Updated May 21, 2025

Qnary LLC Terms and Conditions

 

Qnary LLC, (“Qnary”) provides Online Reputation Management services, content, and online executive strategy services subject to the terms and conditions set forth in this subscription agreement (the “agreement”). Please read the terms of this agreement carefully.

By accepting the Qnary service, you are agreeing to be bound by the terms of this agreement. Notwithstanding the foregoing, using Qnary services indicates your acceptance of this agreement.

 

1. Services and Obligations of the Parties

 

1.1 The Services. Qnary will provide services to the Customer related to the Customer’s online executive reputation management efforts (“Services”). The Services are outlined in more detail in one or more Product Descriptions. Any Services that are not included or described in an applicable Product Description will be outside the scope of the Services.

 

1.2 Qnary Obligations. Qnary will provide the Services in a professional, diligent, and commercially reasonable manner, and always aim to adhere to project deadlines. Qnary will remain responsible for the performance of and payment to each such person, and for their compliance with the terms and conditions of this Agreement. The Customer acknowledges and agrees that Qnary will be free to provide services similar to the Services to other parties, even if such engagement may be competitive with the Customer.

 

1.3 Customer Obligations. Customer acknowledges that the successful completion of service will require Customer’s collaboration, and full, timely, and accurate performance of its obligations set forth in this Agreement and any applicable Scope of Work. Customer will: (a) cooperate in all matters relating to the Services; (b) provide access to Customer’s documents, databases, and personnel as may be reasonably necessary for Qnary to provide the Services; (c) provide complete and accurate copies of materials or information that Qnary may request to carry out the Services in a timely manner; and (d) respond promptly to any requests that are reasonably necessary for Qnary to perform the Services in accordance with this Agreement.

 

1.4 Effect of Delays. Qnary shall not be deemed in breach of its obligations under this Agreement, or otherwise liable for any costs, charges, or losses sustained or incurred by Customer if Qnary’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or any of its Representatives. In no event will Qnary be subject to any liability, including without limitation, liability for any consequential, incidental, or other damages, resulting from deadline adjustments, postponements, or terminations that are in any way caused by the Customer’s acts or omissions.

 

2. Term and Termination

 

2.1 Term. The term of this Agreement (the “Initial Term”) will commence as of the Effective Date. The Agreement shall automatically renew on a month-to-month, quarterly, semi-annually, or annual basis, until either party requests termination in accordance with Section 2.2.

 

2.2 If a customer wishes to terminate this agreement before the end of the term, the customer must provide 30-days written notice and shall be responsible for an early termination fee equal to the lesser of (a) the total remaining unpaid subscription fee due under the agreement. (b) 3-months of subscription fees payable immediately before termination.

2.3 Qnary may terminate this Agreement immediately without notice to Customer if Customer fails to pay Fees and such failure continues for more than 10 days from the date such Fees were due.

 

3. Fees and Expenses

 

3.1 Subscription. You agree to pay Qnary for your chosen subscription according to the prices set forth on your subscription selection, which are expressly incorporated into this Agreement. You may choose to be billed monthly, quarterly, semi-annually, or on an annual basis. If you choose to be billed on an annual basis, Qnary will charge your credit card for the entire amount of your chosen subscription tier on the Effective Date. If you choose to be billed monthly, Qnary will charge your credit card for your chosen subscription plan monthly, beginning on the Effective Date and recurring each month thereafter. If you have chosen annual billing, changes to your subscription plan may only be made at the time of renewal. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Qnary may require additional verifications or information from you before accepting any order. 

 

3.2 Late Fees. If Customer fails to pay all or any portion of fees owed for more than thirty (30) days from the date on the applicable invoice (“Outstanding Balance”), Customer will be charged a monthly fee equal to the lesser of (a) ten percent (10%) of the total Outstanding Balance or (b) the maximum interest chargeable under applicable law (the “Late Fee”). Qnary also reserves the right, in its sole discretion, to suspend all work related to the Services until any Outstanding Balance and applicable Late Fees are paid in full.

 

3.3 Payment Disputes and Chargebacks

(a) Dispute Resolution Prior to Chargeback. If You believe there has been an error in billing or have concerns about a charge, You agree to contact Qnary in writing at accounts.receivable@qnary.com within ten (10) business days of the date of the disputed charge to attempt to resolve the issue informally. You agree not to initiate a chargeback or dispute with Your credit card issuer or payment processor without first providing Qnary the opportunity to resolve the issue. (b) Improper Chargebacks. In the event You initiate a chargeback or payment dispute without first complying with Section 3.3(a), Qnary reserves the right to treat such action as a material breach of this Agreement. Qnary may suspend Services immediately and pursue any available remedies, including collections or legal action, to recover the disputed amount and any applicable fees. (c) Fees for Reversed Payments. If a chargeback is issued and later reversed in Qnary’s favor, You agree to pay any fees or penalties incurred by Qnary as a result of the chargeback, including administrative fees, legal fees, or costs associated with collections. (d) Authorization. By entering into this Agreement and selecting a subscription plan, You authorize Qnary to charge Your selected payment method on a recurring basis for the subscription fees and any other applicable charges, in accordance with the billing frequency You selected.

 

4. Confidentiality and Non-Solicitation

 

4.1 Qnary will maintain as confidential all information and data it receives from Customer and will not disclose such information and/or data (the “Confidential Information”) to any third party without Customer’s prior written consent. Confidential Information does not include information that (i) has been or is, before this Agreement, in the public record, or is placed in the public record by Customer after this Agreement commences, (ii) subsequently becomes publicly available without Qnary’s breach of any obligation, (iii) became known to Qnary before Customer disclosed such information; (iv) became known to Qnary from a source other than the Customer, provided that such source did not breach any confidentiality obligation owed to the Customer, or (v) is independently developed by Qnary. Confidential Information shall not include publicly available contact information for individuals that becomes known to Qnary through the performance of the Services.  

 

4.2 Non-Solicitation. During the period of this Agreement and for a period of one (1) year after the Termination Date (for any reason whatsoever), Customer shall not, directly or indirectly: (a) employ or hire; (b) knowingly permit any company or business organization which is directly or indirectly controlled by Customer to employ or hire; (c) recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away; or (d) assist any entity, company or business organization to recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away, any person who is or was employed by Qnary, or is or was an agent or consultant of Qnary at any time during the Term.

 

5. Independent Contractor

 

5.1 The parties acknowledge and agree that Qnary is an independent contractor under this Agreement and that neither Client nor Qnary shall be considered for any purpose to be the agent, partner, franchisor, franchisee, or joint venturer of the other.  Neither Client nor Qnary shall have any obligation or responsibility to act on behalf of or in the name of the other, or the power or authority to bind the other in any manner whatsoever.  Any misrepresentation of the relationship between the parties by either party or their representatives may be considered a material breach of this Agreement.

 

6. Ownership of Content & Deliverables; Intellectual Property Rights

 

6.1 Definitions. For the purposes of this Agreement:

(a) “Customer Materials” means any documents, data, information, specifications, content,

photographs, and other materials that Customer provides or makes available to Qnary for use

in connection with this Agreement. (b) “Content & Deliverables” means all completed work product, designs, content, videos, and other materials that are prepared by or on behalf of Qnary in the course of performing the Services and accepted and paid for by Customer, including any items identified as such in each Scope. (c) “Intellectual Property Rights” means any rights associated with intellectual property, including (i) rights in patents and inventions, (ii) trademarks, service marks, trade names, logos and corporate names (in each case, whether registered or unregistered), including all associated goodwill, (iii) copyrights (registered or unregistered) and works of authorship, (iv) computer software, data, databases and documentation thereof, (v) trade secrets, and (vi) all rights, remedies against infringements and rights to protect such interests. (d) “Qnary Materials” means all documents, data, know-how, methodologies, tools, processes, systems, and other materials that are created, developed, or acquired by Qnary independently of this Agreement. Qnary Materials also includes any work product created or prepared by Qnary in connection with performing the Services that are not accepted or used by Customer and/or not included as part of the final Content & Deliverables. (e) “Third-Party Materials” means materials and information, in any form or medium, including any software (including open-source software), documents, data, content,

specifications, products, equipment or components incorporated into the Deliverable(s) or used by Qnary in connection with providing the Services that are not proprietary to Qnary.

 

6.2 Ownership of Content & Deliverables. Upon submitting payment in full for the Services in accordance with this Agreement and any applicable Scope, Customer is, and will be, the sole and exclusive owner of all right, title, and interest in and to the Content & Deliverables, including all associated Intellectual Property Rights. Qnary agrees that any Content & Deliverables that may qualify as “work made for hire” are hereby deemed a “work made for hire” for Customer. To the extent that any of the Content & Deliverables do not constitute a “work made for hire,” Qnary hereby assigns all right, title, and interest in and to the Content & Deliverables, including all associated Intellectual Property Rights.