This Subscription Agreement (the "Agreement") is a legal contract between you and Q88 LLC
("Q88"). The Agreement governs your purchase and use of the various services, whether
fee-based or free of charge, offered on this website (each a "Service"). Your use of the
Services is conditioned on your acceptance of this Agreement. By checking the acceptance
box on the website, you accept and agree to be bound by all the terms and conditions of
this Agreement, as well as any additional terms specific to the particular Services for
which you register. If you do not agree to the terms and conditions of this Agreement
you are not authorized to access and use the website or any Service. As outlined
further below, Q88 reserves the right, at its sole discretion, to change, modify,
add or delete portions of this Agreement at any time. Your continued use of the website
after any such changes constitutes your acceptance of the new Agreement. Since this is
a binding legal agreement between you and Q88, please print a copy of this Agreement for your records.
1. THE SERVICES
Q88 will provide you with the Services for which you register on the website,
subject to the terms and conditions of this Agreement. You acknowledge that
the Services may be offered in various separately priced service levels
("Subscriptions") and you will only receive the Subscriptions that you have
registered for, and for which you are paying all associated fees. Descriptions
of each Service, and the various Service plans that are available for each
Service, are available on the website.
You may upgrade to a higher Service,
if available, at any time during the term of this Agreement by request via
emailing support@Q88.com or phone
+1.203.413.2030. Upon any such upgrade, Q88 will terminate your
previous Service Plan, refund you any excess payment for termination
prior to completing the billing cycle and start the new Service
Plan with a new billing cycle to which you agree to pay the
increased fees for that Service in accordance with this Agreement.
Q88 reserves the right to modify, enhance, or supplement the
Services at any time in its sole discretion, provided that if
Q88 proposes to make a material changes to the Services, Q88
will provide you with notice of those modifications and/or
include notice of the applicable changes on the website.
See also Section 5 below.
2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file
with Q88 certain registration data, as requested by the Q88 online registration
form for the Service. Such registration data shall include, but not be limited
to, your name, address, email address, company name, credit card number, and
other billing information. Q88 reserves the right, in its sole discretion, to
refuse any registration or Service activation request for any reason or no
reason, and shall not be obligated to provide any Service to you unless and
until it has charged your credit card or received payment the applicable
fee. Q88 works to protect the security of your credit card information during
transmission over the Internet by using Transport Layer Security (TLS) to
encrypt your credit card number and personal data. It is important for you
to protect against unauthorized access to your password and to your computer.
Q88's use of your registration information is governed by the Q88 Privacy
Policy and Confidentiality Agreement (GDPR compliant) which are hereby
incorporated into this Agreement by reference. By entering into this Agreement
with Q88, you assent to the terms of the Privacy
3. YOUR PROMISES AND OBLIGATIONS
CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE
A. All of the
registration information you supply to Q88 is true, complete, and accurate, and
you will notify Q88 of any changes to your registration data during the term of
this Agreement and submit updated information to Q88 promptly and, in any event,
within twenty (20) days of any such changes;
B. You will safeguard
your account user name and password by not disclosing your password to any
third party, and you will assume responsibility for any and all harm or liability
attributable to you or any other person accessing your account or any Services
with your user name and password;
C. You will not copy,
sell, redistribute, license, sublicense, or otherwise transfer your account,
or any materials provided to you in connection with the Services, to any third
party without Q88's written consent;
D. Except as otherwise
expressly permitted by Q88, you will not display, distribute, license, perform,
publish, reproduce, duplicate, copy, create derivative works from, modify, sell,
resell, exploit, transfer or transmit for any commercial purposes, any portion
of the Service, use of the Service, or access to the Service;
E. You acknowledge and agree that you are expressly prohibited from
systematically downloading data from the website and/or utilizing any automated means
to download data from this website;
F. You will comply with this
and all laws and regulations governing your actions under this Agreement
and the use of the Service;
G. You will not use information
obtained via the Services or the website to send unsolicited commercial emails
or "spam"; and
H. You have full power and authority
to enter into this Agreement and to perform your obligations hereunder.
I. You will comply with applicable
privacy and data protection laws, including the General Data Protection Regulation
of the European Union ("GDPR").
Without limiting its other remedies, Q88 may refuse or cancel your
account or Services at any time for any violation of the foregoing promises. To
assure compliance with this Agreement, including, without limitation, Section
3B above, Q88 reserves the right, but does not have the duty, to monitor your
compliance with this Agreement, including, without limitation, by monitoring the
frequency and locations of computers using the Service.
You agree to pay Q88 any set-up fees and recurring subscription fees listed
on the website for the Services you select. Completion and submission of any Service
activation form authorizes Q88 to charge the credit card or submit invoice to the company
in your registration for all such fees and any related taxes corresponding to the selected
Services. Such charges will be made on an annual or semi-annual basis. In order to avoid
the full fee for any new subscription period, you must cancel the Service by providing Q88
with a written notice of cancellation no less than thirty (30) days BEFORE the new period
begins. Cancellation must be in writing (postal or electronic mail). The cancellation is valid
only upon receipt by Q88. Q88 will send an e-mail confirming the cancellation.
Any failure to pay the amounts due under
this Agreement will be a material breach of your obligations under this Agreement.
Without limiting any other remedies available to Q88, YOU AGREE TO FULLY REIMBURSE
Q88 FOR ANY COSTS AND EXPENSES THAT Q88 MAY INCUR IN CONNECTION WITH COLLECTING OR
ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.
5. PRICING CHANGES AND OTHER MODIFICATIONS
Subscriptions are based on a set of features
and/or usage limitations for each part of the Services. Q88 may change its Service fees, or
any other terms of this Agreement, at any time by updating the applicable pricing information
or other terms posted on Q88's website and informing you by e-mail about the changes. New pricing
terms will become effective beginning with the first full billing cycle after Q88 posts such
changes to its website. Changes to terms not related to pricing will become effective seven (7)
days after such notification. If you do not agree to any changes posted by Q88 in accordance
with this Section, you must cancel your account or the affected Service as provided herein before
the given changes become effective. If you do not cancel your account in accordance with the
aforesaid you will be deemed to have accepted and agreed to the changes.
AND CANCELLATION OF SERVICES
Unless stated otherwise on the Q88
web pages applicable to a given Service, each Service, depending on the payment
plan selected, will be provided and billed on an annual or semi-annual
subscription basis, measured from the beginning of the exact day of activation of
the given Service. Subscriptions will automatically renew with each annual or
semi-annual period, as applicable, until cancelled in accordance with this section.
At any time after activation of a Service, either you or Q88 may cancel that Service
(or Q88 may discontinue the Service completely) by providing written notice to the
other party, in which case the Service will terminate on the date specified in the
cancellation notice. If no date is specified, the Service will terminate at the end
of the then-current billing period (for paid Services) or calendar month (for free
Q88 also reserves the right to cancel any
individual Service immediately and without prior notice in the event that you materially
breach any provision of this Agreement or any other terms that apply to that Service.
NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT
AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.
7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that Q88 accepts your initial registration
and will continue in force until terminated according to this section. Upon cancellation of
all active Services, or any time thereafter, either party may terminate your account and this
Agreement by written notice to the other party. Termination must be in writing (postal or
electronic mail). The termination is valid only upon receipt by the other party. In case of
termination by you Q88 will send an e-mail confirming the termination. You should not assume
that any request for termination has been accepted and processed until you receive confirmation of the same.
Q88 also reserves the right to terminate your account and this Agreement immediately and without notice
in the event that you materially breach any provision of this Agreement. No refunds will be available
on account of any termination of this Agreement, except as expressly provided in the Section entitled
"Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect
notwithstanding any termination of this Agreement.
If you cancel your account or any Service you acknowledge and agree that NO
REFUNDS WILL BE ISSUED. If Q88 cancels any Service for other reasons than your
breach of the Agreement, Q88 will reimburse amounts already paid by you for
the cancelled Service on a pro rata basis.
9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, HTML
code, computer programming, and other elements incorporated therein are the
exclusive property of Q88. In addition, you acknowledge that Q88 owns all right,
title, and interest in and to Q88's trademarks, trade names, service marks,
inventions, copyrights, trade secrets, patents, technology, software, and know-how
related to the design, function, or operation of the Service. Your rights to the
Services are strictly limited to the rights expressly granted in this Agreement.
10. DISCLAIMER OF WARRANTY
Q88 makes no guarantees of any kind regarding the use or the results derived from any Services
in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness.
The Services and all related materials are provided on a strictly "AS IS" basis without warranty of
any kind. Q88 HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND
RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. Q88 DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE SUITABLE FOR YOUR NEEDS OR YOUR
INTENDED APPLICATIONS, THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE,
OR WEBSITE CONFIGURATIONS THAT YOU SELECT, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OR USE OF ANY SUCH MATERIAL. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR
FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL Q88, ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE
TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT
DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS
OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR
EQUITY, AND WHETHER OR NOT SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL, CUMULATIVE LIABILITY OF Q88, ITS OFFICERS, DIRECTORS, EMPLOYEES
AND/OR AGENTS (IN THE AGGREGATE) UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY Q88 FROM
YOU UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE
THAT Q88 IS NOT RESPONSIBLE FOR ANY OF YOUR DATA RESIDING ON THE Q88 HARDWARE. YOU ARE RESPONSIBLE
FOR BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE Q88 HARDWARE, WHETHER OR NOT SUCH
INFORMATION IS PRODUCED THROUGH THE USE OF THE SERVICE.
The above limitations of liability shall not apply in with respect to any
damages that are proven to be caused by the fraudulent acts or willful misconduct
You agree to indemnify, hold harmless, and (at Q88's request) defend Q88
and its officers, directors, shareholders, and representatives from and against
any and all liability, damages, losses, costs, or expenses (including but not
limited to attorneys' fees and expenses) incurred in connection with any claim
related to (a) your breach of any term, condition, representation, warranty, or
covenant in this Agreement; or (b) the information you supply to Q88 or make
available to any third party, including your registration data and the content
of the e-mails corresponding to the ones you submit from Q88. This obligation
shall survive any termination of your relationship with Q88.
13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and
exclusive remedy is to cancel your account or your subscription to the given
Service according to this Agreement.
14. GENERAL PROVISIONS
14.1 Governing Law and Venue. The laws of the state of Connecticut and the United States govern
this agreement. You hereby consent to the exclusive jurisdiction of and venue in courts, state or Federal, located
in the state of Connecticut in all disputes arising out of or relating to this Agreement or your use of the
Services and any action commenced by you against Q88 or by Q88 against you.
14.2 Additional Terms. This Agreement, along with Q88's
other terms, conditions, and policies referenced herein and/or made available
Acceptable Use Policy , and Confidentiality Agreement
, constitute the entire agreement between you and Q88
with respect to the Services.
14.3 Force Majeure. Q88 shall not be liable for failure or delay in
performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable
control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties.
14.4 Waiver; Unenforceable
Terms. No failure by Q88 to enforce
any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your
obligations or Q88's rights and remedies hereunder. If any part of this Agreement is held to
be unenforceable, that part will be amended to achieve its intended effect as nearly as possible,
and the remainder of the Agreement will remain in full force.
14.5 Notices. Except as provided otherwise
herein, any notice given under this Agreement will be made by email and will be
effective on the business day after it is sent.
14.6 Assignment. You may not assign this Agreement
or any rights and obligations thereunder without the prior written consent of Q88
and any purported assignment in violation of this provision shall be null and void.
14.7 Communications. You acknowledge that your account is part of the Q88 network,
and, consequently, you will receive periodic commercial announcements and information regarding Q88's services.
You may request to be removed from the Q88's news mailing list at any time. In the event of such removal, you
may, however, continue to receive communications regarding the Services to which you have subscribed and your
account with Q88.
Q88 may include your company and/or website's domain name & logo on its customer lists,
testimonials and press releases related to the Services. Additionally Q88 may use the
anonymous results of your Q88 account for displaying aggregated benchmark reports on the
website and within the Service. In addition, Q88 may use anonymous and/or aggregated
information for its internal research and may disclose such information to third parties.
If you have any questions about this Agreement or the Services, please contact Q88
by email at support@Q88.com.
forward to doing business with you and hope you find our Services valuable.
Last Updated: May 21, 2018