End User License Agreement
Last Updated: October 13, 2020
Agreement to be Bound
This End User License Agreement, as amended from time to time, applies to your access to and use of products, services and websites (each a “Service” and collectively “Services”) offered by iQmetrix USA Inc. if you are in the US or iQmetrix Software Development Corp. if you are outside the US (“iQmetrix”, “we”, “our”, “us”).
All references to “user”, “you”, “your” mean any individual, end-user, customer, or visitor who accesses or uses the Services in any manner. Any individual user acting on behalf of another entity hereby confirms that such user has all necessary and legal authority to bind the entity. Acceptance of these Terms by such user will be deemed acceptance by the entity.
We reserve the right to modify this End User License Agreement at any time in our sole discretion by posting the most recent version (which will supersede any other version and become effective as of the last updated date indicated) on this webpage. Your continued use of the Services following posting of these changes constitutes acceptance of the terms as they exist at the time of your usage. You agree to review this End User License Agreement on a regular basis and remain in compliance with any modifications.
You are only authorized to use the Services if you have reached the age of majority where you access the Services and agree to abide by all applicable laws and the Terms.
By accessing or using the Services, including contributing materials and/or personal information to the Services, whether your own or on behalf of another entity, you represent and warrant that you have full power and authority to enter into this End User License Agreement and you agree to be bound by:
- this End User License Agreement;
- any additional terms specific to a Service,
in effect at the time of your use (collectively referred to as the “Terms”).
You may be able to post, contribute, submit, or publish (collectively, “Post”) written or audio visual materials and personal information (“User Content”) in designated areas of the Services. You are solely responsible for your own User Content and the consequences of Posting it. By Posting User Content to the Services, you automatically grant iQmetrix a worldwide, non-exclusive, royalty-free, license to use, reproduce, modify, translate, publish and commercialize such User Content on the Services. In addition, you grant iQmetrix the same license to any works derived from User Content. You represent and warrant that you own or have the rights to use and license iQmetrix to use the User Content in the manner contemplated by the Terms.
You represent and warrant that you will not Post User Content that:
- is confidential, proprietary or sensitive;
- is threatening, abusive or defamatory;
- is deceptive, false, misleading or fraudulent;
- is obscene, indecent or unlawful;
- is otherwise inappropriate;
- violates any other party’s legal rights;
- scrapes or otherwise collects information from the Services in an automated fashion;
- contains viruses, corrupted files, or any other code, software or process that may damage the operation of the Services;
- damages or impairs the Services or interferes with any other party’s access or use of the Services; and/or
- is in violation of the Terms, any applicable law, regulation, standard or rule relating to your access or use of the Website.
Representations and Warranties
You represent and warrant that you have read, understood and agreed to the Terms. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Services to:
- violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- violate any applicable law;
- modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit RQmobile, except as expressly authorized by us; and
- use a robot, spider or other automated device or process or means to access, retrieve, scrape, or index any portion of the Services.
iQmetrix owns all intellectual property rights, including without limitation copyright and trademark rights, in all materials on or comprising the Services, including all written, audio visual or other materials and graphical elements on the Services, but excluding User Content (“iQmetrix Content”).
You agree to indemnify, save, and hold iQmetrix harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, violation of the Terms, or breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Term and Termination
You are free to stop your use of the Services at any time. We reserve the right to suspend or terminate your access to the Services without notice to you if:
- you are in breach of the Terms;
- you are using the Services in a manner that would cause a real risk of harm or loss to us or other users; or
- for any other reason at the sole discretion of iQmetrix.
In the event of any termination of this End User License Agreement, the following sections will continue in full force and effect: “User Content”, “Representations and Warranties”, “Ownership”, “Indemnification”, “Disclaimers”, “Limitations of Liability”, “General Terms”.
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES AND IQMETRIX CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IQMETRIX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, IQMETRIX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE SERVICES AND IQMETRIX CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE SERVICES AND IQMETRIX CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. IQMETRIX MAY MAKE CHANGES OR IMPROVEMENTS TO THE SERVICES AND IQMETRIX CONTENT AT ANY TIME. IQMETRIX MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICES AND IQMETRIX CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH EVENT.
Limitations of Liability
You expressly understand and agree that your access or use of the Services and the contribution of any materials is at your sole risk, and to the maximum amount permitted by law, iQmetrix hereby disclaims any and all liability to you for any loss or liability relating to your access or use of the Services and the contribution of any materials in any way.
IQMETRIX WILL NOT BE LIABLE FOR ANY (I) INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OR ANY SIMILAR DAMAGES INCLUDING WITHOUT LIMITATION IN CONNECTION WITH OR RELATING TO THE TERMS OR THE SERVICES, (II) DAMAGES DUE TO USE, PERFORMANCE OR OPERATIONS OF THE INTERNET OR USE OF THE INTERNET BY YOU; (III) LOSS OF DATA; (IV) LOST PROFITS; (V) BUSINESS INTERRUPTION; OR (VI) DAMAGES PURSUANT TO ANY THIRD PARTY TERMS AND CONDITIONS, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY TO YOU FOR DAMAGES IN EXCESS OF THE GREATER OF: (I) U.S. $50.00, OR (II) THE AMOUNT YOU PAID FOR THE SERVICES, IF ANY, IN THE 12 MONTHS PRIOR TO THE CLAIM.
IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR REQUIRE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY THAT ARE DIFFERENT THAN THOSE SET FORTH IN THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
If you are in the US, the Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflicts of laws provisions, and will in all respects be treated as a State of Delaware contract. The Parties hereby irrevocably submit to the jurisdiction of the state and federal courts located in Arlington County, Virginia, to the extent that a court of competent jurisdiction determines in a binding, final court order.
If you are outside the US, the Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts of laws provisions, and will in all respects be treated as a British Columbia contract. The Parties hereby irrevocably submit to the jurisdiction of the federal and provincial courts located in Vancouver, British Columbia, Canada, to the extent that a court of competent jurisdiction determines in a binding, final court order.
Compliance with Applicable Laws
You will comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinance, and other judicial administrative orders.
Without limiting the generality of the preceding limitations, we have no liability for any failure or delay resulting from any condition reasonably beyond our control, including but not limited to power grid failure, Internet service disruption, labor strikes or lock-outs, governmental action, acts of terrorism, war, coup, civil unrest, earthquake, hurricane, tsunami, fire, flood or other acts of God.
If any part of the Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in effect.
All notices, requests, demands or communications required or permitted pursuant or relating to the Terms will be in writing and will be sent by email to legal@iQmetrix.com. Email notices will be deemed given and received upon reply email confirming receipt.
The Terms constitute the entire agreement and supersede all prior agreements and understandings, both oral and written, in respect of the subject matter contained herein.
iQmetrix may assign its rights and obligations under the Terms and/or the Terms to another entity.
No Third-Party Beneficiaries
Nothing in the Terms, express or implied, is intended to or will confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of the Terms.
We grant to you only the rights and licenses expressly stated in the Terms, and you receive no other rights or licenses with respect to products and services, trademarks, or any other property of iQmetrix.
The following sections will survive the expiration or termination of this Agreement: “User Content”, “Representations and Warranties”, “Ownership”, “Indemnification”, “Disclaimers”, “Limitations of Liability”, “General Terms”.
Please contact us at support@iQmetrix.com if you have any questions regarding the Terms.