Subscription Terms and Conditions

This agreement between you and QuesGen sets forth the terms of your subscription to QuesGen’s online services. Unless we have a specific signed agreement with your institution that covers the terms below, your usage of this system constitutes acceptance of these terms.

QuesGen is: QuesGen Systems, Inc., a Delaware Corporation with mailing address 1325 Howard Ave, #437, Burlingame, CA 94010. Main phone is 650-777-7617.

1. Privacy & Security; Disclosure

QuesGen has privacy and security policies that apply to the services it provides. These policies, which may be viewed at our Privacy Policy page and www.QuesGen.com, are incorporated into this agreement.

2. License Grant & Restrictions

Subject to all of the other terms of this agreement, QuesGen grants you a non-exclusive license to use its online service from anywhere in the world. The number of individuals who may exercise this license is described in Section 6 of this agreement, regarding individual user licenses and logon credentials. All rights not expressly granted to you by this license are reserved by QuesGen and its licensors.

You agree that:

• this license is, and all individual user licenses and logon credentials that QuesGen provides to you are, limited to use for your own internal purposes;
• you will not resell, sublicense, or otherwise transfer any QuesGen license or logon credential to anyone else, whether or not for money;
• you will not market, sell, resell, or distribute any of QuesGen’s online services or content, or otherwise make them available to anyone else, whether or not for money;
• you will not make any modifications to any of QuesGen’s online services or content, or create any derivative work based upon those services or content;
• you will not create any Internet links to QuesGen’s service or content;
• you will not frame or mirror any of QuesGen’s content on any device;
• you will not reverse engineer QuesGen’s service;
• you will not access QuesGen’s service to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions or graphics of the Service;
• you will not allow any logon credential provided to you by QuesGen to be used by more than one member of your organization; however you may reassign individual logon credentials within your organization;
• upon termination of your license, all individual user licenses issued to you also terminate.

3. Your Responsibilities

You are responsible for all activity occurring under individual user licenses and associated logon credentials provided to you. You agree that you, and all such persons will abide by all local, state, national and foreign laws that apply to your use of QuesGen’s services in the place where you or they use them. (These may include laws pertaining to HIPAA regulations, data privacy, international communications and the transmission of technical or personal data.)

You also agree that you will not use, or allow QuesGen’s services or systems to be used, to:

• send unsolicited messages in violation of applicable law, or to send or store messages or materials that are threatening, libelous or obscene, that violate the privacy rights of others, or that infringe upon any patent, trademark, or copyright;
• send or store software viruses, worms, or other harmful computer code of any kind or description;
• take any action to interfere with or disrupt the operation or content of QuesGen’s services, computers, or computer systems or the operation or content of any other persons services, computers or computer systems;
• gain unauthorized access to QuesGen’s services or to its related systems or networks.

You agree to notify QuesGen (email support@quesgen.com) immediately of any unauthorized use of any logon credentials or any other known or suspected breach of security or prohibited use of QuesGen’s services, computers or computer systems.

4. Account Information and Data

QuesGen does not own or control any content that you enter into its systems in the course of using its services. Other than the data security that QuesGen provides to each of its subscribers, and any obligations that QuesGen has under applicable law (for example, under certain circumstances to remove content that infringes on a third party’s intellectual property rights) QuesGen has no responsibility whatsoever for your content.

You have sole responsibility for all content you enter into QuesGen’s systems, including but not limited to responsibility for the accuracy, quality, integrity, and reliability of that content, and intellectual property rights to that content. QuesGen is not responsible or liable to you in any way for the correction, modification, or deletion, of your content.

If you or QuesGen terminates this agreement for any reason other than your breach, and if you so request at the time of termination, QuesGen will make an electronic file containing all of your content available to you within 30 days of the termination.

If this agreement is terminated by QuesGen because of your breach (for example, for non-payment or for improper use), QuesGen has no obligation to provide you with any further access to your content and may, immediately and without notice, delete your content from its systems.

5. Intellectual Property Ownership

QuesGen (and its licensors, where applicable) owns all title to and rights in (including intellectual property rights) QuesGen’s services, the technology developed by QuesGen to provide those services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided to QuesGen by you or others regarding its services.

This agreement provides you a license to use QuesGen’s services only. It is not a sale or a conveyance to you of any rights of ownership with regard to QuesGen’s services or its intellectual property rights (or the services or intellectual property rights of its licensors).

The names “QuesGen” and “QuesGen Systems, Inc.,” the QuesGen Systems, Inc. logo, and the product names associated with QuesGen’s services are trademarks of QuesGen or third parties, and this agreement does not grant you any right or license to use them.

6. User Licenses

You may exercise your license to use QuesGen’s services and systems through individual user licenses. Each individual user license is associated with unique login credentials consisting of a username and password. You agree that each individual user license issued to you will be assigned to and used by only one individual.

Regardless of when issued to you, individual user licenses have the same duration as the term of the current license granted by this agreement. The number of individual user licenses provided to you is specified on your most current invoices that QuesGen provides to you.

You may modify the number of individual user licenses upon request to QuesGen so long as you are not in breach of this agreement.

Additional individual user licenses will be issued for the same term as remains on your existing license (whether it is the original or a renewal term). The license fee for additional individual user licenses will be QuesGen’s then-current, generally applicable individual user license fee. Individual user licenses added in the middle of a billing month will be charged in full for that billing month.

You may reduce the number of individual user licenses by giving QuesGen 30 days’ notice before the end of your existing license term.

7. Charges and Payment of Fees

You agree to pay QuesGen’s standard fees and charges in accordance with the initial schedule of fees and charges attached to this agreement. You are responsible for paying for all individual user licenses you order for the term of the license granted by this agreement, whether or not those login credentials are actively used.

QuesGen reserves the right to modify its fees and charges, and to introduce new charges at any time, upon at least 45 days prior notice to you. You agree that QuesGen may give you such notice by e-mail at the email address you specify in your billing contact information.

Fees for non-standard services will be charged on an as-quoted basis.

QuesGen’s fees are exclusive of all taxes, levies, or duties. Except for taxes based solely on QuesGen’s income, you are responsible for payment of any taxes, levies, or duties due on the fees QuesGen charges you.

You agree that all terms of the fees and charges QuesGen provides to you are confidential and that you will not disclose them to any third party.

8. Billing

QuesGen’s fees and charges are billed and collected monthly. You agree to pay QuesGen’s invoices within 30 days of the invoice date. You agree that your late payments are subject to a late fee and to interest at the rate of 10% per year.

You agree to provide QuesGen with complete, accurate and current billing and contact information. This information includes your legal name, your street address, the e-mail address at which you authorize QuesGen to provide you with notice as required or permitted under this agreement, the name and telephone number of your authorized billing contact, and the name and address of your license administrator. You agree to provide QuesGen with updated information within 30 days of any change.

If you believe your bill is incorrect you agree to contact QuesGen in writing within 60 days of the invoice date of the invoice containing the amount you question. You agree that after 60 days your invoices are final and will not be adjusted or credited.

9. Non-Payment and Suspension

QuesGen may suspend your access to its services and systems without terminating this agreement if any payment you owe QuesGen is overdue.

Licensee agrees and acknowledges that QuesGen Systems, Inc. has no obligation to retain your content and that your content may be irretrievably deleted if your account is delinquent 90 days or more.

10. Term and Termination

This agreement commences on the date you began using the system, for the initial term as agreed.

You or QuesGen may terminate this agreement without cause on written notice given at least 30 days prior to the expiration of any term of this agreement. Termination without cause will be effective upon the expiration of the current term.

Unless either you or QuesGen gives notice of termination, upon expiration of the initial term or any renewal term this agreement will automatically renew on a month to month basis.

Renewal will be at the rates applicable to the just ended term unless QuesGen has given you at least 45 days prior written notice of a fee increase, in which case the increased rates will apply.

You agree that QuesGen has no obligation to retain any of your content more than 30 days after termination, and that beyond that time it may delete your content.

QuesGen may terminate this agreement immediately for cause on written notice to you if:

• You breach any of your payment obligations under this agreement and have not cured that breach within 30 days of QuesGen’s notice to cure;
• You or any person to whom you have provided an individual user license makes any unauthorized use of or obtains unauthorized access to QuesGen’s services or systems.

11. Representations & Warranties

You and QuesGen each represent and warrant that it has the legal power and authority to enter into this Agreement. QuesGen represents and warrants that it will provide its services in a manner consistent with reasonably applicable general industry standards and that its services will perform substantially in accordance with reasonable functional requirements under normal use and circumstances.

12. Indemnification

You agree that you will indemnify and hold harmless QuesGen, its licensors, their parent, subsidiary or affiliate organizations, and the officers, directors, employees, attorneys and agents of any of them, from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with:

(i) any claim alleging that your use of content you placed on QuesGen’s systems infringes the rights of, or has caused harm to, a third party;

(ii) any claim which, if true, would constitute a violation by you of your representations and warranties under this agreement; or

(iii) any claim arising from the breach of this agreement by you or by any person to whom you provide an individual user license,

provided that QuesGen (a) gives you prompt written notice of the claim; (b) offers to give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release QuesGen of all liability and such settlement does not affect QuesGen’s business or services); (c) provides you all information available to it and all assistance that you reasonably require to defend the claim; and (d) has not compromised or settled such claim.

QuesGen agrees to indemnify and hold harmless you, and your parent, subsidiary or affiliate organizations, and the officers, directors, employees, attorneys and agents of any of them, from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with:

(i) any claim alleging that QuesGen’s services directly infringe a copyright, a U.S. patent issued as of the effective date of this agreement, or a trademark of a third party;

(ii) any claim which, if true, would constitute a violation by QuesGen of its representations or warranties under this agreement; or

(iii) a claim arising from breach of this agreement by QuesGen,

provided that you (a) give QuesGen prompt written notice of the claim; (b) offer to give QuesGen sole control of the defense and settlement of the claim (provided that QuesGen may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide QuesGen all information available to you and all assistance that it reasonably requires to defend the claim; and (d) have not compromised or settled such claim.

QuesGen has no indemnification obligation, and you will indemnify QuesGen pursuant to this Agreement, for any infringement claims arising from any combination of QuesGen’s services with any of your content, products, services, hardware or business processes.

13. Internet Delays

QuesGen’s services are dependent upon the availability of the Internet. QuesGen’s services may be subject to limitations, delays and other problems inherent in use of the Internet and electronic communications. QuesGen is not responsible for any delays or delivery failures or for any damages resulting from such problems.

14. Disclaimer of Warranties

QUESGEN SYSTEMS, INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY OF QUESGEN’S SERVICES OR ANY CONTENT ON QUESGEN’S SYSTEMS. QUESGEN AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL SERVICE AND CONTENT PROVIDED TO YOU IS PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY QUESGEN AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability

Except for the indemnity obligations set forth in this agreement, in no event shall either your or QuesGen’s liability to the other exceed the total amount actually paid by or due from you in the twelve-month period immediately preceding the event giving rise to any claim. Neither QuesGen nor its licensors shall be liable to you for any damages of any kind or legal description, whether general or special, compensatory or punitive (including but not limited to loss of data, revenue, or actual or anticipated profits), arising out of or in any way connected with your subscription to QuesGen’s services, your use of or inability to use those services, content you obtain from or through those services, or errors, omissions, or inaccuracies in those services or content, regardless of cause, even if you or QuesGen has advised the other of the possibility of such damages.

16. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

17. Local Laws and Export Control

QuesGen provides online services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union.

You agree that these services shall not be used by, in or from, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to:

• Countries as to which the United States, Switzerland and/or the European Union maintains an embargo;
• A national or resident of any such country; or,
• Any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders.

You acknowledge that the U.S. government’s lists of embargoed countries and designated nationals are subject to change without notice.

You represent and warrant that you are not, and you are not located in, under the control of, or a national or resident of, any such embargoed country or designated national.

You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

You acknowledge that QuesGen’s services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

QuesGen Systems, Inc. and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the content on QuesGen’s computer systems contrary to the law of the United States, Switzerland, or the European Union (including the law of each of the European Union Member States), is prohibited.

You agree that no content you place on or acquire from or through QuesGen’s computer systems, nor any information acquired through your use of QuesGen’s services, is or will be used for design, development, testing or evaluation of nuclear, chemical or biological weapons or weapons delivery systems unless you have been specifically and expressly authorized to conduct such activity by the government of the United States, Switzerland, or the European Union (or one of its member states).

18. Notice

QuesGen may give you notice pursuant to this agreement by:

You may give notice to QuesGen pursuant to this agreement by:

19. Assignment; Change in Control

You may assign this agreement without QuesGen’s prior written agreement. QuesGen may assign the agreement without your consent to (i) a parent or subsidiary, (ii) an acquirer of QuesGen’s assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

QuesGen is entitled to terminate this agreement immediately and for cause in the event of any actual or proposed change in your control that results, or would result, in a competitor of QuesGen’s directly or indirectly owning or controlling 50% or more of you.

20. Governing Law; Venue

This agreement is governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.

Any disputes, actions, claims or causes of action arising out of or in connection with this agreement, QuesGen’s services, content or systems, shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

21. General

Except as expressly set forth in this agreement, no text or information set forth on any purchase order, preprinted form or other document shall add to, vary or alter the terms of this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then that provision shall be construed and reformed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, and all other provisions shall remain in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between you and QuesGen as a result of this agreement or your use of QuesGen’s services or content on QuesGen’s systems.

QuesGen’s failure to enforce any right or provision in this agreement shall not constitute a waiver of such right or provision unless such a waiver is expressly acknowledged and agreed to by QuesGen in writing.

Unless another signed agreement outlining these terms and conditions is signed with your organization, these terms, together with accompanying order form and fee schedule, constitute the entire agreement between you and QuesGen, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and QuesGen concerning the subject matter of this agreement.

QuesGen Systems, Inc.
Support@quesgen.com