Software License Agreement
(Last updated: December 15, 2022)
IMPORTANT: PLEASE READ CAREFULLY BEFORE USING THE vCORE SOFTWARE.
This Software License Agreement (this “Agreement”) is a legally enforceable contract between you (on behalf of a commercial enterprise), hereafter referred to as “you,” “Licensee,” or “End User”, and QSC, LLC (“QSC”) in order to authorize your download and to license your use of QSC’s vCore Control Software (“vCore Software”).
BY CLICKING THE ACCEPTANCE BUTTON THAT FOLLOWS THIS AGREEMENT, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE vCORE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT CAN ONLY BE ENTERED INTO BETWEEN QSC AND A COMMERCIAL ENTERPRISE SUCH AS A COMPANY OR OTHER LEGAL ENTITY. IF YOU ARE ACCEPTING THE AGREEMENT ON BEHALF OF A COMMERCIAL ENTERPRISE, YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO, AND TO MAKE THE REPRESENTATIONS AND WARRANTIES HEREIN.
- Documentation. A description of the vCore Software including its functional features and any technical requirements for use of the vCore Software are found in the documentation located at https://q-syshelp.qsc.com/#vCore/vCore_Overview.htm (“Documentation”). QSC reserves the right to add, modify or delete any contents, features and/or any technical requirements available in/relating to the vCore Software at any time at its sole discretion
- Grant of License. Provided that you have (i) legally accessed the location hosting the vCore Software and this Agreement, (ii) registered and are using a valid QSC Q-Sys ID, and (iii) subject to the terms and conditions of this Agreement, QSC grants you a non-exclusive, non-sublicensable, non-assignable (subject to Section 13) license solely for your internal business purposes, to: (a) install and run the vCore Software in accordance with the Documentation; (b) make a copy of the vCore Software, but only (i) as needed when transferring the vCore Software from a piece of equipment to another piece of equipment, and (ii) for archival purposes, which archival copy will include QSC’s copyright notice, along with a notice that the copy is for archival purposes only and is subject to the provisions of this Agreement; and (c) use the vCore Software only as permitted in the Documentation. QSC reserves all rights not expressly granted to you in this Agreement. QSC manages your use of the vCore Software using a license management tool and you understand that you will need access to the Internet for QSC to validate your license of the vCore Software.
- Installation and Activation of License. You may download a copy of the vCore Software prior to purchase and activation of a feature license. The vCore Software will have limited functionality until you purchase and activate a feature license to enable features described in the Documentation. You may purchase a feature license from QSC or one of its authorized third-party resellers. You will receive an entitlement ID (“EID”) after you purchase a feature license with which you will be able to activate the applicable features of the vCore Software. For further information about activation of your feature license, please visit https://q-syshelp.qsc.com/#Core_Manager/Core_Management/Licensing.htm. This Agreement is separate from and in addition to any purchase agreement relating to your purchase of a feature license which may contain additional terms. Transfer or assignment of the EID is prohibited without the express consent of QSC.
- Restrictions. You shall not, nor shall you permit, any other party to: (i) make copies of the vCore Software except as expressly set forth in this Agreement, or (ii) disassemble, decompile, reverse engineer, or translate any part of the vCore Software, or otherwise attempt to reconstruct or discover the source code of the vCore Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, or (iii) modify or create derivative works based upon the vCore Software, or (iv) externally distribute, or sublicense the vCore Software, or (v) rent, lease, lend, or use the vCore Software, or any part thereof, on behalf of third parties, or (vi) allow a third party to copy, access, or use the vCore Software (except as expressly provided in this Agreement), or (vii) alter or remove any copyright, trademark or other proprietary notice that may appear on the vCore Software, (viii) take any action that would cause the vCore Software to be placed in the public domain or become subject to an open-source license agreement; (ix) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by QSC in connection with the vCore Software; (x) directly or indirectly, instruct, induce, encourage, convince, or otherwise suggest or imply to any third party the use or configuration of the vCore Software, alone or in combination with any third-party product, system, software, service, or process, that infringes or otherwise violates any third-party patent or other intellectual property right; (xi) use the vCore Software for any purpose that is unlawful or prohibited by this Agreement; (xii) use the vCore Software in any manner which could damage, disable, overburden or impair the vCore Software or interfere with any other party's use and enjoyment of the vCore Software; or (xiii) use any kind of measures, mechanisms or tools (software or hardware) that could interfere with the functioning of the vCore Software.
- Support Services; Upgrades. Each feature license purchased shall include a defined period of maintenance and support for the vCore Software (“Initial Maintenance and Support Period”). During such Initial Maintenance and Support Period and any subsequent periods of maintenance and support services that you purchase, QSC will maintain and support the vCore Software as described below:
- Maintenance. QSC (directly or through authorized third parties) will provide the maintenance and support services for the vCore Software as described in Q-SYS Ecosystem Support Policy and the Q-SYS 24x7 Emergency Support Policy.
- Self-Help Portal. QSC provides information and access to discussions regarding the vCore Software through the Q-SYS Self Help Portal.
- Ownership. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. By downloading and using the vCore Software, you acknowledge that as between you and QSC, QSC is the owner of all right, title, and interest in and to the vCore Software (including all applicable intellectual property rights therein). You acknowledge that such ownership of QSC shall include all intellectual property rights arising from any suggestions, enhancement requests, recommendations or other information provided by you, whether in the course of use of the vCore Software or otherwise. The structure, sequence and organization, algorithms, code, and programming techniques of the vCore Software include the valuable trade secrets and confidential information of QSC and its licensors. vCore. You will take no actions, which adversely affect QSC’s intellectual property rights in the vCore Software and the Documentation. This Agreement is a license and not an agreement for sale of intellectual property. No title to, or ownership of, the intellectual property rights in the vCore Software or Documentation, is transferred to you.
The term of this Agreement begins on the date you download the vCore Software and continues until this Agreement is terminated in accordance with this Section 7.
7.1 You may terminate this Agreement at any time by destroying the vCore Software and Documentation together with all copies and merged portions in any form.
7.2 Termination for Cause: QSC may terminate this Agreement effective immediately if: (a) you materially breach any provision of this Agreement and do not cure that breach within 10 days of notice from QSC (without the need for further notice unless a longer period is required by applicable law); (ii) you materially breach any provision of this Agreement in a manner that cannot be cured; or (iii) you terminate or suspend your business.
7.3. Effect of Termination: Upon termination of this Agreement: (i) all feature licenses and EIDs granted to you relating to the vCore Software will immediately end; and (ii) you must stop use of the vCore Software, and delete or destroy all copies of the vCore Software, Documentation, and EIDs in your possession or under your control. Any provision of this Agreement that, by its nature and context is intended to survive the termination of the Agreement, will survive, including but not limited to Sections 4, 6, 7, 8, 9, 10, 12, 16, 19, 21, 22, 23. Except as expressly provided in this Agreement, or as required by applicable law or regulation, termination of this Agreement will not entitle you to any refunds, credits, or exchanges.
- Indemnification. You agree to defend, indemnify, and hold QSC and its affiliates harmless from all liabilities, claims, losses, costs and expenses, including reasonable attorneys’ fees, that arise from (a) your use of, or activities in connection with the vCore Software; (b) any violation of this Agreement by you; or (c) any allegation that any content that you make available via the vCore Software infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. QSC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with QSC in asserting any available defenses.
9.1 QSC warrants that for a period of ninety (90) days following activation of a feature license, the vCore Software will substantially conform to the Documentation, provided that the Software: (i) has been properly installed and used at all times in accordance with the Documentation; and (ii) has not been modified or added to by persons other than QSC or its authorized representative. To the extent permitted by law, your sole and exclusive remedy and QSC’s sole liability in connection with this warranty will be, at QSC’s sole option, replacement of the vCore Software, providing an update to the vCore Software that corrects any reproducible error in the vCore Software that you report to QSC in writing. If we are unable to correct the error or replace the Software, you may request a pro-rata refund of any fees paid for the activation of the feature license from the entity from whom you purchased the feature license, and that feature license will terminate.
9.2 Disclaimer of Warranty. OTHER THAN THE LIMITED WARRANTY PROVIDED IN SECTION 9.1 ABOVE, THE vCORE SOFTWARE IS PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON- INFRINGEMENT OR THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SET FORTH IN THIS SECTION OF THE AGREEMENT, QSC MAKES NO WARRANTY REGARDING THE SUITABILITY, FUNCTIONALITY OR OPERATION OF THE vCORE SOFTWARE. WITHOUT LIMITATION, QSC DOES NOT WARRANT THE PERFORMANCE LEVEL, RESULTS OR CAPACITY OF THE vCORE SOFTWARE WHEN OPERATED ON ANY HARDWARE OR IN CONJUNCTION WITH ANY THIRD-PARTY PROGRAMS OR PROCESSES. QSC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE vCORE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE vCORE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DEFECTS IN THE vCORE SOFTWARE WILL BE CORRECTED. FURTHERMORE, QSC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE vCORE SOFTWARE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ITS CORRECTNESS, ACCURACY OR RELIABILITY. THE USE OF THE vCORE SOFTWARE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OR IN CONNECTION WITH THE vCORE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU ASSUME THE RESPONSIBILITY FOR SELECTION OF THE vCORE SOFTWARE TO ACHIEVE THE RESULTS INTENDED AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE USE OF THE vCORE SOFTWARE.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL QSC OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE vCORE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF QSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWSOEVER CAUSED OR ARISING AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY. QSC'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE GREATER OF (i) THE AMOUNTS PAID TO QSC FOR THE vCORE SOFTWARE HEREUNDER GIVING RISE TO THE CLAIM IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM; OR (ii) FIVE HUNDRED US DOLLARS ($500). THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THIS AGREEMENT BY QSC. QSC DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS RESELLERS, INTEGRATORS, OR SUPPLIERS.
California law applies to this Agreement and the above limitation will apply to you, unless you are located in a state or foreign jurisdiction that does not allow the application of limitation of liability provisions or other exclusions even under foreign law.
Local Law Provisions:
IF ANY OR ALL THE FOREGOING LIMITATIONS ON LIABILITY ARE DETERMINED TO BE INVALID BY A COURT OR OTHER ADJUDICATIVE BODY WITH JURISDICTION OVER THIS AGREEMENT OR A DISPUTE BETWEEN THE PARTIES, THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO CLAIMS AS TO WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS OR EXCLUSIONS. In that case QSC’s liability shall be limited to the greatest extent permitted by applicable law.
Germany. With respect to Licensees domiciled in Germany:
AS DESCRIBED BEFORE, SOLELY IN THE EVENT THAT, PURSUANT TO APPLICABLE LAW, THE FOREGOING LIABILITY EXCLUSION, LIMITATIONS, OR BOTH ARE DETERMINED TO BE INVALID, THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO CLAIMS: (I) BASED ON A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) FOR PERSONAL INJURY OR DEATH; OR (III) AS TO WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS OR EXCLUSIONS.
IN THE EVENT OF A SLIGHT NEGLIGENT INFRINGEMENT OF AN OBLIGATION WHICH IS MATERIAL FOR THE ACHIEVEMENT OF THE PURPOSE OF THE AGREEMENT (CARDINAL OBLIGATION), THE LIABILITY OF THE PARTIES SHALL BE RESTRICTED TO THE MAXIMUM FORESEEABLE AND TYPICAL DAMAGE. ANY FURTHER LIABILITY FOR SLIGHT NEGLIGENCE SHALL BE EXCLUDED. THE AFOREMENTIONED RESTRICTION OF LIABILITY SHALL ALSO APPLY TO THE PERSONAL LIABILITY OF THE EMPLOYEES, REPRESENTATIVES AND BODIES OF THE PARTIES.
- Basis of Bargain. YOU ACKNOWLEDGE THAT QSC HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
- Third Party Software. vCore Software may contain components that are owned by third parties and licensed by QSC. You acknowledge that some of these components may be licensed under open-source licenses. QSC may provide a list of such components for a particular version of the vCore Software upon your written request and the licenses under which these components are available. To the extent the terms of the licenses applicable to such components prohibit any of the restrictions in this Agreement, such restrictions will not apply to such components. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any open-source license. YOU ACKNOWLEDGE THAT QSC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF ANY SUCH COMPONENT.
- No Assignment. Unless otherwise permitted by applicable law, you may not transfer or assign the vCore Software or this Agreement to another party without the prior written consent of QSC. If such consent is given and you transfer or assign the vCore Software and/or this Agreement, then you must at the same time either transfer all copies of the vCore Software and Documentation to the same party or destroy any such materials not transferred. Except as set forth above, you may not transfer or assign the vCore Software or your rights under this Agreement. QSC may transfer or assign this Agreement and its rights in the vCore Software at any time.
- Export Restrictions. You agree that the vCore Software may not be shipped, transferred, or exported into any country or used in any manner prohibited by U.S. and non-U.S., including but not limited to EU, UK and Swiss, export control and trade sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (Title 15 of the U.S. Code of Federal Regulations Part 730 et seq.) International Traffic in Arms Regulations (Title 22 of the U.S. Code of Federal Regulations Part 120 et seq.), and U.S. trade sanctions regulations (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.) (together “Trade Restrictions”). Sale, export, re-export, transfer, diversion or otherwise disposal of goods, software and technology to restricted countries such as but not limited to the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria are strictly forbidden. You will comply with all such applicable Trade Restrictions relating to the performance of your obligations under the Agreement. In addition to and without limitation to the foregoing, you agree that no software, technology and technical data supplied under this Agreement will be exported, re-exported, sold, distributed or otherwise transferred to any territory, person, or entity, or organization, or for any use described below, if not permitted, or without first obtaining all necessary written consents, permits and authorizations, if permitted, and completing such formalities as may be required under applicable Trade Restrictions, and then only with the prior written authorization of QSC: (a) any territory to which the export of the software, technology or technical data in question would require a license or other authorization from the government of the U.S., of any EU Member State, United Kingdom or Switzerland; (b) any person or entity or organization listed on U.S., EU, UK or Swiss restricted parties lists, including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons (“SDN List”); or any party listed on any other U.S., EU, UK or Swiss restricted parties lists, including, without limitation, the U.S. Department of Commerce’s List of denied Persons and Entities (15 CFR Parts 744 and 756); the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions (“EU List”); or any person or entity fifty percent (50%) or more owned or controlled by, or acting on behalf for or on the instruction of, one or more such parties; and (c) any use in connection with the design, development, production, handling, operation, maintenance, storage, detection, identification, dissemination or use of nuclear, chemical or biological weapons or missile delivery systems therefor or for any use for use in a military, law enforcement, or intelligence medical facility. You will not commit or omit any act that would cause QSC to be in breach of applicable Trade Restrictions, and shall protect, indemnity and hold harmless QSC from any claim, damages, liability, costs, fees and expenses incurred by QSC as a result of your failure or omission to comply with such applicable Trade Restrictions. This provision will survive termination and cancellation of this Agreement.
- United States Government Restricted Rights Legend. All technical data and computer software is commercial in nature and developed solely at private expense. Use, duplication or disclosure of the vCore Software by the U.S. Government is subject to “Restricted Rights”, as that term is defined in the Department of Defense (“DOD”) Supplement to the Federal Acquisition Regulations (“DFARS”) in paragraph 252.227-7013(c)(1)(ii) if to the DOD; or, if the vCore Software is supplied to any unit or agency of the U.S. Government other than DOD, the Government's rights in the vCore Software shall be as defined in subparagraphs (c)(1) or (c)(2) of FAR 52.227-19, Commercial Computer Software -Restricted Rights; or FAR 52.227-14, Rights in General Data Alternative III, as applicable. You agree not to remove or deface any portion of any legend provided on any licensed program or documentation delivered to you under this Agreement. Contractor/Manufacturer: QSC, LLC, 1675 MacArthur Blvd., Costa Mesa, CA 92626 USA (Tel. 714-754-6175).
- Data Collection. Any data that identifies an individual that is collected by QSC in the process of registration, activating, verifying your compliance with this Agreement, updating or upgrading the vCore Software, and when technical support is provided by QSC shall be used and managed in accordance with QSC’s data collection and privacy policies which are described at https://www.qsc.com/privacy-policy/.
- Force Majeure. QSC shall not be liable for any loss resulting from a cause over which QSC does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities, telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. QSC is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the vCore Software if such damage is caused by force majeure as described herein.
- Equitable Relief. You acknowledge that any use of the vCore Software or Documentation in a manner inconsistent with this Agreement will cause immediate irreparable harm to QSC for which there is no adequate remedy at law. Notwithstanding the provisions contained in Section 19 hereof, you agree that QSC will be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such misuse or threatened misuse by you.
- Governing Law; Venue. You agree that this Agreement shall be governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Agreement. Any controversy, claim or dispute arising out of or relating to this Agreement that cannot be resolved by amicable discussion, shall be settled through binding arbitration administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules. The arbitration shall be conducted in Orange County, California. The award and any order of the arbitrators shall in writing, in the English language, and shall be final and binding on all parties to such arbitration. The arbitrator(s) shall have no power or authority to award special, incidental, consequential, exemplary, punitive or other indirect damages that would be inconsistent with this Agreement. All aspects of the arbitration and any award shall be confidential. Except as may otherwise be required by local law, Customer hereby irrevocably consents to the jurisdiction and venue of the federal and state courts located in Orange County, California with respect to any dispute between the parties that is not subject to arbitration under this Agreement. If the vCore Software is acquired outside the United States, mandatory provisions on local law that cannot be excluded may be applicable to this Agreement.
- Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
- Entire Agreement; Order of Precedence. This Agreement together with any additional, non-conflicting requirements in QSC’s order acknowledgment, and the Documentation set forth the entire understanding and agreement between you and QSC, supersedes all prior agreements, whether written or oral, with respect to the vCore Software. QSC reserves the right to change/revise the provisions of this Agreement under which the vCore Software is offered, including but not limited to the charges, if any, associated with the use of the vCore Software. This Agreement may be further modified based on changes in the business, legal and regulatory requirements and will be updated online. QSC will notify you whenever any change to this Agreement is made. You are encouraged to periodically visit this page to review the provisions of this Agreement and any changes to it. In the event of a conflict between the terms and conditions of the Documentation, this Agreement, or the requirements in QSC’s order acknowledgment, the order of precedence in shall be, in descending order, (i) this Agreement, (ii) the order acknowledgment and related terms and conditions, and (iii) the Documentation.
- Waiver. Failure or delay on the part of QSC to exercise any right, power, privilege, or remedy will not constitute a waiver of, or bar the later exercise of, that or any other right, power, privilege, or remedy of QSC.
- No Strict Interpretation. No rule of strict construction shall apply against or in favor of either party in the construction and interpretation of this Agreement.
Q-SYS vCore Control Software
ORDER ACKNOWLEDGEMENT TERMS AND CONDITIONS
- These Terms and Conditions describe the obligations of the entity that has submitted an order to purchase one or more entitlements (“Order”) that allows for activation of feature licenses for QSC’s vCore Control Software (“vCore Software”), hereinafter, the “Company”.
- If Company is an authorized QSC reseller, distributor, or integrator, Company may resell the vCore Software purchased under this Order only to Commercial End-Users, and any such resale must be made subject to the Commercial End-User’s acknowledgment of and agree-ment to the vCore Software License Agreement (“License Agreement”) included with the vCore Software. “Commercial End-User” means a business entity, group or individual that acquires the vCore Software solely for its internal business purposes. The License Agree-ment is available on QSC's website at www.qsys.com/eula/vcore/. Company has read and understands the License Agreement. If the Company is acting on behalf of the Commer-cial End-User, the Company represents that it has the authority to enter into the purchase or-der on the Commercial End-User’s behalf and bind such Commercial End-User to these terms and conditions. If Company is not an authorized QSC reseller, distributor, or integrator, Company shall not resell the vCore Software purchased under this Order to any other party.
- A functional description of the vCore Software and the technical requirements for use of the vCore Software are found in the documentation located at https://q-syshelp.qsc.com/#vCore/vCore_Overview.htm (“Documentation”). The vCore Software descriptions in the Documentation are to be understood exclusively as descriptions and not as a guarantee or warranty. The exclusive warranty for the vCore Software is found in the License Agreement.
- If the delivered vCore Software is defective, QSC will provide the remedy in the warranty found in the License Agreement. If a Commercial End User is entitled to a pro rata refund of the fees paid to Company for activation of a feature license, Company shall refund that pro rata amount to the Commercial End-User, and may request a pro rata refund of the fee Company paid to QSC pursuant to the order for the applicable entitlement along with documentation sufficient to demonstrate payment of the pro rata refund to the Commercial End User.
- If Company resells the vCore Software to a Commercial End-User, Company will provide the maintenance and support services to the Commercial End-User described in the Q‑SYS Ecosystem Support Policy and the Q‑SYS 24x7 Emergency Support Policy. Company has read and understood the scope of the policies referenced above.
- The License Agreement will take precedence over these Terms and Conditions. In case of any discrepancy between these Terms and Conditions and the provisions of any other Agreement between Company and QSC with respect to the vCore Software, these Terms and Conditions will prevail.
- Company represents and warrants that it is aware of and agrees to comply with any laws or regulations that apply to any and all of Company’s performance of its obligations relating to the use and resale (if permitted hereunder) of the vCore Software, related feature licenses, and the provision of maintenance and support services relating to the vCore Software. Any failure by Company to comply with any such applicable laws shall constitute grounds for termination of Company’s ability to continue any such business relating to the vCore Software.
- In addition to any other indemnification obligation that Company may have towards QSC under other agreements, Company shall defend, indemnify and hold harmless QSC (including any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, and their respective officers, directors, employees and agents) from and against any and all claims arising out of or related to Company’s failure to comply with its obligations under these Terms & Conditions, including its obligations to comply with all applicable laws and regulations.