Terms of Service: Q-SYS Channel Partner Hub
Last Updated: November __, 2022
Welcome to the Q-SYS® Channel Partner Hub provided by QSC, LLC and its affiliates (“QSC,” “we,” “us,” or “our”). Please read these terms of service (these “Terms”) carefully as they form a contract between QSC and you that governs your access and use of: the Q-SYS Channel Partner Hub located at ccp.qsys.com, including any QSC Content, QSC Tools, and any other content, code, or materials available through the Q-SYS Channel Partner Hub Platform (collectively, the “Platform”). If you are using the Platform on behalf of a company or other entity, you represent that you have the ability to bind such company or other entity to these Terms.
If you have any questions about these Terms or the Platform, please contact us at [email protected]. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy at https://www.qsys.com/privacy‐policy/.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with QSC for specific products, services or otherwise ("Additional Terms"). In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will govern.
1. Acceptance of Terms; Changes to Terms
BY CLICKING THE CHECK BOX INDICATING YOUR AGREEMENT TO THESE TERMS, OR OTHERWISE ACCESS OR USING THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE PLATFORM.
Please note that QSC reserves the right to update and change these Terms from time to time in its sole discretion. Please check these Terms periodically for changes. Your continued use of the Platform following the posting of any changes to these Terms will confirm your acceptance of those changes. A current copy of these Terms can be accessed and viewed at any time at https://www.qsys.com/terms-and-conditions/cpp/.
2. Registration
Prior to obtaining access to the Platform, you will be required to obtain an account with QSC (become a “Registered User”) by completing a registration form with your QSC ID. Until you are approved by QSC to become a Registered User, in QSC's sole discretion, you will not have access to the Platform. When registering with QSC you must: (a) provide true, accurate, current and complete information about yourself as requested by the Platform (such information being the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. QSC may withdraw such approval at any time in its sole discretion, with or without cause.
You must not authorize any third party to access or use the Platform on your behalf, unless we provide an approved mechanism for such use. You must contact us right away if you suspect misuse of your account or any security breach in the Platform. You are responsible for all activities that take place with your account. QSC will not be liable for any loss or damage arising from any unauthorized use of your accounts.
3. Access and use of the Platform
Subject to your compliance with these Terms, you may use the Platform, on a non-exclusive basis, solely in strict compliance with these Terms, any policies and any written or electronic documentation provided or made available by QSC (“Documentation”) and all applicable laws. QSC reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Platform at any time. We may add or remove functionalities or features of the Platform.
You must immediately notify QSC in writing of any unauthorized use of any account or the Platform that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide QSC with such cooperation and assistance related to any such unauthorized use as QSC may reasonably request.
4. Use of QSC Content and QSC Tools
The Platform may allow the ability to access and download certain QSC Content and QSC Tools, either directly on the Platform, or by linking out to a third-party repository. If license (e.g., an open source license agreement) accompanies the applicable QSC Content or QSC Tools, the terms of that license will govern your use of the QSC Content or QSC Tools, as applicable. If no license terms accompany the QSC Content or QSC Tools, then QSC grants you a nonexclusive, nontransferable, nonsublicensable, revocable, and limited license to use the QSC Content and QSC Tools for your internal business purposes, at all times in accordance with any applicable Documentation. “QSC Content” means any articles, white papers, webinars, RSS feeds, newsletters, documentation, books, publications, resources and sample code owned by QSC and made available by QSC through the Platform. “QSC Tools” means any tools and toolkits owned by QSC and made available by QSC through the Platform.
5. Submitted Content
If you submit requests, files, or other content (collectively, “Submitted Content”) to QSC, you hereby grant to QSC a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free right, to use the Submitted Content to provide the products and services through the Platform, or as otherwise permitted by these Terms.
You represent and warrant that: (a) you have all the rights in the Submitted Content necessary for you to grant the rights in these Terms; and, (b) the storage, use or transmission of the Submitted Content doesn't violate any law or these Terms or infringe or violate the intellectual property, publicity, privacy or other rights of any third party.
You will: (i) be solely responsible for the nature, quality and accuracy of the Submitted Content; (ii) ensure that the Submitted Content (including the storage or transmission thereof) complies with these Terms, your policies, and any and all applicable laws, and regulations. QSC will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Submitted Content.
By using the Platform on behalf of your organization, you represent and warrant that you have all necessary rights and approvals to submit the Submitted Content to QSC on behalf of your organization, and that you have been duly authorized by your organization to bind your organization to any purchase orders or other agreement requested through the Platform.
6. Acceptable Use
You must not use the Platform to harm others, the Platform or any services provided through the Platform. For example, you must not use the Platform to harm, threaten, or harass another person, organization, or QSC. You must not: damage, disable, overburden, or impair the Platform (or any network connected to the Platform); resell or redistribute the Platform or any part of it; use any unauthorized means to modify, reroute, or gain access to the Platform or attempt to carry out these activities; or use any automated process or Platform (such as a bot, a spider, or periodic caching of information stored by QSC) to access or use the Platform. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) modify, alter, tamper with, repair or otherwise create derivative works of any software used in connection with or distributed through the Platform;
(b) reverse engineer, disassemble or decompile the software used to provide or access the Platform or attempt to discover or recreate the source code used to provide or access the Platform, except and only to the extent that the applicable law expressly permits doing so;
(c) use the Platform in any manner or for any purpose other than as expressly permitted by these Terms, any Additional Terms, any Documentation or any other policy, instruction or terms applicable to the Platform that are available on or through the Platform;
(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Platform to any third party;
(e) remove, obscure or alter any proprietary rights notice pertaining to the Platform or any part of the Platform;
(f) access or use the Platform in a way intended to exceed usage limits or quotas;
(g) use the Platform in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Platform could lead to death, personal injury, or physical property or environmental damage;
(h) use the Platform to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Submitted Content, such as Submitted Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Submitted Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(i) interfere with or disrupt servers or networks used by QSC to provide the Platform or used by other users to access the Platform, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of the Platform;
(j) access or attempt to access QSC’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(k) cause, in QSC’s sole discretion, inordinate burden on the Platform or QSC’s system resources or capacity; or
(l) share passwords or other access information or devices or otherwise authorize any third party to access or use the Platform.
We encourage you to report conduct or content that you believe violates these Terms. Please contact us at [email protected].
7. Suspension and Termination of Customer's Use of The Platform
You may stop using the Platform at any time. We reserve the right, to temporarily suspend or terminate your access to the Platform or services provided through the Platform at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Platform or services provided through the Platform for: (a) the actual or suspected violation of these Terms; (b) the use of the Platform in a manner that may cause QSC to have legal liability or disrupt others’ use of the Platform; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in QSC’s determination, the suspension might be indefinite and/or QSC has elected to terminate your access to the Platform, QSC will use commercially reasonable efforts to notify you through the Platform. You acknowledge that if your access to the Platform is suspended or terminated, you may no longer have access to the Submitted Content that is stored with the Platform or the QSC Content or QSC Tools.
QSC will have no obligation to maintain, and may delete, any data stored in your account 30 days following the termination of these Terms or the expiration of your subscription.
The following Sections will survive any termination of these Terms: 5 (Submitted Content), 6 (Acceptable Use); 7 (Suspension and Termination), 9 (QSC Proprietary Rights), 10 (Indemnification), 11 (No Warranty), 12 (Limitation of Liability), 15 (Choice of Law and Forum),16 (Notice to QSC), 18 (Dispute Resolution; Binding Arbitration); and 19 (General Provisions).
8. Additional Terms May Apply.
These Terms apply only to the Platform. QSC products and services may be provided to you through the Platform pursuant to separate agreements. If a QSC product or service is provided without additional terms, that product or Platform is provided "AS-IS" with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk. Any Additional Terms will take precedence over these Terms. In case of any discrepancy between these Terms and the provisions of any other agreement between you and QSC with respect to the Platform, these Terms will prevail.
9. QSC Proprietary Rights
As between QSC and you, QSC or its licensors own and reserve all right, title and interest in and to the Platform (including the QSC Content and QSC Tools) and all hardware, software and other items used to provide the Platform, other than the rights explicitly granted to you to use the Platform in accordance with these Terms. All rights not explicitly granted to you are reserved by QSC. No title to or ownership of any proprietary rights related to the Platform is transferred to you pursuant to these Terms. In the event that you provide comments, suggestions and recommendations to QSC with respect to the Platform (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Platform) (collectively, “Feedback”), you hereby grant to QSC a world-wide, royalty-free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Platform.
10. Indemnification
IN ADDITION TO ANY OTHER INDEMNIFICATION OBLIGATION THAT YOU OR YOUR OGRANIZATION MAY HAVE UNDER ANY ADDITIONAL TERMS, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS QSC AND ITS AFFILIATES, AGENTS, AND THIRD PARTIES, AND ITS AND THEIR EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS (THE “QSC PARTIES”) FROM ALL DAMAGES, LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, THAT ARISE FROM (A) YOUR USE OR MISUSE OF THE PLATFORM, (B) YOUR USE OF ANY THIRD-PARTY MATERIALS, OR (C) YOUR SUBMITTED CONTENT, INCLUDING ANY INFRINGEMENT OR MISAPPROPRIATION CLAIMS RELATED THERETO. 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 AGREE TO COOPERATE WITH QSC IN ASSERTING ANY AVAILABLE DEFENSES. YOU MAY NOT SETTLE ANY CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF QSC IN EACH CASE.
11. No Warranty
THE PLATFORM (INCLUDING ALL QSC TOOLS AND QSC CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY BY QSC OF ANY KIND, AND QSC HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation of Liability
IN NO EVENT WILL QSC OR ANY OF THE QSC PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF QSC OR ANY OF THE QSC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF ANY REMEDY PROVIDED UNDER THESE TERMS AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PROHIBIT SUCH EXCLUSIONS AND LIMITATIONS, IN NO EVENT WILL QSC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100 USD).
QSC does not assume and will not have any liability arising from events beyond QSC’s control or the control of its subcontractors, business partners or licensors, including events such as acts of God, acts of any governmental entity, acts of a public enemy, strikes, natural disasters, or failure or diminishment of power or telecommunications or data networks or services.
To the fullest extent permitted by applicable law, you release QSC and its affiliates and subsidiaries from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. Consent to Electronic Communications and Solicitation.
By registering with QSC, you understand that we may send you communications regarding the use of the Platform including but not limited to (a) notices about your use of the Platform, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding QSC’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
14. U.S. Government Restricted Rights
Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in these Terms, and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable.
15. Choice of Law and Forum
These Terms are governed by and construed in accordance with the laws of the State of California and applicable United States federal law, without reference to "conflicts of laws" provisions or principles. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are excluded. Subject to Section 19, the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Platform will lie exclusively in, or be transferred to the courts of Orange County, California; and you will submit to the exercise of personal jurisdiction of such courts for the purpose of adjudicating any such claim or action. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
16. Notice to QSC
Any notice or other communication given by you to QSC regarding these Terms shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (c) when received by QSC if sent by certified or registered mail, return receipt requested, postage prepaid or by reputable international courier requiring signature for receipt, addressed to QSC at its notice address. QSC’s notice address is:
QSC, LLC
ATTN: Legal Department
1675 MacArthur Boulevard
Costa Mesa, CA 92626
Email: [email protected]
17. Digital Millennium Copyright Act
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide QSC’s DMCA administrator the written information specified below, as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2).
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located in the Platform;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- Your electronic or physical signature.
QSC's DMCA administrator for notice of claims of copyright infringement on the Platform can be reached as follows:
DMCA Administrator
Legal Department
QSC, LLC
1675 MacArthur Boulevard
Costa Mesa, CA 92626
Email: [email protected]
18. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with QSC and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and QSC agree that any dispute arising out of or related to these Terms or the Platform (including any QSC Tools, QSC Content, Submitted Content, or other content) is personal to you and QSC and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Dispute Resolution. Except for disputes in which you or QSC seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and QSC waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Platform resolved in court. Instead, the parties shall attempt in good faith to resolve any dispute hereunder pursuant to this Section. Either party may initiate negotiations by providing notice to the other party, setting forth the subject of the dispute. Only if the dispute is not resolved through negotiation within thirty (30) days thereafter, may either party initiate an arbitration of that dispute and then only in accordance with this Section. Each such unresolved dispute shall be decided by binding arbitration administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The arbitration shall be conducted in Orange County, California. 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 these Terms. All aspects of the arbitration and any award shall be confidential. Notwithstanding anything else, either party may seek equitable remedies from a court of competent jurisdiction and, if the disputes are urgent, seek provisional equitable remedies without following the informal dispute resolution provisions of this Section.
You and QSC agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA and these Terms, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Any claim arising out of or related to these Terms or our Platform must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and QSC will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 18 by notifying QSC in writing at the following address: ATTN: Legal Department, 1675 MacArthur Boulevard, Costa Mesa, CA 92626. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.
If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.
19. General Provisions
Except as otherwise specified herein, these Terms constitute the entire agreement between you and QSC with respect to your use of the Platform and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and QSC with respect to use of the Platform. QSC may assign these Terms to a third party. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you to a third party, except that these Terms may be assigned, without the consent of QSC, as part of a merger, or sale of substantially all your assets. Any rights not otherwise expressly granted by these Terms are reserved by QSC and its affiliates. The failure of QSC to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any part of these Terms is held invalid or unenforceable by a court of competent jurisdiction that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The official language of these Terms is English. If there is a conflict between the English language version and any translation, the English language version will control. Any breach by a party of these Terms or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.