THIS AGREEMENT IS ENTERED BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (“YOU” or “YOUR”) AND POPULATIONCOUNCIL CONSULTING PVT. LTD. (“PC CONSULTING”) GOVERNING YOUR USE OF MQUAD – A DIGITAL DATA- AND WEB-BASED APPLICATION SYSTEM ALLOWING CLIENTS TO CONDUCT SURVEYS AND COLLECT EFFICIENT DATA THROUGH ELECTRONIC MEANS. 

Please carefully read these terms and conditions before using the www.mquad.org web-based application (the “Web Application”) and the Mobile Application (the “Mobile Application”) or content, products, or services offered under the MQUAD product name. We collectively refer to the Web and Mobile Applications, content, products, and services collectively as “MQUAD”. 

MQUAD is owned and operated by PC Consulting. Your use of MQUAD is subject to Your unconditional and unmodified acceptance of all terms and conditions contained herein, along with all other operating rules, policies, terms, and procedures that may be published from time to time. This includes, without limitation, PC Consulting’s Data Protection and Privacy Policy and Data Processing Agreement (collectively, the “Terms”).

By accessing or using any part of MQUAD, you agree to be bound by the Terms. If you do not agree to all the Terms, then you may not access MQUAD. If you will be using MQUAD on behalf of your employer or a third party, you agree to these Terms on behalf of such employer or third party and you confirm that you have the authority to do so. In such case, “You” will refer to the said employer or third party. 

By accessing or using MQUAD, You further agree and represent that You and Your Users (defined below) have attained the legally specified age prescribed in your jurisdiction for use and access of MQUAD. 

In consideration of the premises, representations, and warranties set forth herein, it is hereby agreed as follows:

1. Product: MQUAD is a platform designed to help you collect, collate, analyze, and visualize data using mobile phones, tablets, or computers. It enables you to support data solutions and present them through a user-friendly visual layout. MQUAD digitizes forms through Excel and a mobile application interface, facilitating the collection of quality data and the administration of surveys. 

2. Your Users: You are responsible for identifying all permitted Users, approving their access to MQUAD, preventing unauthorized access, and maintaining the confidentiality of usernames, passwords, and account information. The term “Users” refers to the employees, contractors, and end-users authorized by you or on your behalf to use MQUAD in accordance with this Agreement and your order or subscription. To access MQUAD, Users will need to create an account with MQUAD (“Your Account”). MQUAD allows you to designate certain Users as Administrators, granting them rights and controls over other Users. You acknowledge and agree that you are responsible for all activities occurring under Your Account. PC Consulting disclaims responsibility for any harm caused by your Users, including unauthorized individuals who gained access due to delays in terminating usernames, passwords, or accounts by your Administrators. PC Consulting assumes no liability for any use of Your Account or MQUAD, whether by you or by anyone on your behalf. 

3. Data Security & Privacy: PC Consulting prioritizes data security, employing physical, technical, and administrative security measures to safeguard your data from unauthorized access, destruction, use, modification, or disclosure. The processing of data by MQUAD is governed by the Data Processing Agreement between You and PC Consulting. Usage data is collected and used in accordance with our Data Protection and Privacy Policy, which you acknowledge. PC Consulting may disclose information about you as required by law, subpoenas, or court orders, with reasonable efforts to notify you, where permitted. 

4. Payment and Renewal: By subscribing to MQUAD, you agree to pay the fees specified for its use. Payments are made in accordance with the pricing and terms presented at the time of sign-up for MQUAD. Paid fees are non-refundable, except as provided in these Terms or as required by law.

Automatic Renewal. MQUAD access is billed on a subscription basis, automatically renewing at the end of each “Subscription Period”. You authorize PC Consulting to collect the applicable fee for such access (as well as any taxes) using any credit card or other payment mechanism we have on record for you, unless you notify PC Consulting of cancellation before the end of the Subscription Period.

Price Changes. PC Consulting may modify service fees at any time with reasonable prior written notice, allowing you to cancel your subscription before the change takes effect.

5. Beta Service: PC Consulting may provide certain services (“Beta Services”) for testing and evaluation with the sole authority and discretion to determine the testing duration. PC Consulting will be the sole judge of the success of such testing and the decision, if any, to offer Beta Services commercially. We reserve the right to fully or partially discontinue them, at any time and from time to time, temporarily or permanently. You acknowledge and agree that Beta Services may not be fully tested and may contain errors or defects. PC Consulting makes no representations or warranties regarding the Beta Services and disclaims liability for any damage arising from them. 

6. Trial Period: PC Consulting may offer you a “Free Trial” of the entire or partial MQUAD for a limited time. This access is limited, non-exclusive, non-transferable, and revocable for evaluation. After the trial, continued use of the service requires payment of the subscription fee. Failure to pay will result in account suspension.

7. Maintenance: MQUAD may be temporarily unavailable during server maintenance. PC Consulting, at its sole discretion, may add, alter, or remove features or functions, provide bug fixes, patches, updates, and upgrades, or make changes to the application at any time. PC Consulting will ensure that there is no data loss and that features are only upgraded for the betterment of the application. 

8. Intellectual Property: PC Consulting owns MQUAD, including any modifications, improvements, or derivative works. Any feedback, suggestion, idea, or recommendation you provide regarding MQUAD or the MQUAD Community becomes PC Consulting’s property, with the full right to disclose, reproduce, sublicense, distribute, and exploit it without restriction. These Terms and your use of MQUAD do not grant you any rights to or ownership in any logos, graphics, images, software, trademarks, registered trademarks, service marks, or other proprietary information accessed through MQUAD (the “Intellectual Property”). All rights, title, and interest in and to the Intellectual Property will remain (as between the parties) solely with PC Consulting. MQUAD, WWW.MQUAD.ORG, the MQUAD logo and all other trademarks, service marks, graphics, and logos used in connection with MQUAD are trademarks or registered trademarks of PC Consulting. Other trademarks, service marks, graphics, and logos used in connection with MQUAD may be the trademarks of other third parties. Your use of MQUAD does not grant you the right or license to reproduce or otherwise use the Intellectual Property. Modifying, making derivative works, reverse-engineering, copying, reproducing, or distributing MQUAD is prohibited. 

9. Public Use: PC Consulting may feature you (by name and logo) as an MQUAD user production promotional material. If you or your organization prefers not to be included in such advertising, please notify PC Consulting in writing. Upon receipt of such notification, PC Consulting will refrain from showcasing your or your organization’s use of the product in future campaigns.

10. Changes: PC Consulting reserves the right, at its sole discretion, to modify or replace any part of the Terms at any time. The latest version will be posted on www.mquad.org or available in MQUAD. It is your responsibility to periodically review the Terms for changes. PC Consulting will notify current subscribers of any substantive changes via email. Continued use of or access to MQUAD after changes to the Terms constitutes acceptance. Any new features, services, tools, or resources shall also be subject to the Terms.

11. MQUAD Community: The following terms govern the use of the Internet forum at www.mquad.org

To use the forum, you must comply with the following terms: 

(i) You must be at least thirteen years old. 

(ii) You agree to use the forum in accordance with Acceptable Use, namely (a) You must not break any law, (b) You must not use or try to use another’s account on the forum without their specific permission, (c) You must not use advertisements, or other solicitations through the forum, or use the forum to gather addresses or other personal data, (d) You must not falsely imply that you are affiliated with PC Consulting or any of its Affiliates, (e) You may not strain the infrastructure of the forum with unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems underlying the forum, (f) You may not impersonate others.

(iii) You must maintain the Content Standard and not submit content that is illegal, offensive, violates or infringes IP, violates privacy, violates confidentiality or otherwise harmful to others. You may not submit content containing malicious computer code, such as computer viruses or spyware.

(iv) PC Consulting may investigate and prosecute violations of these terms to the fullest legal extent, cooperating with law enforcement authorities in prosecuting violations of the law and these terms.

(v) PC Consulting reserves the right to change, redact, and delete content on the forum for any reason. If you believe someone has submitted content to the forum in violation of these terms, contact us immediately. 

(vi) To use certain features, you must create and log into an account, providing valid and up-to-date information about yourself. 

(vii) You are responsible for all actions taken using your account, whether authorized by you or not. Notify PC Consulting immediately if you suspect your account is compromised. 

(viii) PC Consulting may restrict, suspend, or close your account on the forum according to its policy for handling copyright-related takedown requests, or if MQUAD reasonably believes that you’ve broken any rule in these terms.

(ix) PC Consulting does not claim ownership of your intellectual property shared on the forum, such as your account information, posts, or other content you submit to the forum and vice versa.

(x) You are solely responsible for the content you submit on the forum. You agree not to falsely imply sponsorship or approval of your content by PC Consulting in any manner whatsoever.

(xi) Content you submit to the forum belongs to you, and the rights to give permission to others rest with you. However, by submitting content to the forum, you grant PC Consulting an irrevocable, unlimited. and fully paid worldwide license to copy, publish, analyze, and use the content for any purpose. 

(xii) Others who receive content you submit to the forum may violate the terms on which you license your content. PC Consulting is not liable for violations of the licensing terms by others who receive your content.

(xiii) You agree to indemnify PC Consulting from legal claims related to your breach of these terms. 

(xiv) You accept all risks associated with using the forum and its content. 

(xvi) PC Consulting welcomes your feedback and suggestions for the forum. 

(xvii) PC Consulting may update these terms, and all updates will be posted on the forum.

12. Termination: PC Consulting reserves the right to suspend or terminate your access to all or any part of MQUAD at any time, with or without notice, effective immediately for any reason, including the following: (a) you have breached the Terms; (b) you fail to pay fees for MQUAD; (c) your use of MQUAD disrupts others’ use and access to MQUAD; (d) any other conduct that PC Consulting may determine as violative of Terms and fair use of MQUAD. If PC Consulting terminates your access to MQUAD for any of the foregoing, you will pay any unpaid fees covering the remainder of the current Subscription Period. All provisions of the Terms that, by their nature, should survive termination shall do so.

13. Disclaimer of Warranties: MQUAD is provided “as is”. PC Consulting hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. PC Consulting does not make any warranty that MQUAD will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, MQUAD at your own discretion and risk.

14. Limitation of Liability: In no event shall PC Consulting or its affiliates, officers, employees, agents, suppliers, or licensors, be liable for any of the damages arising from or related to your use of MQUAD. 

15. General Representation and Warranty: You represent and warrant that (i) your use of MQUAD will be in strict accordance with the Terms and with all applicable laws, regulations, and guidelines and (ii) you are responsible for your conduct, Your Data, and communications with others while using MQUAD and your use of MQUAD, ensuring compliance with the following requirements:

A. You must not misuse MQUAD by interfering with its normal operation or attempting to access it through a method other than through the interfaces and instructions that we provide.

B. You may not make unauthorized copies of any content from MQUAD.

C. You may not circumvent or attempt to circumvent any limitations imposed on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation) by PC Consulting.

D. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through MQUAD.

E. You may not use MQUAD to infringe the intellectual property rights of others or commit an unlawful activity.

16. Indemnification: You agree to indemnify and hold harmless PC Consulting, its affiliates, contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of MQUAD, including but not limited to your violation of the Terms.

17. Miscellaneous: The Terms constitute the entire agreement between PC Consulting and You concerning the subject matter hereof and may only be modified by the posting of a revised version by PC Consulting. 

18. Governing Law and Jurisdiction: Any controversy or claim arising out of or relating to the Terms shall be settled and adjudicated exclusively by the courts of Delhi in accordance with the laws of India.