BY CLICKING ON THE “I ACCEPT” (OR SIMILAR CONSENT) BUTTON OR USING ALL OR ANY PORTION OF THE 3QI LABS PRODUCTS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT CLICK TO ACCEPT OR OTHERWISE USE ALL OR ANY PORTION OF THE 3QI LABS PRODUCTS. YOU WILL NOT BE GIVEN ACCESS TO ANY 3QI LABS PRODUCTS UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU HAVE PAID A FEE FOR USE OF ANY 3QI LABS PRODUCTS AND DO NOT AGREE TO THESE TERMS, YOU MAY TERMINATE YOUR ACCESS TO THE 3QI LABS PRODUCTS FOR A FULL REFUND PROVIDED YOU TERMINATE YOUR ACCESS WITHIN THIRTY (30) DAYS OF YOUR INITIAL PURCHASE.
IF YOU WISH TO USE the 3QI LABS PRODUCTS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH 3QI LABS FOR USE OF 3QI LABS PRODUCTS, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS AGREEMENT.
This End User License Agreement (“Agreement”) is entered into by and between 3Qi Labs Inc (“3Qi Labs”) and the customer (individual or entity) that has procured the 3Qi Labs products or services for use as an end user (“Customer”). “Effective Date” means the date on which accepts the terms and conditions of this Agreement.
3Qi Labs Products
Provision of Products. 3Qi Labs offers various online software-as-a-service products (each, a “3Qi Labs Product(s)”). 3Qi Labs Products are as described in the then-current version of the service description for the applicable 3Qi Labs Product (“Service Description”), a copy of which will be provided to Customer upon request at any time. Each 3Qi Labs Product is provided on a subscription basis for a set term designated at the time of purchase (each, as “Subscription Term”). Customer shall purchase and 3Qi Labs shall provide the specific 3Qi Labs Products as specified at the time of purchase.
Access to Products. Customer may access and use 3Qi Labs Products solely for its own benefit and in accordance with the terms and conditions of this Agreement, the end user technical documentation provided with the 3Qi Labs Products (“Documentation”) and any scope of use restrictions designated at the time of purchase. Use of and access to 3Qi Labs Products is permitted only by the number of employees of Customer specified at the time of purchase (“Permitted Users”). If Customer is given passwords to access 3Qi Labs Products on 3Qi Labs’ systems, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer’s accounts and passwords.
Contractors. Customer may permit its independent contractors and consultants who are not competitors of 3Qi Labs (“Contractors”) to serve as Permitted Users, provided Customer remains responsible for compliance by each such Contractor with all of the terms and conditions of this Agreement and any such use of 3Qi Labs Products by such Contractor is for the sole benefit of Customer. Use of the 3Qi Labs Products by Contractors and Customer in the aggregate must be within the restrictions specified at the time of purchase.
General Restrictions. Customer shall not: (a) rent, lease, copy, provide access to or sublicense any 3Qi Labs Product to a third party; (b) use any 3Qi Lab Product to provide or incorporate any 3Qi Lab Product into any product or service provided to a third party, (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to 3Qi Labs Products, including the Video Playback, except to the extent expressly permitted by applicable law (and then only upon advance notice to 3Qi Labs), (d) modify any 3Qi Labs Product or any Documentation, or create any derivative product from any of the foregoing, (e) remove or obscure any proprietary or other notices contained in any 3Qi Labs Product (including any reports or data printed from 3Qi Labs Products) or (f) publicly disseminate information regarding the performance of 3Qi Labs Products.
Generally. “Customer Data” means any business information or other data of any type which is provided by Customer to 3Qi Labs in connection with 3Qi Labs Products, including information input by Customer, or provided to 3Qi Labs for inputting, into the 3Qi Labs Products. Customer shall ensure that Customer’s use of 3Qi Labs Products and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal and international law, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to 3Qi Labs that Customer has sufficient rights in the Customer Data to grant the rights granted to 3Qi Labs in Section 2.2 below and that the Customer Data does not infringe the rights of any third party.
Rights in Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to 3Qi Labs. Subject to the terms of this Agreement, Customer hereby grants to 3Qi Labs a non-exclusive, worldwide, royalty-free right to use, copy store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide 3Qi Labs Products to Customer.
Uploads of Customer Data. Customer shall be responsible for providing all Customer Data to 3Qi Labs and shall provide such Customer Data in a format consistent with the technical compatibility requirements set forth in the applicable Service Description (or as otherwise specified by 3Qi Labs) (“Technical Requirements”). Errors in loading Customer Data onto 3Qi Labs systems due to defective media, erroneous data or failure to meet Technical Requirements may be rejected by the 3Qi Labs Products or may be referred back to Customer for resolution and 3Qi Labs shall have no responsibility for any related impact on the applicable service.
Storage of Customer Data. 3Qi Labs does not provide an archiving service. 3Qi Labs agrees only that it shall not intentionally delete any Customer Data from 3Qi Labs Products prior to termination of Customer’s applicable Subscription. 3Qi Labs expressly disclaims all other obligations with respect to storage. If specified at the time of purchase, 3Qi Labs may charge Customer a fee for storing the Customer Data.
Indemnification by Customer. Customer shall indemnify, defend and hold harmless 3Qi Labs from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any Customer Data, (b) any action taken (or not taken) by Customer based upon use of a 3Qi Labs Product, or (c) any service or product offered by Customer in connection with or related to any 3Qi Labs Product. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of 3Qi Labs at Customer’s expense.
3Qi Labs Technology. This is a subscription agreement for use of 3Qi Labs Products and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to the 3Qi Labs Products and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that 3Qi Labs or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the 3Qi Labs Products, Service Descriptions, Documentation, and any and all related and underlying technology and documentation (collectively, “3Qi Labs Technology”). Further, Customer acknowledges that the 3Qi Labs Products are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of the 3Qi Labs Product itself.
Feedback. Customer, from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information to 3Qi Labs (“Feedback”). 3Qi Labs may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
Subscription Term, FEES & PAYMENT
Fees and Payment. All fees are as set forth at the time of purchase and shall be paid by Customer within thirty (30) days of the Effective Date, unless otherwise specified at the time of purchase. Except as expressly set forth in Section 6 (Limited Warranty) and Section 7 (Availability and Service Credits), all fees are non-refundable. 3Qi Labs’ fees are exclusive of all shipping costs and Customer is required to pay any sales, use GST, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of 3Qi Labs. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), 3Qi Labs reserves the right to suspend Customer’s access to the applicable 3Qi Lab Product (and any related services) without liability to Customer until such amounts are paid in full.
TERM AND TERMINATION
Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
Termination for Cause. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Notwithstanding the foregoing, 3Qi Labs may terminate this Agreement immediately upon notice to Customer if Customer breaches Sections 1.4 (License Grant) or 1.5 (General Restrictions).
Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease any and all use of and access to 3Qi Labs Products (including any and all related 3Qi Labs Technology) and delete (or, at 3Qi Labs’ request, return) any and all copies of the Documentation, any 3Qi Labs passwords or access codes and any other 3Qi Labs Confidential Information in its possession. Customer acknowledges following termination it shall have no further access to any Customer Data input into the 3Qi Labs Products, and that 3Qi Labs may delete any such data as may have been stored by 3Qi Labs at any time. Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
Survival. The following Sections shall survive any expiration or termination of this Agreement: 1.5 (General Restrictions), 2.4 (Indemnification by Customer), 3 (Ownership), 4.2 (Fees and Payment), 5 (Term and Termination), 6.2 (Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Indemnification), 11 (Confidential Information), and 13 (General Terms).
Limited Warranty. 3Qi Labs warrants, for Customer’s benefit only, that 3Qi Labs Products will operate in substantial conformity with the applicable Documentation. 3Qi Labs does not warrant that Customer’s use of the 3Qi Labs Products will be uninterrupted or error-free, nor does 3Qi Labs warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. 3Qi Labs’ sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in 3Qi Labs’ sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if 3Qi Labs determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy a refund of: (a) the monthly subscription fees specified at the time of purchase which are allocable to the thirty (30) day period prior to the date the warranty claim was made and (b) any fees Customer has pre-paid for use of 3Qi Labs Products or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 6.1 shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, or (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services or (iii) to use provided on a no-charge or evaluation basis.
Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.1, 3Qi Labs Products and all SERVICES ARE PROVIDED “AS IS”. NEITHER 3QI LABS NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. 3Qi Labs SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF 3Qi Labs.
Availability and service credits. During the Subscription Term of each 3Qi Labs Product, 3Qi Labs Products are subject to the Service Availability Targets and Service Credits set forth below.
Availability. Target availability for 3Qi Labs Products is 99.5% per calendar month, excluding Scheduled Downtime (“Target Availability”).
Scheduled Downtime. The 3Qi Labs Products shall be down (and inaccessible) during certain time windows for maintenance purposes on a schedule posted by 3Qi Labs (which shall typically be during the periods of lowest anticipated usage) (“Scheduled Downtime”). Cumulative Scheduled Downtime will not exceed 24 hours in any calendar month (not including any Customer-scheduled downtime).
Remedy For Failure to Meet Target Availability. If 3Qi Labs fails to meet Target Availability, as Customer’s sole and exclusive remedy, if Customer makes a request for service credit within thirty (30) days of the failure 3Qi Labs will credit Customer’s account one day’s current monthly fees for each one percent (1%) of the 3Qi Labs Products unavailability or any portion thereof over Target Availability in any calendar month (not to exceed one-half of total monthly fees for the applicable 3Qi Labs Product) (“Service Credits”). Service Credits will be applied in the month following the service availability failure only. Daily service credits shall be calculated based on a 365-day Subscription Term.
Exclusions. 3Qi Labs shall not be responsible for, and Customer shall not be entitled to Service Credits for, any 3Qi Labs Products failures caused by: (i) use by Customer in a manner not authorized in this Agreement or the applicable Documentation, (ii) Customer or third party equipment, (iii) third party acts or systems; or (iv) general Internet problems, force majeure, natural disasters, emergencies, acts of terror or war, or other factors outside of 3Qi Labs’ reasonable control.
Support AND PROFESSIONAL SERVICES.
Support Services. During the Subscription Term of each 3Qi Labs Product, 3Qi Labs shall provide end user support for the support level specified at the time of purchase, in accordance with the terms set forth at http://3Qilabs.com/support/policy.
Professional Services. 3Qi Labs shall provide the number of person-days of professional consulting services (“Professional Services”) purchased at the time of purchase. The parties acknowledge that the scope of the Professional Services provided hereunder consists solely of either or both of: (a) assistance with 3Qi Labs Products deployment, and usage; or (b) development or delivery of additional related 3Qi Labs copyrighted software or code. 3Qi Labs hereby grants Customer a perpetual, worldwide, non-exclusive license to use, copy, modify, develop derivative works of, the Professional Services deliverables (excluding any 3Qi Labs Technology included therein) but only for internal purposes and otherwise in accordance with the description of Customer’s use and any restrictions set forth in the applicable Statement of Work (“SOW”). 3Qi Labs shall retain all right, title and interest in and to any such work product, code or 3Qi Labs Products and any derivative, enhancement or modification thereof created by 3Qi Labs (or its agents). Customer shall retain all right, title and interest in and to any derivative works of the Professional Services deliverables created by Customer (or its agents). Professional Services may be ordered by Customer pursuant to a SOW describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information. Each SOW must be signed by both parties before 3Qi Labs shall commence work under such SOW. If the parties do not execute a separate SOW, the Professional Services shall be provided as stated at the time of purchase. Customer will reimburse 3Qi Labs for reasonable travel and lodging expenses as incurred.
Limitation of Remedies and Damages
NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST or INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 3QI LABS’ AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO 3QI LABS DURING THE PRIOR TWELVE MONTHS UNDER THIS AGREEMENT.
THIS SECTION 9 SHALL NOT APPLY TO CUSTOMER WITH RESPECT TO ANY CLAIM ARISING UNDER THE SECTIONS TITLED “GENERAL RESTRICTIONS,” “CUSTOMER DATA” OR “CONFIDENTIAL INFORMATION”.
The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
INDEMNIFICATION. 3Qi Labs shall indemnify and hold harmless Customer from and against any claim of infringement of a U.S. patent, U.S. copyright, or U.S. trademark asserted against Customer by a third party based upon Customer’s use of 3Qi Labs Products in accordance with the terms of this Agreement, provided that 3Qi Labs shall have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for 3Qi Labs to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of any 3Qi Labs Product is, or in 3Qi Labs’ opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, 3Qi Labs may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using 3Qi Labs Products; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term which was paid by Customer but not rendered by 3Qi Labs. The foregoing indemnification obligation of 3Qi Labs shall not apply: (1) if a 3Qi Labs Product is modified by any party other than 3Qi Labs, but solely to the extent the alleged infringement is caused by such modification; (2) a 3Qi Labs Product is combined with other non-3Qi Labs products or processes not authorized by 3Qi Labs, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of 3Qi Labs Products; or (4) any action arising as a result of Customer Data or any third-party deliverables or components contained within 3Qi Labs Products. THIS SECTION 10 SETS FORTH 3Qi Labs’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
CONFIDENTIAL INFORMATION. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any 3Qi Labs Technology, performance information relating to the 3Qi Labs Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of 3Qi Labs without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
PUBLICITY3Qi Labs may disclose Customer as a customer of 3Qi Labs or issue a press release, each only with Customer’s prior written consent.
Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.1 will be null and void.
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts.
Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth at the time of purchase or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that 3Qi Labs Products are on-line, subscription-based products, and that in order to provide improved customer experience 3Qi Labs may make changes to 3Qi Labs Products, and 3Qi Labs will update the 3Qi Labs Products Service Description accordingly.
Audit Rights. Upon 3Qi Labs’ written request, Customer shall furnish 3Qi Labs with a signed certification certifying that 3Qi Labs Products are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, 3Qi Labs may audit the use of 3Qi Labs Products by Customer provided such audit is during regular business hours. Customer is responsible for such audit costs only in the event the audit reveals that Customer’s use of 3Qi Labs Products is not in accordance with the permitted scope of use.
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
Subcontractors. 3Qi Labs may use the services of subcontractors for performance of services under this Agreement, provided that 3Qi Labs remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of 3Qi Labs Products as required under this Agreement.
Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.