Master Services Agreement
 

This Master Services Agreement (“Agreement”) governs your purchase and use of our Services. By executing the “Customer Sign Up Form” form referencing this Agreement, you agree to the terms of this Agreement.This Agreement was last updated on January 1, 2020. It is effective between you, the Customer, and Viveo Labs Inc. (DBA Qbit), herein (“Qbit,” “we” and “us”) as of the date submission of the “Customer Sign Up Form”, the “Effective Date”.

1. Terms of Use. 
 

Welcome to Qbit! We are excited to have you on board. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (collectively, the “Services”). These Terms of Use (the “Terms”) are a binding contract between you and Qbit. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@getQbit.com.
 

You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.

2. Will these Terms ever change?

We are constantly improving our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
 

3. What does it cost to use Qbit?

Access to and use of Qbit Services is done via purchase of an annual subscription (paid up front in one lump sum or paid monthly) as on 'Select Subscription' page of the 'Sign Up' portion of Qbit's website. The date upon which the first invoice is sent to you serves as “Day 1” of your subscription period and serves as the “Calendar Anniversary Date”. Qbit shall charge the first payment on Day 1, with payment due immediately, payable via ACH or credit card payment.  Qbit survey experiences can only be launched after payment is received.  For annual subscriptions that are paid monthly, Qbit shall automatically charge for the second and subsequent payments every month thereafter on the Calendar Anniversary Date. You shall pay all applicable fees as stipulated in connection with the Service.  Minimum subscription commitment is 12 months. Subscriptions will automatically renew at the end of each year on the “Calendar Anniversary Date“ for an additional one year term, unless either party gives the other written notice for non-renewal at least 30 business days before the end of the then-current subscription term.  From within the billing section of your Qbit account, you may upgrade to higher level Service plan at any time or add user seats at any time. From the billing section of your Qbit account, you may also remove the additional user seats previously added. You are permitted to downgrade to a lower level Service plan once every 12 months after your first Calendar Anniversary Date. All fees are non-refundable and are to be paid in US dollars.  You will be required to provide Qbit accurate payment information, and you agree to promptly update your account information with any changes. Monthly payments will be charged to you in advance (typically within 1-2 business days of the Calendar Anniversary Date), via the payment method provided upon enrollment into the subscription. Qbit reserves the right to change its price list and to institute new charges at any time. If you are an existing client and we change prices, we will notify you by email at least 30 days before the change is to take effect for your next billing cycle. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. You are responsible for all taxes associated with the Services other than U.S. taxes based on Qbit’s net income. Additional terms agreed upon in writing may be applicable as well.
 

4. Qbit Confidentiality; Feedback
 

You acknowledge that, in the course of your relationship with Qbit and in using the Services, you may obtain information relating to the Services and/or Qbit (“Proprietary Information”). Such Proprietary Information shall belong solely to Qbit and includes, but is not limited to, the features and mode of operation of the Services, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information:

(a) You shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Qbit unless such Proprietary Information becomes generally publicly available without your breach of this Agreement.

(b) You agree to take reasonable measures to maintain the Proprietary Information and Services in confidence.

You may, at your discretion, provide feedback to Qbit with respect the Services (“Feedback”). Feedback may include, without limitation, new feature suggestions or errors or difficulties discovered in the Services and the characteristic conditions and symptoms of the errors and difficulties. Qbit shall own all right, title, and interest in the Feedback and you shall and hereby do make all assignments necessary to accomplish the same.

5. What about my company’s confidentiality & privacy?

Qbit takes the privacy of its customers very seriously. We acknowledge that, in the course of our relationship with you and in your using our Services, we may obtain information relating to your company (“Proprietary Information”). Such Proprietary Information shall belong solely to you and includes, but is not limited to, trade secrets, ideas, business, product, marketing and financial information, pricing, and market research data. In regard to this Proprietary Information:
(a) Qbit shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without prior written consent by you unless such Proprietary Information becomes generally publicly available without our breach of this Agreement.

(b) Qbit agrees to take reasonable measures to maintain the Proprietary Information and Services in confidence.
Qbit reserves the right to aggregate non-customer identifying data across customer accounts in an anonymous fashion for the purposes of improving its services, performing trend analytics or so we can make more accurate recommendations to you around use of our services.  
 

 

6. What about participant (i.e. consumer) privacy?

Qbit takes the privacy of its participants equally as seriously. Qbit never shares the names or contact information of any participants with any of its customers, unless those customers have explicitly opted-in to make themselves known to customers of their choosing.  For more information, please refer to the Qbit Privacy available within the Qbit App (or by request to: support@getQbit.com). 

7. What are the basics of using Qbit?
 

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
 

You will only use the Services in a manner that complies with all laws that apply to you. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
 

If you elect to add the optional service termed “Expert Insights” you fully acknowledge that the Indemnification section of this agreement applies to all analysis, commentary, insights and suggestions -- whether they be explicit or implicit – as provided via Qbit Expert Insights or Qbit communication (including verbal, electronic or written).  Further, unless otherwise agreed to in writing, the scope of Expert Insights is capped at 100 participant responses.

Your use of the Services is subject to the following additional restrictions. Specifically, you represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

•    Infringes or violates the intellectual property rights or any other rights of anyone else (including Qbit);
•    Violates any law or regulation, including, without limitation, any applicable export control laws;
•    Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
•    Jeopardizes the security of your Qbit account or anyone else’s (such as allowing someone else to log in to the Services as you);
•    Attempts, in any manner, to obtain the password, account, or other security information from any other user;
•    Violates the security of any computer network, or cracks any passwords or security encryption codes;
•    Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
•    A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

8. What are my rights when using Qbit?
 

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, Participant Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Qbit’s) rights.
 

You understand that Qbit owns the Services and “Qbit” (the “Trademark”) is a registered trademark of Viveo Labs Inc. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services and Trademark.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do.

9. Will Qbit ever change the Services?
 

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
 

10. What else do I need to know?

a.    Data Preservation
If you choose not to renew your subscription after the initial 1 year term, Qbit will maintain your access to your company’s dashboard data for 1 year.

b.    Account Termination
Qbit is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Qbit has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

c.    Warranty Disclaimer
Neither Qbit nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We will not be responsible or liable for the uptime or reliability of the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY Qbit (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

d.    Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Qbit (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO Qbit IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

e.    Indemnification
To the fullest extent allowed by applicable law, you agree to indemnify and hold Qbit, its affiliates, its “expert insights” subcontractors, its officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

f.    Assignment
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Qbit’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

g.    Disputes
Ideally, if you have any concerns or complaint against Qbit, we would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a claim against Qbit, you agree to try to resolve the dispute informally by contacting support@Qbit.com. Qbit will attempt to resolve the dispute informally (and will contact you via email). If a dispute is not resolved within 30 days of submission, you may bring a formal proceeding

h.    Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms, that is not solved via the dispute mechanisms above, shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND QBIT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

i.    Miscellaneous
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Qbit may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Qbit agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Qbit, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Qbit, and you do not have any authority of any kind to bind Qbit in any respect whatsoever. You and Qbit agree there are no third party beneficiaries intended under these Terms.