Terms of Use

Agreement to be Bound

These Terms of Use, as amended from time to time, apply to your access to and use of the iQmetrix website located at www.iqmetrix.com (the ​“Website”); offered by iQmetrix USA Inc., 445 South Main Street, Suite 300 Davidson, North Carolina 28036 if you are in the US or iQmetrix Software Development Corp., 250 Howe Street – Suite 1210, Vancouver, BC, Canada V6C 3R8 if you are outside the US (“iQmetrix”, ​“we”, ​“our”, ​“us”).

All references to ​“user”, ​“you”, ​“your” mean the Visitor that accesses or uses the Website in any manner, with ​“Visitor” being an individual end-user. Any individual user acting on behalf of another entity hereby confirms that such user has all necessary and legal authority to bind the entity. Acceptance of these Terms by such user will be deemed acceptance by the entity.

By accessing and using the Website, including contributing materials and/​or personal information to the Website, you represent and warrant that you have full power and authority to enter into these Terms of Use and you agree to be bound by:

• these Terms of Use;
• our Privacy Policy located at www.iqmetrix.com/privacy;
• our Trademark and Copyright Notice located at www.iqmetrix.com/copyrights; and
• our Review Guidelines located at https://www.iqmetrix.com/partner-review-guidelines (collectively referred to as the ​“Terms”).

iQmetrix reserves the right to modify these Terms of Use at any time without giving prior notice. Your use of the Website following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. You agree to review these Terms of Use on a regular basis and remain in compliance with any modifications.

PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

Access to the Website

To access or use the Website, you must have the requisite power and authority to enter into the Terms. You may use the Website solely in compliance with the Terms, and solely for the purposes of providing or receiving information about iQmetrix and its products and services. The Website may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

The Website is not designed for use by children under the age of 13, and we do not intentionally collect personal information from children through the Website. You represent and warrant to us that you have reached the age of majority where you are using the Website. You are only authorized to use the Website if you have reached the age of majority where you access the Website and agree to abide by all applicable laws and the Terms.

Posting User Content

User Content

You may be able to post, contribute or publish written or audio visual materials and personal information (“User Content”) in designated areas of the Website. You are solely responsible for your own User Content and the consequences of posting it. By posting User Content to the Website, you automatically grant iQmetrix a worldwide, non-exclusive, royalty free, license to use, reproduce, modify, translate, publish and commercialize such User Content on the Website or other media to promote and develop products and services offered by iQmetrix. In addition, you grant iQmetrix the same license to any works derived from User Content. You represent and warrant that you own or have the rights to use and license iQmetrix to use the User Content in the manner contemplated by the Terms.

Prohibition

You represent and warrant that you have read, understood and agreed to our Review Guidelines. In addition, you also represent and warrant that you will not post, contribute or publish material that:

1. is confidential, proprietary or sensitive;
2. is threatening, abusive or defamatory;
3. is deceptive, false, misleading or fraudulent;
4. is obscene, indecent or unlawful;
5. is otherwise inappropriate;
6. violates any other party’s legal rights;
7. scrapes or otherwise collects information from the Website in an automated fashion;
8. contains viruses, corrupted files, or any other code, software or process that may damage the operation of the Website;
9. damages or impairs the Website or interferes with any other party’s access or use of the Website; and/​or
10. is in violation of any applicable law, regulation, standard or rule relating to your access or use of the Website;

Representations and Warranties

You represent and warrant that you have read, understood and agreed to our Privacy Policy. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Website to:

1. Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
2. Violate any applicable law;
3. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Website, except as expressly authorized by us; and
4. Use a robot, spider or other automated device or process or means to access, retrieve, scrape, or index any portion of the Website.

Ownership

iQmetrix owns all intellectual property rights, including without limitation copyright and trade-mark rights, in all materials on or comprising the Website, including all written, audio visual or other materials and graphical elements on the Website, but excluding User Content (“iQmetrix Content”). iQmetrix grants you a limited license to use, download, print or reproduce in whole or in part, the iQmetrix Content on this Website, subject to the following conditions:

1. iQmetrix Content must be used or reproduced accurately, without any modifications;
2. iQmetrix Content must identify iQmetrix as the source; and
3. iQmetrix Content must be used solely for non-commercial purposes.

Indemnification

You agree to indemnify, save, and hold iQmetrix harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Website, violation of the Terms, or breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Term and Termination

You are free to stop your use of the Website at any time. We reserve the right to suspend or terminate your access to the Website without notice to you if:

1. you are in breach of the Terms;
2. you are using the Website in a manner that would cause a real risk of harm or loss to us or other users; or
3. for any other reason at the sole discretion of iQmetrix.

In the event of any termination of these Terms of Use, the following sections will continue in full force and effect: ​“Posting User Content”, ​“Representations and Warranties”, ​“Indemnification”, ​“Disclaimers”, ​“Limitations of Liability”, ​“General Terms”.

Disclaimers

YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE, IQMETRIX CONTENT, OR USER CONTENT (COLLECTIVELY, ​“CONTENT”) IS PROVIDED ​“AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IQMETRIX DOES NOT WARRANT THAT THE WEBSITE OR CONTENT CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, IQMETRIX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. IQMETRIX MAY MAKE CHANGES OR IMPROVEMENTS TO THE CONTENT OR THE WEBSITE AT ANY TIME. IQMETRIX MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

Limitations of Liability

You expressly understand and agree that your access or use of the Website and the contribution of any materials is at your sole risk, and to the maximum amount permitted by law, iQmetrix hereby disclaims any and all liability to you for any loss or liability relating to your access or use of the Website and the contribution of any materials in any way.

IQMETRIX WILL NOT BE LIABLE FOR ANY (I) INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OR ANY SIMILAR DAMAGES INCLUDING WITHOUT LIMITATION IN CONNECTION WITH OR RELATING TO THE TERMS OR THE WEBSITE, (II) DAMAGES DUE TO USE, PERFORMANCE OR OPERATIONS OF THE INTERNET OR USE OF THE INTERNET BY YOU; (III) LOSS OF DATA; (IV) LOST PROFITS; (V) BUSINESS INTERRUPTION; OR (VI) DAMAGES PURSUANT TO ANY THIRD PARTY TERMS AND CONDITIONS, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY TO YOU FOR DAMAGES IN EXCESS OF THE GREATER OF: (I) U.S. $50.00, OR (II) THE AMOUNT YOU PAID FOR THE WEBSITE, IF ANY, IN THE 12 MONTHS PRIOR TO THE CLAIM.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR REQUIRE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY THAT ARE DIFFERENT THAN THOSE SET FORTH IN THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

General Terms

Applicable Law

If you are in the US, this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflicts of laws provisions, and will in all respects be treated as a State of Delaware contract. The Parties hereby irrevocably submit to the jurisdiction of the state and federal courts located in Arlington County, Virginia, to the extent that a court of competent jurisdiction determines in a binding, final court order.

If you are outside the US, this Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts of laws provisions, and will in all respects be treated as a British Columbia contract. The Parties hereby irrevocably submit to the jurisdiction of the federal and provincial courts located in Vancouver, British Columbia, Canada, to the extent that a court of competent jurisdiction determines in a binding, final court order.

Compliance with Applicable Laws

You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinance, and other judicial administrative orders.

Force Majeure

Without limiting the generality of the preceding limitations, we have no liability for any failure or delay resulting from any condition reasonably beyond our control, including but not limited to power grid failure, Internet service disruption, labor strikes or lock-outs, governmental action, acts of terrorism, war, coup, civil unrest, earthquake, hurricane, tsunami, fire, flood or other acts of God.

Severability

If any part of these Terms of Use is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect.

Notices

All notices, requests, demands or communications required or permitted pursuant or relating to these Terms of Use will be in writing and will be sent by email to legal@​iqmetrix.​com. Email notices will be deemed given and received upon reply email confirming receipt.

Entire Agreement

These Terms of Use constitute the entire agreement and supersede all prior agreements and understandings, both oral and written.

No Third Party Beneficiaries

Nothing in these Terms of Use, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Terms of Use.

No Licenses

We grant to you only the rights and licenses expressly stated in these Terms of Use, and you receive no other rights or licenses with respect to products and services, trademarks, or any other property of iQmetrix.

Survival

The following sections shall survive the expiration or termination of this Agreement: ​“Posting User Content”, ​“Representations and Warranties”, ​“Indemnification”, ​“Disclaimers”, ​“Limitations of Liability”, ​“General Terms”.