End User License Agreement (EULA)

• Welcome to Quest 2 Excel! Your use of our services, including the services we make available through this website (the “Site”) and any materials, software or services offered by us in connection with this Site (the “Services”) is governed by terms of this end user license agreement (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” “Q2E,” and the “Company” refer to Quest 2 Excel, Inc., the providers and operators of the Services.

• In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization or individual, you are agreeing to these Terms for that organization or individual and promising that you have the authority to bind that organization or individual to these Terms. In that case, “you” and “your” will also refer to that organization or individual, wherever possible.

• You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Q2E or any of its affiliates regarding future functionality or features.

• BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

• In the course of creating Content or using the Services, you may provide Q2E personally identifiable information, including contact information, username and password (“Credentials”). Q2E handles such information with the utmost attention, care and security. Nonetheless, you, not Q2E, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify Q2E promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Q2E of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Q2E immediately.

• You acknowledge that you may be able to create, transmit, publish or display information (such as data, text, graphics, videos, messages or other materials) through use of the Services. All such information is referred to below as the “Content.” You agree that you are solely responsible for (and that Q2E has no responsibility to you or to any third party for) any Content that you create, transmit, publish, display or otherwise make available while using the Services, and for the consequences of your actions (including any loss or damage which Q2E may suffer) in connection with such Content. Furthermore, you acknowledge that Q2E does not control or actively monitor Content uploaded by other users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Q2E be liable in any way for any such Content.

• You agree that Q2E bears no responsibility or liability to you for the deletion or failure to store any Content or other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up any such Content.

• Q2E reserves the right (but shall have no obligation) to remove any or all Content from the Services in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Q2E. In the event that you elect not to comply with a request from Q2E to take down certain Content, Q2E reserves the right to directly take down such Content.

• You acknowledge and agree that Q2E (or Q2E’s licensors) own all legal right, title and interest in and to the Services and that the Services are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

• All trademarks, service marks, logos and designs used by these Services, whether registered or unregistered, are owned by Q2E or other third parties. You may not use or display any trademarks, service marks, logos or designs owned by Q2E or its affiliates without our prior written consent.

• Except as provided in Section 5, Q2E acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Q2E, you agree that you are responsible for protecting and enforcing those rights and that Q2E has no obligation to do so on your behalf.

• Q2E makes no claims to ownership of Content that you submit, post or otherwise make available to or through the Services and you continue to retain all ownership rights in such Content and the right to use your Content as you determine. However, in using the Services, you do grant to Q2E and its affiliates a worldwide, nonexclusive, perpetual, fully sub-licensable, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such Content (in whole or part) for the purpose of enabling Q2E to provide you with the Services.

• You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit, post or otherwise make available to or through the Services.

• Q2E gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Q2E as part of the Services as provided to you by Q2E. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Q2E, in a manner permitted by these Terms and as further outlined on the Site.

• You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Q2E, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

• You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

• You may not access the Services for the purpose of bringing an intellectual property infringement claim against Q2E or for the purpose of creating a product or service competitive with the Services.

• You agree that you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Q2E, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising). You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.

• Q2E may remove your Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If Content is stored using the Services with an expiration date, Q2E may also delete the Content after such expiration date. Content that is deleted may be irretrievable.

• These Services are provided in accordance with our Privacy Policy, which can be found at q2e.com. You agree to the use of your Content and personal information in accordance with these Terms and our Privacy Policy.

• Q2E is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Q2E provides may change from time to time with prior written notice to you of any material changes, subject to the terms in its Privacy Policy. If Q2E initiates material changes, Customer may have the option to terminate this Agreement and request a refund. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

• You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

• You agree that Q2E, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Q2E will not be liable to you or any third party for such termination. You are eligible for a refund of the remainder of the non-paid term, including any pre-paid terms, if Q2E terminates your account as described in this section.

• You are solely responsible for exporting your Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content.

• Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

• These Terms may be amended or updated from time to time upon written notice to you and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. However, If Q2E initiates material changes, Customer may have the option to terminate this Agreement and request a refund. If you do not agree to the new Terms, please stop using the Services immediately. Please visit this page regularly to review these Terms for any changes.

• YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

• Q2E, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Q2E, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

• NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT Q2E’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

• SUBJECT TO SECTION 10 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Q2E, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

• THE LIMITATIONS ON Q2E’S LIABILITY TO YOU IN THIS SECTION 11 SHALL APPLY WHETHER OR NOT Q2E HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

• SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Q2E’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE LAST THREE MONTHS, WHICHEVER IS GREATER.

• You agree to hold harmless and indemnify Q2E, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Q2E and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

• We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

• DMCA Notice of Alleged Infringement (“Notice”)

• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
• Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:

• “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

• Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent: Copyright Agent
• Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.

Quest 2 Excel, Inc.
19925 Stevens Creek Blvd., Suite 100
Cupertino CA,
95070
marketing@q2e.com

• You may be able to access or use certain third party services, resources, content or information (“Third Party Materials”) through your use of the Services. You acknowledge that you are solely responsibility for and assume all risk arising from your access to or use of any such Third Party Materials, and Q2E disclaims any liability that you may incur arising from your access to or use of such Third Party Materials through your use of the Services.

• You acknowledge and agree that Q2E: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Services.

• Through our Services, we do not imply any endorsement of Third Party Materials or any such third party services.

• The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

• You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Q2E under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.

• These Terms, together with our MSA, Privacy Policy and Pricing Terms, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties. If Customer disagrees with any modified Terms, Customer may terminate this Agreement and request a refund. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Q2E to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Q2E must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.