Subscription Agreement

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.

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 Secure Socket Layering (SSL) to encrypt your credit card number. 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 which is hereby incorporated into this Agreement by reference. By entering into this Agreement with Q88, you assent to the terms of the Privacy Policy.

3.     YOUR PROMISES AND OBLIGATIONS

AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

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 Agreement, the Acceptable Use Policy 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.

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 3(b) 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.

4.    PAYMENT


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.

6.    DURATION 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 Services).

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.

8.    REFUNDS


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 of Q88.

12.     INDEMNIFICATION


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 United States govern this agreement. You hereby consent to the exclusive jurisdiction of and venue in courts located in the state of Connecticut United States 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.

14.2    Additional Terms. This Agreement, along with Q88's other terms, conditions, and policies referenced herein and/or made available on the website, including, without limitation, the Privacy Policy and Acceptable Use Policy, 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.

14.5    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.

14.6    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.

15.     PUBLICITY


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.

16.     QUESTIONS


If you have any questions about this Agreement or the Services, please contact Q88 by email at support@Q88.com.

 

We look forward to doing business with you and hope you find our Services valuable.

 

Last Updated: December 4, 2013