Terms and Conditions

Welcome to the Quoala website, mobile application, and proprietary software that connects individual employees (as used herein, “Employees”) with their employers and provides a centralized anonymized system for all matters relating to feedback about the workplace (collectively, the “Service”). The Service enables registered companies and their account administrators (“Company” or “Administrator”) to collect and view all matters relating to feedback in one centralized Service for purposes of facilitating constructive and anonymized communication and improving the workplace for employers and employees. These Terms apply to any user of the Service, whether as an Employee, Company or Administrator, or other users of Quoala (any such user, “you”). 

Every time you visit or use features of the Service, you agree to be bound by these Terms of Use (“Terms”).  These Terms outline your rights, obligations, and restrictions regarding your use of the Service; please read them carefully. If you do not agree to be bound by the Terms and all applicable laws, you should discontinue use of the Service immediately. In addition to these Terms, we have adopted the Quoala Privacy Policy (“Privacy Policy”). Please read our Privacy Policy carefully for information about our collection, use, and disclosure of your personal information.

Quoala may modify the Terms from time to time, and each modification will be effective when it is posted on the Service.  We will notify you of substantive modifications to these Terms the first time you access the Service following any such modification, and you agree to be bound to any changes to the Terms through your continued use of the Service.

User Eligibility

You warrant that you are either (a) an authorized administrator of a legitimate legal entity, or (b) an individual either more than 18 years of age, an emancipated minor, or otherwise possess legal parental or guardian consent, and are fully able and competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms.  In any case, you affirm to be over the age of 13, as the Services are not intended for children under 13.

Creating an Account

If you are a Company, you may create an account by following the prompts on our platform and accepting these Terms of Use or by contacting us at [TermsofService@quoala.co]. Company use of the Service may be subject to a separate agreement between the Company and Quoala. If you are an Employee accessing the Services, either directly or through your company link, you agree to follow the prompts on our platform to accept these Terms of Use. Employee users will have the option to either set up a personal link that they may use to submit their anonymous feedback or use a one-time link.  Administrators will be required to, and Employees shall have the option to, provide certain personal information such as your name, address, email address, and other information that we collect to identify you, as described in our Privacy Policy.

Please refer to our Privacy Policy for information about how we protect your personal information.  Whether you are an Employee or a Company, you are responsible for ensuring that any personal information you provide is accurate and up to date.  Quoala reserves the right to verify the accuracy of the information you provide at any time.  You are responsible for creating a username and a secure password and protecting your Account from unauthorized access.  You agree to notify Quoala immediately if you believe your user identification, password, or other identifying information has been lost, stolen, or otherwise compromised. You will be held responsible for any activity that occurs under your Account.

Subscription Agreements and Fees (Company only)

If you are an Employee, this section does not apply to you. If you are a Company, you may begin your monthly subscription to access and permit your Employees you represent to access our Services by activating your Account or by contacting us at sales@quoala.co. Once you have an active agreement with us, we invite you to refer your Employees to our services.

Unless otherwise agreed in writing by the parties, you or we may cancel your subscription at any time upon thirty (30) days advance written notice.  In the event of termination, you shall pay us any accrued but unpaid fees up to and including the conclusion of services.

Subscriptions and other payments are processed through our third-party payment processor, which has its own separate terms and conditions. Monthly fees shall be in the amounts listed on our website or previously disclosed to you unless otherwise agreed in writing between the parties.

You are responsible for any fees charged by your internet service provider or mobile carrier for using the Service, including, but not limited to, data transfer fees.

Guidelines, Rights, and Remedies

Feedback Ownership and License to Use

Each User acknowledges and agrees that:

(a) all information, data, text, vocal recordings, sound, or other materials the User or any third party (service provider, contractor, or other) authorized by the User uploads, collects, communicates, or transmits using the Services are the sole responsibility of the applicable User;

(b) the User owns or has the necessary licenses, rights, consents, and permissions to use and authorizes Quoala to collect and process the feedback the applicable User provides to the Service in accordance with these Terms.

Any feedback uploaded to the Service is processed by the Service using our proprietary AI tool and converted into meaningful insights we call “Potential Insight Packets,” or PIPs. We will not share raw transcripts of feedback with the Company. We will only share aggregated PIPs with the Company after we have received and processed feedback from a requisite minimum number of Employees and aggregated and anonymized such feedback into aggregated PIP reports.  Any such feedback is only visible to the Company on an anonymized, aggregated basis or as expressly authorized by the Employee or as necessary for us to provide the Services in accordance with these Terms. Quoala reserves the right to purge any feedback from its databases at any time and from time to time without notice in accordance with its document retention policies. In addition, Quoala may disable a User’s account and access to use the Services and Quoala may recover any losses, damages, costs or expenses incurred by Quoala resulting from or arising out of a User’s non-compliance with any provision of these Terms.

Contributions

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Quoala through its feedback tools, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Quoala is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Quoala shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Quoala may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Quoala without any obligation of Quoala to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Quoala under any circumstances.

Permitted Use of the Service 

You will be held solely responsible for your conduct and use of the Service.  You agree that you will not use or attempt to use this Service for any purpose other than to view PIPs (if you are the Company) or manage or post your feedback (if you are an employee), as the case may be; you may not (and may not allow any third party to) use or attempt to use this Service or upload, download, post, submit or otherwise distribute or facilitate distribution of content on or through the Service for any purpose:

• that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity or violates any law or contract;
• that is unlawful, or that is harmful, deceptive, fraudulent, or otherwise destructive to anyone or their privacy or property;
• that transmits any unauthorized or unsolicited advertisements, solicitations, schemes, spam, flooding, or other unsolicited spam or bulk e-mail or unsolicited commercial communications,
• that transmits any harmful or disabling computer codes, files, programs or viruses,
• that harvests e-mail addresses or personally identifiable information from Quoala,
• that interferes with our network services or the proper working of the Service or activities conducted on the Service,
• that uses manual or automated software or other processes to “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any page of the Service,
• that attempts to gain unauthorized access to our Service including bypassing measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service),
• that suggests an express or implied affiliation with Quoala (without the express written permission of Quoala) or that impersonates any person or entity including an employee or representative of Quoala,
• that impairs or limits our ability to operate this Service or any other person’s ability to access and use this Service.

Quoala reserves the right at all times and for any reason or for no reason at all, in its sole discretion and without notice to you, to deny your access to and use of this Service.

Intellectual Property Rights

Quoala does not own any data or information that you submit in the course of creating your account, accessing your link or any feedback that is provided by you or collected from your use of the Service.

We or our licensors own and retain all proprietary rights in the Service. Neither the Service nor any portion of the Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Quoala, unless it is in the public domain. You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate or otherwise create derivative works of any part of the Service.  Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Quoala or our third-party service providers, and any unauthorized use terminates the permission to use the Service granted by Quoala.

Except for your feedback and PIPs we may make available to you, all content made available by Quoala to you on the Service, such as report formats, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Quoala or its content/software suppliers and protected by United States and international copyright laws. All software used on our website and platform is the property of Quoala or its software suppliers and is protected by United States and international copyright laws.

General Information

Linking to Third Party Websites 

For your convenience and in addition to the connections we facilitate between Employees and Companies, the Service may provide links to products or services, including payment processing services offered on other websites or applications. Unless expressly stated otherwise, Quoala does not endorse, approve, sponsor or control, and we are not in any way responsible for, any of the content, services, calculations, information, products or materials available at or through any websites to which this Service may provide a link. By using the Service, you acknowledge and agree that Quoala will not be responsible or liable to you or any other person for any damages or claims that might result from your use of such content, services, calculation, information, products, or materials. You should carefully review each website’s privacy statements and conditions of use to understand your rights and responsibilities.

Indemnification

You agree to indemnify and hold Quoala, its parent, subsidiaries, affiliates, directors, officers, agents, and other users and employees harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your account, use of the Service, or violation of the Terms. This defense and indemnification obligation will survive these Terms and your use of the Service.

Disclaimer & Limitation of Liability 

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, QUOALA MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED.  QUOALA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE.  FOR AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT, REPRESENTATION OR WARRANTY MADE BY QUOALA IN THIS AGREEMENT.

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL QUOALA BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF QUOALA TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO QUOALA IN THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

While we strive to protect your information in accordance with our Privacy Policy, Quoala cannot be liable for the privacy of personal information collected or stored on the Service, or otherwise connected with your use of the Service.

Independent Contractor

Quoala’ relationship with you shall be that of an independent contractor, and nothing herein shall be construed to create a usership, joint venture, or employer-employee relationship.

Termination

Quoala may terminate or suspend your access to all or part of the Service, for any reason, including without limitation your breach of these Terms. In the event these Terms are terminated, the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms will survive termination.

Jurisdiction & Severability

Quoala operates the Service from its offices within the United States.  The Services are designed for Users within the United States, and Quoala makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.

These Terms are not assignable, transferable, or sublicensable by you except with Quoala’s prior written consent. Quoala may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

These Terms will be governed by and construed in accordance with the laws of the State of Washington without regard to its conflict of laws provisions. Any action brought against Quoala to enforce these Terms or matters related to the Service will be brought in either the state courts or, if there is exclusive federal jurisdiction, the federal courts of the State of Washington. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises.  In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees.

If use the Service, including any feedback Employees provide through the Service, puts us on notice of any threat of imminent harm, whether to an Employee or another individual, we may be required to report the potential harm to the applicable law enforcement authorities. We cannot be responsible for, and explicitly disclaim any liability for, claims or actions brought as a result of your use of the Service.

If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force. These Terms constitute the entire agreement between you and Quoala concerning your use of the Service.

How To Contact Us

Should you have any questions or complaints regarding violations of these Terms, please contact us at Quoala, Inc., TermsofService@quoala.co.