QA Assistant Terms of Use
IMPORTANT: These Terms of Use is a legal agreement between you and QA Assistant LLC, a private limited company with registered office in the Sebago, Maine, United States. These Terms of Use governs your use of our website or services such as our support resources (collectively, “Services”) and software such as QA Assistant Studio that we may include as part of the Services, including any applications, scripts, and any related documentation (collectively “Software”).
  1. Definitions
    1. Access Credentials -- License, username, and/or password used to access Software or Services
    2. Account -- Group of Users who share services and whose access is controlled by an Account Administrator for QA Assistant LLC Software and/or Services
    3. Account Administrator(s) -- Designated Users with privileges to change Account information, preferences, and settings and authorized to manage the Account with QA Assistant LLC
    4. Services -- All activities, websites, or services used in the provision and/or support of QA Assistant LLC Software
    5. Share -- To email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services
    6. Software -- All computer programs, electronic instructions, databases, database content and electronic media used in the development and/or provision of QA Assistant LLC products and Services
    7. Terminate -- To prevent access to or use of content, a license, or an Account through publically available Software or Services interface(s)
    8. We/Us/Our -- QA Assistant LLC, its members, employees, contractors, sub-contractors, service providers, subsidiaries, affiliates, officers, agents, partners, and licensors
    9. You -- You, personally, and/or the organization, if any, to which you belong in connection with your use of Our Software and/or Services
  2. Acceptance
    1. By downloading, installing, ordering, paying an invoice for, renewing an order for, accessing or otherwise using the Software or Services, you accept and agree to comply with these Terms of Use. If you do not accept these Terms of Use with the terms of this document, do not download, install, order, pay an invoice for, renew an order for, copy, distribute, access or otherwise use the Software or Services.
    2. Acceptance of this agreement by You shall be deemed written acceptance by you and by the organization for the Account(s) under which you are registered. By accepting this agreement you warrant that you are of a legal age to enter such agreement, have the authority to approve these Terms of Use in this capacity and take full responsibility for such action.
  3. General Terms and Grant of License
    1. License. Subject to your compliance with these terms and the law, you may access and use the Software or Services.
    2. Availability. Services are accessible worldwide but this does not mean all Services or service features are available in your country or in your language, or that user-generated content available via the Services is legal in your country. We may block access to certain Software or Services in certain countries. While we make reasonable effort to limit disruption, Software or Services may not be available from time to time for updates, maintenance, and or your network availability
    3. Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content.
    4. Access Credentials. You may not share your Access Credentials or use another person’s Access Credentials. Your Account Administrator(s) may modify your account information to manage your use and access to the Services. Please notify Customer Support immediately if you become aware of any unauthorized use of your account.
    5. Consent. You grant us the worldwide, non-exclusive, irrevocable right to gather, analyze, store, and use your license, Account information, and Software or Services usage (including but not limited to access methods, web browser version, and your IP address) manually or with automated technology for the purpose of providing Software and Services and all activities relating thereto. You further grant us your consent to contact you using your provided or publically available information in connection with your license, Software, or Services.
  4. Your Conduct
    1. You must not misuse the Software or Services. For example, you must not perform, effectuate or attempt any of the following:
      1. Copy, modify, host, stream, sublicense, or resell the Services, Software, or content
      2. Permit or enable others to use the Software or Services using your Access Credentials
      3. Access the Software and Services by any means except the interface(s) we provide
      4. Circumvent any access, security, or use restrictions imposed on your license, Account, Software, or Services. If you become aware of a security vulnerability or that information is being unintentionally or unexpectedly accessed or used, you agree to immediately notify Us by sending an email to support@qaassistant.com with the details.
      5. Infringe on anyone's copyright or Intellectual Property Rights
      6. Contribute content that is unlawful or fraudulent
      7. Disable or destroy the Software or Services or any peripheral hardware, software, or network which supports the Software or Services
      8. Advertise any products, services, charities, fundraisers, or events
      9. Obtain or extract information from the Software or Services for information for which you would otherwise have permission to view and only through the interface(s) we provide
      10. Reverse engineer, decompile, or disassemble the Software
      11. Rent, lease, lend or provide commercial hosting services with the Software.
  5. User-Generated Content
    1. Storage. When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits.
    2. QA Assistant Software and Services may store and display user-generated content. While using the Software and Services, you may view user-generated content that you find offensive or upsetting. Your sole remedy is to stop viewing the content. You may also report the content to us by emailing support@qaassistant.com.
  6. Reservation of Rights and Ownership
    1. QA Assistant LLC Intellectual Property This Software and Services are licensed, not sold. QA Assistant LLC and our licensors remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not expressly granted to you under these terms. You must relinquish all claims (if any) to ownership of the Software or Services or any part thereof. You shall not sell or otherwise transfer, license, or share your license, Account, Software, or Services.
    2. Feedback You have no obligation to provide us with ideas, or suggestions (“Feedback”). However, if you submit Feedback to us, you grant us an indefinite, non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to incorporate (i.e make, have made, use, import, reproduce, etc.) that Feedback or a derivative of that Feedback into our Software or Services and to demonstrate, promote, sell, distribute, or otherwise license the Software or Services with said Feedback included.
    3. Your Content
      1. You retain all rights and ownership of your content; We do not claim any rights to your content.
      2. When you enter or upload content to the Software and Services, you grant QA Assistant LLC an indefinite, non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, distribute, modify, and translate the content as needed for the purpose of operating or improving the Software or Services. You further agree that you are solely responsible for the content and its compliance with these Terms of Use.
      3. We will only access or view your content in order to operate or improve the Software or Services, for example, to provide customer services or respond to support requests; to detect, prevent, or otherwise address security, unlawful, or technical issues; or to enforce these terms. In connection with these activities, we may use automated systems to analyze your content as the content is sent, received, or when it is stored.
      4. By contributing content to the Software or Services, you agree that you have all necessary licenses and permissions, to use and Share your content and the rights necessary to grant the licenses in these terms.
      5. You will hold harmless indemnify Us from any claim, loss, or damages, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
    4. Sharing Your Content
      1. Some Services may allow you to Share your content with us, other users, or to make it public. Once content is Shared, the Shared content may be used, copied, modified, or printed by the person(s) with whom the content was made accessible. Your Account Administrator(s) may limit your ability to Share. You are entirely responsible for the content you share.
      2. We do not monitor or control what others do with your content. You and your Account Administrators are responsible for determining and applying the limitations on content Shared with you and for applying the appropriate level of access to your content.
      3. Some Services provide features, such as approval of or contributions to a document, for which you may be able to contribute content but others may have exclusive ownership and/or permission to Share that content.
    5. Review. These Terms of Use does not grant you any rights to share, sell, demonstrate, review, trade, otherwise make available, or assign your rights to the Software to a third party without Our prior expressed written approval. Such approval shall be at Our sole discretion.
    6. Audit. These Terms of Use does not grant you any rights to visit or audit Us, the Software, or Services.
    7. These Terms of Use do not grant you any rights to use the Software and/or its components to develop a software application that is similar, performs a similar function, and/or uses the Software or Services or part thereof.
  7. Modifications to Software or Services
    1. It is Our sole discretion to add, delete, "fix" or "patch", provide support for, or otherwise alter Software or Services in any form, at any time, and for any reason including, but not limited to, reflection of current industry standards including web browser support; or new or deprecated features.
    2. We reserve the right to discontinue (without any limitation or notice) any Software or Services provided to you or made available to you through the use of the Software. If a planned modification results in the removal of a feature We deem to be a significant part of the Software or Service, We will provide advance notice of the same within the Software or Service interface(s).
  8. Fees and Payment
    1. You will be invoiced the rate stated at the time of ordering as one lump sum, plus applicable taxes or fees.
    2. You are responsible for all applicable taxes, customs, border, and/or license fees in connection with your use of the Software or Services whether or not specified on the invoice.
    3. We do not store or maintain credit card, debit card, or your other electronic payment details. We use a third party for processing credit or debit card transactions. Your account will automatically reflect the payment once the payment notification is received from the processing company. We may assess a fee in addition to the standard invoice rate for the cost of the third party processing and convenience of automated update to the account.
    4. You are responsible for lawfully obtaining and maintaining all software, hardware, and network services required to access or use the Software or Services
    5. We may take steps to collect the fees you owe us and you shall be responsible for all related costs.
    6. Termination of your license or Account does not relieve you of any obligation to pay any outstanding fees.
    7. Where a monetary fee is not required for the Software or Services (for example, if We provide you with a license for an evaluation period or if your license fee has been previously paid by an Account Administrator), then where an exchange of value is required to enforce a contract by law, access to Software or Services and your information used to obtain the license shall be considered "value" to that intent.
    8. If you cancel within 14 days of your initial order, you’ll be fully refunded the rate stated on the invoice (if any) in the same method payment was made (if possible) or by check posted to the billing address on the invoice. Should you cancel after 14 days, you are responsible for timely payment of the invoice in full and your payment is non-refundable and you will have the option to Terminate your ordered Services or continue your ordered Services until the end of your contracted term.
    9. Some Software or Services (for example, supplementary training or customer-specific requirements) may not be included in a contract and may incur an additional fee. We will notify you in advance of such fees and you will have the option to order the Software or Services requiring that fee.
  9. Contract Period
    1. Your Access to the Software or Services begins as soon as your order is processed and continues (except as described in these Terms of Use, for example, your license or Account is suspended or Terminated) until the contract end date (if any) specified in Our correspondence with you.
    2. If payment is not received in a timely manner, your access to the Software or Services may be suspended until payment is processed or the contract period ends, whichever is first.
    3. If you incorrectly enter your Access Credentials too frequently over a period of time, your access to the Software or Services may be temporarily suspended as a security precaution to deter robots from obtaining your Access Credentials using "brute force"
    4. The contract period is not affected by any suspension or disruption of Software or Services
    5. We may suspend the Services until you are within the storage space limit associated with your account.
    6. When the contract period ends or if you cancel an order, your license(s) and/or Account(s) shall immediately Terminate
    7. We reserve the right to Terminate the license or Account for any violation of these Terms of Use
  10. Termination
    1. Termination of License. Your individual license may be terminated in one of the following ways:
      1. If you are an Account Administrator, you may terminate your license on an Account by using the Account Administrator functionality within the Software or Services
      2. If you are not an Account Administrator, you may revoke this license at any time by removing your content, discontinuing your use of the Software and Services and having your license terminated by an Account Administrator for that Account.
      3. Your Account Administrator(s) may suspend or terminate your license
      4. If an Account for which you have license is terminated, your license for that Account shall also Terminate
      5. Your license period expired and you do not make the timely payment of fees to renew the license
      6. We may terminate your license for any breach of these Terms of Use or violation of law
    2. Termination of Account
      1. Your Account may be terminated in one of the following ways:
        1. If you are an Account Administrator, you may terminate your Account(s) by notifying customer_service@QAAssistant.com of your intent to terminate the Account. We may ask you for additional information and to confirm your intent to terminate the Account. Upon confirmation, we will terminate the account.
        2. The Account licenses may expire and the timely payment of fees to renew the license is not made
        3. We may terminate your Account for any breach of these Terms of Use or violation of law or if we are required to do so by law
        4. We may terminate your Account if We elect to discontinue the Software or Services in whole or in part
      2. Grace Period. We will retain your Account information and content for a period of 28 days after the termination of the Account, although you will not have license to access or use the Account during that period. If you do not want information or content to be retained during this period, you must delete all information and content from your Account prior to termination. Except in the case We Terminate your Account for a breach of these Terms of Use or a violation of law, you will have the opportunity to reactivate your license and/or Account during this 28 day period by placing an order for the same. After the 28 day period, your license and Account information will be permanently inaccessible to you and deleted or retained in accordance with these Terms of Use
    3. Deletion.Except as described herein (for example, in "Retention"), after any Grace Period, your content and Account information will be deleted and/or permanently inaccessible to you and others.
    4. Retention. Some information such as your name, email address, content, company name associated with your Account(s), and other information may be retained after termination for the purpose of providing Software or Services where content you contributed may be shared with or owned by others. Copies of your content, license(s) or Account information may also be retained as part of our routine backups. Copies and logs of our correspondence with you and others, including information and content you send Us, and other license and Account information may be retained or amalgamated as part of our email and/or customer management systems.
    5. Upon termination, some or all of the Software or Services may become inaccessible or cease to operate without prior notice.
  11. Privacy
      12. The Privacy Policy at http://www.QAassistant.com/legal/privacy.php governs any personal information you provide to us. By using the Software or Services you agree to the terms of the Privacy Policy.
  12. Export Restrictions
    1. You acknowledge that the Software is subject to United States export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, and destination restrictions issued by the United States and other governments. You agree to pay any taxes, fees, or fines arising out of your use of the Software or Services in connection with export requirements.
  13. Disclaimers of Warranties
    1. All Software and Services is provided "as is" and with all faults, with no commitment or guarantee to its functionality, content, reliability, availability, accuracy, or completeness and with only the Warranty specified in this section of these Terms of Use.
    2. To the maximum extent permitted by law, we disclaim all expressed or implied warranties including:
      1. Warranties of non-infringement, merchantability, and fitness for a particular purpose.
      2. The Software or Services will meet your expectations or requirements, be constantly available, be secure, or be error-free; Nor do we warrant that any errors or defects in the Software or Services will be corrected.
      3. The information the Software or Services create, display, calculate, or otherwise provide will be complete, effective, accurate, or reliable;
    3. Use of the Software and Services is at your own risk; You are solely responsible for any and all damages which result from the use and access of any Software or Service.
    4. We do not maintain ITAR approval which may be necessary for military use.
    5. This Warranty is provided in lieu of any other expressed warranties or similar obligations (if any) created by any advertising, documentation, packaging, agreements, or other communications.
  14. Limitation of Liability and Remedies
    1. We disclaim any and all liability for any actions resulting from your use of or access to any Software or Services.
    2. We are not liable to you or anyone else for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of use, loss of profits or confidential or other information, for business interruption, for personal injury or death, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for gross negligence, for intentional misconduct, for breach of contract or warranty, for negligence, for network-related issues, for software "bugs", for errors or omissions, for corruption or misuse of the Software or Services, for security ineffectiveness, or arising from any other claim in connection with your use of or access to the Software or Services) whether or not foreseeable, avoidable, predisposed, or advised or aware of the possibility of damages.
    3. Our total liability in any matter arising out of or related to these Terms of Use is limited to greater of
      1. USD $100; or
      2. The aggregate amount that you paid for access to the Service and Software during the three-month period preceding the event giving rise to the liability
      This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
  15. Indemnity
    1. By uploading your content to the Software or Services, you assert that you have all necessary licenses and permissions to use and Share your content and to grant the licenses in these terms.
    2. You agree to indemnify us from any and all claims, loss, damages, or fees in connection with your content, your use of the Software or Services, violations of other contracts arising out of your content or access or use of the Software or Services, or your violation of these terms.
    3. You are responsible for purchasing any and all insurance required for the purchase, access, and/or use of the Software and Services.
  16. GOVERNMENT LICENSE RIGHTS
    1. All Software provided to government is provided with the same commercial license rights as stated herein.
  17. Compliance
    1. We do not review all user-generated content on the Software or Services, but we may use available technologies or processes to screen for content which violates law or other violations of these Terms of Use
    2. We may access or disclose information about you, or your use of the Software or Services when it is required by law or to respond to your requests for customer service support or when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our licensees, or the public.
  18. APPLICABLE LAW
    1. All sections of these Terms of Use shall apply to the maximum extent permitted by law
    2. You are entirely responsible for all activity that occurs via your account including but not limited to content you contribute. It is solely your responsibility to ensure your content and use of the Software or Services is lawful in your location and in the United States. You agree not to use the Software or Services and to notify customer_service@QAAssistant.com immediately of any violation of law.
    3. QA Assistant is not responsible for any aspect of the any user-generated content including but not limited to its legality, accuracy or professionalism.
    4. The Software is developed and intended to be in compliance with United States laws. It is your responsibility to ensure your use is lawful in your location.
    5. You may have other rights in your country; We do not seek to limit those rights where it is prohibited by law.
  19. Dispute Resolution
    1. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or We must resolve any claims relating to these terms, the Software, or the Services through Small Claims Court in Maine, United States.
    2. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
  20. Modification
    1. We may modify these Terms of Use at any time. It is your responsibility to review these Terms of Use regularly. The date of the most recent modification will be included on this page. By continuing to use or access the Software or Services after the revisions come into effect, you agree to be bound by the revised terms.
    2. Except as specified within this section, this agreement may not otherwise be amended, modified, or revoked by a third party agreement including, but not limited to, purchase orders, sales agreements, or other terms of use.
  21. ENTIRE AGREEMENT; SEVERABILITY
    1. These Terms of Use (including any addendum or amendment to these Terms of Use which is included with the Software) is the entire agreement between you and QA Assistant LLC relating to the Software and Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software, Services, or any other subject matter covered by these Terms of Use. If any provision of these Terms of Use is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
    2. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
    3. Our failure to enforce or exercise any of these terms is not a waiver of that section.
    4. Your purchase order or reference number on an invoice, even if entered by Us, does not indicate Our review of nor express consent to any other agreement. This is the sole agreement between the parties.
    5. Upon expiration or termination of these Terms of Use, any perpetual licenses you have been granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated herein will survive.
Last updated November 27, 2018. Replaces the prior version in its entirety.