THIS AGREEMENT (this “Agreement”) is made on the date set out in Item 1 of Schedule 1 of the MEMBERSHIP FORM by and between (i) QuickFee, Inc., 5601 Democracy Drive, Suite 205, Plano, TX 75024, including any of our affiliates such as QuickFee Group LLC, QuickFee Finance LLC and QuickFee GCI LLC (“QuickFee”, “we”, “us”, “our” or words of similar import) and (ii) the party set out in Item 2 of Schedule 1 (“Company” or “You”) of the MEMBERSHIP FORM or any amendments thereto, regarding your use of our proprietary Connect Software, including any mobile application or other mobile versions of the software, and any other tools, modules, remote services, servers or other offerings or services owned, provided or otherwise operated by us in connection with your use of such software (collectively, “Connect ”). “QuickFee” and “User” may also each be referred to individually as a “Party” or collectively as the “Parties.”
IMPORTANT – PLEASE READ CAREFULLY – THIS AGREEMENT CREATES A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF CONNECT . BY CLICKING “I AGREE,” “SUBMIT,” “LOG IN,” CREATING AN ACCOUNT (AS DEFINED BELOW) OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, OR BY ACCESSING OR USING CONNECT OR ANY CONTENT OFFERED THROUGH CONNECT , YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS THEY MAY BE UPDATED FROM TIME TO TIME IN OUR SOLE DISCRETION. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS HEREIN, YOU ARE PROHIBITED FROM USING CONNECT .
Use of Connect is also governed by our privacy policy, the current version of which can be found at www.quickfee.com/privacy (the “Privacy Policy”) and our Terms of Use, the current version of which can be found at http://www.quickfee.com/legal (“Terms of Use”), both of which are incorporated herein by reference.
A User may only use Connect if such User is at least eighteen (18) years of age. If you are under the age of eighteen (18), you understand that you must receive permission from a parent or legal guardian to use Connect , and by your use of Connect you and your parent or legal guardian represent you have received permission from such parent or legal guardian to enter into this Agreement.
1.1. Defined terms have the meanings set forth in this Section 1 unless otherwise defined in the body of this Agreement “Applicable Law” means all international, federal, state, provincial and local laws and regulations applicable to either Party, this Agreement or the subject matter of this Agreement.
1.2. “Confidential Information” means all Know-How, secret, confidential or proprietary information or data, whether provided in written, oral, graphic, video, computer or other form, provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement or generated pursuant to this Agreement, including information relating to the Disclosing Party’s existing or proposed research, development efforts, activities to commercialize, Intellectual Property, business or products and any other materials that have not been made available by the Disclosing Party to the general public. Notwithstanding the foregoing sentences, Confidential Information shall not include any information or material that: (a) was already known to the Receiving Party (other than under an obligation of confidentiality owed to the Disclosing Party), at the time of disclosure by the Disclosing Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently disclosed to the Receiving Party by a Third Party who had no legal obligation to the Disclosing Party not to disclose such information to others; (e) is independently discovered or developed by or on behalf of the Receiving Party without the use of the Confidential Information belonging to the other Party; or (f) is approved for release by the Disclosing Party in writing.
1.3. “Copyrights” means copyrightable works, copyrights (including for Software in both source and object code) and database rights, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions.
1.4. “Intellectual Property” means the following, and all intellectual property and other proprietary rights therein throughout the world: Know-How, Patents, Software, Trademarks and Copyrights.
1.5. “Know-How” means any and all trade secrets, Confidential Information, techniques, specifications, processes, standard calculations, business information, proprietary ideas and information, designs, formulae, methods, procedures, inventions, know-how, data, documentation and other information, whether or not patentable or protectable as a trade secret.
1.6. “Patents” means patents, patent applications (including provisional patent applications) and statutory invention registrations, including reissues, divisionals, continuations, continuations-in-part, renewals, extensions and re-examinations thereof, all patents which may issue on such applications, all inventions disclosed therein and improvements thereto, and all rights therein provided by international treaties or conventions.
1.7. “Person” means any natural person, corporation, limited liability company, limited liability partnership, general partnership, limited partnership, trust, association, governmental organization or agency, political subdivision, body politic or other legal person or entity of any kind, legally constituted.
1.8. “Personal Data” means any information disclosed by you to us or collected by us pursuant to this Agreement and relating to an identified or identifiable individual or customer (“Data Subject”), including name, address, email, telephone number, business contact information, date of birth, social security number, credit or debit card number, bank account number and any other unique identifier or one or more factors specific to the individual’s or customer’s physical, physiological, mental, economic, cultural or social identity.
1.9. “Privacy and Information Security Requirements” means: (a) all applicable international, federal, state, provincial and local laws, rules, regulations, directive and governmental requirements relating in any way to the privacy, confidentiality or security of Personal Data, including laws regulating unsolicited email communications; security breach notification laws; laws imposing minimum security requirements; laws requiring the secure disposal of records containing certain Personal Data; and all other similar international, federal, state, provincial and local requirements; and (b) all applicable provisions of the written information security policies, procedures and guidelines of QuickFee or you which the Parties have mutually agreed are applicable to Connect .
1.10. “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking or dispersed erasure or destruction.
1.11. “Software” means computer software programs and software systems, in both source code and object code format, including databases, compilations, compilers, higher level or “proprietary” languages, data files, application programming interfaces, algorithms, tool sets, user interfaces, manuals and other specifications and documentation and all Know-How related thereto, including web sites, HTML code, and firmware and other software embedded in hardware devices.
1.12. “Third Party” means any Person other than you or us or any of our affiliates.
1.13. “Trademarks” means trademarks, service marks, trade names, trade dress, brand names, product names, logos, designs, slogans and all goodwill associated with the foregoing, any and all common law rights therein, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all extensions and renewals of any of the foregoing.
2.1. Grant of Rights. Subject to your agreement and compliance with this Agreement and any other relevant QuickFee policies, including the Privacy Policy and Terms of Use, we hereby grant you a non-exclusive, non-transferable, revocable and limited right and license to access and use Connect through a web browser or, as and if applicable, through use of a mobile application. You agree that you will only use the most recent versions of Connect made available by us if we communicate that only the most recent version(s) can be used by you and you acknowledge that certain features or elements of Connect may not operate properly if an older version is being used by you.
2.2. Reservation of Rights. All rights in and to Connect not specifically granted herein are reserved by us. Nothing in this Agreement shall be deemed to restrict in any way our right to use or license Connect to any Third Party.
2.3. Limitation on Use. Except as otherwise expressly set forth herein, you shall not at any time, directly or indirectly, and shall not permit any Third Party to (a) produce, reproduce, copy, modify, translate or create derivative works or improvements of Connect or any other QuickFee Intellectual Property provided hereunder, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available Connect or any other QuickFee Intellectual Property provided hereunder; (c) reverse-engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of Connect or any other QuickFee Intellectual Property provided hereunder, in whole or in part; (d) remove any proprietary notices from Connect or any other QuickFee Intellectual Property provided hereunder; (e) develop, produce, market, distribute, license, sell or otherwise make available in any form, any products or services, or any components thereof, that infringe, misappropriate or otherwise violate any Intellectual Property right of ours that is within the scope of this Agreement or otherwise violates your confidentiality obligations hereunder; (f) use Connect or any other QuickFee Intellectual Property provided hereunder in any manner or for any purpose that violates any Applicable Law; (g) combine or integrate Connect or any other QuickFee Intellectual Property provided hereunder with any Software, technology, services or materials not authorized by us; or (h) design or permit any Software to disable, override or otherwise interfere with any features of Connect.
3.1. Content. “User Content” means any and all communications, materials, data and other information and content that you create, upload, post, send, share or otherwise transmit through use of Connect , including, without limitation, any information related to your use of Connect or any other third party platform you have authorized to interface with Connect . As between you and us, you are the owner of all rights, title and interest in and to the User Content, and except as otherwise expressly stated in this Agreement, you reserve all rights in and to the User Content. You are solely responsible for your User Content. You assume all risks associated with your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates this Agreement or any applicable laws. We are not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content.
3.2. Content License. You hereby grant us a non-exclusive, perpetual, worldwide, royalty-free, fully paid up license to use your User Content as necessary or otherwise useful to provide Connect to you or otherwise in accordance with this Agreement. To be clear, any personal information included in your User Content may only be used by us in accordance with the Privacy Policy. Because certain features of Connect may be used in conjunction with our partners, the license you grant us for any of your User Content that you elect to share via Connect is broader than simple use. While we’re not required to do so, we may access, review, screen and delete your User Content at any time and for any reason, including if we think such User Content violates this Agreement, the Terms of Use or the Privacy Policy.
3.3. Updates, New Releases and Upgrades. At the same time and in the same manner that we provide updates, new releases or upgrades to our other customers and implement updates, new releases and upgrades into its own systems and products, and to the extent any such updates, new releases or upgrades are related in any way to Connect , we shall make them available in and as part of Connect by incorporating such updates, new releases and upgrades into Connect.
4.1. Failure to Comply. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCESS TO CONNECT OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH THIS AGREEMENT OR YOU USE CONNECT FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR OTHER IMPROPER USE. WE SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR, AND SHALL HAVE NO LIABILITY TO YOU FOR, ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION OR DELETION OF YOUR ACCESS TO CONNECT .
4.2. IP Infringement. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE ACCESS TO CONNECT , OR ANY PORTIONS THEREOF, INCLUDING ANY CONTENT INCORPORATED THEREIN, DELAY OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING CONNECT IF WE BELIEVE THAT SUCH USERS ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF THIS AGREEMENT OR OUR OTHER POLICIES.
4.3. Right to Cease Services. We reserve the right to stop offering or supporting Connect or any feature thereof at any time, at which point the license granted hereunder to you to use Connect or any applicable feature thereof will automatically terminate.
5.1. Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that each Party, upon receiving or learning of any Confidential Information of the other Party in connection with this Agreement, shall keep such Confidential Information confidential and otherwise shall not disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. The Receiving Party shall advise its employees, consultants and other agents who might have access to the Disclosing Party’s Confidential Information of the confidential nature thereof and agrees that its employees, consultants and other agents shall be bound by the terms of this Agreement. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any employee, consultant or other individual who does not have a need for such information.
5.2. Authorized Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to a Third Party to the extent such disclosure is reasonably necessary to exercise the rights granted to or retained by it under this Agreement in defending litigation, complying with Applicable Laws or submitting information to tax or other governmental authorities, provided that if a Receiving Party is required by law to make any such disclosure of the Disclosing Party’s Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to the Disclosing Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise).
5.3. Return of Confidential Information. Upon termination of this Agreement, the Receiving Party shall promptly return, or at the Disclosing Party’s request, destroy all of the Disclosing Party’s Confidential Information, including all reproductions and copies thereof in any medium, except that the Receiving Party may retain one copy for its legal files.
5.4. Unauthorized Use. If a Receiving Party becomes aware or has knowledge of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, it shall promptly notify the Disclosing Party of such unauthorized use or disclosure.
In addition to the representations and warranties stated elsewhere in this Agreement:
6.1. Authority; Consents. Each Party represents and warrants to the other Party that it has the right to enter into this Agreement and perform its obligations hereunder, in each instance without the consent of any Third Party, or where a Third Party consent or grant of Intellectual Property rights is required, such Party has obtained such consent or grant.
6.2. Applicable Laws. Each Party represents and warrants to the other Party that the execution and delivery of this Agreement by such Party and the performance of its obligations hereunder do not conflict with, result in any violation of or constitute a default under such Party’s organizational documents or any Applicable Laws by which such Party is bound.
6.3. Non-Infringement. We represent and warrant that, to our knowledge, Connect and your exercise of your rights hereunder shall not constitute an infringement, misappropriation or other violation of any Intellectual Property right of any Third Party. To our knowledge, no Third Party is infringing, misappropriating or otherwise violating, or preparing or threatening to infringe, misappropriate or otherwise violate, any Intellectual Property rights in Connect.
6.4. Code Integrity. We represent, warrant and covenant that Connect does not, and to our knowledge, will not contain any feature, code or instructions that may be used to modify, delete, damage or disable any computer, associated equipment, computer programs, data files or other electronically stored information operated or maintained by you.
6.5. Privacy and Data Protection. We represent and warrant that, to our knowledge, we comply with all applicable data protection and Privacy and Information Security Requirements and use commercially reasonable efforts to (a) ensure the security and confidentiality of Personal Data; (b) protect against any anticipated threats or hazards to the security and integrity of Personal Data; and (c) protect against any actual or suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure, acquisition, use or access or any other unlawful forms of Processing of any Personal Data transmitted, stored or otherwise Processed in connection with this Agreement.
6.6. User Content. You acknowledge and agree that, as between the Parties, you are solely responsible for any User Content you provide to us or otherwise upload, share or transmit through Connect . You represent, warrant and covenant that all User Content is, to the best of your knowledge, accurate and in compliance with all Applicable Law, and in the event any User Content exposes us to any actual or potential liability with respect to any Third Party or under any Applicable Law, you shall be responsible for any such liability and, as applicable, shall indemnify us for any related Claims pursuant to Section 7.1.
6.7. Third Party Software. You acknowledge and agree that certain features and functionality of Connect may be provided via Software owned or otherwise controlled by one or more Third Parties. We represent and warrant that we have the right to incorporate into Connect or otherwise provide any such Third Party Software to you pursuant to your obligations under this Agreement, including with respect to Connect and any of your other obligations hereunder.
6.8. Software and data updates. You acknowledge and agrees that Connect may upload, share or transmit data or other information that may modify, delete, update, add, append or change in any way Your data or systems in connection with this Agreement or Your use of Connect.
7.1. Your Scope of Obligation. You shall indemnify, defend and hold us and any of our affiliates or representatives harmless from and against any claims, actions, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees and expenses, of any Third Party (collectively, “Claims”) arising out of (a) a Claim directly resulting from your breach of this Agreement, (b) any of your gross negligence or willful misconduct, (c) any User Content provided by or on behalf of you, or (d) the infringement or other violation of any Intellectual Property or other proprietary right of any Third Party (“Third Party IP Claim”) arising as a result of any Modifications developed by you or on your behalf or the provision of any of your Intellectual Property to us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and the other QuickFee parties and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your allowed use of Connect.
7.2. Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONNECT IS PROVIDED “AS IS,” AND WE MAKE NO (AND HEREBY DISCLAIM ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE CONNECT (IN WHOLE OR IN PART). WE DO NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF ANY SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. CONNECT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND OTHER ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
7.3. Limitation of Liability. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WE NOR ANY OF OUR AFFILIATES OR ANY OF OUR OR THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (THE “QUICKFEE PARTIES”) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, MISUSE OR INABILITY TO USE CONNECT , REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF WE HAVE BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE MAXIMUM LIABILITY OF QUICKFEE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED U.S. $50. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE OUR LIABILITY.
8.1. QuickFee Technology. As between the Parties, we own and retain all right, title and interest in and to Connect , including source code. Except as expressly set forth in this Agreement, no other rights or licenses, express or implied, by implication, estoppel or otherwise, are granted by us to you hereunder, and all such rights are reserved by us, including the right to sell, license or otherwise deal in the object code form of Connect and to maintain Connect on behalf of other Third Parties.
8.2. Modifications by You. As between the Parties, all customizations, improvements, modifications, enhancements and derivative works of Connect or any of our other Intellectual Property (collectively, “Modifications”), whether made by or on behalf of you or by or on behalf of us, shall be owned exclusively by QuickFee.
8.3. Intellectual Property of Other Party. Unless otherwise expressly set forth in this Agreement, neither Party shall acquire, as a result of this Agreement or activities performed hereto, any right or interest in the Intellectual Property rights of the other Party. Notwithstanding the foregoing, in the event any of your Intellectual Property is necessary us to perform our obligations under this Agreement, you hereby grants to us a non-exclusive, royalty-free, fully-paid up, worldwide, non-transferable license, to use, copy, maintain, and modify such Intellectual Property of yours solely for purposes of providing Connect to you. All rights not expressly granted hereunder by a Party are expressly reserved to such Party and its licensors.
8.4. Feedback. In the event you provide us with any feedback about Connect , including, without limitation, any errors, flaws, issues, suggestions or otherwise (collectively, “Feedback”), you hereby assign to us any and all rights, title and interest in and to the Feedback, including, but not limited to, the right to use such Feedback in any manner we deem appropriate. To the extent any Feedback may not be assigned to us, whether under any applicable law or otherwise, you agree to provide us with an exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide license to use such Feedback in any manner we deem appropriate.
8.5. Cooperation. To facilitate obtaining and maintaining the disposition of Intellectual Property rights as provided herein, the Parties will cooperate to effectuate legal and beneficial ownership of the Intellectual Property as set forth herein, including taking any and all actions necessary to perfect our ownership rights in and to Connect (including any Modifications) and any Intellectual Property rights therein, executing and recording documents and assisting in the filing of any Patent, Trademark and Copyright applications at our direction.
9.1. Contact Information. We welcome your comments or questions regarding this Agreement or our practices. Please email us at info@quickfee.com.
9.2. Entire Agreement; Counterparts. This Agreement, including the Privacy Policy and Terms of Use and all other terms and conditions expressly incorporated by reference herein, contains all of the understandings and agreements of the Parties hereto in respect of the subject matter hereof as of the effective date, and any and all prior understandings and agreements, expressed or implied, between the Parties hereto in respect of the subject matter hereof are superseded hereby. In the event of any inconsistency between this Agreement, the Privacy Policy and the Terms of Use, this Agreement shall control; provided, however, that the Privacy Policy or Terms of Use shall control, as applicable, solely with respect to the subject matter set forth therein.
9.3. Severability. In the event any one or more of the terms or provisions contained in this Agreement or any application thereof finally shall be declared by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement or any application thereof shall not in any way be affected or impaired.
9.4. Assignment; Successors. You shall not have the right or power to assign any of your rights, or delegate the performance of any of your duties, under this Agreement without our written authorization. We may assign this Agreement without your consent, including to any Affiliate or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of our business or assets. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each Party, as applicable. Any assignment or attempted assignment of this Agreement in violation of this Section 10.4 is null and void.
9.5. Governing Law. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Los Angeles, California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.
9.6. Modifications and Amendments. We reserve the right, at our discretion, to change, modify, add or remove portions of this Agreement or our Terms of Use or Privacy Policy at any time by posting the amended agreements on our website or otherwise through Connect or our other services. You may also be given additional notice, such as an email message or messaging within Connect , of any changes. You will be deemed to have accepted such changes by continuing to use Connect . If we revise this Agreement, the Terms of Use or our Privacy Policy and seek your consent to be bound by such revised agreements and you do not agree to be bound by such before using Connect again, then notwithstanding anything to the contrary, we reserve the right to terminate your use of Connect . If at any time you do not agree to any provision of the then-current version of this Agreement, our Terms of Use, the Privacy Policy or any other QuickFee policy, rule or code of conduct relating to your use of Connect , your right to use Connect will immediately terminate, and you must immediately stop using Connect . Except as otherwise stated, all amended terms shall automatically be effective when they are posted. We may also revise other policies, codes or rules at any time and the new versions will be available on our website or otherwise through Connect or our other services.
9.7. Force Majeure. QuickFee shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond our control, such as acts of god, war, terrorism, pandemics, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
9.8. Breach and Waiver. No waiver of any breach of this Agreement shall (a) be effective unless it is in a writing which is executed by the Party charged with the waiver, or (b) constitute a waiver of a subsequent breach, whether or not of the same nature. All waivers shall be strictly construed. No delay in enforcing any right or remedy as a result of a breach of this Agreement shall constitute a waiver thereof.
9.9. Survival of Terms. Notwithstanding anything contained herein to the contrary, (a) all of the obligations, indemnities, representations and warranties of the Parties under this Agreement which are not, by the express terms of this Agreement, fully to be performed or resolved while this Agreement is in effect shall survive the termination of this Agreement for any reason, including Sections 5.3 (Duties Upon Termination), 6 (Confidentiality), 7 (Representations, Warranties and Covenants), 8 (Indemnification; Limitation of Liability), 9 (Intellectual Property Rights), 10 (Miscellaneous).
9.10. Cumulative Remedies. No right or remedy conferred by this Agreement is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.
Our Mission
QuickFee helps professionals manage receivables and get paid for their work faster. With one convenient platform, professional service firms can accept online payments, offer financing, and manage client invoices.
Contact Us
(844) 968-4387
support@quickfee.com
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5601 Democracy Drive, Suite 205
Plano, TX 75024
