This is an Agreement (“Agreement”) between Q Safety Consultants, LLC. (“Q Safety”) and the individual who is viewing this online Agreement (“End User”, “You”, or “Your”). Before accessing the Q Safety computer software and websites, which contains Q Safety content and content supplied to Q Safety by third parties, along with associated documentation, media, and “online” or electronic documentation, and other content and updates (the “Q Safety Products”),You must agree to the terms and conditions contained in this License Agreement. Upon your acceptance of the terms and conditions, which is implied by your continued use of the Q Safety Products, Q Safety grants You a license (the “License”) to use and access the Q Safety Products based on the following terms and conditions:
BY ACCESSING THE Q Safety PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU SHALL NOT ACCESS THE Q Safety PRODUCTS, WEBSITES AND SERVICES.
1. LICENSE. Q Safety grants You, subject to Q Safety’s receipt of all appropriate license fees, a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the Q Safety Products solely your personal purposes and solely from the QSafetyOnline.com websites. If the Q Safety Products are being licensed for hosting by You, You may use one copy of the Products only on a single computer and a single terminal, work station or other device for which the Q Safety Products were designed (“Computer”) solely for development of Internet-based training applications relating to Your or Your employer’s business and You may install and execute the Q Safety Products solely in Executable Code form (which means the fully compiled version of a software program that can be executed by a computer and used by You without further compilation) for Your personal use at Your or Your employer’s facilities as may be needed.
You hereby represent and covenant that as part of the “Agreement” that neither You nor any of your immediate family members are or will be a competitor of Q Safety, where “competitor” shall mean any individual or company developing or offering a product or service substantially similar in its general application to the Q Safety Products. Without limiting the foregoing, this means that You shall not, so long as you use the Q Safety Products, either directly or indirectly, collectively or individually, as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise become associated or affiliated with, employed by, or financially interested in any business operation that engages in the development or distribution of online compliance training products and services similar to those of Q Safety within the USA. In addition, You may not access the Q Safety Products for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.
2. RESTRICTIONS. The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may You permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the Q Safety Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void. The Q Safety Products are licensed as a single product; they may not be shared or used concurrently on more than one Computer or by more than one user at a time, except as set forth in this paragraph. The Q Safety Product is “in use” on a Computer when it is loaded into the permanent memory (e.g., a hard disk or other storage device) or loaded into the temporary memory (e.g., RAM) of a Computer. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, resell, exploit, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the Q Safety Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the Q Safety Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the Q Safety Products, or any part thereof in any way including, but not limited to, making the Q Safety Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the Q Safety Products. You may not remove any proprietary notices or labels from the Q Safety Products. You may not make copies of the Q Safety Products, copy the printed materials or documentation accompanying the Q Safety Products or give copies to another person, or duplicate the Q Safety Products by any other means, including electronic transmission, except as specifically set forth herein. If You are hosting the Q Safety Products, You may store or install a copy of the Q Safety Products on a storage device, such as a network server, used only to install or run the Q Safety Products on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the Q Safety Product is installed, used, accessed, displayed or run. In addition, although You are encouraged to make a backup copy of the Q Safety Products for your own use, you are not allowed to make more than two copies for backup purposes, provided that the copy You make contains all of the proprietary notices contained on the Q Safety Products. You may print one copy of an e-kit (student materials provided electronically) solely in accordance with the instructions provided to You regarding the specific e-kit transmitted to You.
You may not access Q Safety Products if You are a Q Safety direct competitor, except with Q Safety prior written consent, but in any case, you agree not to use the Q Safety Products, software or websites in any way that is directly competitive with Q Safety, namely, using it to competitively position other training, online training, software, websites or learning management systems, whether it be Your own or a third party’s which you are associated with directly or indirectly.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE Q Safety PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3. OWNERSHIP. The Q Safety Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the Q Safety Products) are the property of Q Safety or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The Q Safety Products are licensed, not sold, to You for use only under the terms of this Agreement, and Q Safety reserves all rights not expressly granted to You. Q Safety and Q Safety Products referenced in the Q Safety Products are either trademarks or registered trademarks of Q Safety. Other product and company names mentioned in the Q Safety Products may be the trademarks of their respective owners. For clarification, You shall have no ownership or other right, title or interest in and to the Q Safety Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by Q Safety. You also agree that you will indemnify Q Safety for any and all costs, expenses and damages incurred by Q Safety as a result of your infringement of Q Safety’s intellectual property rights in or to the Q Safety Products.
4. TERM. Your right to access the Q Safety Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between You and Q Safety when you order the Q Safety Products or on the date of shipment of the Q Safety Products on CD ROM or hard drive, or as indicated in your contract with Q Safety. This Agreement is deemed accepted by You and commences upon Your using the Q Safety Products. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular Q Safety Product that You licensed, or the term of the license set forth on the Q Safety Product label on the CD Rom or hard drive, or the term of the license set forth in your contract with Q Safety. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 7 (“Warranty; Disclaimer”), 8 (“Limitation of Liability”), 11 (“Export Law”), and 12 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.
5. TERMINATION. This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement. Q Safety reserve the right to modify or terminate this Agreement, or any of its services, pricing and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by notifying Q Safety in writing. Upon receipt of notice of termination, the license shall cease, and You shall promptly destroy, or return to Q Safety and Q Safety Products in Your possession or control. Further, in the event of a termination or expiration of any agreement between Q Safety and a third-party supplier of content, Your right to access and use such content shall expire.
6. THIRD-PARTY SOURCES. You acknowledge that the Q Safety Products may incorporate information that is proprietary to one or more third party (ies). Such third party(ies) and Q Safety suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with Q Safety directly against You.
7. OPEN SOURCE SOFTWARE. Certain items of software distributed with the Q Safety Products are subject to the Lesser GNU General Public License (“LGPL”), Apache Public License, Mozilla Public License (“MPL”), BSD Public License, Zope Public License (“ZPL”) and MIT Public License or other “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software, which can be found by clicking Here. You agree to comply with the terms of the applicable Open Source Software licenses. Nothing in this document limits Your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. In particular, nothing in this document restricts Your right to copy, modify, and distribute that Open Source Software subject to the terms of the Public Licenses listed above and contained in the link set forth above. As required by the terms of the Public Licenses, Q Safety makes the Open Source Software provided under the Public Licenses, and Q Safety?s modifications, if any, to that Open Source Software, available by written request to the following address and upon payment of the cost of distribution: Q Safety Consultants, LLC., 9504 N INterstate 35 Suite 307, San Antonio, Texas 78233.
8. CONTENT MAINTAINED BY Q Safety. You acknowledge and agree that: (a) Q Safety may, from time to time, elect to update the Q Safety Products, but Q Safety does not warrant or guarantee that any Q Safety Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (b) Q Safety does not assume, and expressly disclaims, any obligation to obtain and include any information in the Q Safety Products; (c) Q Safety is not advocating the use of any product described in the Q Safety Products (or elsewhere), nor is Q Safety responsible for misuse of a product due to typographical or other errors in the Q Safety Products, Your negligence or otherwise; (d) You agree to seek additional information on any product from the manufacturer; and (e) You will use the content included in the Q Safety Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the Q Safety Products through independent and professional sources.
9. WARRANTY DISCLAIMER. THE Q Safety PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” Q Safety AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE Q Safety PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE Q Safety PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE Q Safety PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE Q Safety PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE Q Safety PRODUCTS.
10. LIMITATION OF LIABILITY. EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER Q Safety NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE Q Safety PRODUCTS, NOR Q Safety”S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE Q Safety PRODUCTS, EVEN IF Q Safety, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. Q Safety’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE Q Safety PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Q Safety AND YOU.
11. U. S. GOVERNMENT END USERS. If You are using or accessing the Q Safety Products and you are a government employee, then note that the Q Safety Products are a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the Q Safety Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the Q Safety Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
12. EXPORT LAW. The Q Safety Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by Q Safety prior to any access, You agree not to export the Q Safety Products including but not limited to re-exporting the Q Safety Products, or any part thereof, or any process that is the direct product of the Q Safety Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold Q Safety harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by You of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.
13.1 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Texas as those laws are applied to contracts entered into and to be performed entirely in Texas by Texas residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Texas or in state court in Bexar County, Texas, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
13.2 PRIVACY. Q Safety’s current privacy policies, available at https://qsafetyonline.com, are incorporated herein by reference.
13.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
13.4 ASSIGNMENT. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of Q Safety. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
13.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
13.6 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between Q Safety and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
13.7 Refund and Payment Policy: The Q Safety refund policy is located here: No refunds. (A different refund policy may apply to you if you are using the Q Safety Information subject to a contract between your organization and Q Safety or a Q Safety distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)
13.8 FTC Cancellation Notice: You may cancel this contract and receive a full refund of all monies paid to date if cancellation is made in writing to Q Safety, and mailed/delivered to the institution at the address stated herein within three (3) business days after the date of acceptance. (A different refund policy may apply to you if you are using the Q Safety Information subject to a contract between your organization and Q Safety or a Q Safety distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)
13.9 Job Placement Disclaimer: Q Safety does not guarantee job placement upon program/course completion or upon graduation.
14.0 Holder in Due Course Disclaimer: Any “holder” of a consumer credit contract is subject to all claims and defenses that the debtor could assert against the seller of goods and services obtained pursuant hereto or with the proceeds hereto. Recovery by the debtor shall not exceed amounts paid by the debtor. (FTC Rule effective 5-14-76). See A.R.S. 47-3302 for more information.
14.1 Grievance Procedure: If you are dissatisfied with the services that Q Safety have provided for you, you may direct your written complaint, grievance, or dispute as follows:
(a) First Level of Contact: Customer Service Department
(b) Second Level of Contact: Manager, Customer Service Department
(c) Top Level of Contact: Director, Sales and Customer Service Division
Q Safety Consultants, LLC.
9504 N Interstate 35, Suite #307
San Antonio, Texas 78233
Customer Service # 1-800-610-4213
(e) Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution.
(f) A different grievance procedure may apply to you if you are using the Q Safety Information subject to a contract between your organization and Q Safety or a Q Safety distributor. In that case you should contact the appropriate person within your organization to inquire about the grievance procedure that applies to you.)
14.2 You acknowledge that, in providing You with the Q Safety Products, Q Safety has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that Q Safety may have under trade secret, copyright, patent, or other laws that may be available to it.
THE Q Safety PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Q Safety Consultants, LLC., 2008-19. All Rights Reserved. QSafetyOnline.com is a trademark used under license in the United States and other countries.