Last Updated: August 10, 2018
In these Terms, we call this web site, any successor web sites (together, the “Site”) and the software we provide the “Application”. We refer to the services provided by or through the Application as the “Services”. We refer to the alerts, recommended actions and related content we provide in the Services as “Actionable Intelligence”.
In these Terms, our customers are called “Subscribers” and any persons to whom they give access to their IQ Seven account (for example, to view the information of the Subscriber) are called “Team Members”. In these Terms, users of the Services, whether they are Subscribers or Team Members or casual browsers of the Site, are called “Users”.
Please read these Terms carefully before using the Services. By accessing or using the Services you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms and all policies and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.
IQ Seven reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms, or any policy or guideline applicable to the Services, at any time. If we do so, we will make reasonable efforts to communicate these changes to you via email at the email address you provide in your registration information, if any, or we will post a notice in the Application.
Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Terms on this Site, and your continued use of the Services after such time will constitute your agreement to be bound by such modified Terms. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the 'last updated' date at the top.
If you do not agree to the modified Terms, you must stop using the Services. You can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). If you have any questions about the Terms, please contact us at IQ Seven.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
The Services are not intended to be used by children. You must be at least eighteen (18) years old to use the Services. If we determine that a User is under the age of eighteen (18), we will terminate that User's use of the Services.
The IQ Seven Application may contain technologies that monitor, record and report to IQ Seven regarding the use of the Application including but not limited to information concerning the devices used to access the Application; and the frequency, type and manner of use of IQ Seven (collectively, “Usage Data”). You agree that IQ Seven may, in its sole discretion, collect and use Usage Data to support, maintain, and improve IQ Seven, and to enforce IQ Seven rights under the Terms. To the extent any Usage Data is personal information within the meaning of applicable law, you hereby: (a) consent to IQ Seven's collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to IQ Seven's collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.
2. Registration Data; Account Security, Beta Services
If you register for an account on the Services, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to IQ Seven, to ensure it remains true, accurate and complete.
You agree to keep your access credentials (such as passwords, API keys or other information required to access the Service) secure and confidential. You must immediately notify IQ Seven of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your IQ Seven account, and for all charges incurred by your IQ Seven account. The access credentials are the property of IQ Seven and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if IQ Seven terminates the API Terms.
Further, as a condition of using the Services, you must:
- not attempt to undermine the security or integrity of IQ Seven' computing systems or networks or, where the Application or Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Application or Services in any way which may impair the functionality of the Application, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Application;
- not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Application or Services are hosted;
- not use the Services or Applications to transmit any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use either of them for normal operation.
2.1 Subscription to Beta Services
We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services.
You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that IQ Seven will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
We may offer Beta Services on a commercial paid basis, and may provide a price discount for subscriptions purchased during the Beta Service period. You agree that we have the sole authority and discretion to determine the discount levels and the period of time for such discounted prices to apply to the subscription. We reserve the modify, amend or partially discontinue at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that IQ Seven will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
3. Fees; Charges; Taxes
Subscription fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If subscription fees change, we will give you at least 30 days' notice. If they do change, your continued use of the Application after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of our payment platform partners. Current pricing can be found here.
Although great care is taken in the production of the Site and description of the Services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in United States' Dollars or in the applicable currency you select at the time of selecting your subscription plan, and, unless otherwise stated, are quoted before GST, VAT, Sales Taxes or other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
3.1 Payment and Credit Control
We use Stripe.com as our primary payment processor, and IQ Seven does not retain your credit card information as Stripe manages all recurring billing for ongoing subscriptions. All subscriptions are billed either monthly, quarterly or annually in advance, and in the currency you select. Until you advise us differently or alter your payment amount or billing method through your subscriber account management page, this payment will be your recurring fee for the continuing use of the Services. Your recurring payment will be due from that date on your chosen billing cycle (ie monthly, quarterly or annually).
It is a condition of use that a valid debit or credit card is provided at all times in order for your account or to remain active. Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account.
You may cancel your account at any time. Cancellation should be done using the facility provided within the Service. Cancellation by any other means, including (but not limited to) email, telephone call, fax, text or instant message is not valid. No refunds will be provided for remaining unused days in the event of such cancellation.
3.3 Upgrading or Downgrading Accounts
Subscribers have the ability to upgrade or downgrade their accounts and the services offered at any time. Where an account is downgraded the subscriber will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade. Users should backup and download their data prior to requesting a downgrade in service.
No refunds will be offered for downgraded accounts that have been downgraded before the recurring payment is due on the account. The new lower fee will be automatically applied on the usual date of the recurring payment.
Where an account is upgraded, the new higher fee will be applied pro-rata immediately on upgrade, and then automatically applied in full as the fee for the recurring payment due on the next usual date. i.e. Where an account is upgraded, the increased charge will be applied immediately to the account for the additional amount due until the anniversary date.
3.4 Trial and Offer Periods
Trial or offer periods are offered at IQ Seven’s sole discretion and are subject to withdrawal at any time and without notice. Only one person may use a single Free Trial account.
3.5 14 Day Full Money-Back Guarantee
If you purchase and pay for a subscription to IQ Seven, IQ Seven will refund your payment in full if you decide you do not wish to continue with your subscription. You have fourteen (14) days from the date of your initial subscription payment to use and review the Services from IQ Seven and to advise IQ Seven (a) that you want to terminate your subscription, and (b) that you want a refund of your subscription payment and (c) of your reasons for discontinuing your subscription. If you do advise IQ Seven accordingly before the 14 day period expires, IQ Seven will provide a full 100% refund of your payment. If you do not advise IQ Seven accordingly within the 14 day period, or you decide to cancel your subscription after the 14 day period has elapsed, IQ Seven is under no obligation to provide any refund of your payment. This guarantee only applies to the initial payment of your first-ever subscription to IQ Seven.
3.6 Website Improvement Guarantee
IQ Seven guarantees that our expert advice will improve your website.
If you subscribe to IQ Seven and
* Invest at least 1/2 hour a week to use the IQ Seven platform, and you
* Implement the recommended actions and
* Complete the alerts you receive, then
IQ Seven guarantees you will improve your website.
If you do these steps and don't see improvements, IQ Seven will refund your subscription payment in full.
You decide if you see improvements or not. IQ Seven assesses your use of the IQ Seven platform and your completion of the alerts sent to you.
If you have not used the platform as required each week, or not completed the alerts and recommended actions, then IQ Seven is under no obligation to provide any refund under this guarantee.
4. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Team Members or other Users, is called “User Content”. For example, data added to the ‘My Notes’ sections of intelligence items provided to a Subscriber as part of the Services is User Content of that Subscriber.
User Content is that User's property. IQ Seven's only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms.
Other than the User Content, the Services, all Content and all software available on or in respect of the Services or used to create and operate the Services (including, without limitation, the Application and the IQ Seven API) is the property of IQ Seven or its licensors, and is protected by Australian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by IQ Seven.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the IQ Seven API, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
5. Your Limited License of Your User Content to IQ Seven
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you leave comments in your notes, we may need your license to use that User Content to provide you Services. If you provide Feedback to us with additional helpful information that we choose to include in our Actionable Intelligence to others, we need the right to sublicense that User Content to our other Users so that they can view what we may derive from your User Content.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant IQ Seven and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you provide us with advice, tips or other information we include in our Actionable Intelligence), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our Limited License of Content to You
IQ Seven grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by IQ Seven at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact IQ Seven at the address set out at the bottom of these Terms.
7. Using the IQ Seven API
This Section contains terms and conditions applicable to your use of the IQ Seven API, whether you are a Subscriber or other User, including a developer or operator of a website or application (such a website or application, a “IQ Seven API Implementation”, and the developer or operator, an “API Developer”) who wishes to use the IQ Seven API for the purpose of including Content in your IQ Seven API Implementation. If you are a Subscriber and you procure a third-party to develop a IQ Seven API Implementation for you, this Section applies to your and their use of the IQ Seven API, and you are responsible for their compliance with this Section to the same extent as though you were developing the IQ Seven API Implementation yourself.
If you are an API Developer and not otherwise a User, your use of the IQ Seven API constitutes your agreement to these Terms. We may change these Terms without notice to you by posting new Terms on the Site. It is your responsibility to review the Site for changes to the Terms. If you use the Services after new Terms are posted, your use of the Services constitutes your agreement to the new Terms. If you do not wish to be bound by the new Terms, cease your use of the Services.
If you are an API Developer and not otherwise a Subscriber or other User of the Services, the license set forth in this Section applies to your use of the IQ Seven API, and the license set forth in Section 6 does not apply to your use of the IQ Seven API. If you are also a Subscriber or other User, the license set forth in Section 6 applies to your use of Content other than the IQ Seven API, and this Section applies to your use of the IQ Seven API.
Your use of the IQ Seven API is also subject to the following restrictions. You may not:
- interfere or attempt to interfere in any manner with the proper workings of the IQ Seven API, or create or distribute any IQ Seven API Implementation that adversely affects the functionality or performance of the Services or adversely impacts the behavior of other applications using the IQ Seven API;
- misrepresent your identity or intentions when communicating with us in relation to the IQ Seven API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others, or mask your usage of the IQ Seven API;
- use the IQ Seven API in association with, or as a component of, any website that in the sole discretion of IQ Seven is determined to be obscene or otherwise inappropriate;
- use the IQ Seven API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
- use the IQ Seven API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
- replicate, in whole or in part, the “look and feel” of IQ Seven with your IQ Seven API Implementation;
- include in your IQ Seven API Implementation a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between IQ Seven and your IQ Seven API Implementation among users;
- disparage or otherwise negatively represent IQ Seven in your IQ Seven API Implementation;
- use the IQ Seven API for any application that attempts to replace or replicate the essential user experience or functionality of the Service;
- reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
- >circumvent or render ineffective any IP address-based functionality or restriction imposed by the Services;
- circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
- build conversion functionality that converts Content from the Service to a competing product or service; or
- at any time you are operating your IQ Seven API Implementation, solicit, interfere with or endeavor to entice away from us any of our Subscribers.
You agree to carefully monitor your use of the IQ Seven API and ensure that it remains within reasonable operational limits for both your own server capacity and for ours. You acknowledge and agree that we may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by us at any time, at our discretion. If we impose such limits, we may describe them on our Site. IQ Seven may charge additional fees for the excess. Unused API calls will not roll over to the next period.
You will not attempt to exceed or circumvent limitations on access, calls and use of the IQ Seven API, or otherwise use the IQ Seven API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these Terms. IQ Seven may monitor your use of the IQ Seven API and, if your application(s) does or will connect the IQ Seven API to five hundred or more systems, IQ Seven reserves the right to limit or suspend access to the IQ Seven API by you or your API client(s) and to contact you to discuss the volume and terms of your API calls.
We reserve the right to rate limit other functionality to prevent abuse, spam, denial-of-service attacks, or other security issues.
IQ Seven has no responsibility to any person for any use or misuse of any Content obtained through the IQ Seven API. If you are a Subscriber, you should consider carefully whether you wish to give an API Developer access to your Content through the IQ Seven API. If you wish to revoke access to your Content through the IQ Seven API, you should change your IQ Seven access credentials or revoke authorization of the IQ Seven API Implementation to your Content. Please contact us at IQSeven if you want assistance doing this.
8. Use of Interactive Areas and the Services
The Services may include interactive data you provide us in your user profile, notes sections and personalization settings in the Services (“Interactive Areas”). If IQ Seven provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. IQ Seven will not intentionally share or disclose your data, however User Content submitted to any such area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
- any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- unsolicited promotions, political campaigning, advertising or solicitations;
- private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- viruses, corrupted data or other harmful, disruptive or destructive files;
- content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- content that, in the sole judgment of IQ Seven, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose IQ Seven or its affiliates or its users to any harm or liability of any type.
Finally, IQ Seven has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Interactive Areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.
9. Providing a Reliable and Secure Service
We take reliability and security seriously, and put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment.
For example, to safeguard credit card information, IQ Seven handles all cardholder data (credit card number, cardholder name, expiration date, service code) in a secure manner that is consistent with the PCI DSS requirement. We use Stripe.com as our primary payment processor, and IQ Seven does not retain your credit card information. We use restrictive firewalls to protect all stored data and use 256 bit SSL certificates to encrypt data transferred between you and the Services.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use IQ Seven, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable auto-billing and choose to have IQ Seven’s payment processor (Stripe) store their credit card information accept these risks to the security of that credit card information. When storing credit card information using IQ Seven recurring billing functionality, Subscribers acknowledge that they are aware of, and accept as satisfactory, IQ Seven’s credit card protection procedure. Credit card data is provided by Subscribers, and they are responsible for its protection.
Finally, IQ Seven provides the IQ Seven API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your IQ Seven account to have access to your User Content through the IQ Seven API, we cannot control and are not responsible or liable for the third party's use of your User Content.
10. No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
IQ Seven makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply IQ Seven’ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. IQ Seven accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; IQ Seven is acting as agent for the provider in providing such Third-Party Materials and Third-Party Services to you; IQ Seven is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and IQ Seven is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.
You acknowledge and agree that IQ Seven and its affiliates are third party beneficiaries of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services IQ Seven will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
11. Advertisements and Promotions
IQ Seven will not run advertisements or paid promotions from Third Parties as part of the Services.
IQ Seven may provide recommendations for Third-Party Services as part of the Actionable Intelligence IQ Seven provides you. IQ Seven is independent and un-biased and IQ Seven does not accept payment from Third-Parties for any such recommendations.
If you choose to engage with a Third-Party, then any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party.
IQ Seven is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of IQ Seven’s recommendations of Third-Parties in the Services.
12. Warranty Disclaimer
YOUR USE OF THE SITE, SERVICES, SOFTWARE (INCLUDING WITHOUT LIMITATION, THE APPLICATION AND THE IQ SEVEN API), ACTIONABLE INTELLIGENCE AND OTHER CONTENT (COLLECTIVELY, THE “IQ SEVEN SOLUTION”), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IQ SEVEN, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE IQ SEVEN SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE IQ SEVEN SOLUTION. IQ SEVEN, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE IQ SEVEN SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.
SOME COUNTRIES, STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY, STATE TO STATE AND PROVINCE TO PROVINCE.
IQ SEVEN, ITS SUBSIDIARIES, AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
13. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against IQ Seven, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the IQ Seven Solution or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the IQ Seven Solution or any Third Party Materials or Third Party Services. You use the IQ Seven Solution or any Third Party Materials or Third Party Services at your own risk.
Without limitation of the foregoing, neither IQ Seven nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the IQ Seven Solution or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the IQ Seven Solution or any Third Party Materials or Third Party Services or other information obtained from IQ Seven or any other Released Party or accessible via the IQ Seven Solution or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to IQ Seven or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of IQ Seven, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the IQ Seven Solution exceed any compensation paid by you for access to or use of the IQ Seven Solution during the three months prior to the date of any claim. In no event shall IQ Seven have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use any Third Party Materials or Third Party Services.
You shall defend, indemnify and hold harmless IQ Seven and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the IQ Seven Solution or any Third Party Materials or Third Party Services, and if you are a Subscriber, from your Team Members' use of the Services and from the use of the IQ Seven Solution or any Third Party Materials or Third Party Services by any person to whom you give access to your account (including team members, staff or advisors), including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party (collectively, “Indemnified Claims”). IQ Seven reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by IQ Seven in the defense of any Indemnified Claims.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data and your user account profile. Or we may post a notice to Subscribers and Users on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
15. Applicable Law, Jurisdiction and Venue
The Services are controlled by IQ Seven and operated by it from its offices in Perth, Western Australia. You and IQ Seven both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and IQ Seven explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the state of Western Australia and the federal laws of Australia applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving IQ Seven and arising out of or relating to (a) these Terms; (b) the Site, the Content, or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms or the Site, the Content, or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the state of Western Australia.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in the state of Western Australia. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Western Australia, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify IQ Seven and the other Released Parties for your failure to comply with any such laws.
16. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, IQ Seven reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content through the IQ Seven API; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content through the IQ Seven API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
17. Inactive Accounts; Termination of Agreement
If your account is inactive for at least three months (as determined by IQ Seven), we may deactivate your account. Deactivated accounts may be deleted. We may notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don't want us to deactivate it, let us know in advance. Please contact us at IQSeven.
IQ Seven reserves the right to charge a data storage fee for storage of the information associated with deactivated accounts. If after your account has been deactivated it stays inactive and we don't hear from you, we may terminate it at any time and delete it without notice.
You and IQ Seven may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period. When your IQ Seven account is terminated, your User Content will, shortly thereafter, not appear on the Services. We may retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 4, 9, 10, 12, 13, 15, 17, and 18, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
IQ Seven may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of IQ Seven, and any such attempted assignment will be void and unenforceable.
These Terms constitute the entire agreement between you and IQ Seven regarding your use of the Site, the Application, the Content, and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and IQ Seven regarding your use of them.
The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.
19. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact IQ Seven.