These Terms of Service (“TOS”) constitute an agreement between qliqSOFT, Inc., a Delaware corporation, and its subsidiaries, affiliates, agents, and/or licensors (“qliqSOFT”, “we”, “us”, “our”), and the end-user customer (“Customer”, “You” or “user”) and govern your access and use of (i) qliqSOFT’s secure messaging platform and related services (ii) software provided or made available by qliqSOFT (iii) the qliqSOFT websites; and, (iv) any written or electronic use or features guides or other documentation provided or made available by qliqSOFT (collectively the “Service” or “Services”) associated with your individual or group account (“Account”). This TOS covers and applies to all of qliqSOFT’s free and paid Services. This TOS supersedes all prior or contemporaneous communications and proposals, whether oral or written, between qliqSOFT and you with respect to the Services we provide.
You are required to indicate your assent to this TOS agreement through one or more mechanisms provided by qliqSOFT, (e.g. clicking on a button indicating your agreement to the TOS) before accessing the Services. This agreement incorporates the following information: qliqSOFT’s Terms and Conditions, and Reasonable Use Restrictions.
THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES; PLEASE READ IT CAREFULLY BEFORE INDICATING YOUR ASSENT.
1. ACCESS TO SERVICE
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws. If a third party, such as an employer, has initiated your account, in addition to the terms set forth herein, you hereby agree to be bound by the terms of agreement between that third party and qliqSOFT.
2. REGISTRATION PROCEDURES
Upon registering for the Service, you agree to provide true, accurate, current, and complete name, contact information, and other data to qliqSOFT and at subsequent times as requested by qliqSOFT. If you provide information that is, or that qliqSOFT suspects to be, false, inaccurate, not current, or incomplete, qliqSOFT has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. At all times, you shall maintain and promptly update registration data as applicable.
Upon completion of all registration information and acceptance of this TOS, you are required to choose a password that is attached to the email address you have provided. You are solely responsible for maintaining the confidentiality of your password, and, at all times, you will be solely responsible for all transactions and activities that occur as a result of your disclosure of such password, even if such transactions and/or activities were not authorized by you. You are solely liable for any transactions or activities by you or anyone else that occur on your Account. You shall immediately notify qliqSOFT if any unauthorized use of your Account or any other breach of security has occurred. In no event shall qliqSOFT be liable for any unauthorized use of your Account.
If a third party such as an employer initiated your account as part of its qliqSOFT group or you subsequently agree to become part of such a qliqSOFT group , that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your account is used; and archive and access your message content associate with your account.
3. CUSTOMER REPRESENTATIONS
You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this TOS. You represent and warrant that your name, user name, contact information are true and correct. You agree to be financially responsible for your use of the Services, including the authorized or unauthorized use of your account by others. In order to use the Service, you agree, at your sole expense: to (1) provide and be responsible for payment for all equipment necessary to establish a connection to the Internet and/or as may be required to use the Service; (2) provide for access to the Internet and pay any Internet connection service fees associated with such access; (3) supply and pay for all phone service features required for your use of the Service; and (4) pay qliqSOFT for the Services that are chargeable.
4. SERVICE AND PRODUCT DESCRIPTIONS, PRICING, AND AVAILABILITY
With respect to its offering of information, services, and products, qliqSOFT attempts to describe its offerings as accurately as possible. Nevertheless, qliqSOFT does not warrant that information, service, and product descriptions, service or product availability, or other content of its website (the “Site”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible due to computer, human, or other error or cause that a service or product offered on the Site may be mispriced, described inaccurately, or unavailable. In the event that qliqSOFT determines that a service or product is mispriced or described inaccurately, qliqSOFT reserves the right to take any action it deems reasonable and necessary to rectify the error, including, without limitation, canceling your order. You agree to notify qliqSOFT immediately if you become aware of any pricing or descriptive errors or inconsistencies with any services or products you order through the Site and to comply with any corrective action taken by qliqSOFT.
5. FREE TRIAL
If You register on our website for a free trial of products or services that are chargeable, we will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You.
ANY DATA YOU ENTER INTO THE PRODUCT AND ANY CUSTOMIZATIONS MADE TO THE PRODUCT BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 14 (WARRANTY DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
6. REASONABLE USE POLICY, AUTHORIZED AND PROHIBITED USES
All qliqSOFT Services may only be used for normal business use and are provided only for live dialog between two individuals or among groups.
You understand and agree to use the Service only for lawful purposes and that you shall not, at any time, use the Service for any illegal, improper, or abusive purpose or in any way which interferes with our ability to provide Service to other customers, prevents or restricts other customers from using the Service, or damages any qliqSOFT or other customer’s property. Prohibited uses include, but are not limited to:
- Behavior that is obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, or invasive of another’s privacy.
- Knowingly transmitting any material that contains viruses, time bombs, trojan horses, worms, or any other programs that may be harmful or dangerous.
- Creating a false identity (“ID spoofing”) or forged email address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
- Transmitting any material that may infringe the intellectual property rights or other rights of third parties.
- Transmitting unsolicited information to users with no existing professional or personal relationship or other communication considered spamming.
- Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid any Reasonable Use Policy.
- Violating any U.S. or foreign law regarding the transmission of technical data, protected health information, or software exported through the Service.
You further understand and agree that:
- You shall be solely liable for any transmissions sent through the Service and that qliqSOFT has no control over the content of any transmission.
- You will abide by all applicable qliqSOFT policies, procedures, and agreements related to the Services.
- You shall not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.
- You shall not interfere with other customers’ or third-parties’ use and enjoyment of the Service or use the Service in any manner which disrupts, prevents, or restricts any other customer from using the Service.
- Your use of the Service is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, HIPAA and HITECH laws, and false advertising).
- You are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service.
qliqSOFT reserves the right, upon prior notice, to disconnect or suspend your Service if qliqSOFT determines that your use of the Service violates this Reasonable Use Policy. qliqSOFT reserves the right to add to, modify, or amend the Reasonable Use Policy at any time for any reason in its sole discretion.
7. PROPRIETARY RIGHTS
qliqSOFT owns and shall at all times retain sole and exclusive right, title and interest to the Service, including all copyrights, trademarks, trade secrets, and all other intellectual property rights thereto, including without limitation with respect to all technology used in connection with or provided as part of the Services. All rights not expressly granted under this TOS are retained by qliqSOFT. Any new features or products provided by qliqSOFT shall also constitute “Services” and shall be subject to this TOS.
You may not, and shall not allow any third party to: copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services and/or any of qliqSOFT’s technology or software for any purpose whatsoever.
qliqSOFT shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
Federal Government End Use Provisions: We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and for Department of Defense transactions, DFAR 252.227-7015 (Technical Data –Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
QliqSOFT may request in writing, to the Customer or their designated representative for receipt of notice, that the Customer participate in some or all of the following marketing activities.
Press Releases: qliqSOFT may issue press releases or case study concerning the impact and use of the qliqSOFT Services contingent on prior review and approval by the Customer.
Demonstrations and Site Visits: qliqSOFT may, from time to time, request that the Customer host site visits, demonstrations, or take phone calls from potential qliqSOFT customers. All requests will be made in a timely manner and an agreement to participate is completely at the discretion of the Customer.
Web Page Publishing: qliqSOFT may publish the Customer’s name, use pre-approved case studies, and pre-approved press releases documenting the use of the qliqSOFT service by the Customer on qliqSOFT’s public Web site.
9. BILLING AND PAYMENT FOR PURCHASED SERVICES
Any applicable initiation charges, usage, and recurring charges and fees are billed in full in advance. Termination and transfer charges, if any, are billed in arrears. Upon termination of your Account for any reason, all unused Plan Credits shall expire in their entirety and no refund or proration shall be made of any unused Plan Credits or of any remaining periods/months on any pre-paid Service plan.
When you subscribe to Services, you will provide us with a payment method, such as a valid credit card or direct bank account debit, and, if applicable, authorize us to use that payment method. Any authorization will remain valid until 30 days after you terminate our authority to charge your payment method. We will then charge you any fees and any other outstanding charges and disconnect your service. You will advise us of any changes to your payment method, such as bank or credit card account number, CVN, or expiration date changes. You agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due plus any applicable interest charges. We may assess an additional fee of fifty dollars ($50) for any check returned for nonpayment.
Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and proration to the charges billed during that time period to your account.
Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you communicate on the Service. You hereby grant qliqSOFT the right, to use, modify, adapt, reproduce, distribute, display and disclose Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and, (b) the use or transmission of the Content doesn’t violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including transmission thereof) complies with these Terms and any and all applicable laws, and regulations. You must immediately notify qliqSOFT in writing of any unauthorized use of any (a) Content (b) any Account or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide qliqSOFT with such cooperation and assistance related to any such unauthorized use as qliqSOFT may reasonably request.
11. SERVICE CHANGES
You understand and agree that qliqSOFT may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to you. In the event that a change to the Services would, in qliqSOFT’s reasonable discretion, permanently materially diminish or impair the functionality of the Services (“Change”), qliqSOFT shall provide to you a written notice of such Change at least sixty (60) days prior to the effective date of the Change. If the Change is unacceptable to you, you may terminate the Services without penalty by calling qliqSOFT at (866) 295-0451. Any use of the Services after the effective date of Change will be deemed by you as acceptance of the Change.
Services are provided for a term of thirty (30) days, one (1) quarter, one (1) year, or as otherwise provided in your Services Agreement (the “Term”). The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify qliqSOFT of non-renewal in writing sent by registered mail or fax to (866) 306-2964, or by contacting customer service at (866) 295-0451 at least thirty (30) days before the end of the then current Term.
You may cancel or terminate your use of the Services with or without cause at any time by calling qliqSOFT at (866) 295-0451 or by sending a written notice by registered mail or fax to (866) 306-2964, subject to the restrictions and fees provided in this TOS and additional agreements governing the Services you have signed up for. qliqSOFT is available to take your call from Monday-Friday between 9:00 a.m.to 5:00 p.m. Central Time.
Annual Plan Customers. For annual plan customers, you are purchasing the Service for the full length of the applicable Term. You have thirty (30) days from the Date of Purchase for a prorated refund in accordance with your Services Contract. After the first thirty (30) days, if you terminate the Services prior to the end of your Term, you are responsible for all charges and for any remaining time left on the Term as if you remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, and any applicable disconnection fee, as described below (collectively, “Default Charges”). In addition, you will not be entitled to a refund for any unused portion of the prepaid Term charges.
You understand and agree that qliqSOFT may at any time, and without additional notice to you, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Services if:
- qliqSOFT determines that your use of the Services violates or has at any time violates this TOS or any other applicable agreement between you and qliqSOFT.
- qliqSOFT determines that you have created or caused the creation of multiple free Accounts.
- qliqSOFT determines that such action is necessary to maintain or improve the Services, to prevent fraud or misrepresentation by affirmative acts and/or omissions, to protect other users or third parties, or for any other good cause.
- For any other reason, qliqSOFT would restrict access to the Services, including but not limited to compliance with requests by law enforcement or other government agencies.
Upon termination of your service for any reason, qliqSOFT may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files, information, or the Services.
qliqSOFT shall not be liable to you or any third party for any reason for terminating your use or access to the Services.
If you or qliqSOFT terminates your right to use the Services, you shall not be entitled to any refund or proration of any prepaid amounts or credits.
14. WARRANTY DISCLAIMER
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND qliqSOFT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY COUNTRY. qliqSOFT MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.
qliqSOFT MAKES NO WARRANTY ON UP-TIME, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE.
qliqSOFT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. qliqSOFT IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL. qliqSOFT IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD PARTY NETWORK USED IN CONNECTION WITH THE SERVICES.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL qliqSOFT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. qliqSOFT’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE FEE qliqSOFT CHARGED YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
You shall indemnify and hold harmless qliqSOFT, its directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees), and damages resulting from (1) any negligent acts, omissions, or willful misconduct by you, (2) your use of the Services, (3) any breach of this TOS by you, and/or (4) your violation of any law or of any rights of any third party. The provisions of this section are for the benefit of qliqSOFT and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
qliqSOFT DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND qliqSOFT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM qliqSOFT, ITS EMPLOYEES, PARTNERS, AFFILIATES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT TEXT MESSAGES AND MEDIA TRANSMISSIONS ARE SECURE, qliqSOFT MAKES NO GUARANTEES OF SECURITY.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
17. DISPUTE RESOLUTION AND OPTIONAL ARBITRATION
You agree that any disputes between you and qliqSOFT shall be adjudicated in the state and federal courts of the State of Texas, U.S.A. Venue for all claims and disputes between you and qliqSOFT shall be the county of Collin, State of Texas. You hereby consent to venue and personal jurisdiction in such courts with respect to such claims or disputes and irrevocably waive any right that such party may have to assert that such forum is not convenient or that any such court lacks jurisdiction.
Notwithstanding the adjudication requirement above, for any dispute involving $10,000 or less, the party requesting relief may choose to resolve the dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution service mutually agreed to by both parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction.
Some jurisdictions may place limits on dispute resolution provisions, so certain of the foregoing requirements may not apply to you.
18. GENERAL PROVISIONS
Software License: Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
Export Compliance: The Services or other technology that we make available, and derivatives thereof may be subject to export laws and regulations of the United States. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country (Cuba, Iran, North Korea, Sudan, Syria or others that the Government may add in the future) or in violation of any U.S. export law or regulation.
Attorney Fees: You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 9 (BILLING AND PAYMENT FOR PURCHASED SERVICES).
Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
Assignment and Transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.