Terms of Service
Introduction
Quiq Labs, a California limited liability company (“Service Provider”) is engaged in the business of hosting a lesson planning portal and providing lesson plan development for local education agencies. By utilizing the lesson planning portal {Website Address} (“Website”) you (“Customer”) agree to the terms and conditions set forth below (“Agreement”).
Applicability
- These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by Service Provider to Customer.
- These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
Services
Service Provider shall provide the services to Customer as described in the Order Confirmation (the “Services“) in accordance with these Terms.
No Exclusivity
It is expressly understood and agreed by the parties that this is not an exclusive agreement. Nothing in this Agreement shall be construed as creating any exclusive arrangement with Service Provider or as prohibit Service Provider from either acquiring similar, equal, or like goods and/or services or from executing additional contracts with other entities or sources.
Customer's Obligations
Customer shall:
- Cooperate with Service Provider in all matters relating to the Services;
- Respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
- Provide such Customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
- Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
Customer's Acts or Omissions
If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Intellectual Property
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables“) except for any Confidential Information of Customer or Customer materials, shall be owned by Service Provider. Service Provider grants to customer a non-exclusive, non-transferable license to use any purchased materials for the internal use by Customer, subject to other terms and conditions. Customer shall be liable for any improper use of materials delivered to Customer.
Confidential Information
- All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information“), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:
- in the public domain;
- known to Customer at the time of disclosure; or
- rightfully obtained by Customer on a non-confidential basis from a third party.
- Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
Restrictions on Use
The contents and materials available on the Website are for Customer use only. No part of the contents or materials available on this Website may be reproduced, republished, transmitted, uploaded, posted or otherwise distributed on any other platform.
Representation and Warranty
The Service Provider gives no warranty and accepts no responsibility or liability for the accuracy or the completeness of the information and materials provided here for any purpose whatsoever. No reliance should be made by any user on the information or material so posted; instead, the user should independently verify the accuracy and completeness of the information and/or materials.
Disclaimer of Warranties
Except for the warranty set forth above, service provider makes no warranty whatsoever with respect to the services, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; or (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
Indemnification
Customer shall indemnify Service Provider against any claim that any data, materials, items or information supplied to Service Provider under the Agreement infringes any US patent, copyright or trademark within the jurisdictions where Service Provider is provided with such information.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY SHALL BE LIABLE FOR A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, DAMAGES RELATING TO MONIES SAVED OR FEES GENERATED AND OR ANY LOSS OF DATA BY USE OF ANY SERVICE PROVIDER EDUCATION OFFERING, REGARDLESS OF WHETHER A PARTY WAS APPRISED OF THE POTENTIAL FOR SUCH DAMAGES; AND B) IN NO EVENT WILL A PARTY’S LIABILITY, EXCEED THE FEES PAID AND OR OWED FOR THE EDUCATION OFFERING THAT IS THE SUBJECT OF THE CLAIM.
Amendments
The Service Provider Education Terms and Conditions may only be amended by mutual written agreement of the Parties.
Force Majeure
Except for payment obligations and obligations pertaining to non-disclosure, notwithstanding any contrary provision in the Agreement, neither Party will be liable for any action taken, or any failure to take any action required to be taken, to the extent that the taking of such action or such failure arises out of causes beyond a Party’s control, including, without limitation, war, civil commotion, act of God, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal).
Independent Contractors
The Parties expressly agree that the relationship between them is that of a customer-Service Provider, and not an employee.
Customer Data
If Customer transfers any personal data to Service Provider as a requirement of obtaining information from the portal, then Customer represents that (i) it is duly authorized to provide personal data to Service Provider and it does so lawfully in compliance with relevant legislation, (ii) Service Provider or its subcontractors can process such data for the purposes of performing its obligations and (iii) Service Provider may disclose such data to any Service Provider entity and its subcontractors for this purpose.
Assignment
If Service Provider assigns or sells or otherwise transfers its rights to a business or product line or substantially all of its assets and provided such Party agrees to perform the obligations under the Agreement, then Service Provider may transfer its rights and obligations under the Agreement upon written notice to Customer. Except as permitted herein, neither Party may transfer, whether by operation of law or otherwise, the Agreement without prior written consent of the other Party, and consent shall not be unreasonably withheld. Attempts to transfer in contravention of this section shall be deemed null and void. The Agreement shall be binding on the Parties hereto and their respective successors and assigns.
Announcements
Neither Party may issue press releases relating to the Agreement without approving the content with the other Party.
Severability
In the event any term or provision of the Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of the Agreement.
Third Parties
This Agreement shall not create any rights in favor of, or any obligations owed by, any third Party unless otherwise expressly defined in any Agreement.
Choice of Law
The laws of the State of California (excluding its conflict of laws provisions) shall govern the construction and enforceability of this Agreement. The Parties agree that any action arising under or relating to this agreement shall lie within the exclusive jurisdiction of the State and Federal Courts located in Fresno, California.
Entire Agreement
The Agreement and all documents incorporated by reference therein shall comprise the entire agreement as pertaining to the subject matter thereof and all other prior representations, proposals, and other such information exchanged by the Parties concerning the subject matter is superseded in their entirety by the Agreement.
