Terms of Service

1.1 Business and individual use

The Service is available to business users and individual users.

1.2 Age

You must be at least 18 years old (or the age of majority where you live) to use the Service.

1.3 Consumer rights

If you are an individual acting as a consumer, you may have mandatory legal rights that cannot be excluded. Nothing in these Terms limits those rights.

3.1 What the Service includes

The Service may include tools for investor communications, IR pages, analytics, CRM features, and Call hosting including streaming, recording, transcription, and search.

3.2 No investment advice; no vetting; no audit

The Service is a technology platform. Quartalyst does not provide investment advice, investment recommendations, broker-dealer services, placement agent services, or legal, tax, accounting, or regulatory advice. You acknowledge and agree that (a) content made available on or through the Service, including IR pages, posts, documents, metrics, analytics, Call Recordings, and Transcripts, is provided by users or generated automatically, (b) Quartalyst does not vet, verify, audit, endorse, certify, or validate any such content, and (c) Quartalyst is not responsible for the completeness, accuracy, or reliability of any such content. You are solely responsible for performing your own diligence and making your own decisions, and you must not rely on the Service or any content on it as a substitute for professional advice.

3.3 Availability and changes

We may change, add, remove, or discontinue features at any time. We are not obligated to maintain any specific feature, integration, or API indefinitely.

3.4 Beta features

Beta, experimental, or preview features may be provided `as is`, may be changed or withdrawn, and may not be supported.

4.1 Registration

You must provide accurate information and keep it current.

4.2 Credentials

You are responsible for safeguarding credentials and access mechanisms. You are responsible for all activity under your Account.

4.3 Admin controls

If you use the Service as part of an organisation, your organisation`s admins may be able to access, manage, and control Accounts and User activity, including Call settings, recordings, permissions, and exports.

4.4 Unauthorised use

You must promptly notify us of suspected unauthorised access or security incidents related to your Account.

5.1 Lawful use

You will use the Service only in compliance with applicable laws and regulations, including privacy, recording and consent, securities, marketing, communications, sanctions, and export rules.

5.2 Prohibited conduct

You must not, and must not permit any third party to:

• reverse engineer, decompile, or attempt to derive source code, except where prohibited by law;
• copy, modify, or create derivative works of the Service except as expressly permitted;
• access the Service to build, train, test, benchmark, or help build a competing product or service;
• bypass security, rate limits, or access controls;
• interfere with the Service`s integrity or performance;
• scrape, crawl, or harvest data except as enabled by the Service;
• upload or transmit malware or unlawful content;
• infringe intellectual property or other rights of others;
• misrepresent identity or affiliation;
• use the Service in a way that could subject Quartalyst to regulatory obligations that Quartalyst has not expressly agreed to undertake.

5.3 Your obligations

You are responsible for:

• the legality and accuracy of content you upload, publish, or distribute;
• ensuring you have all rights and consents to use, share, record, transcribe, and publish Customer Data;
• managing your internal approvals for sharing or publishing Call Content;
• configuring access controls appropriately for your use case.

6.1 Recording by default; Host can disable

Calls hosted on the Service are recorded by default. The Host may be able to disable recording for a Call, depending on settings and features available.

6.2 AI transcription and search

Calls may be transcribed and processed to create Transcripts and searchable indices. Transcripts and AI outputs may contain errors, omissions, or misattributions and are not guaranteed to be complete or accurate.

6.3 Participant notice and consent

You represent and warrant that you will provide all legally required notices and obtain all legally required consents from Call participants for recording, transcription, processing, storage, review, and publishing (if applicable). Quartalyst may provide in-product notices or indicators, but you remain responsible for compliance in all relevant jurisdictions.

6.4 Post-call review by both parties

Unless recording is disabled by the Host (where available) or access is restricted by Host configuration, Call Recordings and Transcripts will be available after the Call for review by authorised users of each participating party to that Call, including the Host Protocol and other participating organisations or accounts.

6.5 Publishing to a public page

The Host Protocol may publish Call Recordings and or Transcripts (or portions of them) to a public IR page or other public-facing page, making them accessible to anyone. If you participate in a Call, you acknowledge that the Host may have this ability. The Host is responsible for ensuring it has all necessary rights and consents to publish.

6.6 Exports and onward sharing

The Service may allow downloading, exporting, or sharing of Call Recordings, Transcripts, or related content. Once exported, Quartalyst cannot control further distribution.

6.7 Takedown limitations

Removing content from the Service may not remove copies made by others, third-party caches, or content captured outside the Service.

7.1 Customer Data ownership

As between you and Quartalyst, you retain ownership of Customer Data.

7.2 Licence to process

You grant Quartalyst and its subprocessors a worldwide, non-exclusive licence to host, store, process, reproduce, transmit, display, and otherwise use Customer Data as necessary to:

• provide, operate, maintain, and support the Service;
• secure the Service and prevent abuse;
• enforce these Terms;
• comply with lawful requests and legal obligations.

7.3 Service improvement; aggregated data

We may generate and use aggregated and de-identified data derived from use of the Service for analytics, benchmarking, product improvement, and development, provided it does not identify you or individual Users.

7.4 Privacy Policy

Our Privacy Policy explains how we process personal data and is incorporated into these Terms by reference. It is available at: https://quartalyst.com/privacy-policy

7.5 Controller vs processor

For business customers, you typically determine why and how personal data is processed in your use of the Service, and Quartalyst processes personal data to provide the Service. The specific roles depend on the context and applicable law.

7.6 Subprocessors

We may use third-party providers (including for hosting, transcription, email delivery, analytics, and payments). You authorise us to engage subprocessors to deliver the Service.

7.7 Security

We use commercially reasonable administrative, technical, and physical measures designed to protect Customer Data. No system is perfectly secure.

7.8 Retention and deletion

8.1 The user acknowledges that the Service is proprietary

The user acknowledges that the Service is a proprietary platform and product, including its software (source and object code), architecture, workflows, processes, methods, user interfaces, visual designs, look and feel, page structures, templates, Documentation, databases and data models, taxonomy, scoring and analytics logic, and all improvements and updates (collectively, the Quartalyst Technology).

8.2 Protection under IP laws

The user acknowledges that the Quartalyst Technology is protected by intellectual property and proprietary rights, including copyright, trademarks, trade dress, design rights, patents, database rights, trade secrets, and other rights and protections in the United Kingdom and other jurisdictions.

8.3 Ownership

As between you and Quartalyst, Quartalyst (and its licensors) own all right, title, and interest in and to the Service and the Quartalyst Technology, including all related intellectual property rights. Except for the limited licence expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise. You must not remove, obscure, or alter any proprietary notices.

8.4 Limited licence

Subject to these Terms, Quartalyst grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the term for your internal business use or personal use (as applicable) in accordance with the Documentation and your Subscription.

8.5 No copying; no derivative works; no competitive build

You must not, and must not permit any third party to:

• copy, reproduce, modify, translate, or create derivative works of any part of the Service or Quartalyst Technology;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover source code, underlying ideas, algorithms, or structure of the Service, except to the extent such restriction is prohibited by applicable law;
• access or use the Service to design, develop, train, test, benchmark, or support any product or service that is competitive with or substantially similar to the Service or any material component of it;
• use the Service, Documentation, or any outputs, screens, or recordings from the Service to replicate, recreate, or implement the same or substantially similar user experience, workflows, features, or functionality in a competing product;
• scrape, crawl, harvest, or extract data or content from the Service except as expressly enabled by the Service.

8.6 Enforcement and injunctive relief

You acknowledge that unauthorised use of the Service or Quartalyst Technology may cause irreparable harm to Quartalyst for which damages may be an inadequate remedy. Quartalyst may seek injunctive or equitable relief in any jurisdiction in addition to any other remedies available.

8.7 Feedback

If you provide feedback, suggestions, or ideas, you grant Quartalyst a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialise, and incorporate them without restriction or compensation.

8.8 Customer Data remains yours

You retain ownership of Customer Data, subject to the processing licence granted to Quartalyst under these Terms.

9.1 Restriction

You must not use the Service, Quartalyst Technology, or Documentation, and must not permit your Users or agents to use them, to develop, market, support, or assist in developing any product or service that competes with the Service or is substantially similar to it, including by replicating key workflows, features, or functionality.

9.2 Duration

This restriction applies during the term and for 24 months after termination or expiration, to the maximum extent enforceable under applicable law.

9.3 Reasonableness

If any part of this section is held unenforceable, it will be modified to the minimum extent necessary to be enforceable.

11.1 Free access today

The Service may be offered at no charge under a free Subscription.

11.2 We can introduce paid plans

We may introduce fees, paid tiers, usage limits, feature gating, or chargeable add-ons in the future.

11.3 Notice

If we introduce fees that apply to you, we will provide notice (for example, by email or in-product notice) before charges begin. If you do not agree, you must stop using the Service before the change takes effect.

11.4 Taxes

If fees apply, they are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, excluding taxes on Quartalyst`s net income.

11.5 Non-payment

If fees apply and you do not pay when due, we may suspend or terminate access.

12.1 Term

These Terms start when you accept them and continue until terminated.

12.2 Suspension

We may suspend or limit access immediately if we reasonably believe:

• your use poses a security risk, legal risk, or could harm the Service or others;
• you or your Users violate these Terms;
• payment is overdue (if applicable).

12.3 Termination by you

You may stop using the Service at any time. You may request account deletion subject to Section 7.8.

12.4 Termination by Quartalyst

We may terminate these Terms or an Account:

• for material breach if not cured within 10 business days of written notice;
• immediately for illegal use, repeated infringement, or serious security risk;
• if required by law or to comply with sanctions or export controls.

12.5 Effect of termination

Upon termination:

• your right to use the Service ends;
• we may disable access to Customer Data;
• we may, but are not obligated to, provide a data export, subject to technical feasibility and reasonable fees (if applicable).

13.1 Confidential Information

Each party may receive the other`s non-public information marked or reasonably understood to be confidential (Confidential Information).

13.2 Protection

The receiving party will protect Confidential Information using reasonable care and use it only to perform under these Terms.

13.3 Exclusions

Confidential Information does not include information that is public, already known, independently developed, or rightfully obtained without restriction.

13.4 Compelled disclosure

A party may disclose Confidential Information if legally required, and will provide notice where permitted.

14.1 Reasonable care and skill

We will provide the Service with reasonable care and skill.

14.2 Disclaimers

Except as expressly stated, the Service is provided `as is` and `as available`. We do not warrant that the Service will be uninterrupted, error-free, or that Transcripts or AI outputs will be accurate, complete, or fit for your purposes. Quartalyst does not warrant that any content on the Service has been verified, vetted, audited, or reviewed.

14.3 Non-reliance and entire risk of use

You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty not expressly set out in these Terms or an applicable Order. Without limiting the foregoing, you acknowledge that Quartalyst has not vetted or audited content on the Service and you agree that you will not make, and hereby waive to the fullest extent permitted by law, any claim for innocent or negligent misrepresentation based on any statement or information made available through the Service. You accept that use of any content from the Service is at your sole risk.

15.1 Excluded losses

To the maximum extent permitted by law, Quartalyst will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or anticipated savings.

15.2 Liability cap

To the maximum extent permitted by law, Quartalyst`s total liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Quartalyst in the 3 months preceding the event giving rise to the claim. If you are on a free tier and have paid no fees in that period, Quartalyst`s total liability will not exceed GBP 100.

15.3 Non-excludable liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be limited under applicable law.

16.1 By you

You will defend, indemnify, and hold harmless Quartalyst and its Affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Customer Data, including alleged infringement or unlawfulness;
• your or your Users` use of the Service in violation of these Terms or law;
• your failure to provide required notices and consents for recording, transcription, processing, storage, review, or publishing;
• content you publish via the Service, including public IR pages and published Calls.

16.2 By Quartalyst (IP infringement)

Quartalyst will defend and indemnify you from third-party claims that the Service infringes UK intellectual property rights, excluding claims arising from Customer Data, third-party services, or your misuse of the Service, provided you promptly notify us and allow us to control the defence. We may modify the Service or terminate access if necessary.