Effective from Jan 17, 2025
this agreement between Q-FI CLOUD (“Q-FI”) and you (“You,” “Your,” or “Customer”) encompasses (a) these Terms of Service, (b) the Additional Terms (as defined below), and (c) any Q-FI CLOUD Order Form (as defined below), if applicable. These collectively form the “Agreement.” This Agreement governs your usage of the Q-FI Cloud Services (as defined below).
By executing an Q-FI Cloud order form, creating an account (as defined below), using Q-FI Cloud services, or otherwise indicating your acceptance of this agreement, you explicitly acknowledge and agree that you are legally capable of entering into this agreement, have read this agreement, and are bound by this agreement. You hereby agree to the terms of this agreement.
If you are an individual entering into this agreement on behalf of a company or other legal entity, you represent and warrant to Q-FI Cloud that you are authorized to enter into this agreement on behalf of the customer and bind the customer to the terms and conditions contained in this agreement. In such a case, the term “customer” will refer to such entity.
If you do not accept all the terms and conditions in this agreement or are not an authorized agent for the customer, do not execute an Q-FI Cloud order form, create an account, or otherwise use the Q-FI Cloud services.
Customers can access the Q-FI CLOUD Services by either completing an Order Form or creating an online account. Creating an Account requires clicking a box indicating Customer acceptance of this Agreement.
If a Customer purchases access through their Account, they’ll select the following options:
- The applicable Q-FI Cloud Services
- The Service Term (as defined below)
- A payment plan and method
Q-FI Cloud reserves the right to update, revise, supplement, and otherwise modify this Agreement (including the Additional Terms) at any time and from time to time. They may also impose new or additional rules, policies, terms, or conditions on Your use of the Q-FI Cloud Services.
Q-FI Cloud will notify Customers of any changes to this Agreement by posting the new version on their website or, at their sole discretion, in other ways. The updated Agreement will become immediately effective upon notification.
Continued use of any Q-FI Cloud Services after such notification of changes will constitute Customer acceptance of all changes.
Notwithstanding the foregoing, Q-FI Cloud will notify Customers of any material changes to this Agreement.
“Additional Terms” encompass the Service Specific Terms, Support Policies, Data Processing Agreement, Privacy Policy, Third Party Terms, and any other terms and conditions disclosed to the Customer in a Q-FI Cloud Order Form, if applicable. These terms are incorporated by reference.
“Applicable Law” refers to all applicable laws, regulations, ordinances, rules, codes, and orders of governmental authorities that have jurisdiction over Q-FI Cloud and the Customer.
“Content Data” encompasses all applications, files, data, information, or other content uploaded to or published, displayed, or backed up through the Q-FI Cloud Services by Customers, Users, or Q-FI Cloud (when acting upon Customer’s instructions as part of an Q-FI Cloud Service), excluding Usage Data.
“Documentation” refers to written, published information accessible.
“Fees” encompass the prices the Customer agrees to pay to access and use the Q-FI Cloud Services, including any discounts or promotional pricing provided.
“Infringement Claim” refers to any third-party claim that the Customer’s sole use of the Q-FI Cloud Services, as contemplated in this Agreement, infringes any patent, trademark, or copyright of a third party or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of the Customer’s actions) under the laws of the United States.
“Intellectual Property Rights” encompasses copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display, and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to manufacture, use, and sell), trade secrets, moral rights, the right of publicity, authors’ rights, contract and licensing rights, goodwill, and all other intellectual property rights that may arise in the future, including renewals and extensions, regardless of whether they originate under the law of the United States or any other state, country, or jurisdiction.
“Login Credentials” refer to any user IDs, passwords, authentication keys, or security credentials that grant Customer access to and management of the Q-FI Cloud Services.
“Q-FI Cloud Order Form” is a written document executed by an authorized representative of each Q-FI Cloud and Customer, which incorporates these Terms of Service by reference. The Q-FI Cloud Order Form will specify the Q-FI Cloud Services that Customer is purchasing, the payment obligations associated with those services, and the duration of the Service Term.
“Q-FI Cloud Partner” refers to a third-party reseller or distributor authorized by Q-FI Cloud to sell Q-FI Cloud Services.
“Q-FI Cloud Services” encompass Q-FI Cloud’s offerings.
“Service Specific Terms” are the additional terms that govern specific Q-FI Cloud Services.
“Service Term” encompasses the Initial Service Term (as defined below) and any Renewal Terms (as defined below).
“Support” refers to the support services provided by or on behalf of Q-FI Cloud for the applicable Q-FI Cloud Services purchased by the Customer through an Q-FI Cloud Order Form or via the Customer’s Account.
“Support Policies” encompass the statement of support, service level agreements, and any other support policies for Q-FI Cloud Services
“Third Party Product” encompasses any non-Q-FI Cloud-branded products and services (including hardware) and non-Q-FI Cloud-licensed software products.
“Updates” refer to any updates, enhancements, modifications, improvements, patches, and/or upgrades to any Q-FI Cloud Services that Q-FI Cloud generally makes available to its customers without incurring additional charges.
“Usage Data” encompasses all information reflecting the access or utilization of the Q-FI Cloud Services by or on behalf of Users, including, but not limited to, visit-, session-, or stream-data, and any statistical or other analysis, information, or data derived from any of the aforementioned.
“Users” encompass any users who access the Customer’s content or utilize the Q-FI Cloud Services under the Customer’s Login Credentials.
If you access the Q-FI Cloud Services on an evaluation or beta basis (the “Evaluation Service”), you may use it only for evaluation purposes and for a period of thirty (30) calendar days, starting from the date Q-FI Cloud provides you with Login Credentials. Unless otherwise specified in writing by Q-FI Cloud (the “Evaluation Period”), this period ends unless otherwise specified.
Notwithstanding any other provision of this Agreement, Q-FI Cloud offers the Evaluation Service (i) free of charge and without support, and (ii) “AS IS” without any indemnification or warranty of any kind. However, this does not affect the statutory rights of consumers based in the EU. The Support Policies do not apply to the Evaluation Service.
Additionally, certain features or services described in the Service Specific Terms may not be available for the Evaluation Service.
To continue using the Q-FI Cloud Services after the Evaluation Period, you must (A) register for the applicable Q-FI Cloud Services through your Account or by executing an Q-FI Cloud Order Form, and (B) submit the applicable payment.
After the Evaluation Period expires, you will lose access to the Evaluation Service and any Content Data it contains
Customers can access and use the Q-FI Cloud Services they’ve registered for, only for their own benefit, and in accordance with this Agreement. To use the Q-FI Cloud Services, customers must set up an authorized account with login credentials. They must provide accurate and complete information in their account and update it as needed to keep it current. For fraud prevention, Q-FI Cloud may require customers to provide documentation verifying their identity and payment information. Failure to provide accurate information in response to such a request will result in the cancellation of customers’ orders and the immediate termination of their accounts. Customers can manage their accounts through the Q-FI Cloud Billing Portal. Customers are solely responsible for the security of their and their users’ login credentials. They must ensure that their users do not share login credentials with others. Customers are responsible for any use that occurs under their login credentials, including any activities by users. If customers believe an unauthorized person has gained access to their login credentials, they must notify Q-FI Cloud as soon as possible by contacting customer support via chat, phone, or email directed at [email protected]. The Customer will ensure that Users adhere to all terms and conditions of this Agreement. The Customer remains solely responsible and liable for any acts or omissions committed by Users. If the Customer becomes aware of any violation by a User, they will promptly terminate that User’s access to Content Data.
Q-FI Cloud may modify its Q-FI Cloud Services at any time. They may add, modify, or discontinue references, ranges, options, or features, as well as enhance the performance of Q-FI Cloud Services. However, modifications to Third Party Products and urgent changes to Q-FI Cloud Services in response to security risks, legal or regulatory compliance updates, or other critical circumstances may necessitate immediate modifications to Q-FI Cloud Services.
In the event of an update that significantly degrades existing Q-FI Cloud Services in use by the Customer (e.g., removal of functionality, performance downgrade, etc.), the Customer may terminate the relevant Q-FI Cloud Services by notifying the Q-FI Cloud Customer Support Team within thirty (30) calendar days from the date the relevant update is implemented.
If any Q-FI Cloud Service or a significant function, feature, or component thereof reaches end-of-life, Q-FI Cloud will notify you at least thirty (7) calendar days in advance of the end-of-life date (the “EOL Date”). The customer is responsible for migrating to a new Q-FI Cloud Service before the EOL Date or ceasing to use the Q-FI Cloud Service before the EOL Date. Before the EOL Date, Q-FI Cloud will offer a comparable Q-FI Cloud Service for migration. If Q-FI Cloud doesn’t have a comparable Q-FI Cloud Service or the replacement Q-FI Cloud Service (or any significant function, feature, or component thereof) is offered at a significant increase in associated fees, and you reject the offer, you may cease using the Q-FI Cloud Services as of the EOL Date and request a pro-rated credit for any pre-paid and unused fees. If you don’t notify Q-FI Cloud before the EOL Date of your intent to cease using the Q-FI Cloud Service and/or rejecting the replacement Q-FI Cloud Service offering, you’ll be deemed to have accepted the Q-FI Cloud Service offer and will migrate to it for the remainder of your Service Term.
Subject to the terms and conditions of this Agreement, Q-FI Cloud will provide support for the Q-FI Cloud Services in accordance with the then applicable Support Policy. The customer acknowledges that Q-FI Cloud is not responsible for technical issues that cannot be identified as primarily caused by the Q-FI Cloud Services.
Q-FI Cloud reserves the sole right to terminate your account, including all Q-FI Cloud Services, without prior notice, if, in its sole discretion, you engage in any form of harassment, threat, or cause harm to Q-FI Cloud or any of its individuals.
Customer may purchase the right to access and use the Q-FI Cloud Services by (i) registering for the applicable Q-FI Cloud Services through Customer's Account, or (ii) executing an Q-FI Cloud Order Form. Q-FI Cloud offers different types of rates depending on the type of Q-FI Cloud Service (monthly flat-rate, yearly flat-rate, metered-usage, etc.). These rates may be linked to a commitment to a particular period of use and/or a specific method of invoicing. Purchase of the Q-FI Cloud Services includes access to any applicable Support during the Service Term. The provisioning time for Q-FI Cloud Services may vary depending on the Q-FI Cloud Services ordered. Some Q-FI Cloud Services are made available only upon receipt by Q-FI Cloud of payment from Customer in advance for the relevant Q-FI Cloud Services. It is the responsibility of Customer to ensure the delivery terms for the ordered Q-FI Cloud Services meets Customer's needs.
Customer will pay Q-FI Cloud in accordance with the payment method identified in Customer's Account or in an Q-FI Cloud Order Form, as applicable. Payment method options may include payment (i) by credit card, (ii) via eCheck/ACH, or (iii) through an online account with a third-party provider, such as Paypal. If Customer makes an automatic payment arrangement, Q-FI Cloud will provide Customer with a writing or its electronic equivalent describing the terms of such automatic payment arrangement. To use this automatic payment arrangement, Customer agrees to receive the terms of such authorization electronically as set forth herein. Customer also agrees that its electronic acceptance of the terms of such authorizations will constitute valid and binding electronic signature that will have the same force and effect as a handwritten signature by Customer. Customer will provide true, complete and accurate information with respect to the applicable method of payment and agrees to promptly contact Q-FI Cloud and to otherwise update Customer's Account if any such information needs to be updated. Customer will ensure that Customer has sufficient funds or credit (as applicable) associated with the selected method of payment. Customer understands that the amounts charged or debited may vary and that this authorization will remain in effect until the expiration or termination of this Agreement. If an ACH payment is returned from the applicable bank account for insufficient or uncollected funds or for erroneous information, Q-FI Cloud may reinitiate the returned ACH debit to the applicable bank account. Any amounts owed to Q-FI Cloud that cannot be collected by ACH debit may be charged to any backup credit card on file for Customer.
Customer may elect to issue a purchase order to Q-FI Cloud or an Q-FI Cloud Partner, as applicable, by indicating its preference to do so on the applicable Q-FI Cloud Order Form. If Customer so elects to issue a purchase order, Customer must issue such purchase order to Q-FI Cloud or an Q-FI Cloud Partner within five (5) business days from the Effective Date of any Q-FI Cloud Order Form, or Q-FI Cloud shall have the option to cancel the Q-FI Cloud Order Form and its terms shall be null and void. Any additional or conflicting terms contained in any Customer purchase order, proposal or other document shall be deemed to be rejected by Q-FI Cloud without need of further notice of objection, even if such document is acknowledged or accepted by Q-FI Cloud, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Q-FI Cloud.
Customers who choose to pay by credit card or PayPal shall be charged on behalf of Q-FI Cloud on or about the date Customer is invoiced by Q-FI Cloud for the Q-FI Cloud Services purchased. Subject to a successful credit check initiated by Q-FI Cloud, Customers that pay by eCheck or ACH will pay all invoices issued by Q-FI Cloud within thirty (12) calendar days of the date of the invoice or as otherwise set forth in an applicable Q-FI Cloud Order Form. Notwithstanding the foregoing, if Customer has arranged for payment by credit card or PayPal, Q-FI Cloud may charge Customer's payment method, which may be Customer's card, on or after the invoice date. Except as otherwise provided in this Agreement or as otherwise provided by Applicable Law, all Fees are non-cancelable and non-refundable. Unless otherwise set forth in the Service Specific Terms, all monthly or prepaid Fees will be due in advance and all Fees based on actual metered usage of an Q-FI Cloud Service will be due in arrears. If any payment is delinquent (including if payment is late due to a credit card chargeback or insufficient funds), Q-FI Cloud may, without limiting any remedies available to Q-FI Cloud: (i) terminate this Agreement and/or any applicable Q-FI Cloud Order Form; or (ii) suspend performance of or access to the applicable Q-FI Cloud Services, until payment is made current. Customer will pay interest on all delinquent amounts at the lesser of 5.0% per month or the maximum rate permitted by Applicable Law. If Q-FI Cloud terminates this Agreement for non-payment, the Fees for the remainder of the Service Term shall be due immediately. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Q-FI Cloud in collecting any delinquent amounts. All Fees are exclusive of all sales, use, excise, value added, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Q-FI Cloud Services will be paid by Customer. Q-FI Cloud reserves the right to increase prices for Q-FI Cloud Services at any time, although increases in prices for Q-FI Cloud Services will not go into effect until the next renewal of the Service Term. Upon commencement of any Renewal Term, unless otherwise provided in the terms of an applicable promotion or provided in an Q-FI Cloud Order, any promotional pricing or discounts shall automatically discontinue, and Customer shall be charged the rates for the Q-FI Cloud Services posted on the Q-FI Cloud website or detailed in the applicable Q-FI Cloud Order Form. If Customer purchases through an Q-FI Cloud Partner, all fees and other procurement and delivery terms will be agreed between Customer and the applicable Q-FI Cloud Partner. EXCEPT AS REQUIRED BY APPLICABLE LAW OR AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Q-FI Cloud IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS ALREADY PAID, AND ANY CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF THE APPLICABLE SERVICE TERM.
If the parties determine that certain billing inaccuracies are attributable to Q-FI Cloud, Q-FI Cloud will apply credit to Customer's Account. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty (60) calendar days after being invoiced by Q-FI Cloud.
Section 6 | INTELLECTUAL PROPERTY AND RESTRICTIONS
This Agreement grants you a limited right to access and use the Q-FI Cloud Services during a Service Term, not a transfer of title to the Q-FI Cloud Services. All Intellectual Property Rights in the Q-FI Cloud Services belong exclusively to Q-FI Cloud and its licensors. You are not granted any licenses of any kind to any Intellectual Property Rights other than as explicitly granted herein. You will not do, or cause to be done, any acts or things that contest, impair, or tend to impair any portion of Q-FI Cloud’s right, title, and interest in and to the Intellectual Property Rights. You will not delete or alter the copyright, trademark, or other proprietary rights notices or markings that appear on the Q-FI Cloud Services as delivered to you. Except as expressly authorized in this Agreement, you will not make any copies or duplicates of any Q-FI Cloud Services without the prior written permission of Q-FI Cloud. To the extent you provide any suggestions, comments, or other feedback related to the Q-FI Cloud Services to Q-FI Cloud or its authorized third-party agents (“Feedback”), you hereby grant Q-FI Cloud a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable license to copy, display, distribute, perform, modify, and otherwise use such Feedback or subject matter thereof in any way and without limitation.
Except as otherwise explicitly provided in this Agreement, the Customer will have no right, and the Customer specifically agrees not to, and will take commercially reasonable steps to ensure that each User does not: (i) transfer, assign, or sublicense the Q-FI Cloud Services to another person or entity, and the Customer acknowledges that any such attempt will be void; (ii) make error corrections, or otherwise modify or adapt, the Q-FI Cloud Services, or create derivative works based on the Q-FI Cloud Services, or permit third parties to do the same; (iii) reverse engineer, decompile, decrypt, disassemble, or otherwise reduce the Q-FI Cloud Services to human-readable form, except to the extent otherwise expressly permitted by Applicable Law, notwithstanding this restriction; (iv) disclose, provide, or otherwise make available trade secrets contained within the Q-FI Cloud Services in any form to any third party without the prior written consent of Q-FI Cloud; or (vi) use or access the Q-FI Cloud Services in the following ways: (A) to develop any similar software applications, products, or services; (B) to spam, distribute malware, or engage in other malicious, abusive, intrusive, or illegal activities, including denial of service attacks; (C) to engage in cryptocurrency mining; (D) in a manner that could harm the Q-FI Cloud Services or impair anyone else’s use of it; (E) in a manner intended to circumvent the Q-FI Cloud Services’ technical limitations, recurring fees, or usage limits; (F) to violate any rights of others; (G) to attempt to gain unauthorized access to, test the vulnerability of, or disrupt the Q-FI Cloud Services or any other service, device, data account, or network; (H) in any application or situation where the failure of the Q-FI Cloud Services could lead to the death or serious bodily injury of any person or cause severe physical or environmental damage. For clarity, cryptocurrency mining, denial-of-service attacks, spamming, or any other activity intended to disrupt, damage, or limit the functionality of any Q-FI Cloud Services is strictly prohibited. This does not affect the Customer’s right to use consensus mechanisms like “proof of stake” to verify transactions in the blockchain, provided that such mechanisms comply with the restrictions outlined above.
Q-FI Cloud’s privacy and data storage practices are outlined in the Privacy Policy, incorporated by reference
Q-FI Cloud has the right to verify compliance with this Agreement. If Q-FI Cloud contacts a Customer to verify compliance, the Customer will provide information or other materials reasonably requested to assist in the verification. Q-FI Cloud may monitor the overall performance and stability of the infrastructure of the Q-FI Cloud Services. However, the Customer may not block or interfere with this monitoring. If Q-FI Cloud reasonably believes that a problem with the Q-FI Cloud Services may be attributable to Content Data or Customer’s use of the Q-FI Cloud Services, the Customer will cooperate with Q-FI Cloud to identify and resolve the issue.
You represent and warrant that you will not submit any unencrypted Protected Health Information, as defined in the Health Insurance Portability and Accountability Act (45 CFR 160.103), or any unencrypted personally identifiable information subject to regulatory protection under applicable law (collectively “Unencrypted Protected Information”) to Q-FI Cloud, whether as part of the Q-FI Cloud Services or otherwise.
In the event that you will submit encrypted Protected Information in conjunction with your use of the Q-FI Cloud Services, you recognize and agree that Q-FI Cloud will have no liability whatsoever under this Agreement or otherwise for any Unencrypted Protected Information or Encrypted Protected Information you provide in violation of this Section. You also agree to fully indemnify and hold harmless Q-FI Cloud from any third party claims resulting from a violation or alleged violation of this Section.
As per the agreement between the Customer and Q-FI Cloud, the Customer retains all rights, titles, and interests in the Content Data, except for the limited license explicitly granted by the Customer to Q-FI Cloud in this Section. The Customer hereby grants Q-FI Cloud a royalty-free, fully paid-up, worldwide, sublicensable, and non-transferable (except as specified in Section (j)) right and license to copy, display, distribute, modify, and otherwise use the Content Data solely to provide the Q-FI Cloud Services to the Customer. The Customer further acknowledges that Q-FI Cloud may collect Usage Data and may aggregate and/or anonymize such Usage Data for statistical purposes and share samples of such aggregated and/or anonymized Usage Data with other third parties.
The customer will exclusively use the Q-FI Cloud Services with Content Data that they possess complete ownership, title, or license to. The customer warrants and covenants that their use of the Q-FI Cloud Services and related backup to and storage of Content Data adheres to and will adhere to all applicable laws, including those related to data privacy, data security, international communication, and the exportation of technical, personal, or sensitive data. The customer will not, and will take commercially reasonable measures to ensure that each user does not, distribute, publish, store, or transmit content that: (i) poses a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any individual; (ii) may result in any other loss or damage to any person or property; (iii) constitutes or contributes to a crime or tort; (iv) contains any information or content that is illegal, unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to others (publicly or otherwise), libelous, threatening, or otherwise objectionable; or (v) contains any information or content that the customer does not have the right to make available under any law or under contractual or fiduciary relationships. The customer warrants and covenants that the Content Data does not and will not infringe upon any third-party rights, including any Intellectual Property Rights, rights of publicity, and privacy. If the customer becomes aware that any Content Data or any user’s access to or use of the Content Data violates this Agreement, the customer will take immediate action to remove the relevant portion of the Content Data or suspend the user’s access. The customer will ensure that their use of the Q-FI Cloud Services complies with their privacy policies and all applicable laws, including any encryption requirements. Customer is solely responsible for the Content Data. Customer is responsible for safeguarding the security of Content Data, including any access provided to its employees, customers, or other third parties, and during transit to and from the Q-FI Cloud Services. Customer must take and maintain commercially reasonable measures to ensure the security, protection, and backup of Content Data, which may involve the use of encryption technology to prevent unauthorized access. Customer is responsible for providing any necessary notifications to Users and obtaining any legally required consents from Users regarding their use of the Q-FI Cloud Services. Customer is accountable for any losses or other consequences resulting from their failure to encrypt or back up Content Data. Customer will establish and maintain appropriate policies and procedures for cybersecurity and ensure compliance with their regulatory or legal obligations.
By providing your telephone number(s) to Q-FI Cloud, you consent to receive telephone calls on your behalf by and for Q-FI Cloud and its affiliates, including automated telephone dialing systems, artificial, or prerecorded voices, at the number(s) you have provided, for all non-marketing purposes, including but not limited to all purposes outlined in this Agreement or related to Q-FI Cloud Services.
Q-FI Cloud respects intellectual property rights and requires our customers to do the same. If you believe your copyright is being infringed on our Service, please submit a notice of infringement through our website:
The Website is the fastest and easiest way to report possible copyright infringement. Q-FI Cloud is committed to managing copyright complaints responsibly and in compliance with applicable laws. However, we cannot determine whether something is being used legally without input from the copyright holders. In cases where the United States DMCA is applicable, we will promptly process all valid notices of alleged copyright infringement. Please note that sending a DMCA notice initiates a legally defined process, and we will share your full notice, including your contact information, with the Q-FI Cloud customer at issue.
In most instances, Q-FI Cloud does not have direct access to the content hosted by our customers. Therefore, upon receiving a valid DMCA notice, we will forward it to the appropriate Q-FI Cloud customer and require a timely and adequate response. You may also send your DMCA notice directly to the Q-FI Cloud customer.
Q-FI Cloud has implemented a policy that suspends Services containing infringing content data that is not promptly removed by our customers. In cases where this does not occur, we may temporarily suspend an Q-FI Cloud customer’s account or terminate their account in appropriate circumstances for repeat infringers.
Customer is solely responsible for any Third Party Products licensed, sold, or made available to them by a third party for installation or use with the Q-FI Cloud Services. Customer’s use of these Third Party Products is governed by separate terms between them and the third party. Q-FI Cloud is not a party to or bound by these separate terms. Customer is responsible for all fees and costs associated with their use of these Third Party Products, including any usage-based or overage charges, increases in fees, or other assessments from the applicable third party. Certain Third Party Products may carry a limited warranty from the third-party provider. To the extent permitted, if Q-FI Cloud makes available a Third Party Product to Customer in connection with their use of the Q-FI Cloud Services, Q-FI Cloud will pass through to Customer any such manufacturer warranties related to the Third Party Product. However, Customer acknowledges that Q-FI Cloud is not responsible for the availability or fulfillment of any Third Party Product warranty or for issues arising from the use of Third Party Products.
All Third Party Products are provided by Q-FI Cloud on an “AS IS” basis. Customer is responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Product. Q-FI Cloud reserves the right to suspend or terminate any Third Party Product at any time
This Agreement will become effective when the Customer executes an Q-FI Cloud Order Form or clicks a box agreeing to it during Account creation or otherwise. Unless terminated as specified in this Agreement, it will remain in effect for the initial service term specified on the Q-FI Cloud Order Form or selected in the Account, as applicable. (The “Initial Service Term.”)
Unless otherwise specified in an Q-FI Cloud Order Form, if applicable, this Agreement will automatically renew for additional periods of equal duration (each, a “Renewal Term”). However, either party may give notice of non-renewal at least thirty (30) calendar days before the end of the then-current service term. Alternatively, if the service term is month-to-month, either party may give notice of non-renewal at any time before the end of the then-current service term.
You can provide notice of non-renewal by submitting a support ticket online through Your Q-FI Cloud Account.
Unless otherwise specified in this Agreement, the Customer may terminate this Agreement at any time for convenience by providing Q-FI Cloud with at least thirty (30) calendar days’ written notice.
In addition to any other termination rights outlined in this Agreement, (i) Q-FI Cloud can terminate this Agreement immediately upon receiving written notice from the Customer. either party can terminate this Agreement by sending written notice to the other party if (A) the other party breaches this Agreement and fails to rectify the breach within thirty (30) days of receiving the written notice, or (B) the other party (1) becomes insolvent, declares in writing its inability to pay debts as they mature, or makes an assignment for the benefit of creditors; (2) becomes subject to the control of a trustee, receiver, or similar authority, or any bankruptcy or insolvency proceeding; or (3) an equivalent or similar event or proceeding occurs in respect of the Customer in any jurisdiction (in each case of (1), (2), and (3), where the breach is initiated involuntarily, it is not dismissed within forty-five (45) calendar days of its initiation).
The termination of the Q-FI Cloud Services Agreement will render the Q-FI Cloud Services inoperable, rendering customers unable to access any content data. Following this termination, Q-FI Cloud will delete all content data (except as specified in Section 9(e) below). Notably, the termination of this Agreement for any reason will not affect (i) the obligations of the Customer and Q-FI Cloud to account for and pay any amounts due to transactions or events that occurred before the effective date of termination; or (ii) any other obligations or liabilities that either party has to the other under this Agreement, which, by its nature, would reasonably be expected to persist beyond termination. The following Sections will remain in effect regardless of any expiration or termination of this Agreement: 3, 5(B), 5(C), 6, 7, 8(C), 9(A), 10(D), 11(E), 12, 13 14, 15, 16, and 17.
Before the expiration or termination of the applicable Service Term, Q-FI Cloud recommends that the Customer ensures it places a copy of its Content Data in a location accessible without the Q-FI Cloud Services. Provided that the Customer complies with all the terms and conditions of this Agreement, Q-FI Cloud may extend the Customer’s access to the Q-FI Cloud Services for fifteen (15) calendar days after the end of the Service Term. To avail of this extension, the Customer must notify Q-FI Cloud via email (directed to [email protected]) before the end of the Service Term.
In such an event, Q-FI Cloud will enable the Customer’s access to the Q-FI Cloud Services for a maximum of fifteen (15) calendar days, at no additional cost to the Customer, solely for the purpose of retrieving their Content Data. However, the Customer’s use of the Q-FI Cloud Services during this complimentary period is subject to the terms and conditions of this Agreement.
Q-FI Cloud is not responsible for the availability or accessibility of the Content Data after the later of (A) the expiration of the complimentary period if the Customer requests it or (B) the end of the Service Term.
In cases where Q-FI Cloud receives a subpoena, law enforcement request, court order, or a violation of this Agreement, Q-FI Cloud may terminate the Customer’s account immediately. In such instances, the Customer may not be provided with the ability to access and retrieve their Content Data.
Q-FI Cloud may suspend your access to the Q-FI Cloud Services if, in its sole discretion, it reasonably determines that your use of the services violates this Agreement. This could occur if you breach the agreement, fail to respond to Q-FI Cloud’s requests outlined in Section 7(b), pose a security risk to the Q-FI Cloud Services or other users, or if Q-FI Cloud receives a subpoena, court order, or request from a law enforcement agency.
Q-FI Cloud may provide you with notice before suspending your access, but it reserves the right to do so without notice if, in its sole discretion, it believes that providing you with notice could harm the Q-FI Cloud Services or any person or property. If Q-FI Cloud believes that your use of the services violates any restrictions set forth in this Agreement, it may seek injunctive relief in court.
You will be responsible for all fees incurred before or during any suspension. You won’t be entitled to any service credits you might have otherwise accrued during the suspension period, as per any applicable Service Level Agreement.
Customer acknowledges and agrees that Q-FI Cloud has set its prices and entered into this Agreement, allowing Customer access to the Q-FI Cloud Services in exchange for the disclaimers of warranty and the limitations of liability outlined in this Agreement. These provisions reflect a risk allocation between Q-FI Cloud and Customer, including the possibility that a contract remedy may fail to achieve its intended purpose and result in consequential losses. They form the foundation of the bargain between Q-FI Cloud and Customer. However, if Customer is subject to Applicable Laws that prohibit them from indemnifying Q-FI Cloud as specified in this Agreement or from entering into the risk allocation arrangement outlined here, the terms of such provisions will apply to Customer to the fullest extent permitted by Applicable Law. It is important to note that both Customer and Q-FI Cloud intend to enforce the provisions of this Agreement to the maximum extent permitted by Applicable Law.
Q-FI Cloud Services are provided on an “as is” basis without any warranty, terms, or conditions whatsoever. All other warranties, terms, or conditions, express or implied, including any warranties of non-infringement, title, satisfactory quality, merchantability, or fitness for any particular purpose, are specifically excluded and disclaimed by Q-FI Cloud and its licensees, to the extent permitted by applicable law. Neither Q-FI Cloud nor its licensees warrant that the Q-FI Cloud Services will meet customer requirements, be compatible with customer devices, or be uninterrupted or error-free. Except as explicitly provided herein and to the extent such allocation of risk is not permitted by applicable law, the entire risk as to the quality and performance of Q-FI Cloud Services lies with the customer. In no event will Q-FI Cloud or its licensees be liable for any loss, liability, damages, or claims related to any regulatory obligations that the customer may have related to its content data.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, Q-FI Cloud shall not be held liable to the customer for any losses incurred, including lost profits, savings, corrupted content data, unauthorized access to or alterations of your content data, lost revenue, business interruptions, or capital losses (whether direct or indirect). Additionally, Q-FI Cloud shall not be liable for any special, consequential, indirect, or incidental damages arising from or related to this agreement, any Q-FI Cloud services provided or to be provided under this agreement, or the use thereof, even if Q-FI Cloud has been informed of the potential for such losses or damages. EXCEPT for liability arising from Q-FI Cloud’s indemnification obligations under Section 14, the aggregate liability of Q-FI Cloud in connection with any and all claims, however arising, out of or relating to this agreement or any Q-FI Cloud services furnished or to be furnished under this agreement, will be absolutely limited to: (i) the amount paid to Q-FI Cloud for the Q-FI Cloud services under this agreement during the twelve (12) months immediately preceding the date the damaged party notifies the other party in writing of the claim for damages; or (ii) if greater, such amount as is the minimum amount for which Q-FI Cloud would be liable under applicable law.
FURTHER LIMITATIONS. Q-FI Cloud’s licensors and service providers will have no liability of any kind under this agreement. The customer may not bring a claim under this agreement more than eighteen (18) months after the cause of action arises.
INDEMNITY FOR Q-FI Cloud SERVICES.
Subject to the remainder of this Section 14, Q-FI Cloud will defend Customer against an Infringement Claim and indemnify Customer from the resulting costs and damages finally awarded against Customer to that third party by a court of competent jurisdiction or agreed to in settlement; provided that Customer: (i) promptly provides Q-FI Cloud with notice of any Infringement Claim; (ii) grants Q-FI Cloud sole control over the claim's defense and settlement, and any related action challenging the validity of the allegedly infringed patent, trademark or copyright; and (iii) reasonably cooperates in response to Q-FI Cloud's requests for assistance. Customer may not settle or compromise · any Infringement Claim without Q-FI Cloud's prior written consent. Notwithstanding the foregoing, Q-FI Cloud will have no obligation under this Section or otherwise with respect to any claim or award based on: (i) a combination of the Q-FI Cloud Services with non-Q-FI Cloud data, products, business processes or content, including Content Data; (ii) use of the Q-FI Cloud Services for a purpose or in a manner not specified in this Agreement or the Service Specific Terms, or otherwise in a manner for which the Q-FI Cloud Services were not designed; (iii) any modification of the Q-FI Cloud Services made without Q-FI Cloud's express written approval; or (iv) any Evaluation Service. This Section 14(a) states Your exclusive remedy for any Infringement Claims save that where the Customer is a consumer based in the EU, nothing in this Section 14(a) will limit or exclude the Customer's statutory rights except as permitted by Applicable Law.
INDEMNITY FOR THIRD PARTY PRODUCTS.
To the extent required or allowed, Q-FI Cloud will pass through to Customer any indemnities related to Third Party Products, if any. Notwithstanding the foregoing, Customer acknowledges that Q-FI Cloud is not responsible for the fulfillment of any Third Party Product indemnities or for problems attributable to use of Third Party Products.
REMEDIES.
If any component of the Q-FI Cloud Services becomes, or in Q-FI Cloud's opinion is likely to become, the subject of an Infringement Claim, Q-FI Cloud will at Q-FI Cloud's option and expense: (i) procure the rights necessary for Customer to keep using such component; (ii) modify or replace such component to make it non-infringing; or (iii) terminate this Agreement and refund any pre-paid fees for any Q-FI Cloud Services pro-rated for its remaining term.
NDEMNITY BY CUSTOMER
Customer will, to the fullest extent permitted by Applicable Law, indemnify Q-FI Cloud and its officers, directors, shareholders, employees and agents and their respective successors and assigns (collectively, the "Q-FI Cloud Indemnified Parties") against and hold the Q-FI Cloud Indemnified Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees in connection with investigating, defending, or settling any claim relating to or arising out of any acts or omissions on the part of Customer which give rise to claims against the Q-FI Cloud Indemnified Parties by third parties (unaffiliated with Q-FI Cloud), provided any final settlement will require Q-FI Cloud’s consent (which will not be unreasonably withheld) if the final settlement or compromise does not provide for the unconditional and full release of the Q-FI Cloud Indemnified Parties or if the final settlement or compromise requires the specific performance of the Q-FI Cloud Indemnified Parties. In all events, Q-FI Cloud will have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing at Q-FI Cloud's own cost. Customer will also indemnify and hold harmless the Q-FI Cloud Indemnified Parties for any costs and expenses, including reasonable attorneys' fees, incurred in responding to any subpoena, search warrant, or court order requiring production of information or documents related to Customer ("Requests"). Unless prohibited by court order or Applicable Law, Q-FI Cloud will notify Customer of any Requests received by Q-FI Cloud.
The customer represents and warrants that they will exclusively use the Q-FI Cloud Services for lawful purposes and will adhere to all applicable laws. Furthermore, the customer’s access, collection, use, relocation, storage, disclosure, and disposition of Content Data will comply with all applicable laws, including without limitation, privacy and data security laws.
Customers are allowed to publicly declare that they are customers of Q-FI Cloud; however, they must obtain Q-FI Cloud’s prior written consent before using the Q-FI Cloud name, logo, or other identifying marks. Customers agree that Q-FI Cloud may use their name and logo online or in promotional materials. Q-FI Cloud may also verbally refer to customers as customers of the Q-FI Cloud Services.
Every provision of this Agreement will be interpreted, to the extent possible, to ensure its validity and enforceability. If any provision is found to be invalid, illegal, or otherwise unenforceable by a competent court, it will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.
you’re otherwise subject to laws that prohibit customers from agreeing to the foregoing governing law and/or venue provisions, then (i) the terms of those provisions will be deemed modified to reflect the governing law and/or venue required by Applicable Law; and (ii) you must notify Q-FI Cloud (directed to [email protected]) within thirty (30) calendar days of the commencement of your service term to identify the Applicable Laws that apply to you and the resulting modifications to the governing law and/or venue provisions of this Agreement, without prejudice to your statutory rights as a consumer based in the EU.
By posting information on the Customer’s Account on the Q-FI Cloud website, sending Customer an email, or communicating through a support ticket, Q-FI Cloud may provide Customer with information regarding this Agreement. This satisfies any obligation Q-FI Cloud may have to provide the information in writing. Customer may withdraw consent at any time, and when required by law, Q-FI Cloud will provide Customer with paper copies upon request. To receive, access, and retain the notices, Customer must have Internet access, a computer or device with a compatible browser, software capable of viewing PDF files, and the ability to print, download, and store PDF files. Customer confirms that Customer is able to receive, access, and retain information on the website. Customer may withdraw consent or update contact information by notifying Q-FI Cloud through available support channels, including chat.
This Agreement constitutes the entire Agreement and understanding between Q-FI Cloud and Customer regarding the subject matter hereof, superseding any prior or contemporaneous communications, representations, proposals, commitments, understandings, negotiations, discussions, understandings, or agreements (including non-disclosure or confidentiality agreements), whether oral or written, concerning the same subject matter. In the event of any conflict between these Terms of Service and an Q-FI Cloud Order Form, if applicable, the terms and conditions set forth in these Terms of Service will govern unless explicitly amended in such Q-FI Cloud Order Form.
WAIVER. Q-FI Cloud’s failure to enforce any provisions of this Agreement, rights, remedies, or options at law or equity, or exercise any options herein provided, will not constitute a waiver. This waiver will not affect the validity of this Agreement. Q-FI Cloud’s waiver of any default will not be deemed a continuing waiver but will apply only to the specific instance of the waiver.
The section headings in this Agreement are inserted for convenience and do not define, limit, construe, or describe the scope or extent of any section.
This Agreement will not be construed as creating any partnership, joint venture, or agency relationship between Q-FI Cloud and Customer.
Q-FI Cloud may freely assign, transfer, or delegate its rights and obligations under this Agreement. However, Customer may not assign, transfer, or delegate its rights and obligations under this Agreement without Q-FI Cloud’s prior written consent (not unreasonably withheld). Any attempted assignment or transfer in violation of this Section will be void. Subject to these limitations, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
This Agreement does not create any third-party beneficiaries, except as expressly provided in the Agreement.
Any notice delivered by Q-FI Cloud to Customer under this Agreement will be sent via email to the email address associated with Customer’s account or posted on the Q-FI Cloud Control Panel, unless otherwise specified in this Agreement. Customer will direct any legal notices, correspondence, including complaints, under this Agreement by email to [email protected]
Q-FI Cloud will not be held liable for any delays or failures to fulfill its obligations under this Agreement due to any unforeseen circumstances beyond its reasonable control. These include acts of God, labor disputes, industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, storms, or other natural disasters, blockages, embargoes, riots, government acts or orders, acts of terrorism, or war. If a force majeure event occurs and persists for more than thirty (30) calendar days, either party may terminate this Agreement by providing written notice to the other party.
The Customer may not use, export, or re-export the Q-FI Cloud Services or any related software or technology without the explicit authorization of United States law and the Applicable Laws of the jurisdiction where the Q-FI Cloud Services were obtained.
This Privacy Policy explains when we collect information about you, including Personal Information (“PI”), what we collect, why we collect it, how we use it, who we share it with, where it is processed, how we handle it, and your choices and legal rights associated with this information. Your use of our websites, products, services, or other online activities (“Services”) provided by Q-FI CLOUD constitutes your consent to these practices.
Information we collect or receive
We collect and receive information from and about you by different means as described below.
Information You Provide to Us
We collect the information that you directly provide to us, such as when you enter it on our website, or include it in an email that you send to us. This type of collection often occurs through our business support processes, such as:
In addition, we collect the information that you provide by entering it into certain Service features. Please make sure that any personal details which you provide are accurate and current. We will send any important information relating to your account to you using the contact information you provide (including account security and privacy notices). You can check and update some of the information you have provided to us at any time via Support or on a Q-FI CLOUD service.
Automatic Information Collection
We may also automatically or passively collect information about your use of our Services. Here are some of the services we collect data on automatically and what data they collect:
Q-FI CLOUD Service
Each time you sign into Q-FI CLOUD and access our Services, we may automatically:
Websites, Marketing, and Advertising
Each time you visit our websites or receive and interact with our marketing communications and advertising on our and third-party websites and services, we may automatically log your activity on web, emails, or advertising and marketing servers we control through cookies (small information files placed on a hard drive), web beacons, tracking pixels, browser configuration details (e.g. browser type, list of installed plugins and list of installed fonts), and embedded scripts (programming code that is temporarily downloaded onto a device).
Information Use
This section explains how we may use the information we collect about you. We may combine information from any of the sources explained in the “Information That We Collect or Receive” section of this Privacy Policy.
Services
We may use your information to operate our Services. We may also personalize the services we provide to you based on the information we have collected about you.
Development
We use the information we collect to understand, improve and enhance our existing Services, your experiences with them, and our business operations, and to develop new ones.
Moderation and Safety
We may use the information we collect for auditing, compliance, and legal purposes.
Security
In order to help protect you and others, we may use the information we collect and receive in order to:
Government Authorities
We may share your information with police and other government authorities if we believe that it is reasonably necessary to comply with a law, regulation, or legal process, to detect, protect and enforce the safety of any person, their property or their rights, to address fraud and security and report criminal activity. The majority of the cases in which we have shared information with police and government authorities concern their investigations into stolen devices, unauthorized use of payment methods, or moderation purposes and safety of Q-FI CLOUD and its users. In a small number of cases, we have also provided information in response to anti-fraud or more serious criminal investigations.
Security and Retention
We seek to maintain appropriate technical and organizational security measures that conform to industry standards to help protect your information against unauthorized or accidental disclosure, access, misuse, loss, or alteration. Although we strive to protect your information, we cannot ensure or warrant the security of such information. There is no such thing as perfect security.
We may retain information about you as long as it is necessary for us to fulfill the purposes outlined in this policy. In addition, we may retain your information for an additional period as is permitted or required to, among other things, comply with our legal obligations, resolve disputes, and enforce agreements. Where required by applicable law, we shall delete your information when the information is no longer necessary or requested to do so. Even if we delete your information from active databases, the information may remain on backup or archival media as well as other information systems.
Your Rights
Request to Access and Correct: You have the right to request that we inform you of the PI we hold about you, as well as to request the correction of any inaccurate information about you.
Right of Access: You have the right to request that we inform you of the PI we have collected, used, and shared about you, and to obtain a copy of it.
Right of Deletion: You have the right to request that we delete the PI we have collected or retained about you in some circumstances as defined by law. To request removal of certain of your PI from a blog, forum, or message board, please contact our support team. Following your request for deletion, please be aware that the information that we collect about you may still be retained for legal, accounting, business continuity (backup), anti-fraud, and community reasons.
In some cases, your choices to provide, change, or delete information may affect our ability to deliver our Services or your user experience. We may decline to process requests which are not otherwise required by applicable law. You have the right not to be unlawfully discriminated against because you have exercised these rights.
Changes to this Policy
We may revise this Privacy Policy at any time, and we will update this Policy with any revisions. By continuing to access or use the Services after those changes become effective, you acknowledge and accept that PI will be handled in accordance with the revised Privacy Policy. We encourage you to periodically review this Privacy Policy to stay informed about our privacy practices.
Contact Us
If you have any questions or concerns about this Privacy Policy or our privacy practices, please contact us at our support email or through the contact information provided on our website.
Service Level Agreement (SLA)
This Service Level Agreement (SLA) is a part of the Terms of Service between Q-FI CLOUD and its users (the “Customer”). This SLA outlines the performance and availability standards that Q-FI CLOUD commits to providing to the Customer.
Q-FI CLOUD guarantees a 99.9% uptime for its services, excluding any scheduled maintenance or force majeure events. In the event that service availability falls below the guaranteed uptime, the Customer may be eligible for service credits, as outlined in Section 3 of this SLA.
Q-FI CLOUD may conduct scheduled maintenance to improve, upgrade, or maintain the quality of its services. Q-FI CLOUD will provide at least 24 hours’ notice to the Customer before conducting any scheduled maintenance. Scheduled maintenance will not count towards service availability calculations.
In the event of service unavailability, which includes but is not limited to DDOS Attacks, falling below our 100% uptime guarantee, customers may qualify for service credits. These credits are calculated based on a percentage of the monthly service fees and will be allocated as follow
Some users qualify for service credit equivalent to the cost of the downtime, which is reimbursed to the customer in the form of credit
To request service credits, the Customer must submit a written request to Q-FI CLOUD’s support team within 30 days of the end of the month in which the service availability issue occurred. The request must include the Customer’s account information, dates and times of the service unavailability, and any relevant details about the issue. Q-FI CLOUD will review the request and, if approved, apply the service credits to the Customer’s account.
For Enterpise Customers
In the event that service availability drops below the 99.99% uptime guarantee, the Customer may qualify for service days. Service days are determined based on the number of days with service disruptions and are automatically added to the Customer’s account.
Q-FI CLOUD ensures support for all its services. Typically, most issues are addressed within 24 hours, unless circumstances require longer attention, such as continuous customer waiting or awaiting customer response. If an issue remains unresolved after 48 hours, despite the customer’s cooperation in seeking a resolution, they are entitled to a 10% credit towards their next bill for each additional 24-hour period where our support team fails to take reasonable action to resolve the issue.
Q-FI CLOUD performs regular data backups to protect the Customer’s data. In the event of data loss or service unavailability due to hardware failure, Q-FI CLOUD will make reasonable efforts to restore the Customer’s data from the most recent backup. However, Q-FI CLOUD cannot guarantee complete data recovery in every situation.
This SLA does not cover service unavailability caused by factors outside of Q-FI CLOUD’s control, including, but not limited to:
Q-FI CLOUD reserves the right to modify this SLA at any time. Any changes will be effective upon posting of the revised SLA on Q-FI CLOUD’s website. The Customer’s continued use of Q-FI CLOUD’s services after any changes to this SLA constitute
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