|
These terms of use govern your use of the
public portions of the Quorum Review website located at www.quorumreview.com
(the "Website"). If Quorum Review has provided you with a username and password
that allow you to access the secure portions of the Website, there are separate
terms and conditions that govern your use of those secure portions of the
Website. By using the public portions of this Website, you will have accepted
and agreed to be bound by these terms and conditions.
License and Use of the Website. Quorum Review hereby
grants you a nonexclusive, nontransferable license to access, view and use the
Website via the Internet and to view and download a copy the materials,
information and documents posted on the public portions of the Website (the "QR
Content") for your internal business purposes or your personal information. You
agree to comply with all applicable laws and regulations with respect to use of
the Website and the QR Content. This license only grants to you the right to
use the Website and the QR content, and you do not acquire any right of
ownership or title in it. All right, title and interest in and to the Website
and the QR Content will at all times remain in Quorum Review.
Restrictions. Your right to use the Website and QR
Content is personal to you. You may not: (i) use, copy or disclose the Website
or the QR Content except as permitted by this Agreement; (ii) use the Website
or the QR Content for time-sharing, rental or service bureau purposes; (iii)
modify, reverse engineer, decompile or disassemble any part or all of the
Website or QR Content; or (iv) create or attempt to create derivative works
based on or of the Website or the QR Content, in whole or in part.
Indemnification. You shall indemnify Quorum Review,
its directors, employees, agents and licensors against, and hold them harmless
from, any and all lawsuits, claims, expenses (including reasonable attorneys'
fees), settlements, damages, judgments and the like arising from your use of
the Website and/or the QR Content.
Injunctive Relief. You agree that, if you breach or
threaten to breach this Agreement in any manner, Quorum Review may suffer
irreparable damage, money damages will be inadequate, and Quorum Review shall
be entitled to preliminary and other injunctive relief by a court of competent
jurisdiction against any such breach or threatened breach, without having to
wait for you to cure a breach and without having to post a bond or other
security. Such injunctive relief shall be in addition to, and in no way in
limitation of, any and all other remedies Quorum Review may have in law or
equity, or under this Agreement, for the enforcement of this Agreement.
Warranties and Disclaimers of Warranties.
QUORUM
REVIEW AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE
WEBSITE OR THE QR CONTENT, INCLUDING WITHOUT LIMITATION THE SUITABILITY OF THE
QR CONTENT AND OTHER INFORMATION CONTAINED ON THIS WEBSITE FOR ANY PURPOSE.
YOUR ACCESS TO AND USE OF THE WEBSITE, SUCH CONTENT AND OTHER INFORMATION ARE
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. QUORUM REVIEW AND/OR ITS
LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE
WEBSITE, THE QR CONTENT AND OTHER INFORMATION, INCLUDING WITHOUT LIMITATION ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NONINFRINGEMENT, AND AVAILABILITY.
QUORUM REVIEW AND ITS LICENSORS DO NOT WARRANT THE ACCURACY OF ANY CONTENT OR
OTHER INFORMATION CONTAINED ON THE WEBSITE. FURTHER, QUORUM REVIEW DOES NOT
WARRANT THAT: THE WEBSITE AND ITS CONTENT WILL MEET YOUR REQUIREMENTS; THE
WEBSITE AND ITS CONTENT, INCLUDING WITHOUT LIMITATION ITS OPERATION, OR THE
SERVICES WILL BE ERROR-FREE; OR ALL DEFECTS WILL BE CORRECTED. QUORUM REVIEW
ALSO DOES NOT WARRANT THAT THE WEBSITE AND ITS CONTENT WILL FUNCTION PROPERLY
IN COMBINATION WITH YOUR EQUIPMENT.
QUORUM REVIEW DOES NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING WILL BE
FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS
CONTAMINATING OR DESTRUCTIVE PROPERTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE FOREGOING
DISCLAIMERS SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY THE WARRANTIES THAT MAY
HAVE BEEN PROVIDED BY QUORUM REVIEW UNDER ANY SERVICES AGREEMENT WITH YOU.
Limitation of Remedies and Limitation of
Liabilities.
YOUR
SOLE AND EXCLUSIVE REMEDY FROM YOUR INABILITY TO USE OR ACCESS THE WEBSITE OR
THE QR CONTENT, DEFECTS IN THE WEBSITE, OR ANY OTHER MATTER ARISING FROM YOUR
USE OF OR INABILITY TO USE THE WEBSITE OR THE QR CONTENT SHALL BE THAT QUORUM
REVIEW SHALL USE REASONABLE EFFORTS TO PROVIDE TO YOU WITH A COPY OF THE QR
CONTENT IN AN ELECTRONIC FORMAT COMPATIBLE WITH MICROSOFT CORPORATION'S
THEN-GENERALLY AVAILABLE VERSION OF WORD OR A PAPER COPY OF THE CONTENT, IN
QUORUM REVIEW'S SOLE DISCRETION.
YOU ARE RESPONSIBLE FOR THE SELECTION OF SOFTWARE TO SATISFY YOUR REQUIREMENTS,
FOR YOUR DATA, AND FOR THE DATA AND OTHER RESULTS OBTAINED, AND CONCLUSIONS
DRAWN, FROM OPERATION OF THE WEBSITE. QUORUM REVIEW AND ITS LICENSORS WILL HAVE
NO LIABILITY TO YOU, THIRD PARTIES OR RELATED PARTIES IN CONNECTION WITH THE
USE OF SUCH DATA, RESULTS AND CONCLUSIONS, OR ARISING OUT OF ANY USE OF THE
WEBSITE OR THE CONTENT, AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR ACTS OR
OMISSIONS WHICH MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO MALPRACTICE,
FAILURE TO WARN, NEGLIGENCE OR ANY OTHER BASIS.
IN ADDITION, ACTIONS OR INACTIONS OF THIRD PARTIES MAY RESULT IN SITUATIONS IN
WHICH YOUR INTERNET CONNECTION, USE OF THE WEBSITE, THE CONTENT OR OTHER
INFORMATION MAY BE IMPAIRED, DISRUPTED OR DAMAGED. QUORUM REVIEW DOES NOT AND
CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, AND SO DISCLAIMS ANY
AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH ACTIONS OR INACTIONS.
IN NO EVENT SHALL QUORUM REVIEW OR ITS SUPPLIERS BE LIABLE FOR DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO, LOSSES RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST
PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF QUORUM REVIEW OR
ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE OBLIGATIONS OF QUORUM REVIEW AND YOUR RIGHTS AND REMEDIES SET FORTH IN THIS
AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER WARRANTIES,
OBLIGATIONS, AND LIABILITIES OF QUORUM REVIEW UNDER THIS AGREEMENT; PROVIDED,
HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT IN ANY WAY
THE REMEDIES THAT MAY BE AVAILABLE TO YOU UNDER ANY SERVICES AGREEMENT BETWEEN
YOU AND QUORUM REVIEW.
Changed Terms. Quorum
Review reserves the right at any time to change or modify the terms and
conditions applicable to your use of the Website and its content or to impose
new conditions. Such changes, modifications, additions or deletions shall be
effective immediately upon notice thereof, which may be given by means
including, but not limited to, posting on the Web Site, or by electronic or
conventional mail, or by any other means by which you obtain notice thereof.
Any use of by you of the Website after such notice shall be deemed to
constitute your acceptance of such changes, modifications or additions.
Term and Termination. The terms and conditions of this
Agreement shall apply upon your first use of the Website and shall continue in
force as may be modified by Quorum Review from time to time until terminated by
Quorum Review. Quorum Review may suspend or terminate this Agreement
immediately without cause at any time. Upon termination, You will make no
further use of the Website or the QR Content.
No Third Party Beneficiaries. Nothing express or implied
in these terms and conditions is intended to confer, nor shall confer, upon any
person or entity other than you and Quorum Review (and its successors or
assigns) any rights, remedies, obligations or liabilities whatsoever.
Governing Law. These terms and conditions shall be
governed by Washington law excluding its conflicts of laws rules. The exclusive
venue for any action between the you and Quorum Review shall be in King County,
Washington and you hereby consent to such jurisdiction.
Conflicting Terms. To the extent these terms and
conditions conflict or are inconsistent in any way with any other agreement(s)
between you and Quorum Review (including without limitation the terms and
conditions applicable to the secure portion of the Website or any agreement
under which Quorum Review is or will provide you services), then the terms of
such other agreement(s) and not these terms and conditions shall govern.
|
