Last Updated: 05-MAY-2020
Terms of Services
This binding agreement (“Agreement”, “Terms of Service”) is between Qualex Corporation (collectively, “Company”, “We”, “Us”, “Our”) and the customer agreeing to these terms (collectively, “You”, Your”, “Customer”).
These Terms control your use of the websites and services, any content (such as text, data, information, software, graphics or photographs) that We may make available through the websites (collectively, “Materials”) and any services that We may provide through the websites (collectively, “Services”). The Customer shall connect to the Services using any internet browser or mobile application supported by the Services. The Customer is responsible for obtaining access to the internet and the equipment necessary to access the Services.
By accepting this Agreement (e.g. by clicking a box indicating your acceptance, by executing an order form that references this Agreement, creating an account or, for free services, by using such services), you agree to the term and conditions of this Agreement.
THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE SERVICES (“EFFECTIVE DATE”).
If a user violates any of the terms outlined below, We reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services. If you are entering into this Agreement on behalf of a company, you acknowledge that you have the authority to bind that company to the terms of this Agreement.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
You may not access the Services if You are Our direct Competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
COMPANY’S WILLINGNESS TO ENTER INTO THIS AGREEMENT IS CONTINGENT ON YOUR ACCEPTING THIS AGREEMENT WITHOUT MODIFICATION
1. License to use the Services
Subject to the terms of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable right to access and use the Services, and allow its Authorized Users to access and use the Services, solely for Customer’s internal business purposes and not for resale or further distribution. Customer’s right to use the Services is limited by all terms and conditions herein. Customer shall be responsible for its Authorized Users in compliance with Customer’s obligations under the terms of the Agreement.
Unless otherwise provided in the applicable Order Form (a) Services are purchased as subscriptions, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
2. Restrictions of Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
3. Trial Period
You may use the Services for a fifteen (15) day trial period, starting on the date that you registered with our Services and accepted these Terms of Services without charge or further commitment for evaluation purposes. You need to be aware that the Services will automatically cease functioning at the end of the trial period unless i) otherwise extended by Company in its sole discretion, ii) you supply your credit card or other payment information and purchase a subscription to the Services. At the end of the trial period, unless you purchase a subscription to the Services, all Contact Information and other data you provide to the Services (“Customer Information”) will no longer be available. During the trial period you are free to add and remove Users; if you purchase a subscription to the Services you will be charged in accordance with our standard Fees, including, without limitation, on a on a per User basis. DURING THE TRIAL PERIOD WE WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICE TO YOU, AND YOU WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE SERVICE. THESE LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS IN THESE TERMS OF SERVICES.
4. Free Services
We may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 4 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the documentation found at https://help.doctract.com. Usage over these limits requires your purchase of additional resources or services. You agree that Company, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that We will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data. We may modify the services offered with either free plan at any time in its sole discretion or even discontinue them entirely without prior notice to you.
NOTWITHSTANDING SECTIONS 11 AND 12 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 13 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 12 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
5. Term and Termination
These Terms of Services commence when you accept them. At the end of the term you contract for use of the Services, it shall automatically renew for additional terms of the same length at the prices communicated to you at least sixty (60) days prior to the end of that term (or the same prices as the prior term if no new prices are provided) until terminated by either You or Us with at least thirty (30) days’ notice prior to the end of each such term. Either party may terminate these Terms of Services upon thirty (30) days’ prior written notice to the other party for a material breach that remains uncured at the expiration of such period. Immediately upon termination of these Terms of Services for any reason, you will (i) cease use of the Services, (ii) pay in full all Fees due upon termination, and (iii) return or destroy all copies of our Confidential Information. Upon expiration or termination of these Terms of Services for any reason your account shall be deactivated, and all Contact Information deleted.
If a Customer does not renew the subscription for the Services, We shall provide all Customer Data on explicit written request from the customer in a generally accessible format within 30 days after the end of such term and thereafter may delete the customer account and all of the Customer Data. Please note that some information like billing and subscription may remain with Us for accounting and legal reasons. Additionally, Customer Data may remain with Us for the period of 90 days on our replication servers and/or high availability servers, beyond which it is completely deleted.
We reserve the right to terminate your service at any time without cause or notice. In addition, We reserve the right to suspend your account indefinitely if We suspect any fraudulent or inappropriate activity is being conducted through the use of the Site (such as, for example, unauthorized use of a credit card), and such suspension will remain in effect until We are satisfied in our sole judgment that such activity is not occurring. We shall have no obligation to maintain any Content in your account. Notwithstanding anything to the contrary, if a signed agreement exists between Us and a paying User and such signed agreement has a termination section or a clause related to termination, the termination of signed agreements and corresponding Use will be governed by the termination language in the signed agreement.
We reserve the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Services Provider (ISP) regarding such unauthorized use.
Termination does not affect your liability or obligations under this Agreement.
6. Payments of Subscription Fees and Billing
6.1. Subscription Fees. For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS OR ANY FEATURE OF COMPONENT THAT YOU HAVE PAID FOR BUT NOT USED
6.2. Changes in Subscription Fees. If You choose to upgrade Your Services Plan or increase the number of Authorized Users to access and use a Services during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
6.3. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use the Services, you agree to pay Us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and you authorize Us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. If We agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date.
6.4. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against the Company measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
7. Ownership of Content
You retain ownership of all intellectual property rights in any content submitted by you in the course of using the Services (“Content”). We do not claim ownership over any of your Content. These Terms do not grant Us any licenses or rights to your Content except for the limited rights needed for Us to provide the Services to you.). Customer grants Us the right to use and store the Customer Data solely for purposes of Us performing the Services under this agreement. Customer hereby warrants to Us that it either owns or licenses the Customer Data it provides, has the authority to grant Us such usage rights and that there are no additional approvals required for granting such usage rights
9.1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Company’s Confidential Information includes without limitation the Services (including without limitation the Services user interface design and layout), and Customer’s Confidential Information includes without limitation the Customer Data.
9.2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
9.3. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information, as can be demonstrated. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to enable Discloser to seek a protective order.
9.4. Security Measures. In order to protect Customer’s Confidential Information, We will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures, and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures (i.e., vulnerability scans and penetration testing); (iii) designate an employee or employees to coordinate implementation and maintenance of its security measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks.
10.Intellectual Property Rights
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You and Authorized Users to use the Services under this Agreement do not convey any additional rights in the Services or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Services as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Us and belong exclusively to Us. The Company shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You or Authorized Users, or other third parties acting on Your behalf. Company other product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of one or more members of the Company (collectively, “Marks”), and You may only use applicable Marks with separately obtained written permission; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products.
11.Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE COMPREHENSIVENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE SERVICE OR SERVICE CONTENT OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY US.
12.Limitation of Liability
COMPANY AND ITS SUPPLIERS AND LICENSORS WILL 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER’S USE OF THE SERVICES OR COMPANY’S PROVISION OF ANY OTHER SERVICES. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF COMPANY AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS) OR COMPANY’S PROVISION OF ANY OTHER SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO COMPANY FOR CUSTOMER’S USE OF THE SERVICES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
Customer will defend, indemnify and hold harmless Company, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Services, Customer’s violation of this Agreement, Customer Content, or Customer’s violation of any rights of a third party through use of the Services.
14. Governing Law & Jurisdiction
This agreement shall be governed by the laws of the State of Michigan, United States of America.
15.Modifications of Terms of Services
We reserve the right to update and change the Terms of Services from time to time; an updated version will be published on our website at https://doctract.com/legal. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to this Terms of Services. You may terminate your use of the Services if the Terms of Services are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Services at any time at https://doctract.com/legal.
16.1. Entire Agreement. These Terms and any attachments hereto along with any Order Forms constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter, including but not limited to any non-disclosure and proof of concept agreements entered by the parties. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency between the provisions of this Agreement and any Order Form, the same shall be resolved by giving precedence to the Order Form.
16.2. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.
16.3. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond their reasonable control, including without limitation, force majeure events
16.4. If any provision of these Terms becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remaining provisions will remain in effect.
16.5. Legal Contact Information. Should you have any inquiries about these Terms, the licensing or usage of Company Marks, or Company copyrighted materials, you may contact Us at email@example.com
16.6. Export Control. Each party must comply with the export control laws of the United States and other applicable countries.
16.7. a. Neither party will make any news or press release regarding these Terms without the other party’s prior written consent. You grant Us the right to include your name and logo as a customer in our promotional materials; provided however, that you can opt to have your name excluded from such use by Us except as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email request regarding the same to firstname.lastname@example.org; the subject line in such email should be entitled “Non-use of Subscriber Name.” b. Subject in each case to your agreement and only on an occasional basis, We may ask that you consider in your sole discretion making a representative available (i) to serve as a non-public reference to our prospective customers to discuss your experience working with Us; and (ii) to work with Us in developing and publishing case studies and press releases that describe your use of the Services.
16.8. The terms and conditions which by their nature are intended to survive termination of this Agreement shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability. This Agreement contains the entire understanding of the parties on the subject matter hereof.
17.1. “Authorized User” means any of your employees, consultants, contractors or agents authorized by your administrators to access and use the Services on behalf of Customer, in each case subject to such person’s agreement to be bound by the Terms of Service.
17.2. “Competitor” means any corporation, partnership or other entity that engages in (or that owns a significant interest in any corporation, partnership or other entity that engages in)(1) hosted or on-premise software focused on the processing of policy documentation, procedure documentation, standard operating procedure documentation or contract documentation.
17.3 “Customer Data” means all data uploaded by Customer and collected by the Services, in which Customer owns or has obtained all necessary rights, title and interest, and obtained all necessary consents, to transfer the Customer Data to Company and its data center provider(s) for the purpose of processing such Customer Data in accordance with this Agreement.
17.4. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.