vCore Control Software

ORDER ACKNOWLEDGEMENT TERMS AND CONDITIONS
Last updated: December 15, 2022

  1. These Terms and Conditions describe the obligations of the entity (hereinafter, the “Company”) 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”).
  2. 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 agreement 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 Agreement is available on QSC's website at https://www.qsys.com/eula/vcore/.  Company has read and understands the License Agreement. If the Company is acting on behalf of the Commercial End-User, the Company represents that it has the authority to enter into the purchase order 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. Company shall make no statement, representation or claim, give no warranty to any person or Commercial End-Users in respect of the vCore Software, use/distribute any promotional material to promote sales of the vCore Software other than the material provided by QSC, incur any expenditure or other liability in the name of or for the account of QSC, except as expressly permitted in writing by QSC.
  3. The Company acknowledges and at all times agrees to act for the limited and exclusive purpose specified under these terms and conditions, together with any other agreement entered between the Company and QSC. The Company and QSC are independent parties and nothing in these terms and conditions read with any other agreement entered between the Company and QSC will be construed to make either party an employee, franchisee, joint venture, agent, partner or legal representative of the other party. None of the employees of the Company shall be deemed to be the employees or agents of QSC for any purpose whatsoever, and the Company shall solely be responsible for compliance with all applicable labor and other laws in relation to its employees, representatives and staff, including with respect to payment of compensation and any other costs in relation to their employment of its employees, staff, representatives and or agents.
  4. 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. 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. The exclusive warranty for the vCore Software is found in the License Agreement.
  5. 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.
  6. 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.
  7. 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. Sections 4, 6, 9, 10, 11, 12, 13, 17, 18, 19, 20, 21, 22 and 23 of the License Agreement will apply, mutatis mutandis, to the Company in the same manner as applicable to the Commercial End-User.
  8. 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.
  9. 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.
  10. The Company agrees to keep Commercial End-User related personal information confidential and will refrain from using, under any circumstances, the Commercial End-User related information for unsolicited marketing activities and shall use the same in compliance with the requirements of all applicable laws and regulations related to the protection of personal data.