QScend Technologies Inc. (“QScend”, “we”, “us” “our” and terms of similar meaning) provides its software applications, hosted software and mobile applications to you subject to these terms and conditions of use (“Terms”).
In these Terms we refer to each of QScend’s software applications as the “Software”, its hosted software services (available under the domain and sub-domains of qcsend.com) (collectively, the “Site”), its mobile applications as the “Applications.” The Software, the Site and the Applications are collectively referred to as the “QScend Services.”
Please read these Terms carefully before using the QScend Services. By accessing or using the QScend Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the QScend Services.
In these Terms, end-users who use the QScend Services are called “Users.”
QScend reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the QScend Services, at any time and in its sole discretion by posting the amended terms on our website. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on our website, and your continued use of the QScend Services after such time will constitute your acceptance of such changes or modifications. You should regularly review the Terms and any policies and documents incorporated in them to understand the Terms that apply to your use of the QScend Services. If you do not agree to any amended Terms, you must stop using the QScend Services. If you have any questions about the Terms, please email us at email@example.com.
The QScend Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Site and the Applications.
2. Ownership, Copyright and Trademarks
In these Terms, the content available through the QScend Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content.” Content provided by Users is called “User Content” and is the property of the respective User.
Other than the User Content, the QScend Services, the Content and all software made available to Users on the QScend Services or used to provide and operate the QScend Services is the property of QScend or its licensors, and is protected by U.S. and international copyright laws. All rights to the QScend Services, the Content and such software are expressly reserved by QScend.
All trademarks, service marks, product names or logos mentioned in the QScend Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by QScend.
3. Limited License to QScend
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the QScend Services, now and in the future. Therefore, by posting or distributing User Content to or through the QScend Services, you: (a) grant QScend and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the QScend Services from time to time use such User Content; (b) represent and warrant that: (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the QScend Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the QScend Services.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the QScend Services and they are transferable because we need the right to transfer these licenses to any successor operator of the QScend Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the QScend Services does this to your User Content when it processes it for use in the QScend Services.
4. Limited License to You
QScend grants you a limited, revocable, non-exclusive, non-sublicensable license to use and access the QScend Services and to view, copy and print the portions of the Content available to you through the QScend Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the QScend Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of QScend is strictly prohibited and will terminate the license granted to you and this Agreement. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by QScend at any time.
You represent and warrant that your use of the QScend Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
5. Providing a Reliable and Secure Service
We take reliability and security seriously and we put a great deal of effort into ensuring that our service operates consistently, and that it is a secure environment for your data. We believe our QScend Services and security technologies meet or exceed industry standards and we believe we provide you with a reasonably secure and safe environment.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the QScend Services, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
6. No Responsibility for Third-Party Material
The QScend Services may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third-Party Sites and any Third-Party Content or service provided there, at your own risk.
QScend makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the QScend Services of a link to a Third-Party Site or Third-Party Content does not imply QScend' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. QScend accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the QScend Services. When you leave the QScend Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7. Warranty Disclaimer; User Warranty
The Software, Applications and the Content are provided to you on an “as is” basis without warranties from QScend of any kind, either express or implied.
QSCEND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. QSCEND DOES NOT REPRESENT OR WARRANT THAT THE QSCEND SERVICES OR THE CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE QSCEND ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE QSCEND SERVICES SAFE, QSCEND DOES NOT REPRESENT OR WARRANT THAT THE QSCEND SERVICES OR THE CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
If you are a User, you represent, warrant and covenant that you will not, in connection with the QScend Services, transmit any: (i) nonpublic personal information (including social security numbers) as defined under federal and/or state law; or (ii) protected health information as defined under federal and/or state law.
8. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against QScend, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Content or the QScend Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Content or the QScend Services. You use the Content and the QScend Services at your own risk.
WITHOUT LIMITATION OF THE FOREGOING, NEITHER QSCEND NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF (OR INABILITY TO USE) THE CONTENT OR THE QSCEND SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE CONTENT OR THE QSCEND SERVICES OR OTHER INFORMATION OBTAINED FROM QSCEND OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE QSCEND SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DISCLOSURE OF USER CONTENT, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO QSCEND OR ANY OTHER RELEASED PARTY'S RECORDS, PROGRAMS OR SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF QSCEND, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE CONTENT OR THE QSCEND SERVICES EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF THE CONTENT OR THE QSCEND SERVICES.
You shall defend, indemnify and hold harmless QScend and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your breach of any representation, warranty or covenant contained herein or your use of the Content and the QScend Services.
10. Applicable Law and Venue
The QScend Services are controlled by QScend and operated by it from its offices in Connecticut. You and QScend explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Content, the QScend Services or these Terms will be construed in accordance with the laws of the State of Connecticut without regard to its conflicts of law principles. All disputes under this Agreement shall be resolved by the State courts of Waterbury County in the State of Connecticut or in the United States District Court for the District of Connecticut, and each party consents to the exclusive jurisdiction of such courts and hereby waives any jurisdictional or venue defenses otherwise available to it.
You will be responsible for compliance with all local laws of the jurisdiction within which you use the QScend Services and you agree to indemnify QScend and the other Released Parties for your failure to comply with any such laws.
11. Termination/Modification of License and QScend Services
Notwithstanding any provision of these Terms, QScend reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the QScend Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the QScend Services or Content and the rights of any third party to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the QScend Services or Content; and (d) impose limits on the QScend Services or Content.
12. Termination of Agreement
You and QScend may terminate your use of the QScend Services, including your agreement to these Terms, at any time.
If these Terms expire or terminate for any reason, Sections 3, 4, 5, 7, 8, 10, 11, 13, 15 and 16, including any indemnity, covenant, representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. QScend may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of QScend, and any such attempted assignment will be void and unenforceable. QScend shall not be liable in damages for any delay or default in providing the QScend Services hereunder if such delay or default is caused by conditions beyond its control, including but not limited to, acts of God, government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of QScend (including mechanical, electronic, or communications failure). These Terms constitute the entire agreement between you and QScend regarding your use of the Content and the QScend Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and QScend regarding your use of them.