Qvikly LLC ("Qvikly" or "We") and you ("You" or "User") enter this
Agreement for Qvikly LLC to provide User with access to Qvikly's
services and the data available therein (the "Data") in consideration
of the payment of the fees set forth below and subject to the terms of this agreement
Service Terms and Limitations:
1. License: The Services are proprietary to Qvikly LLC and are protected by intellectual property laws and international intellectual property treaties. Your access to the Service is licensed and not sold. Subject to the timely payment of all Fees and the terms and limitations set forth in this Agreement, Qvikly LLC agrees to provide you with a personal, non-transferable and non-exclusive account enabling you to access and use the Services.
2. Availability of Services: You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Qvily LLC may undertake from time to time; or (iii) causes beyond the control of Qvikly LLC or which are not reasonably foreseeable by Qvikly LLC.
3. Services Access: You are solely responsible for providing, maintaining and ensuring compatibility with the Services, all hardware, software, electrical and other physical requirements for your use of the Services, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Services.
You represent and warrant to Qvily LLC that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to Qvikly LLC is truthful, accurate and complete; (c) you are an authorized signatory of the credit or charge card provided to Qvikly LLC to pay the Fees; (d) you shall comply with all terms and conditions of this Agreement; and (e) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number.
You are solely responsible for any and all acts and omissions that occur under your License Key. You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Service to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial e-mail; (b) disseminate, store or transmit material that is prohibited by law; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Services or any other computer network; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by Qvikly LLC to be in conflict with the spirit or intent of this Agreement.
Fees ("Fees") are charged for Licensing the product, Updates, Upgrades in Qvikly service are as follows:
- The Terms will continue to apply until terminated by either you or Qvikly LLC as set forth below.
- If you want to terminate your agreement with Qvikly LLC , you may do so by (i) notifying Qvikly LLC at any time and (ii) closing your accounts for all of the Services or Materials that you use, where Qvikly LLC has made this option available to you. Your notice should be sent, in writing, to Qvikly LLC firstname.lastname@example.org
- Qvikly LLC may at any time terminate its agreement with you if:
a. You have breached any provision of the Terms of Service (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms)
b. Qvikly LLC is required to do so by Law (for example, where the provision of the Site, Services or Materials to you is, or becomes, unlawful)
c. The provision of the Services to you by Qvikly LLC is, in Qvikly LLC's opinion, no longer commercially viable
4. Qvikly LLC has elected to discontinue the Site, Services or Materials (or any part thereof); or
- Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account includes: (i) removal of access to all offerings within the Services; (ii) barring of further use of the Services.
- You agree that all terminations for cause shall be made in Qvikly LLC's sole discretion and that Qvikly LLC shall not be liable to you or any third party for any termination of your access to the Site, Services and Materials, including Your Content.
- Qvikly LLC reserves the right to refuse service to anyone. Qvikly LLC also reserves the right to terminate service for non-payment of fees without notice. Reinstatement will be at Qvikly LLC's sole discretion.
2. Renewal, Upgrade Procedure:
Except for the Free and One-Time Use options, your Qvikly license shall expire twelve (12) months after the Service Period commences (the "Service Expiration Date"). One month prior to the Service Expiration Date, Qvikly LLC will send a renewal reminder to the e-mail address you have on file with Qvikly LLC. If you do not renew the service prior to the Service Expiration Date, your account will remain locked for up to ten (10) days. After the period for which your account will remain locked, we reserve the right to remove any account information that is maintained by us. Additionally, you will no longer be able to use the Qvikly software.
3. Payment Method and Responsibility for Extra Charges:
Qvikly LLC accepts American Express, Visa, MasterCard, and Discover credit cards via Google Checkout. All prices are quoted in US Dollars. Overseas credit cards are welcome and will be processed by your credit card company in your local currency using the credit card company's applicable exchange rate.
You shall be responsible for and shall pay Qvikly LLC all sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon ("Taxes"), whether imposed now or hereinafter by any governmental entity arising from your use of the Services. In the event you fail to pay any amount in advance, Qvikly LLC may immediately suspend or terminate this Agreement and your access to the Service.
Qvikly LLC does not provide cash refunds. In the event you are entitled to a Termination Refund, Qvikly LLC will credit the Termination Refund to the credit card used to pay for the service.
Subscribers Inquiries and Complaints:
Subscribers who have a question or complaint about the Qvikly LLC customer policy should e-mail us at email@example.com. Qvikly LLC's Customer Response Center is closed on all United States government holidays.
Qvikly LLC respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please let us know by sending the following information to firstname.lastname@example.org:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property work;
b. A description of the copyrighted work or other intellectual property interest that you claim has been infringed;
c. A description of where the material you claim is infringing is located on the Site;
d. Your address, telephone number, and e-mail address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you, made under penalty of perjury, that the above information in your notice is true and correct and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Disclaimer Of Warranties:
You expressly understand and agree that:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QVIKLY LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
QVIKLY LLC MAKES NO WARRANTY THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS, (2) THE SERVICE WILL BE UNINTERRUPTED OR TIMELY, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (5) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QVIKLY LLC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
Limitation Of Liability:
QVIKLY LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF QVIKLY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
You agree to indemnify, hold harmless and defend Qvikly LLC, its members, managers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your use of the Services, including any Data or work transmitted or received by you; and (c) any unacceptable use of the Service, including, without limitation, any statement, data or content made, transmitted or republished by you which is prohibited.
The Qvikly logo and product and service names are trade/service marks of Qvikly LLC.
1. Entirety of Agreement: The terms stated in this Agreement set forth the entire understanding and agreement between Qvikly LLC and you and supersede any prior or contemporaneous oral or written agreements or representations, except that access to and use of certain Qvikly additional capabilities or Data may be governed by additional terms which will be presented to you at the time you request such access. You will have the option not to access these additional capabilities or Data if you do not agree to the additional terms.
2. Amendment: Qvikly LLC shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to you by e-mail at the address provided to Qvikly LLC by you. Your access to or use of the Service after the date such amended terms are delivered to you shall be deemed to constitute acceptance of such amended terms.
3. Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
4. Severability: If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
5. Notice: All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either parties' last known post office, facsimile or e-mail address, respectively. You agree to receive this Agreement and any and all disclosures and/or written notices required by applicable law or regulation, and all other communications, electronically by e-mail or on the Qvikly web site. Special technical specifications, including minimum browser requirements that are necessary to use the Qvikly service and to receive communications electronically are disclosed in the FAQ section of the Qvikly web site. You agree that we may respond to you by e-mail to any communication you send to us, regardless of whether your original communication to us was by e-mail.
6. Law: This Agreement is made in and shall be governed by the laws of the State of California without reference to conflicts of law principles.
7. Forum: All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of California. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of California. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of California and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of California.
8. Process: The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts of the State of California.
9. Attorney's Fees: If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
10. Headings: The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
11. Force Majeure: If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. Nothing herein shall preclude Qvikly LLC from closing an account for reasons permitted under this Agreement or create liability on Qvikly LLC for purging Personal Information from its system upon closing an account.
12. Survival: The terms and provisions of this Agreement, save for those respecting Pricing and the Service Terms and Limitations, shall survive any termination or expiration of this Agreement.
SUBSCRIBER WARRANTS SUBSCRIBER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS & CONDITIONS OF THIS AGREEMENT.