Last Modified [August 10, 2023]
Subject to the terms of this Agreement, Company hereby grants you a limited, non-exclusive and nontransferable license to register with, access, and use the Platform strictly in accordance with the terms herein including any Additional Terms (defined below). You agree and acknowledge that you have the sole responsibility and liability for your use of the Platform and for providing or obtaining, and for maintaining, all of the hardware, software, electrical power, telecommunications, Internet services, and other products or services necessary or desirable for you to access and use the Platform.
Restrictions on Use
You shall not: (a) modify, translate, adapt or otherwise create derivative works or improvements, whether or not available for intellectual property protection via patent, copyright, trademark or trade dress, or trade secret, of the Platform; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof; (c) remove, delete, alter, copy, or obscure any trademarks or trade dress, any copyright, trademark, patent, or any other intellectual property or proprietary rights notices from the Platform, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or any features or functionality of the Platform, to any third party for any reason; (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Platform; or (f) use the Platform or any part thereof for any purpose that: (i) interferes with or induces a breach of the contractual relationships between Company and its employees or between Company and any other party; (ii) is in any way unlawful or prohibited, or that is harmful or destructive to anyone or their property; (iii) transmits any advertisements, solicitations, schemes, spam, flooding, or other unsolicited email or other unsolicited commercial communications; (iv) transmits any harmful or disabling computer codes or viruses; (v) harvests email addresses from the Platform; (vi) transmits unsolicited email to this site or to anyone whose email address includes the domain name on the Website; (vii) interferes with the Company’s network services; (viii) attempts to gain unauthorized access to the Company’s network services; (ix) suggests an express or implied affiliation with the Company or a broker relationship with the Company (without the express written permission of the Company); (x) impairs or limits the Company’s ability to operate the Platform or any other person’s ability to access and use Platform; (xi) unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity; (xiii) harms minors in any way, including, but not limited to, transmitting or uploading content that violates child pornography laws, child sexual exploitation laws, and laws prohibiting the depiction of minors engaged in sexual conduct; (xii) transmits or uploads pornographic, violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images; (xiv) harms, threatens, harasses, abuses, or intimidates another person in any way or involves images or content that depicts, promotes, encourages, indicates, advocates or tends to incite the commission of a crime or other unlawful activities; (xv) dilutes or depreciates the name and reputation of the Company or any of its affiliates; (xvi) transmits or uploads any content or images that infringes any third party’s intellectual property rights or infringes any third party’s right of privacy; or (xvii) unlawfully transmits or uploads any confidential, proprietary or trade secret information.
You acknowledge and agree that: (a) the Platform is provided under license, and not sold, to you; and (b) you do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than the right to use and access the Platform in accordance with the license granted, which are in each case subject to all terms, conditions, and restrictions under this Agreement. Company, its licensors, and its service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, trade dress, trade secrets, patents, and other intellectual property rights therein or relating thereto, except as otherwise expressly granted to you in this Agreement.
Rights Regarding Your Feedback:
You hereby acknowledge and agree that the Company shall own all right, title and interest in and to any suggestions, enhancement requests, recommendations, or other feedback from you relating to the Platform, including in response to any surveys (“Feedback”). Should any right or interest inure to you, you hereby agree to irrevocably assign, and hereby do irrevocably assign, all right title and interest in any such Feedback to Company.
Certain areas or features of the Platform may be restricted to users who have obtained a user identification and password by completing a registration process described on the Platform. Please be sure to protect and maintain the confidentiality of any user identification, passwords, or other identifying information you may obtain in connection with your use of the Platform. You agree to notify the Company immediately if you have reason to believe that the user identification, password, or other identifying information relating to you or to any other user has been lost, stolen, or otherwise compromised. You also acknowledge and agree that you are solely responsible for all damages or claims that may arise from any access to or use of the Platform by any person to whom you have provided your user identification, password, or other identifying information, or by any person who has obtained such information from you, including, but not limited to, any access to or use of the Platform that may occur after you have notified us that your user identification, password, or other identifying information has been lost, stolen, or otherwise compromised.
Changes to Agreement:
You agree and acknowledge that the Company may revise or change the terms of this Agreement at any time, without notice to you, and you agree that you will be bound by the provisions of this Agreement as they appear on the Platform at the time you access the Platform. Because the terms of this Agreement may change, you are encouraged to refer back often to this Agreement. In addition, you agree and acknowledge that all other content, services, products, and materials on or available through the Platform are subject to updating and revision without notice to you. You further acknowledge and agree that individual modifications to the terms of this Agreement may not be altered by contract, unless expressly permitted in writing by the Company.
The term of Agreement commences when you use the Platform and will continue in effect until terminated by you or Company as set forth in this Agreement.
Termination by You or Us:
You may terminate this Agreement by discontinuing use of the Platform.
Company may terminate this Agreement or deny your access to the Platform at any time without notice to you, which Company may do in its sole discretion.
This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Effect of Termination:
Upon termination: (a) all rights granted to you under this Agreement will also terminate; and (b) you must cease all use of the Platform. Termination will not limit any of Company’s rights or remedies at law or in equity.
The Platform is provided to you “as is” and with all faults and defects and without warranty of any kind. To the maximum extent permitted under applicable law, Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, Company provides no warranty or undertaking, and makes no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, platforms, systems or services, operate without interruption, meet any performance or reliability standards or be error free, or that any errors or defects can or will be corrected. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Limits on Liability:
In no event will Company or its affiliates, or any of its or their respective licensors or service providers, have any liability for damages arising from or related to: (a) your use of or inability to use the Platform; (b) the Platform or any content or service available thereon or elsewhere; (c) any action or investigation by law enforcement; (d) any errors or omissions in the Platform; (e) any action taken in connection with owners of copyright or other intellectual property; and (f) personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction or any other consequential, incidental, indirect, exemplary, special or punitive damages. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise, and regardless of whether such damages were foreseeable or Company was advised of the possibility of such damages to the fullest extent permitted by applicable law. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you. By accessing the Platform, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her must have materially affected his or her settlement with the debtor or released party.” You agree that in the event you incur any damages, losses, or injuries that arise out of Company’s acts or omissions, the damages, if any, caused to you are neither irreparable nor sufficient to entitle you to an injunction preventing any exploitation of any portion of Platform, website, service, property, product, or other content owned or controlled by the Company, and that you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition, or exploitation of any portion of Platform, website, property, product, service, or other content owned or controlled by Company.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to: (a) your use or misuse of the Platform; (b) any dispute or litigation caused by your actions or omissions; (c) your negligence or violation of any applicable law or rights of a third party; (d) your violation of any third-party intellectual property right, publicity, confidentiality, property or privacy right; (e) any disputes or issues between you and any third party, including third party providers; or (f) your breach of this Agreement.
Reliance on Platform:
The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the timeliness, accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor or user of the Platform, or by anyone who may be informed of any of its contents. The Platform may include content provided by third parties or linked to or from third-party websites, including Google Analytics and materials provided by end users. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
In no event will Company be liable for any decision made or action taken in reliance upon the information provided, including information provided by other users, through the Platform.
The Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provisions will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Orange County. You consent and submit to personal jurisdiction by such courts and to venue in such courts.
Limitation of Time to File Claim
Any cause of action or claim you may have arising out of or relating to this agreement or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.
For Your convenience, this Platform may provide links to other websites on the World Wide Web. Unless expressly stated otherwise on the Platform, the Company does not endorse, approve, sponsor or control, and the Company is not in any way responsible for, any of the content, services, calculations, information, products or materials available at or through any websites to which the Platform may provide a link. By using the Platform, you acknowledge and agree that the Company will not be responsible or liable to you or any other person for any damages or claims that might result from your use of such content, services, calculation, information, products or materials.
You acknowledge that certain features of the Platform, as well other products and services of the Company, including those that may be available through the Platform, may be subject to terms, conditions, and disclaimers in addition to this Agreement, and you agree that your use of the Platform and any such products and services may be subject to such additional terms, conditions, and disclaimers (“Additional Terms”).
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
If you have questions about the privacy aspects of our Services or would like to submit a request or make a complaint, please contact us at:
Qualify Digital Labs, LLC
26565 Agoura Road, Suite 200
Calabasas CA 91302