7Q Terms of Service
Last modified: August 8, 2018
Welcome to 7Q!
Thanks for using our Services and
Products ("Services and Products"). The Services and Products are provided by
7Q Solutions ("7Q"), located in California, United States.
By
using our Services and Products, you are agreeing to these terms. Please read
them carefully.
Our
Services and Products are very diverse, so sometimes additional terms or
product requirements may apply. Additional terms will be available with the
relevant Services and Products, and those additional terms become part of your
agreement with us if you use those Services and Products.
Using our Services and Products
You must follow any policies made available to
you within the Services and Products.
Don't
misuse our Services and Products. For example, don't interfere with our Services
and Products or try to access them using a method other than the interface and
the instructions that we provide. You may use our Services and Products only as
permitted by law, including applicable export and re-export control laws and
regulations. We may suspend or stop providing our Services and Products to you
if you do not comply with our terms or policies or if we are investigating
suspected misconduct.
Using
our Services and Products does not give you ownership of any intellectual
property rights in our Services and Products or the content you access. You may
not use content from our Services and Products unless you obtain permission
from its owner or are otherwise permitted by law. These terms do not grant you
the right to use any branding or logos used in our Services and Products. Don't
remove, obscure, or alter any legal notices displayed in or along with our Services
and Products.
In
connection with your use of the Services and Products, we may send you service
announcements, administrative messages, and other information. You may opt out
of some of those communications.
Some
of our Services and Products are available on mobile devices. Do not use such Services
and Products in a way that distracts you and prevents you from obeying traffic
or safety laws.
Account Registration; Billing Information; Account Administrator
Following acceptance of Your initial Order, You will be
permitted to establish an account through which to access the Services (an “Account”).
7Q will use commercially reasonable efforts to assign to You the name for the Account selected by You.
To establish an Account, You must complete the Account registration process. During the Account
registration and Order submission process You will be required to provide certain Account registration
information (“Registration Information“) and billing information (“Billing Information“) for Your Account.
You acknowledge and agree that all Registration Information and Billing Information You provide to 7Q will
be accurate and complete. You agree to provide 7Q with prompt notice of any updates to the Registration
Information and Billing Information so that it is maintained as accurate and complete throughout the term
of this Agreement.
The Account Administrator will have ultimate authority for all instructions
provided to 7Q regarding the administration of Your Account. For example, the Account Administrator will
determine who can be a User of the Account, the level of privileges that each User will possess, and the
privacy and security settings for the Account. The Account Administrator will also direct 7Q’s actions should
any dispute arise between or among Users of the Account. All notices from 7Q will be given to the current
Account Administrator at the e-mail address appearing in the Account settings of the Account, and/or by a
message placed inside the Account.
Notwithstanding the identity of the Account Administrator, Your Account, and
all related data, information, and content provided through any use of the Services through Your Account
(“Your Data”) will be owned and controlled by the Customer. Upon any dispute regarding the identity of the
Customer, 7Q may, in its sole discretion, determine the identity of the Customer based on the Registration
Information, Billing Information, and Account usage; require that the Customer provide an order of a court
of competent jurisdiction establishing its identity and rights to the Account; or suspend or terminate the
associated Account.
The initial “Account Administrator” for Your Account must be designated
during the Account registration process. Following creation of the Account, the Account Administrator may
be changed (1) by written notice provided to 7Q by the Existing Account Administrator, or (2) by written
notice provided to 7Q by an officer of Customer.
Your 7Q Account
You will need a 7Q Account in order to use our
Services and Products. You may create your own 7Q Account, or your 7Q Account
may be assigned to you by your system administrator, such as your employer or
educational institution. If you are using a 7Q Account assigned to you by your
system administrator, different or additional terms may apply and your
administrator may be able to access or disable your account. You will be
required to provide certain Account registration information ("Registration
Information") and billing information ("Billing Information") for
Your Account. You acknowledge and agree that all Registration Information and
Billing Information You provide to 7Q will be accurate and complete. You agree
to provide 7Q with prompt notice of any updates to the Registration Information
and Billing Information so that it is maintained as accurate and complete
throughout the term of this Agreement.
To
protect your 7Q Account, keep your password confidential. You are responsible
for the activity that happens on or through your 7Q Account. Try not to reuse
your 7Q Account password on third-party applications. If you learn of any
unauthorized use of your password or 7Q Account please reset it so nobody else can sign in to your account.
Privacy
and Copyright Protection
7Q's privacy policies explain
how we treat your personal data and protect your privacy when you use our Services
and Products. By using our Services and Products, you agree that 7Q can use
such data in accordance with our privacy policies.
We
respond to notices of alleged copyright infringement and terminate accounts of
repeat infringers according to the process set out in the U.S. Digital
Millennium Copyright Act.
Ownership of Your Data
As between 7Q and You, You exclusively own all right, title and
interest in and to Your Data and all IPR therein or related thereto. For purposes of this Agreement,
“IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights
of privacy, and any and all other legal rights protecting data, information or intangible property
throughout the world, including, without limitation, any and all copyrights, trademarks, service marks,
trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
7Q will treat Your Data in accordance with the terms of this Agreement and the Privacy Policy.
You grant to 7Q all rights and licenses in and to Your Data necessary for 7Q to provide the Services
under this Agreement. As between You and 7Q, You retain all of Your rights in and to Your Data and do
not convey any rights therein to 7Q other than the limited rights and licenses set forth herein.
You represent and warrant that none of Your Data violates this Agreement, including the Acceptable
Use Policy. You will maintain an adequate back-up of all Your Data and 7Q will not be responsible or
liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Data.
7Q may take remedial action if any of Your Data violates this Agreement, including, without limitation,
deletion of any of Your Data from the Services, provided that 7Q is under no obligation to review any of
Your Data for accuracy or potential liability. You represent and warrant to 7Q that You have all necessary
right, title, interest and consent necessary to allow 7Q to use Your Data for the purposes for which
You provide Your Data to 7Q. You will defend, indemnify and hold harmless 7Q from any and all losses, costs,
damages, liabilities or expenses (including without limitation reasonable attorney’s fees) incurred or arising
from any claim by a third party arising out of or relating to Your Data or the use thereof by 7Q in providing
the Services.
Data Privacy
Notwithstanding
anything in the Privacy Policy, 7Q will have the right to collect, extract,
compile, synthesize, and analyze non-personally identifiable data or
information (data or information that does not identify an entity or natural
person as the source thereof) resulting from Your access to and use of the
Services, which does not include any of Your Data. To the extent any such data
or information is collected or generated by 7Q, the data and information will
be solely owned by 7Q and may be used by 7Q for any lawful business purpose
without any obligation to You or any Users, provided that the data and
information is used only in an aggregated form, without directly identifying
You or any User as the source thereof.
ACCESS TO SERVICES
During the term of this Agreement, and subject to Your
compliance with the terms and conditions of this Agreement, 7Q grants You a non-exclusive,
non-transferable, limited right to access and use the Services through Your Account solely
for Your own internal business purposes. You may access the Services and Your Account only
by means of the current interface or application programming interfaces (APIs) provided by 7Q.
You are solely responsible for providing and operating all equipment and other services
required to connect with Your Account.
Fees
The fees for the Services will be set forth in
the applicable Orders. Except as otherwise specified herein or in an Order, (1)
fees are quoted and payable in United States dollars (2) fees are based on
Services purchased and not actual usage, (3) payment obligations are
non-cancelable and fees paid are non-refundable, and (4) the number of User
subscriptions purchased cannot be decreased during the relevant subscription
term stated on the Order. User subscriptions added in the middle of a monthly
period will be prorated for that remaining monthly period in the subscription
term. You will be responsible for all use, sales, and other taxes imposed on
the Services provided under this Agreement. You will provide 7Q with valid and
updated credit card information. You authorize 7Q to charge such credit card
for all Services listed in the Order for the initial subscription term and any
renewal subscription term(s). Such charges shall be made in advance, either
annually or in accordance with any different billing frequency stated in the
applicable Order. Unless otherwise stated in the Order, invoiced charges are
due net from the invoice date. If any charges are not received from you by the
due date, then at 7Q's discretion, will be suspend 7Q's services to you until such
amounts are paid in full
Password; Security
Following completion of the Account
registration process, the Account Administrator will be permitted to
designate individual employees and contractors of Customer ("Users") to access
the Services through Your Account. Once designated by the Account
Administrator, Users will be permitted to select a user identification and
password, or will have one assigned to them by 7Q (each such user
identification and password, an "User ID"). Each User ID is personal in nature
and may be used only by the applicable User to whom that User ID has been
assigned. You are solely responsible for all use of the Services by each User
and for compliance by each User with the applicable terms of this Agreement.
You will ensure the security and confidentiality of each User ID and will
notify 7Q immediately if any User ID is lost, stolen or otherwise compromised.
You acknowledge that You are fully responsible for all costs, fees, liabilities
or damages incurred through use of each User ID (whether lawful or unlawful),
and that any Services ordered or transactions completed under any User ID will
be deemed to have been lawfully completed by You.
THE SHARING OF USER ID'S BY MORE THAN ONE USER
IS A VIOLATION OF THIS AGREEMENT.
About Software in our Services and Products
When a Service or Product requires or includes
downloadable software, this software may update automatically on your device
once a new version or feature is available. Some Services and Products may let
you adjust your automatic update settings.
7Q
gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive
license to use the software provided to you by 7Q as part of the Services and
Products. This license is for the sole purpose of enabling you to use and enjoy
the benefit of the Services and Products as provided by 7Q, in the manner
permitted by these terms. You may not copy, modify, distribute, sell, or lease
any part of our Services and Products or included software, nor may you reverse
engineer or attempt to extract the source code of that software, unless laws
prohibit those restrictions or you have our written permission.
Open
source software is important to us. Some software used in our Services and
Products may be offered under an open source license that we will make
available to you. There may be provisions in the open source license that
expressly override some of these terms.
Modifying and Terminating our Services and Products
We are constantly changing and improving our Services
and Products. We may add or remove functionalities or features, and we may
suspend or stop a Service altogether.
You
can stop using our Services and Products at any time, although we'll be sorry
to see you go. 7Q may also stop providing Services and Products to you, or add
or create new limits to our Services and Products at any time.
We
believe that you own your data and preserving your access to such data is
important. If we discontinue a Service, where reasonably possible, we will give
you reasonable advance notice and a chance to get information out of that
Service.
Storage and File Download / Bandwidth Limitations
Storage
space for the Customer is currently provided in accordance with the 7Q price
list in effect from time to time, and it may be impossible to store portions of
Your Data through Your Account due to space constraints. You acknowledge and
agree that 7Q is not responsible or liable for any insufficient storage
capacity or the deletion or failure to store Your Data. 7Q reserves the right
to limit the file download and/or bandwidth capacity of Your Account, in its
sole discretion. In addition, 7Q reserves the right to limit the number of
e-mails transmitted from its servers for Your Account, in its sole discretion.
Indemnity
You
and Your Users agree to defend, indemnify and hold harmless 7Q and its parents,
subsidiaries, affiliates, officers, directors, employees, sponsors, and
partners from any claim, liability, loss, cost, expense, demand, or damage
(including reasonable attorneys' fees and court costs), arising out of or
relating to: (1) Use of or connection to the Services by You or any User or
otherwise through Your Account or using any User ID; (2) Registration
Information, Billing Information, Your Data or other information transmitted or
stored by You or Your Users through or on Your Account or otherwise through the
Services, (3) any activities in connection therewith, or (4) Your or Your
Users' breach of this Agreement or violation of the IPR or other rights of any
third party.
Our Warranties and Disclaimers
We provide our Services and Products using a
commercially reasonable level of skill and care and we hope that you will enjoy
using them. But there are certain things that we don't promise about our Services
and Products.
OTHER
THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER 7Q NOR
ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES AND
PRODUCTS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN
THE SERVICES AND PRODUCTS, THE SPECIFIC FUNCTIONS OF THE SERVICES AND PRODUCTS,
OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE
THE SERVICES AND PRODUCTS "AS IS".
SOME
JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE
EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
Liability for our Services and Products
WHEN PERMITTED BY LAW, 7Q, AND 7Q'S SUPPLIERS
AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA,
FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES.
TO
THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF 7Q, AND ITS SUPPLIERS AND
DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED
WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES AND
PRODUCTS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AND PRODUCTS AGAIN).
IN
ALL CASES, 7Q, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Business uses of our Services and Products
If you are using our Services and Products on
behalf of a business, that business accepts these terms. It will hold harmless
and indemnify 7Q and its affiliates, officers, agents, and employees from any
claim, suit or action arising from or related to the use of the Services and
Products or violation of these terms, including any liability or expense
arising from claims, losses, damages, suits, judgments, litigation costs and
attorney's fees.
Federal Government End Use Provisions
7Q
provides the Services, including any related software and technology, for
ultimate federal government end use solely in accordance with the following:
Government technical data and software rights related to the Services include
only those rights customarily provided to the public as defined in this
Agreement. This customary commercial license is provided in accordance with FAR
12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of
Defense transactions, DFAR 252.227-7015 (Technical Data Ð Commercial Items) and
DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation). If a government agency has a need for rights not conveyed
under these terms, it must negotiate with 7Q to determine if there are
acceptable terms for transferring such rights, and a mutually acceptable
written addendum specifically conveying such rights must be included in any
applicable contract or agreement.
Proprietary Rights
You acknowledge that the Services and the databases,
software, hardware and other technology used by or on behalf of 7Q to provide the
Services (collectively, the “Technology”) and their structure, organization, and
underlying data, information and source code constitute valuable trade secrets of 7Q.
You will not, and will not permit any third party to: (1) access or use the Technology,
in whole or in part, except as expressly provided in this Agreement; (2) use the
Technology to harvest or collect e-mail addresses or other contact information of
third parties by any means; (3) use the Technology in any unlawful manner or in
any other manner that could damage, disable, overburden or impair the Services; (4)
use automated scripts to collect information from or otherwise interact with the
Technology; (5) use the Technology to intimidate or harass any other people or
entities; alter, modify, reproduce, create derivative works of the Technology; (6)
distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of
Your rights to access or use the Technology, including, without limitation, providing
outsourcing, service bureau, hosting, application service provider or on-line services
to third parties, or otherwise make the Technology, or access thereto, available to
any third party; (7) reverse engineer, disassemble, decompile, or otherwise attempt
to derive the source code or method of operation of or any trade secrets embodied in
the Technology; (8) attempt to circumvent or overcome any technological protection
measures intended to restrict access to any portion of the Technology; or (9)
interfere in any manner with the operation or hosting of the Technology, or attempt
to gain unauthorized access to the Technology. You will not allow any access to or
use of the Services by anyone other than Your authorized Users, and any such use will
be consistent with the terms, conditions and restrictions set forth in this Agreement.
All trademarks, service marks and logos used in the Services are the property of their
respective owners.
Notices And Procedure For Making Claims Of Copyright Infringement
Just as 7Q requires users of the Services to
respect the copyrights and other intellectual property rights of 7Q, its
affiliates, and other third parties, 7Q respects the copyrights and other
intellectual property rights of Users of the Services and other third parties.
If You believe in good faith that Your copyrighted work has been reproduced
through the Services without authorization in a way that constitutes copyright
infringement, You may notify us by mail to: 7Q Corp. Please provide the following
information to 7Q’s Copyright Infringement Agent: (1) the identity of the infringed
work, and of the allegedly infringing work; (2) Your name, address, daytime phone
number, and email address, if available; (3) a statement that You have a good-faith
belief that the use of the copyrighted work is not authorized by the owner, his
or her agent, or the law; (4) a statement that the information in the notification
is accurate and, under penalty of perjury, that You are authorized to act on behalf
of the owner; and (5) Your electronic or physical signature.
Miscellaneous
Neither party may assign or delegate their
respective obligations under this Agreement either in whole or in part, without
the prior written consent of the other party. Notwithstanding the foregoing,
either party may assign their rights and obligations under this Agreement as the
result of a merger, consolidation, acquisition or the sale of all or substantially
all of the assets of the assigning party and 7Q may assign its rights and delegate
its obligations in whole or in part to any affiliate. This Agreement will be
governed by and construed in accordance with the laws of the United States and
the State of California as applied to agreements entered into and to be performed
entirely within California between California residents. The parties hereby submit
to the exclusive jurisdiction of, and waive any venue objections against state
and federal courts in, Orange County, California in any litigation arising out of
the Agreement. This Agreement will be interpreted fairly in accordance with its
terms and without any strict construction in favor of or against either party.
Except for Your obligation to pay for the Services rendered, neither party will
be responsible for failure of performance due to causes beyond its control. Such
causes include (without limitation) accidents, acts of God, labor disputes,
actions of any government agency, shortage of materials, acts of terrorism, or
the stability or availability of the Internet or a portion thereof. The waiver
of any one breach, default or right granted under this Agreement will not
constitute the waiver of any subsequent breach, default or right granted. You
acknowledge that the Services are subject to U.S. export control laws and
regulations. You represent that you are not a citizen of an embargoed country or
prohibited end user under applicable U.S. export and anti-terrorism laws,
regulations and lists. You will not use, export or allow a third party to use or
export the Services in any manner that would violate applicable law, including
but not limited to applicable export control laws and regulations. You grant to
7Q a revocable license for 7Q to use your trade name and/or your corporate logo
in connection with 7Q’s promotional materials and/or website to identify you as
a customer of 7Q. You may terminate this license by notifying 7Q in writing.
About these Terms
We may modify these terms or any additional
terms that apply to a Service to, for example, reflect changes to the law or
changes to our Services and Products. You should look at the terms regularly.
We'll post notice of modifications to these terms on this page. We'll post
notice of modified additional terms in the applicable Service. Changes will not
apply retroactively and will become effective no sooner than fourteen days
after they are posted. However, changes addressing new functions for a Service
or changes made for legal reasons will be effective immediately. If you do not
agree to the modified terms for a Service, you should discontinue your use of
that Service.
If
there is a conflict between these terms and the additional terms, the
additional terms will control for that conflict.
These
terms control the relationship between 7Q and you. They do not create any third
party beneficiary rights.
If
you do not comply with these terms, and we don't take action right away, this doesn't
mean that we are giving up any rights that we may have (such as taking action
in the future).
If
it turns out that a particular term is not enforceable, this will not affect
any other terms.
The
laws of California, U.S.A., excluding California's conflict of laws rules, will
apply to any disputes arising out of or relating to these terms or the Services
and Products. All claims arising out of or relating to these terms or the Services
and Products will be litigated exclusively in the federal or state courts of California, USA,
and you and 7Q consent to personal jurisdiction in
those courts.
For
information about how to contact 7Q, please visit our contact page.
