Terms of Service

Effective as of July 17, 2021

q&ai Technologies, Inc. TERMS OF SERVICE

1.    Agreement. The following Terms of Service (the "Terms") constitute a binding agreement between you and q&ai Technologies, Inc. DBA Buzzle ("q&ai", "Buzzle AI", “we,” “our” and “us”). These Terms set forth conditions regarding your access to and use of the q&ai website and any other services offered as part of the Buzzle AI platform (the "Services").

By accessing or using the Services in any manner, including but not limited to visiting or browsing q&ai’s website or contributing content or other materials to q&ai’s platform, you agree to be bound by these Terms with respect to yourself and any a company, partnership, association, or other entity on whose behalf you access the Services.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with q&ai with respect to its Services (each, a “Related Agreement”). To the extent these Terms conflict with a Related Agreement, the terms of the Related Agreement shall control.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTIONS 19 AND 20 BELOW.

2.    Modification. We reserve the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.

3.    Privacy Policy. These Terms include the provisions in this document, as well as those in our Privacy Policy.

4.    Eligibility. The Services are intended solely for persons who are at least 18 years old. By using the Services you represent and warrant that you are at least 18 years old. If you are not 18 or older, you may not use the Services.

If you use the Services on behalf of a company, partnership, association, or other entity, you hereby represent and warrant that you have the capacity to enter into these Terms on behalf of the entity, or an authorized representative of the entity has agreed to allow you to bind the entity to these Terms.

5.    Acceptable Use. We hereby grant you permission to access and use the Services provided your use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

5.1. You may only use the Services for internal business use within your company or other entity. You may not transfer your access to others, or allow others to access the Services through your own access.

5.2. You may only use the Services for lawful activity. In addition, you may not use the Services in any manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.

5.3. You may not interfere with or damage the Services, including, without limitation, through the use of viruses, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.

5.4. You may not copy, rip, or capture any content encountered on the Services. This includes bulk copying or "scraping" any portion of the website content using a bot or other tool.

5.5. You may not use the Services to upload, transmit, or promote any material that constitutes junk mail, spam, or commercial offers.

5.6. You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including q&ai).

5.7. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.

6.    User Accounts. You may be required to sign up for an account, and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.

6.1. If you would like us to terminate your account, please contact us at [email protected]

6.2. You may not transfer your account to anyone else without our prior written permission.

6.3. You may also be allowed to create a q&ai account by logging into your account with certain third-party platforms ("Third Party Information Providers” including, but not limited to, Google or Facebook). You may link your q&ai account with a Third Party Information Provider by either: (i) providing your Third Party Information Provider account login information to us through the Services; or (ii) allowing us to access your Third Party Information Provider. PLEASE NOTE THAT YOUR RELATIONSHIPS WITH THE THIRD PARTY INFORMATION PROVIDERS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THOSE THIRD PARTY INFORMATION PROVIDERS, AND THOSE AGREEMENTS WILL DETERMINE WHAT INFORMATION WE WILL BE ABLE TO ACCESS AND USE THROUGH THOSE THIRD PARTY INFORMATION PROVIDERS. Your q&ai account will be created for your use of the Services based on the personal information you provide us or that we obtain via a Third Party Information Provider.

7.    Content. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, and illustrations (all of the foregoing except User Content, the “q&ai Content”), are protected by copyright and/or other intellectual property laws. 

You acknowledge that as between you and q&ai, the Services and q&ai Content, including all associated intellectual property rights, are the exclusive property of q&ai.

Conditioned upon your compliance with these Terms, q&ai grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services solely for your use and (ii) access and view any q&ai Content to which you are permitted access. You have no right to sublicense the licensed rights granted in this section. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by q&ai or its licensors, except for the licenses and rights expressly granted in these Terms.

7.1. We may, at our sole discretion, permit you to post, upload, publish, submit or transmit content, including but not limited to training materials and company handbook content (“User Content”). By submitting any User Content on or through the Services, you grant to q&ai a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license , with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, stream, broadcast, access, and otherwise exploit the User Content, in any media, in order to operate, promote, improve, or market the Services. To the extent that your User Content includes personally identifiable information, we will only disclose that information in the limited circumstances identified in our Privacy Policy, or to the extent the User Content is inherently personally identifiable information, such as voice content. In addition, to the extent that q&ai de-identifies and aggregates any User Content, you agree that the derived data is no longer User Content, and is thus owned by q&ai.

7.2. You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to q&ai the license above.

8.    Payment.

8.1. Payment and Billing Information. By providing a credit card or other payment method for the purchase of our Services, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we (or our third-party payment processor) encounter in order to proceed with your Order. You acknowledge that the amount billed may vary due to promotional offers, changes in the Services, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.

8.2. Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice. Products or services are subject to availability, and we reserve the right to cancel all or part of the Services and to discontinue making certain Services available without prior notice.

9.    Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that q&ai has the right, but not the obligation, to use the Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.

10. Notices of Copyright Infringement. q&ai respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, q&ai will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the “Notice”):

                       i.        the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;

                      ii.        the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;

                    iii.        your mailing address, telephone number, and, if available, email address;

                    iv.        a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

                      v.        a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and

                    vi.        your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows: 5 Walnut Court, Matawan, New Jersey 07747.

Upon receipt of the Notice as described above, q&ai will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

11. Termination. q&ai may immediately and without notice terminate these Terms and disable your access to the Services if q&ai determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third party rights; or (c) q&ai believes, in good faith, that the action is needed to protect the safety or property of other users, q&ai, or third parties. Notwithstanding the foregoing, q&ai will in good faith attempt to provide you with advance notice (if reasonable in the circumstances) of any disabling of your access to the Services.

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, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

12. Third Party Content. By using the Services, q&ai may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. One such example is our third party payment processor. You hereby acknowledge that q&ai does not control any third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of those services is subject to their respective terms of service. q&ai does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by any third-party websites and services. q&ai disclaims any and all responsibility or liability for any harm resulting from your use of any third-party websites and services, and you hereby irrevocably waive any claim against q&ai with respect to the content or operation of any any third-party websites and services.

13. Disclaimer of Warranties. YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND Q&AI TECHNOLOGIES CONTENT ARE PROVIDED "AS IS," AND Q&AI TECHNOLOGIES, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM Q&AI TECHNOLOGIES, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.

Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.

14. 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 Q&AI (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, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $20 OR (II) THE AMOUNTS PAID BY YOU TO Q&AI IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) 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.

q&ai hereby expressly disclaims, and you hereby expressly release q&ai from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or related to disputes, dealings, or interactions between you and any other users or third parties.

15. Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify and hold q&ai, its affiliates, 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), (b) any User Content, or (c) your violation of these Terms. 

16. Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by q&ai (a) via email (in each case to the address that you provide) or (b) by posting to our website.

17. No Waiver. The failure of q&ai to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

18. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without q&ai‘s prior written consent. Any attempt by you to assign or transfer these Terms without that consent will be null and of no effect. q&ai may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

19. Severability. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

20. Governing Law and Arbitration. These Terms are governed by and will be construed under the laws of the State of New Jersey, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Middlesex County, New Jersey, 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 those Rules. Judgment upon the award rendered by the 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 these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Middlesex County, New Jersey. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND Q&AI ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

21. Entire Agreement. These Terms constitute the entire agreement between you and q&ai regarding your use of the Services, and supersede all prior written or oral agreements.

22. Contact Us. If you have any questions about the Services, please do not hesitate to contact us at [email protected]