TERMS OF USE

Last Updated: September 19, 2019

These Terms of Use form a legal agreement entered into by and between you, the user of this website https://www.qooder.com/en/qooder-us (the “Site”), and any organization on behalf of which you are using or accessing this website, and Qooder USA (also referred to herein as “Qooder”, “we,” “us,” and “our”). By using or accessing the Site, and/or by clicking “I Agree” to accept or agree to these Terms of Use when this option is made available to you, you signify your agreement to these Terms of Use as well as our Privacy Policy, which can be found at www.qooder.com/en/qooder-us-privacy, which is incorporated herein by reference.


1. TERMS.

These Terms of Use apply to your access to and use of the Site and do not alter in any way the terms and conditions of any other agreement you may have with us for products, services or otherwise, unless otherwise agreed to by us in writing.


PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING OR ACCESSING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LOCAL LAWS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE.

2. SITE OWNERSHIP.


The Site as well as its contents, features, functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all information, products, and services offered by us to you in connection with the Site (collectively, the “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Site and the Content are the property of Qooder and/or third-party licensors, and all right, title and interest in and to the Site and the Content will remain with Qooder or such third-party licensors. Other products and names mentioned herein may be the trademarks of their respective owners.

You do not acquire ownership rights to the Site or any Content, other than those rights in the materials that you submit to us or otherwise enter through the Site, if any, that you may have or any rights that we may specifically grant you in writing, such as the limited license to use the Site, as further described below. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Site or any Content. You may only use the Site and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the foregoing, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Qooder and/or the respective intellectual property rights holder identified in the subject content, which consent may be granted or withheld at the sole discretion of the rights holder.


3. FEEDBACK.

If you provide us with comments, bug reports, feedback, or modifications proposed by you to us, about the Site or the Content (collectively, “Feedback”), then in addition to the license granted in all Materials, we will have the right to use such Feedback at our discretion, including but not limited to incorporating such Feedback into the Site and the right to assign, license or otherwise use such Feedback. You hereby give us a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials or Feedback.


4. PROHIBITED USES.

You agree to use the Site only for lawful purposes and in accordance with these Terms of Use. Specifically, you agree:

that you will not use the Site in any way that violates federal, state, local or international law or regulation (including any laws or regulations regarding the export of data or software to and from the United States or other countries);

that you will not use the Site to transmit or send unsolicited commercial communications;

that you will not attempt to gain unauthorized access to, interfere with, damage, disrupt, or circumvent any of the security features of the Site (or the servers, networks, and databases connected to the Site);

that you will not access (or attempt to access) the Site through any robot, spider, or other automated means (including use of scripts or web crawlers);

that you will not “screen scrape”, “monitor”, “mine”, “copy”, or “mirror” the Site;

that you will not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Site without our express written consent;

that you will not engage in any activity that interferes with, disrupts, or imposes an unreasonable or disproportionately large load on the Site (or the servers, networks, and databases which are connected to the Site);

that you will not introduce any spyware, viruses, Trojan horses, worms, keystroke loggers, rootkits, logic bombs or other material which is malicious or technologically harmful to the Site (or the servers, networks, and databases which are connected to the Site);

that you will not use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

that you will not edit, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works any content on the Site that is not owned by you or another person or entity for whom you act as their agent;

that you will not reproduce, redistribute, republish, duplicate, copy, display, sell, rent, sub-license, trade or resell any content or other aspect of the Site for any commercial purpose (except for content specifically and expressly made available for redistribution);

that you will not remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, copyrights, warranties, disclaimers, or other proprietary notations from the Site;

that you will not impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);

that you will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images; and

that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which you may suffer) of any such breach.

Any use of the Site or the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.


5. INFORMATION ABOUT YOU AND YOUR VISITS TO THE SITE.

All information we collect via the Site is subject to our Privacy Policy www.qooder.com/en/qooder-us-privacy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.


6. RELIANCE ON INFORMATION POSTED.

The information presented on or through the Site, including the Content, is made available solely for general information purposes. We use reasonable efforts to update the information on the Site. However, the contents of the Site are subject to change without notice. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the web application, or by anyone who may be informed of any of its contents.

If you have questions about the information presented on the Site, please contact us using the information provided in “Contact Information” at the end of these Terms of Use.


7. LINKING TO THE SITE AND SOCIAL MEDIA FEATURES.

You may link to the Site’s homepage, provided you do so in a way that is fair and legal, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Site may provide certain social media features that enable you to: (a) link from your own or certain third-party websites to certain content on this Site; (b) send e-mails or other communications with certain content, or links to certain content, on this Site; and/or (c) cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not: (a) establish a link from any website that is not owned by you; (b) cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (c) link to any part of the Site other than the homepage; or (d) otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.


8. WARRANTIES AND DISCLAIMERS.

  1. YOUR USE OF THE SITE, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. QOODER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY, OR OTHERWISE. NEITHER QOODER NOR ANY PERSON ASSOCIATED WITH QOODER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE USE OF THE SITE OR THE CONTENT, OR THE MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, OR OTHERWISE RELATING TO THE SITE, THE CONTENT, OR ANY SITES LINKED TO THE SITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  2. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA.

  3. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SITE LINKED TO IT.


9. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QOODER OR ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY USE OR INABILITY TO USE ANY OF THE FOREGOING, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER OR NOT CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


10. REVISIONS AND ERRATA.

The Content and the Site could include technical, typographical, or photographic errors. We do not warrant that any of the foregoing are accurate, complete, or current. We may make changes to the foregoing at any time without notice. We do not, however, make any commitment to update the Content or the Site.


11. LINKS FROM THE SITE.

We have not reviewed all the sites linked to the Site. If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the content of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.


12. GOVERNING LAW.

All matters relating to Qooder, the Site, the Content, or these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the [***] without giving effect to any choice or conflict of law provision or rule.


13. WAIVER AND SEVERABILITY.

No waiver by Qooder of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Qooder to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.


14. INDEMNIFICATION.

You agree to defend, indemnify, and hold harmless Qooder and its successors and assigns and all of their respective officers, directors, agents, employees, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, obligations, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use of the Site and any information obtained from the Site; (ii) your breach of these Terms of Use, including any use of the Site’s content or services other than as expressly authorized in these Terms of Use; (iii) your violation of any third party’s right, including, without limitation, any copyright, property right, or privacy right; or (iv) any claim that content provided by you caused damage or loss to a third party. This defense and indemnification obligation will survive your use of the Site and any termination of this Agreement.


15. TERMS OF USE CHANGES.

We may modify these Terms of Use from time to time in our sole discretion. We will provide notice by, at a minimum, updating this posting. You are expected to carefully review these Terms of Use from time to time so you are aware of any changes. However, if we make material changes to these Terms of Use, we will notify you either through the email address you have provided us or by means of a prominent notice on the Site before the change becomes effective. Any changes to these Terms of Use will be in effect as of the “Last Updated” date referenced at the top of these Terms of Use. Your continued use of the Site constitutes your binding acceptance to these Terms of Use, including any changes or modifications that we may make. If any part of these Terms or any future changes to these Terms are not acceptable to you, you must not use or access the Site.


16. ENTIRE AGREEMENT.

These Terms of Use, together with any documents expressly referred to in them, including our Privacy Policy www.qooder.com/en/qooder-us-privacy, constitute the sole and entire agreement between you and Qooder with respect to the Site and Content, and supersede all previous written or oral agreements.

17. CONTACT INFORMATION.

All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to infousa@qooder.com.