Last modified: February 15, 2015
These Terms of Service (“Terms“) govern your access to and use of Qoofy Solutions Inc.'s (“Qoofy”, “we” or “our”) websites, services, and applications (collectively the “Service“). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
YOUR USE OF THE SERVICE
By accessing or using the Service you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.
You may use the Service only if you can form a binding contract with Qoofy, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. The Service may change from time to time as we evolve, refine or add more features to the Service, often without prior notice to you. In addition, Qoofy may temporarily or permanently stop providing the Service, or any features within the Service, to you or to users generally and may not be able to provide you with prior notice.
1. Definitions
"Authorized Users" means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by the company to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any Qoofy competitor.
"Customer Information" means all information and data (including receipts, expense details, location, images, and documents) or any other content in any media and format provided or made available to Qoofy by or on your behalf in relation to the use of the Services.
"Fair Use Policy" means the limits placed on usage as described in Section 2.4.
"Seat" means a single subscription associated with a single log-in to the Site, assigned to one Authorized User.
"Services" means the Qoofy online services made available via Qoofy’s proprietary software delivered through the Site and mobile applications that provide for a single log-in, centralized web or mobile dashboard that enables you and Authorized Users to perform collaborative data integration planning.
"Taxes" means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
2. Qoofy Services
2.1 Services and Support.
If you selected Qoofy Free services: During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for your personal or own business purposes, Qoofy shall use commercially reasonable efforts to make the Qoofy free services available to you. Qoofy will provide customers with standard email and phone support Monday to Friday from 9am to 5pm Pacific Time. Expected response times during support hours is 24 hours after a ticket has been submitted at support@Qoofy.com.
2.2 Updates and Functionalities.
You acknowledge that from time to time Qoofy may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Qoofy shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the "Updates").
2.3 Acceptable Use.
You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Information and of the means by which you acquired or generated Customer Information; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify Qoofy if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use a Seat; (c) sell, trade, or otherwise transfer your Seats to another party; (d) use the Services to store or transmit any content, including Customer Information, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
2.4 Fair Use Policy.
Qoofy may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of Qoofy.
2.5 Non-Exclusivity.
You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Qoofy’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
3. Intellectual Property
3.1 Qoofy Services.
As between you and Qoofy, Qoofy retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Qoofy’s rights or interests therein or any other Qoofy intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Qoofy. You may from time to time provide suggestions, comments or other feedback to Qoofy with respect to the Services ("Feedback"). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Qoofy notwithstanding anything else. You shall, and hereby do, grant to Qoofy a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
3.2 Customer Information.
You grant Qoofy a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 9.1) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Information for the purpose of supporting your use of the Services and providing Services to you. Qoofy may also use Customer Information for the purpose of supporting and developing the Site, provided that when doing so, Qoofy shall only use Customer Information in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Information and all intellectual property rights therein. Nothing in this Agreement will confer on Qoofy any right of ownership or interest in the Customer Information or the intellectual property rights there
3.3 Responsibility for Customer Information.
You are solely responsible for the Customer Information that you or Authorized Users upload, share or otherwise make available via the Services, and you agree that Qoofy is only acting as a passive conduit for the management and reporting process of that Customer Information. Qoofy will not review, share, distribute, or reference any Customer Information except as provided herein, as provided in Qoofy’s privacy policy or as may be required by law. Notwithstanding the foregoing, Qoofy retains the authority to remove any Customer Information uploaded that it deems in violation of this Agreement, at its sole discretion.
4. Term and Termination
4.1 Qoofy Free Services.
If you sign-up for a Qoofy Free account this Agreement shall commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services.
4.2 Termination.
If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Qoofy, Qoofy can terminate or suspend your Qoofy Account at our sole discretion. Qoofy will notify you by email or at the next time you attempt to access your account.
4.3 Effects of Termination.
Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by Qoofy; and (iii) you will pay Qoofy all unpaid amounts owing to Qoofy.
4.4 Survival.
Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
5. Warranty Disclaimer
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, QOOFY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QOOFY SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, QOOFY DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QOOFY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. Qoofy DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND QOOFY, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. QOOFY DOES NOT CONTROL OR VET CUSTOMER INFORMATION AND IS NOT RESPONSIBLE FOR WHAT UPLOAD, EXPENSE, OR SHARE THROUGH THE SERVICES. QOOFY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES. QOOFY EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY QOOFY OR ANYTHING RELATED TO QOOFY, YOU MAY CANCEL YOUR QOOFY ACCOUNT AND TERMINATE THIS AGREEMENT AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND QOOFY’S SOLE AND EXCLUSIVE LIABILITY).
6. Indemnification
6.1 Your Indemnification.
You shall defend, indemnify, and hold harmless Qoofy, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Information or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Information.
7. Limitation of Liability
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QOOFY’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. QOOFY DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QOOFY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL QOOFY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF QOOFY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF QOOFY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF QOOFY, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF QOOFY; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
8. General
8.1 Assignment.
You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Qoofy (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. Qoofy may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. Qoofy may also substitute, by way of unilateral novation, effective upon notice to you, Qoofy Technologies, Inc. for any third party that assumes our rights and obligations under this Agreement.
8.2 Amendment.
Qoofy reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Qoofy website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by Qoofy as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by Qoofy and you.
8.3 Severability.
Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
8.4 Notices.
For purposes of service messages and notices about the Services, Qoofy may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Qoofy to an email address associated with your account, even if Qoofy has other contact information. You also agree that Qoofy may communicate with you through your Qoofy account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Qoofy account or services associated with Qoofy. You acknowledge and agree that Qoofy shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Qoofy via email (support@Qoofy.com) with a duplicate copy sent via registered mail to Qoofy Solutions, Inc. 906 6833 Station Hill Drive Burnaby BC V3N 5E1. The email address provided may be updated as part of any update to these Terms of Service.
8.5 Waivers.
No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
8.6 Nature of Relationship.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
8.7 Force Majeure.
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
8.8 Governing Law.
This Agreement and your relationship with Qoofy shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British-Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
8.9 Entire Agreement.
The terms of this Agreement, together with any applicable Authorization Form, all exhibits, and Qoofy’s privacy policy and copyright policy, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to Qoofy for QOOFY accounts and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.