Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://www.quickaudits.io website (the “Service”) operated by Quick Audits, Inc. (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others (the “Customer”) who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. ARTICLE 1. ACCESS TO SAAS SERVICES AND CONDITIONS OF USE
1.1 Access to SaaS Services and Limited License. Subject to the terms and conditions of this Agreement, Quick Audits
hereby (a) grants to Customer the non-transferable and non-exclusive license and right during the duration of the paid subscription to permit Customer and its authorized Users, acting on behalf of Customer, to access and use the SaaS Services. (b) Grants Customer a limited, world-wide, non-transferable, non-sub-licensable license during the duration of the paid subscription. (c) Grants Customer a limited, world-wide, non-transferable, non-sub-licensable license during the duration of the free trial, which may extend for 30 or 60 days. Quick Audits reserves the right to terminate all free trials at any time. Data collected during trial period does not belong to the Customer and will only become property of the Customer when a paid subscription is purchased. (d) Quick Audits will provide the SaaS Services using Quick Audits Software installed on equipment owned or controlled by Quick Audits, located at a Quick Audits’ Data Center. Customer has no right to receive or install any Quick Audits Software and has no right to receive any source code for the Quick Audits Software. There are no implied licenses that flow from this license. (e) Reserves sole ownership for the copy and distribution rights of any custom design and or installation requested by customer. Quick Audits reserves the right to commercially offer any custom made solution as one of Quick Audis’ product to the public.
1.2 Use of SaaS Services; Limitations. Customer shall not license, sell, lease or otherwise make the SaaS Services
available to third parties other than as expressly permitted hereunder. Customer may permit its Affiliates and Outsource
Service Providers to use the SaaS Services solely for the internal business operation of Customer subject to the terms and conditions of this Agreement. However, Customer will be responsible for its Affiliates’ and Outsource Service Providers’ compliance with this Agreement. Customer shall not remove notices and notations relating to the SaaS Services that refer to copyrights, trademarks, patents and other intellectual property rights. All Intellectual Property Rights in the Materials that comprise the SaaS Services or Professional Services are and will remain the exclusive property of Quick Audits or its licensors or suppliers, whether or not specifically recognized or perfected under applicable law. Any rights not expressly granted herein are reserved to Quick Audits or its licensors and service providers. Customer will not: (i) take any action that jeopardizes Quick Audits’ or its licensor’s or service provider’s proprietary rights in any Materials or acquire any right in any Materials; (ii) modify, reverse engineer, de-compile, or create derivative works of any Materials; (iii) remove or modify any proprietary markings or restrictive legends placed on any Materials; (iv) use the Materials in a way that violates any law, regulation or mandate; or (v) access or use the Materials in order to compete with Quick Audits or to assist someone else to compete with Quick Audits. ARTICLE 2. CUSTOMER DATA, SECURITY AND CONFIDENTIALITY
2.1 Customer Data and System Data. Customer will provide all Customer Data to Quick Audits for use in the SaaS Services. Customer is solely responsible for the content and accuracy of the Customer Data and Quick Audits will not modify the Customer Data or test the accuracy of the Customer Data. Customer Data belongs solely to Customer and Quick Audits will safeguard the Customer Data as provided in this Agreement. Quick Audits will use the Customer Data solely for the purpose of performing this Agreement and will not use it for other purposes without first obtaining Customer’s consent.
2.2 Customer Backup. Customer acknowledges that Quick Audits is responsible only for performing a backup of the
Customer Data actually stored in its Data Centers.
2.3 Security. Quick Audits will implement and use industry standard security technologies in providing the SaaS Services. However, Quick Audits does not control and has no responsibility for the transfer of data, including Customer Data, over telecommunications facilities, including the Internet and Quick Audits does not represent or warrant that the SaaS Services will operate securely or that Quick Audits’ security technologies will prevent disruptions to the SaaS Services or prevent access to Customer Data.
2.4 Confidential Information. In addition to all other security and confidentiality obligations provided in this Agreement,
Customer and Quick Audits will take reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information, including at a minimum, the precautions taken by the receiving party to protect its own
Confidential Information but no less than a reasonable degree of care. Each party will: (a) not disclose or use the other
party’s Confidential Information for any other purpose except as necessary for the purposes of and consistent with the terms of this Agreement, (b) limit access to the other party’s Confidential Information only to its employees. (c) not sell, transfer, publish, disclose or otherwise make available the other party’s Confidential Information to any third party without the other party’s prior written consent; provided that if a party is required to disclose the other party’s Confidential Information under the terms of a subpoena, court order, governmental rule or regulation or other judicial
requirement, such party agrees to immediately notify the other party of the existence, terms and circumstances surrounding such a request or requirement so that the other party may seek an appropriate protective order and upon providing such notification, the disclosing party will be allowed to make such required disclosure. ARTICLE 3. TERM AND TERMINATION
3.1 Minimum Term and Renewal. This Agreement commences upon the date of purchase and, unless earlier terminated or renewed as provided herein, terminates upon expiration of the Term purchased. Quick Audits reserves the right to deny the access to its servers and data to all users that do not possess a valid, unexpired subscription.
3.2 Termination for Cause. Either party may terminate this Agreement upon written notice and thirty (30) days’
opportunity to cure (if susceptible to cure) if the other party breaches a material term of this Agreement. However, if the breaching party documents a good faith effort to promptly cure a breach of a material term other than failure to pay in writing within thirty (30) days after receipt of the non-breaching party’s notice of such breach, the non-breaching party will not terminate this Agreement while such good faith efforts are continuing and provided the breach is cured in a reasonable time.
3.3 Insolvency. Either party may immediately terminate this Agreement, without penalty, in the event the other party files a bankruptcy petition of any type or has an involuntary bankruptcy petition of any type filed against it which is not dismissed within sixty (60) days of filing, ceases to conduct business in the normal course, becomes insolvent, enters into suspension of payments, moratorium, reorganization, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, goes into receivership, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors’ rights.
3.4 Consequences. Upon termination of this Agreement for any reason:
(i) Quick Audits may immediately deny Customer access to the SaaS Services;
(ii) Customer will promptly (but in any event within ten (10) business days after termination) (a) return any Interface
Software, Documentation, and all other Materials to Quick Audits, and (b) supply an affidavit to Quick Audits signed by an officer or equivalent representative of Customer certifying that such actions have been completed;
(iii) Quick Audits will cooperate with Customer in the orderly transition of services and return any Customer Data and
Customer’s Confidential Information actually in Quick Audits’ care, custody and control. However, Quick Audits may
retain Customer Data in backup media for an additional period of up to twelve (12) months, or longer if required by
Applicable Law. Nothing in this Section will require Quick Audits to share any of its Confidential Information or Materials with a competitor of Quick Audits.
Termination of an individual Order Form, without termination of this Agreement, will not terminate any other outstanding Order Form or this Agreement.
3.5 Survival of Terms. All terms of this Agreement which, by their nature are intended, will survive termination of this
Agreement, including all payment obligations, use restrictions, confidentiality obligations,
ownership terms, indemnification obligations, disclaimers and limitations of liability.