Terms of Use
Latest update: 30 January 2023
Thank you for using Qandai.
These terms of use (“Term”) apply when you use the products and services of Qandai Limited, a company incorporated in the United Kingdom with registered company number 13423832 (“Qandai”, we, us and our), including our application programming interface, software, tools, developer services, data, documentation and website (“Services”). The Terms include our Privacy Policy (which explains how we collect and use personal information), and other documentation, guidelines, or policies we may provide in writing from time to time. By using our Services you agree to be legally bound by these Terms.
1. Registration and Access
You must be 18 years or older and able to form a binding contract with Qandai to use our Services. You may not make your access credentials or account available to others, and you are responsible for the security of your account credentials and all activities that occur using your credentials. You agree to notify Qandai without delay of unauthorised use of your account or any other breach of security relating to the Services. We are not responsible for any loss or damage caused by the disclosure of your account details to someone else.
You agree to only use accurate and complete information to register an account with us – failure to do so may result in temporary or permanent suspension of your applicable account(s).
You further agree that you are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and similar.
2. Usage Requirements
(a) Use of Services. You may access, and we grant you a non-exclusive licence for the duration of our contract together to use the Services in accordance with and subject to your ongoing compliance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services and your entitlement to access the Services is subject to the revocable licence we grant to access them.
(b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use them without restriction or compensation to you and we retain the intellectual property rights in all aspects of and developments to our Services.
(c) Licence Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates our or any other person’s rights; (ii) use the Services in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iv) use the Services to develop foundation models or other large scale models or other products, systems or offerings that compete with Qandai; (v) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through our API; (vi) transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code designed to adversely affect the operation of the Services; (vii) use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of our Services; (vi) reproduce, duplicate, copy, share, or re-sell any part of the Services in contravention of these Terms (viii) use, share, or otherwise exploit the Services for any commercial, business, or monetised purpose whatsoever (other than the express purpose of our Services as set out in these Terms); (ix) represent that output from the Services was human-generated when it is not; or (x) buy, sell, or transfer API keys or any aspect of our Services without our prior consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Qandai.
(d) Acceptable Use Restrictions.
(e) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content
(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, Qandai hereby assigns to you all its right, title and interest in and to Output. Qandai may use Content as necessary to provide, maintain and develop the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
(b) Use of Content to Improve Services. One of the main benefits of machine learning models is that they can be improved over time. To help Qandai provide and maintain the Services, you agree and instruct that we may use Content to develop and improve our Services. We understand that in some cases you may not want your Content used to improve Services. You can opt out of having Content used for improvement by contacting support@qandai.com using an email address associated with your Qandai account. Please note that in some cases this may limit the ability of our Services to better address your specific use case.
(c) Development of Services. Subject to exclusions under the previous paragraph, Qandai shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, but not restricted to, information concerning your interactions with our Services, Content and data derived from Content), and Qandai will be free (during and after the term of your contract with us) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Qandai offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.
(d) Websites we link to. The Services may link to or integrate with other third party websites from which third party services can be obtained. Whilst we reasonably believe that these are reputable sources of such services, you acknowledge that these other websites are independent from us and we make no representations or warranties as to the legitimacy, accuracy or quality of such third party services (including where our Services support or facilitate or integrate with them), and we do not accept any responsibility for their content, safety, practices or privacy policies. You access any third party at your own risk.
4. Fees and Payments
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorised payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorise Qandai and its affiliates, and our third-party payment processor(s), to periodically charge your payment method for the Fees. If your payment cannot be completed, we will provide you with written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars or British pounds sterling as indicated on the pricing page and when making your payment and are due upon invoice issuance. Payments are non-refundable except as provided in these Terms.
(b) Taxes. Unless otherwise stated, Fees do not include governmental, local, and/or foreign taxes, VAT, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to pay in a timely manner such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Qandai assumes that the name and address in your account registration is the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(c) Price Changes. We may change our prices at any time by posting new prices on our website, but such changes will not affect you during the period of your existing subscription as at the date of any such change. The price and subscription period that applies when you make your original purchase will apply throughout your subscription until we stop offering the subscription, we mutually agree to increase the Fees by updating your subscription, or you choose to cancel.
(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact support@qandai.com within fourteen (14) days of the date of the disputed invoice. Undisputed amounts past the due date may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are overdue, we may suspend your access to the Services after we provide you written notice of late payment.
(e) Free Tier. You may not create more than one account to benefit from credits provided in any free tier of the Services or otherwise take any action to attempt to circumvent Fees or other sums owed to Qandai. If we believe you are not using a free tier in good faith, we may charge you standard fees or stop providing access to the Services and we reserve the right to charge you for your use of the Services at the then current rates as indicated on the website.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to “Confidential Information” of Qandai, its affiliates and other third parties, meaning all information or facts disclosed by Qandai to you relating to the business or affairs of Qandai, whether disclosed orally or in writing, and before or after your entry into these Terms. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that Qandai or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information or any other information or facts disclosed by Qandai to you relating to the business or affairs of Qandai, whether disclosed orally or in writing, and before or after your entry into these Terms. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Qandai and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Qandai and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If your use of the Services involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law, and agree that you will hold Qandai and its affiliates harmless against any breach by you of your own data protection obligations to any third party.
6. Term and Termination
(a) Termination. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. Notwithstanding that we choose at our sole discretion to pause or discontinue all or part of our Services at any time, we may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach these Terms, and in particular, Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy and/or delete any Confidential Information physically or digitally held or accessible by you. The sections of these Terms which by their nature should survive termination or expiration shall survive, including but not limited to Sections 3 and 5-8.
(c) If we end your rights under these Terms:
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless Qandai, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content; products or services you develop or offer in connection with the Services; and/or your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION. PLEASE NOTE HOWEVER THAT YOUR ACTIONS (OR OMISSIONS) OR THOSE OF YOUR STAFF MEMBERS OR AFFILIATED PERSONS’ ARE OUTSIDE OF OUR REASONABLE CONTROL AND AS SUCH WILL NOT BE ATTRIBUTABLE TO OUR NEGLIGENCE SUBJECT TO THE PREVIOUS WORDING OF THIS PARAGRAPH, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(d) Reliance on Information. All information published on or via the website or through our Services is provided in good faith and for general information purpose only. We make no warranties about the completeness, reliability, or accuracy of such information. Any action you take based on such information is taken at your own risk.
No business, financial, operational or other decisions should be made solely based our outputs alone, and it is all users obligations to seek appropriate professional advice.
8. Dispute Resolution
(a) Dispute Resolution. You and Qandai agree to seek to resolve any claims relating to these Terms or our Services in the first instance through private communications and discussions. In case of any dispute, either party may submit to the other a dispute notice by email, providing details of the dispute and proposed resolution (a “Dispute Notice”). If the matter is not resolved within 30 days of the issuance of a Dispute Notice, either party is entitled to pursue dispute resolution in accordance with this clause and applicable law.
(b) Claims for Payment of Debts, Intellectual Property Breaches and Equitable Relief. Following expiry of a Dispute Notice, either party is entitled to pursue a claim for debts, a claim in respect of a breach of a party’s intellectual property rights, or injunctive or other equitable relief to stop unauthorised use or abuse of the Services or intellectual property infringement, in each case under applicable jurisdiction and applicable law as set out in these Terms. Subject to applicable law and the procedures for bringing a claim, no party shall be restricted from exercising its rights to payment of debts by bringing such a debt claim for money against the other party under the agreed jurisdiction.
(c) All other Claims. You and Qandai agree to attempt resolve any other claims relating to these Terms or our Services through a further non-binding mediation procedure, up to a maximum of 90 days following expiry of a Dispute Notice.
(d) No class actions. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations or claims are not allowed.
(e) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from a court of competent jurisdiction or appointed mediator or arbitrator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Qandai or any of its affiliates. Qandai and you are independent and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use Qandai’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) Licence. Your use of the Services and all Qandai offerings is on a licence-only basis, and you agree that nothing in these Terms shall entitle you to any beneficial right, title or interest save as explicitly set out in these Terms.
(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, our company, or to any affiliate or as part of a corporate reorganisation. Only you, Qandai and Qandai’s assignees may enforce these Terms.
(e) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(f) Notices. All notices will be in writing (including by email). We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Qandai accepts service of process at this address: Qandai Limited, 4 Signal House, 3 Seager Place, SE8 4HJ London, attn: support@qandai.com.
(g) Severability. If you do not comply with these Terms, and Qandai does not take action right away, this does not mean Qandai is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(h) Any waiver of these Terms must be expressly given in writing and signed by the party providing such waiver. No delays or failure to exercise any rights under these Terms mean that the relevant part of these Terms is waived.
(i) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Qandai and its affiliates, and Qandai shall have the right to seek equitable relief, including without limitation injunctive relief against you in addition to any other legal remedies.
(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Qandai regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Qandai on that subject.
(k) Jurisdiction, Venue and Choice of Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation, subject to each party’s commitment to attempt to resolve disputes amicably in accordance with these Terms.