IQNOX, LLC IQNECT SaaS Terms of Service
This IQNECT SaaS Terms of Service (“Agreement”) is made effective and entered into by and between (a/the “Party/ies”): (i) IQNOX , LLC (“IQNOX”) a Florida limited liability company; and (ii) you (“you,” “your”), the person or entity identified on the IQNECT order form (“Order Form”) linked hereto, as of the date set forth on the Order Form (the “Effective Date”) related to IQNOX’s Software as a Service known as “IQNECT” or “IQNECT for Codebeamer” (“IQNECT”). By using IQNECT, you agree to all of the provisions hereof.
1. Access and Use. You may install on your website, SaaS, or similar system designated on the Order Form the line(s) of code provided to you upon your assent hereto, whereupon you may access and use IQNECT in accordance with this Agreement and any guidelines or instructions provided by IQNOX. IQNOX reserves all rights and none are granted to you other than as expressly set forth herein.
2. Usage Fees. In consideration of your access and use of IQNECTs, you will pay to IQNOX the fees set forth on the Order Form in accordance with the applicable provisions thereof.
3. Modifications. IQNOX reserves the right to modify any and all aspects of IQNECT in its sole discretion, without notification to or approval from you, including without limitation, modifying IQNECT’s operating characteristics, its hosting provider, or security provider.
4. Scope. You will have no right to distribute any portion IQNECT in whole or in part or otherwise to operate IQNECT as a service bureau to third parties. Nothing in this Agreement will obligate IQNOX to continue providing access to IQNECT beyond the date when IQNOX ceases providing IQNECT to its customers generally.
5. Use at Own Risk. Some business transactions are complex and your participating in them can give rise to legal and financial obligations. Use of IQNECT is intended for those who are familiar with the legal and financial implications of performing the functions IQNECT enables. Any liabilities arising due to your failure to become fully informed about the risks of performing such functions are yours alone.
6. Content. You will bear sole responsibility for content posted to IQNECT and other actions performed under on your account, regardless of whether such posts are authorized by you. For example and without limitation, you may not, and may not permit others to:
(a) post or upload any hateful, threatening, obscene, or harmful content, or content that infringes the intellectual property rights or any other rights of any third party;
(b) post or upload any reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code form of IQNECT;
(c) interfere with or damage IQNECT, including without limitation through the use of viruses, bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, forged electronic mail address information, means to reproduce or circumvent the navigational structure or presentation of IQNECT or its contents, or similar methods or technology;
(d) use IQNECT unlawfully to transmit, distribute, post, or submit any private information concerning any other person or entity, including without limitation photographs, personal contact information, or numbers of credit, debit, or calling cards or accounts;
(e) use IQNECT in connection with the distribution of unsolicited commercial email or advertisements;
(f) stalk or harass any other user of IQNECT;
(g) modify, translate, adapt, alter, or create derivative works of IQNECT;
(h) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit IQNECT;
(i) distribute, sublicense, rent, lease, or loan IQNECT to any third party or grant any third party access to or use of IQNECT or any Services;
(j) remove, alter, or obscure any proprietary notice that appears on IQNECT;
(k) use IQNECT for the purposes of competing with IQNOX;
(l) publish or disclose the results of any benchmarking of IQNECT, or use such results for any other software development activities;
(m)use IQNECT, or allow the transfer, transmission, export, or re-export of all or any part of IQNECT, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction;
(n) use IQNECT in a manner that violates any applicable local, state, federal, or international law or governmental regulation, policy, procedure, or ordinance, or any rights of a third party; or
(o) use IQNECT if this Agreement has been terminated.
7. No Editorial Control. IQNOX has no obligation to exercise any editorial control over any content uploaded to IQNECT. IQNOX does not endorse or ratify any statements made by any user of IQNECT. IQNOX may (but is not obligated to) report to appropriate governing bodies any act or omission of any person that is in violation of this Agreement or the rules, regulations, canons of conduct, or other requirements we may promulgate from time to time. We may, but shall have no obligation to, remove any content posted on IQNECT at any time for any reason. The Communications Decency Act (47 U.S.C. § 230) provides that we, as the provider of our IQNECT, shall not be responsible for the information provided by users, and you will have no claim against us for the posts of our users.
8. Use of Artificial Intelligence. The Service includes components that utilize artificial intelligence (“AI”) technology. You acknowledge and agree that your use of such components constitutes your knowing and voluntary use of AI.
9. Independent Verification. You understand that AI is a developing technology and its results may not always be accurate or reliable. You must independently verify all results and outputs generated by the AI component of IQNECT before relying on them for any purpose.
10. Limitations of AI. You acknowledge and agree that AI can be unreliable and may hallucinate, make errors, or produce misleading results. You further acknowledge that the AI component of IQNECT may not be suitable for all purposes and you agree to use it at your own risk.
11. Support & Maintenance. IQNOX will have no obligation to provide any support or maintenance services to you as a part of your access and use of IQNECT. IQNOX makes no assurances as to uptime or availability of IQNECT.
12. Feedback. Any feedback, suggestions, or advice you may offer or produce to IQNOX for improvements, corrections, or other modifications to IQNECT will be deemed to be the sole property of IQNOX alone.
13. Disclaimer of Liability. IQNOX DISCLAIMS ANY AND ALL LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR RELATING TO YOUR USE OF THE AI COMPONENT OF THE SERVICE, INCLUDING WITHOUT LIMITATION ERRORS, INACCURACIES, HALLUCINATIONS, OR MISLEADING RESULTS GENERATED BY THE AI. IN NO EVENT SHALL IQNOX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS AND BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO THIS RIDER FOR ANY CAUSES OF ACTION OF ANY KIND (INCLUDING WITHOUT LIMITATION TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IQNOX’S TOTAL LIABILITY TO YOU HEREUNDER FOR EVERY REASON SHALL IN ALL EVENTS BE LIMITED IN THE AGGREGATE TO THE TOTAL AMOUNT OF FEES THEN HAVING BEEN PAID BY CUSTOMER TO IQNOX PURSUANT HERETO DURING THE THEN IMMEDIATELY PRECEDING THREE (3) MONTHS.
14. Disclaimer of Warranties. THE AI COMPONENT OF THE SERVICE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND IQNOX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, AND TITLE.
15. Indemnification. You must indemnify and hold harmless IQNOX, its officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating any act or omission of yours.
16. No Equitable Relief. Each Party hereby expressly waives its right to seek injunctive or other equitable relief against the other Party for any breach hereof or any claim arising hereunder.
17. Remedies Cumulative. Except as otherwise expressly specified herein, the rights and remedies granted to either Party hereunder are cumulative and in addition to, not in lieu of, any other rights or remedies that such party may possess.
18. Termination. This Agreement will terminate upon notice thereof by either Party to the other.
19. General. The sole relationship between the Parties will be that of independent contractors. Notices hereunder must be provided to a Party at that Party’s contact information as set forth on the Order Form. Except as expressly set forth herein, nothing will be implied to constitute the Parties as partners, joint venturers, franchisees, or agents of each other in any way whatsoever. There are no third-party beneficiaries to this Agreement. Florida law will govern the interpretation and enforcement of this Agreement, and venue for disputes will be in the courts of competent jurisdiction in or proximal to Lake County, Florida. This Agreement may not be amended except in a mutually-signed writing. Invalid provisions will be severable. This Agreement constitutes the entire agreement between the Parties respecting its subject matter.
BY CLICKING “I AGREE” OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, HAVE UNDERSTOOD, AND DO AGREE TO ALL OF THE PROVISIONS OF THIS RIDER.