agrees to immediately notify Qlytics of any unauthorized use of Talent’s Account or any other breach of security known to Talent.

Right to Terminate.  Qlytics reserves the right, in its sole discretion, to terminate Talent’s Account if Talent violates this Agreement or for any reason or no reason at any time. Qlytics may also suspend Talent’s access to Talent’s Account for any false, incomplete, inaccurate, or misleading information or otherwise engage in dishonest, fraudulent or illegal conduct.

Termination Effects.  If Talent Account is terminated or suspended for any reason for or no reason, then Talent agrees: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Site and the Services, (c) that the license provided under this Agreement and the Terms of Service shall end immediately, (d) that Qlytics reserve the right (but has no obligation) to delete all of Talent’s information and account data stored on our servers, and (e) that Qlytics shall not be liable to Talent or any third party for termination or suspension of access to the Site or the Services or for deletion of Talent’s Account or Services data. Qlytics will not be liable to Talent for compensation, reimbursement, or damages in connection with Talent’s use of the Site or Services, or in connection with any termination or suspension of the Site or Services. Any termination of this Agreement does not relieve Talent of any obligations to pay any costs accrued prior to the termination and any other amounts owed under this Agreement.

Disclaimers.  THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. QLYTICS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

QLYTICS MAKES NO WARRANTY THAT (I) THE SITE OR SERVICES WILL MEET TALENT OR CLIENT’S REQUIREMENTS OR EXPECTATIONS, (II) THAT TALENT OR CLIENT’S ACCESS TO OR USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE SITE OR THE SERVICES OR ANY SERVER THROUGH WHICH TALENT WILL ACCESS THE SITE OR THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES ARE ACCESSED AT TALENT’S OWN DISCRETION AND RISK, AND TALENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO TALENT OR CLIENT’S COMPUTER SYSTEM, MOBILE DEVICE, TABLETS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QLYTICS OR THROUGH OR FROM THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY.

Limitation of Liability and Release.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QLYTICS OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICES; (II) ANY DISPUTE WITH CLIENT; OR (III) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICES.

Indemnification.  Talent agrees to defend, indemnify and hold harmless Qlytics and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) Talent’s use of and access to the Site or the Services; (ii) any interaction between Talent and Client; (iii) Talent’s violation of any term of this Agreement; or (iv) Talent’s violation of any third party intellectual property rights. This defense and indemnification obligations will survive the termination of this Agreement.

Assignment of Inventions.  For purposes of this Agreement, the term “Invention” means any idea, invention, modification, discovery, design, development, improvement, composition, process, formula, recipe, formulation, data, method, technique, work of authorship, know-how, show-how, patent, copyright, moral right, trade name, trademark, trade secret or any other form of intellectual property right whatsoever. To the extent provided in the contract between Client and Talent, Talent acknowledges and agrees that the Services shall be deemed “work for hire” to the fullest extent permissible by law.  Furthermore, if during the Talent’s contract with Client, Talent should make, conceive, discover, reduce to practice or become possessed of any Inventions that concern the business of Client, then as between Talent and Client, Talent agrees that such Inventions, and all the benefits thereof, shall immediately and automatically become the sole and exclusive property of Client. Qlytics reserves all rights to its intellectual property as provided in the Terms of Service.

License to Background Technology.  “Background Technology” means all Inventions developed by Talent other than in the course of providing Services to Client and all Inventions acquired or licensed by Talent that Talent uses in performing the Services under this Agreement or incorporates into the Services. Talent shall disclose in the contract between Client and Talent any Background Technology. If Talent discloses no Background Technology, then Talent warrants that no Background Technology will be incorporate into the Services. Upon Talent’s receipt of full payment from Client for delivery of the Services, Talent hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Services delivered for that payment. If payment is made only for partial delivery of Services, then the license as described herein applies only to the portion of the Services delivered and paid for.

Non-disclosure.  During the Talent’s period of contract with Client, and for a period of five (5) years following the termination of such contract for any reason, Talent shall keep confidential and not disclose Client’s confidential information.

Non-Solicitation.  Talent shall not, during the period in which Talent is contracted by Client and for two (2) years thereafter (the “Non-Solicitation Period”), directly or indirectly (individually or as a Talent to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity) solicit, divert or take away, or attempt to solicit, divert or take away from Qlytics, or offer employment or any freelance arrangement to, or otherwise interfere with the business relationship of Client or Qlytics with, (i) any person who is, or was at any time during the Non-Solicitation Period, employed by, associated with, or a Talent to Client or Qlytics or (ii) any person or entity who is, or was at any time during the Non-Solicitation Period, a client, or any other party having material business relations with Client or Qlytics.

NON-COMPETITION.  DURING THE TALENT’S PERIOD OF CONTRACT WITH CLIENT, AND FOR A PERIOD OF TWO (2) YEAR FOLLOWING THE TERMINATION OF SUCH CONTRACT FOR ANY REASON, TALENT SHALL NOT DIRECTLY OR INDIRECTLY (WHETHER AS OWNER, PARTNER, SHAREHOLDER, DIRECTOR, TALENT, AGENT, EMPLOYEE, CO-VENTURE OR OTHERWISE) ENGAGE, PARTICIPATE OR INVEST IN ANY BUSINESS ACTIVITY ANYWHERE IN THE WORLD THAT DEVELOPS, MANUFACTURES OR MARKETS ANY PRODUCTS, OR PERFORMS ANY SERVICES, THAT ARE OTHERWISE COMPETITIVE WITH OR SIMILAR TO THE PRODUCTS OR SERVICES OF CLIENT OR QLYTICS, OR PRODUCTS OR SERVICES THAT CLIENT OR QLYTICS HAVE UNDER DEVELOPMENT OR THAT ARE THE SUBJECT OF ACTIVE PLANNING AT ANY TIME DURING TALENT’S PERIOD OF CONTRACT.

FEEDBACK.  WHEN CLIENT HAS UTILIZED THE SERVICES, THEN THE CLIENT WILL BE INVITED BY QLYTICS TO COMMENT ON TALENT’S PERFORMANCE AND TO PROVIDE A SCORE FOR CERTAIN ASPECTS OF THE PERFORMANCE. THE COMPLETED REVIEW AND RATING MAY BE UPLOADED ONTO THE SITE FOR THE SOLE PURPOSE OF INFORMING FUTURE CLIENTS OF THEIR OPINION ON THE QUALITY OF THE SERVICE. THE REVIEW AND RATING ALSO MAY BE PLACED BY QLYTICS ON SOCIAL MEDIA SITES, NEWSLETTERS, SPECIAL PROMOTIONS, APPS, OR OTHER CHANNELS OWNED, HOSTED, USED, OR CONTROLLED BY QLYTICS. REVIEWS MUST BE SUBMITTED WITHIN TEN (10) DAYS AFTER COMPLETION OR TERMINATION OF THE SERVICES CONTRACT BETWEEN TALENT AND CLIENT. QLYTICS WILL ALLOW TALENT TO RESPOND TO A REVIEW. QLYTICS RESERVES THE RIGHT TO ADJUST, REFUSE, OR REMOVE REVIEWS AT OUR SOLE DISCRETION. QLYTICS DOES NOT COMPENSATE CLIENT FOR COMPLETING A REVIEW. QLYTICS WILL USE REASONABLE EFFORTS TO MONITOR AND REMOVE REVIEWS THAT INCLUDE PROFANITY, SEXUALLY EXPLICIT, HATE SPEECH, DISCRIMINATORY, THREATS, OR VIOLENCE.

NOTICES.  NOTICES UNDER THIS AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND DELIVERED TO ADDRESSEE BY EMAIL ADDRESS PROVIDED IN TALENT’S ACCOUNT OR QLYTICS’S CUSTOMER SERVICE AT QLYTICS.COM/CONTACT-US/.

Assignment.  Qlytics shall have the right to assign this Agreement to its subsidiaries, affiliates, successors and assigns, and shall inure to the benefit of and be enforceable by said subsidiaries, affiliates, successors or assigns.  Talent may not assign this Agreement, or any rights or obligations hereunder, without the prior written consent of Qlytics.

Changes.  Qlytics reserves the right, in its sole and absolute discretion, to change, modify, add to, supplement or delete any of this Agreement and the Terms of Service. Qlytics will endeavor to inform Talent of any material changes by email but will not be liable for any failure to do so. If any changes are unacceptable to Talent, or cause Talent to no longer be in compliance with this Agreement, then Talent must terminate and immediately stop using the Site and the Services. Talent’s continued use of Site or the Services following any revision to this Agreement constitutes Talent’s acceptance of any such changes.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, U.S.A, without regard to its conflicts of laws principles. Any controversy, dispute or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement, including any claim based on contract, tort, or statute, shall at the request of Qlytics, be resolved by final and binding arbitration conducted at a location determined by the arbitrator in Massachusetts administered by and in accordance with the then existing rules and procedures of the American Arbitration Association, and judgment upon any reward rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.

Entire Agreement; Severability.  This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof.  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed reformed to the extent necessary to be valid, legal and enforceable.

End.

 

OPTIONAL SERVICE AGREEMENT

Users who enter into a Service Contract on Qlytics.com (“Site”) with another User are free to agree to this Optional Service Agreement in whole or in part, or to agree to different or additional terms for their Service Contract(s). However, if and to the extent that the Users who are party to a Service Contract have not agreed to different terms, then they agree to incorporate this Optional Service Agreement. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Qlytics, or agree to any terms that would violate the Terms of Service. Neither Qlytics nor any affiliate of Qlytics is a party to any Service Contract by or between Users regardless of whether this Optional Service Agreement is incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. This Optional Service Agreement is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Agreement in whole or in part.

PARTIES.

Client and Talent identified on the Site under the Service Contract are the parties to the Services Contract. The address of each party is the address entered under the tax information on the Site.

SERVICES.

Client and Talent agree that the Talent is performing Services as an independent contractor and that Talent is not an employee or agent of Client. Talent will perform the Talent Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Talent Services will be determined and controlled solely by Talent, which is engaged by Client as an independent contractor.

The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS.

If a User subcontracts with or employs third parties to perform Talent Services, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Services Contract remains responsible for the quality of the services.

CLIENT PAYMENTS AND BILLING.

Talent agrees to accurately report hourly invoices by billing hours worked under the account of the User that worked the hours, including, if applicable, Agencies billing their Clients for hourly work done by Agency Members.

TERMINATION OF A SERVICE CONTRACT.

Either Client or Talent has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Talent Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Talent Fees for any Talent Services provided prior to termination.

THIRD-PARTY RIGHTS.

Talent represents and warrants that Talent will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Talent Services that are not generally available for use by the public or have not been legally transferred to the Client.

BACKGROUND TECHNOLOGY.

Talent will disclose in the Engagement terms any Background Technology which Talent proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Talent discloses no Background Technology, Talent warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Talent will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Talent, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Talent agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

CLIENT MATERIALS.

Client grants Talent a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Talent Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Talent will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Talent’s premises, systems, or any other equipment or location otherwise under Talent’s control. Within ten days of such request from Client, Talent agrees to provide written certification to Client that Talent has returned or destroyed all Client Materials and Work Product as provided in this subsection.

OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY.

Upon Talent’s receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Talent has any Intellectual Property Rights to the Work Product that are not owned by Client upon Talent’s receipt of payment from Client, Talent hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Talent retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Talent hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

LICENSE TO BACKGROUND TECHNOLOGY.

Upon Talent’s receipt of full payment from Client for delivery of Work Product, Talent hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

LICENSE TO OR WAIVER OF OTHER RIGHTS.

If Talent has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Talent, Talent hereby automatically, upon Talent’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Talent, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Talent has any rights to such Work Product that cannot be assigned or licensed, Talent hereby automatically, upon Talent’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

ASSISTANCE.

Talent will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Talent’s signature on any document needed in connection with the foregoing, Talent hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Talent.

CONFIDENTIALITY.

To the extent a Client or Talent provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Talent Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Talent); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Talent Services.

If and when Confidential Information is no longer needed for the performance of the Talent Services for a Services Contract or at Client’s or Talent’s written request (which may be made at any time at Client’s or Talent’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

DEFINITIONS.

The following capitalized terms have the following meanings:

Background Technology” means all Inventions developed by Talent other than in the course of providing Talent Services to Client under the Service Contract and all Inventions that Talent incorporates into Work Product.

Client” means any person who entered into a Service Contract to obtain Talent Services from a Talent.

Client Deliverables” means requests, intellectual property, and any other information or materials that a Talent receives from a Client to perform Talent Services.

Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Talent for Talent to perform Talent Services.

Confidential Information” means Client Deliverables, Talent Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Talent Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Talent or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

Talent” means any person who entered into a Service Contract to perform Talent services for a Client.

Talent Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Talent for a particular Service Contract.

Talent Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Talent in any Hourly Invoice, multiplied by the hourly rate set by the Talent; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Talent; and (c) any bonuses or other payments made by a Client.

Talent Services” means all services performed for or delivered to Clients by Talents.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Talent governing the Talent Services to be performed by a Talent for Client for an Engagement; or (b) if you use Qlytics Site payment system, the contractual provisions between Talent and the Staffing Provider for the provision of services to Client.

Work Product” means any tangible or intangible results or deliverables that Talent agrees to create for, or actually delivers to, Client as a result of performing the Talent Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

END.