7Q Terms of Service

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.