Terms of Use

Effective date: May 1, 2022

PLEASE READ THESE TERMS OF USE ("TERMS" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY SIMPLEQI, LLC. THESE TERMS SET FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE PLATFORM AND SERVICES AT HTTP://WWW.SIMPLEQI.COM, HTTPS://APP.SIMPLEQI.COM/AND ALL SERVICES PROVIDED BY SIMPLEQI, LLC ON THE PLATFORM. The following terms and conditions govern all use of the website www.simpleqi.com, its associated sub-pages, sub-domains, our mobile applications and/or mobile-version of our platform (“Platform”), and any services provided therethrough (“Services”) and all application programming interfaces, content, services and products available at or through the Platform by the user (“user” “you” “your”). The Services are operated and provided by SimpleQI, LLC (“SimpleQI, "us", "we", or "our"). The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, SimpleQI’s Privacy Policy, and for users located in the European Union, United Kingdom, or Switzerland, our GDPR Compliance Statement) and procedures that may be published from time to time on this Platform by SimpleQI (collectively, the “Terms”).

Please read this Terms carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to become bound by the terms and conditions of the Terms. If you do not agree to all the terms and conditions of the Terms, then you may not access the Platform or use any of the services.

This Terms applies to all users of the Platform, including without limitation users who are vendors, customers, merchants, and/or contributors of content, information and other materials or services on the Platform.

If you have any questions, contact us at support@simpleqi.com.

By accessing or using the Services, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these terms, then you do not have permission to access or use the Services.

SimpleQI’s Services
1. SimpleQI acts as an integrated online platform designed to allow Customers and End Users (as defined below) to share data and collaborate on quality improvement projects, innovation, and project management. SimpleQI allows you to upload measurement data, post process changes, discussions and share third party content (including third party links), and user-generated content, in order to share information and facilitate such educational discussions.
2. SimpleQI does not prescreen its users or the Content (as defined below) or information provided by users. SimpleQI does not verify any users position, credentials, resume, or other qualifications. SimpleQI does not verify the veracity of any statements, or Content of its users. Therefore, SimpleQI has no control over the quality, safety, morality or legality of any Content on the Platform. SimpleQI cannot guarantee the true identity, age, nationality, professional experience, or background of a user.
3. You agree that SimpleQI is a platform only and therefore is not responsible or liable for any Content including, but not limited to, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, ratings, forum posts, and links posted by you, other users, or outside parties on SimpleQI. SimpleQI does not guarantee continuous, uninterrupted access to the Platform, and operation of the Platform may be interfered with by numerous factors outside SimpleQI's control. SimpleQI may also be inaccessible or inoperable due to (i) equipment malfunctions; (ii) periodic maintenance or repairs; (iii) causes beyond SimpleQI’s control or which are not reasonably foreseeable. Your use of the SimpleQI Platform is at your own risk.
4. Organizations that have paid for a subscription to SimpleQI for use by their project end users ("Customers") must enter into a written agreement with us. That agreement permits Customers to create and configure teams and invite others ("End Users") to join. If you have been invited to a team created by a Customer, you acknowledge and agree that Customer owns all content that you submit or upload to the Services and controls your use of the Services in accordance with applicable local laws, including but not limited to adding or removing you from a team, managing permissions, and accessing, modifying, or removing content that you submit or upload to the Services.
Registering Accounts.
1. SimpleQI's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Services.
2. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. ) To complete your account registration, you will provide your email address and create a password.
3. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Services or a third-party Service. You must notify us immediately at support@simpleqi.com upon becoming aware of any breach of security or unauthorized use of your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.
4. You represent and warrant that all registration information you submit is accurate and truthful. SimpleQI may, in its sole discretion, refuse to offer access to or use of the Platform to any person or entity, for any or no reason, and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Platform is revoked in such jurisdictions. In addition, you must abide by all SimpleQI's policies mentioned in these Terms as well as all other operating rules, policies, and procedures that may be published from time to time on the Platform by SimpleQI (if applicable to your activities on, or use, of the Platform), each of which is incorporated herein by reference and each of which may be updated by SimpleQI from time to time without notice to you. In addition, some services offered through the Platform may be subject to additional terms and conditions promulgated by SimpleQI from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Terms by this reference.
5. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Platform and any SimpleQI service.
Communications

By creating an account on our Services, you agree to receive emails for welcome messages, service updates, account updates, status reports, notices concerning projects you are participating in, and lost password requests.
Subscriptions.
1. Some parts of the Services are billed on a subscription basis ("Subscription(s)"). Organizations that desire to have a paid subscription to the Services must enter into the SimpleQI Master Services Terms concerning such subscription.
2. SimpleQI may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial") to Organizations.
3. The Organizations’ use of the Subscription and Services will be subject to these Terms. The Organization will not be charged by SimpleQI for the Free Trial period
4. At any time and without notice, SimpleQI reserves the right to (i) modify the terms and conditions of the Free Trial, or (ii) cancel such Free Trial.
Fee Changes.
1. SimpleQI, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective upon the effective renewal date of the Subscription, unless otherwise provided in a Master Services Terms between Organization and SimpleQI
2. SimpleQI will make good faith efforts to provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
3. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Content.
1. Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("User Content"). By submitting User Content, Users grant SimpleQI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, trademark, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow SimpleQI to store, translate, or re-format your Content on SimpleQI and display your Content on SimpleQI in any way SimpleQI chooses. SimpleQI will only use personal information in accordance with SimpleQI's Privacy Policy.
2. You are responsible for the Content that you post on or through the Services, including its legality, reliability, and appropriateness. Keep in mind that our Services are not HIPAA compliant. By posting Content on or through the Services, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, and (iii) that the Content does not contain any personally identifiable health information or protected health information (PHI) data falling under HIPAA regulations.
3. Prohibited, Questionable, and Infringing Content and Activities
  1. You are solely responsible for your conduct and activities on and regarding SimpleQI and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, and links (together, "Content") that you submit, post, and display on SimpleQI.
  2. You hereby represent and warrant that you will not and your Content and your use of SimpleQI shall not:
    1. upload, download, post, email or otherwise transmit any Content in a fraudulent manner/for the purposes of committing a fraud.
    2. upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
    3. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
    4. upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances.
    5. upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
    6. use the Service to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.
    7. upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.
    8. upload, download, post, email or otherwise transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
    9. upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.
    10. disrupt or interfere with the security of, or otherwise abuse, the Platform, or any services, system resources, accounts, servers, third party sites, vendor’s or customer’s sites, or networks connected to or accessible through the Platform or affiliated or linked websites.
    11. access, tamper with or use non-public areas of the Platform. Unauthorized individuals attempting to access these areas of the Platform may be subject to prosecution.
    12. disrupt or interfere with any other user's enjoyment of the Platform or affiliated or linked websites.
    13. frame the Platform within another Platform or webpage or link to the Platform except as permitted in writing by SimpleQI or Host images not part of a listing.
    14. incorporate images or names that would violate a person's right of privacy or publicity; or incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness without their express written consent.
    15. use a manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Platform.
    16. copy, modify or distribute rights or Content from the Platform, service or tools, or SimpleQI’s copyrights and trademarks.
    17. harvest or otherwise collect information about users, including email addresses, without their consent.
    18. violate this Terms, any Platform policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
    19. make, post, or write a fake or defamatory review or rating, trading reviews with others, or compensating someone or being compensated to write, change, or remove a review or rating.
    20. appear to create liability for SimpleQI or cause SimpleQI to lose (in whole or in part) the services of SimpleQI's ISPs or other suppliers.
    21. promote a business or other commercial venture or event, or otherwise use the Platform for commercial purposes.
4. You acknowledge that SimpleQI does not pre-screen submitted Content, but that SimpleQI and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Platform. SimpleQI does not endorse any Content submitted to the Platform by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and SimpleQI expressly disclaims any and all liability in connection with any Content. Without limiting the foregoing, SimpleQI and its designees shall have the right to remove, without prior notice, any Content that violates the Terms or is otherwise objectionable to SimpleQI. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
5. You acknowledge and agree that you alone are responsible for the creation and compilation of your Content.
6. You acknowledge and agree that SimpleQI may, but is not obligated to, preserve or store your Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation, storage or disclosure is reasonably necessary and as set forth in our Privacy Policy and/or GDPR Compliance Statement, as applicable. You understand that the technical processing and operation of the Platform, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
7. You agree that you are responsible for actions and communications undertaken under your account. SimpleQI takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against SimpleQI and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Platform. You agree to indemnify SimpleQI and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Terms.
8. You agree that you will use this Platform in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
9. Users of SimpleQI's free services maintain ownership of the User Content that they submit to the Services ("Free User Content").
10. End Users of paid Subscriptions acknowledge that all Content is owned and controlled by the Customer that has established the Subscription and inviting End User to participate as set forth herein.
11. Content generated or provided by SimpleQI on the Platform is the property of SimpleQI or are used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from SimpleQI.
12. SimpleQI considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Platform or otherwise (other than the account information, personal information, and Content) (collectively, the "Material") to be non-confidential and non-proprietary, and SimpleQI shall not be liable for the disclosure or use of such Material. If, at SimpleQI's request, any user sends Material to improve the Platform (for example through the Forums or to customer support), SimpleQI will also consider that Material to be non-confidential and non-proprietary and SimpleQI will not be liable for use or disclosure of the Material. Any communication by you to SimpleQI is subject to this Terms. The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to SimpleQI upon their submission or communication to SimpleQI, and you do assign all rights therein to SimpleQI and agree that the same will automatically become the property of SimpleQI and that SimpleQI may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, SimpleQI may elect, forever, without compensation or accounting to you and without further recourse by you. YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.
Intellectual Property
1. SimpleQI, and other SimpleQI graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of SimpleQI LLC in the U.S. and/or other countries. SimpleQI's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits SimpleQI. All other trademarks not owned by SimpleQI that appear on this Platform are the property of their respective owners.
2. You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Platform, by SimpleQI, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any Content received through the Platform without the authorization of SimpleQI or the Content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute Content available through the Platform, in violation of applicable copyright and other intellectual property laws.
3. You acknowledge and agree that the Platform and any software provided to you or used in connection with the Platform, including, for example and without limitation, any SimpleQI API or other scripts ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Platform, without SimpleQI’s express written consent.
Links To Other Web Sites
1. Our Services may contain links to third party web sites or services that are not owned or controlled by SimpleQI.SimpleQI has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
2. You acknowledge and agree that SimpleQI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
3. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Termination.
1. We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
2. If you wish to terminate your account, you may simply discontinue using the Services.
3. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Indemnification.
You agree to defend, indemnify and hold harmless SimpleQI and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Services, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Services. You will be held liable for losses, damages, liability, expenses and attorneys' fees incurred by SimpleQI or a third party due to someone else using your account.
Limitation Of Liability.
In no event shall SimpleQI, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SIMPLEQI TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
1. THE WEBSITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT SIMPLEQI MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. THE SimpleQI MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE, ITS SAFETY OR SECURITY, OR THE WEBSITE CONTENT. ACCORDINGLY, SimpleQI IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE WEBSITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE.
2. SIMPLEQI MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE WEBSITE OR THE WEBSITE'S USERS. ACCORDINGLY, SIMPLEQI IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE LABS LISTED OR FEATURED ON THE WEBSITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK.
3. SIMPLEQI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE WEBSITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE SimpleQI SHALL CREATE A REPRESENTATION OR WARRANTY.
4. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.
5. SIMPLEQI’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE WEBSITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE SimpleQI IN CONNECTION WITH THE WEBSITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
6. SIMPLEQI DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
7. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Governing Law, Resolution of Disputes and Release.
1. These Terms shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, located in the United States of America, without regard to its conflict of law provisions.
2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
3. In the event a dispute arises between you and SimpleQI, please contact SimpleQI. Any dispute arising from or relating to the subject matter of this Terms shall be finally settled by arbitration in Suffolk County, Massachusetts, using the English language in accordance with the Arbitration Rules and Procedures of American Arbitration Association ("AAA") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the Arbitration Rules and Procedures of AAA. The arbitrator’s award shall be final and binding. The prevailing party in any arbitration or other proceeding arising under this Terms shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the District of Massachusetts, Suffolk County. Use of the Platform is not authorized in any jurisdiction that does not give effect to all provisions of the Terms, including without limitation, this section. You and SimpleQI agree that any cause of action arising out of or related to the Platform (including, but not limited to, any services provided or made available therein) or this Terms must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
4. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Massachusetts, Suffolk County. You further agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration you and SimpleQI waive any right to a jury trial.
5. In the event a dispute arises between you and another user or a third party, SimpleQI encourages you to contact the user or third party to resolve the dispute amicably. If you have a dispute with one or more users or vendors you release SimpleQI (and SimpleQI’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
6. You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
7. You release SimpleQI (and SimpleQI's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party.
Breach
1. Without limiting any other remedies or abilities, SimpleQI may, without notice, and without refunding any fees, delay or immediately remove Content, warn SimpleQI's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Platform, and take technical and legal steps to keep a user off the Platform and refuse to provide services to a user if any of the following apply:
  1. SimpleQI suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Terms, the Privacy Policy, or other policy documents and community guidelines incorporated herein; SimpleQI is unable to verify or authenticate any of your personal information or Content; or SimpleQI believes that a user is acting inconsistently with the letter or spirit of SimpleQI's policies, has engaged in improper or fraudulent activity in connection with SimpleQI or the actions may cause legal liability or financial loss to SimpleQI's users or to SimpleQI.
  2. SimpleQI reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on SimpleQI.
  3. SimpleQI’s failure to act with respect to a breach by you or others does not waive SimpleQI’s right to act with respect to subsequent or similar breaches.
DMCA and Intellectual Property Rights Policy

As SimpleQI asks that others respect its intellectual property rights, SimpleQI respects the intellectual property rights of others. If you believe that material located on or linked to by the Platform violates your copyright or trademark, you are encouraged to notify SimpleQI in accordance with SimpleQI’s Digital Millennium Copyright Act (“DMCA”) Policy (see below). SimpleQI will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Platform. SimpleQI may terminate a user’s access to and use of the Platform at SimpleQI’s sole discretion if SimpleQI determines that the user is or may be infringing on the copyrights or other intellectual property rights of SimpleQI or others.

DMCA/IP Notification Policy: To notify SimpleQI of infringing or unlawful Content, please provide SimpleQI with the following information:
1. Your name, address, telephone number and e-mail address;
2. A description of the exact location on the Platform of the infringing or unlawful content;
3. A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;
4. In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;
5. In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and
6. A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.
SimpleQI takes such notices very seriously. SimpleQI will evaluate the provided notice and if appropriate, based on SimpleQI’s sole discretion, remove the content or disable access to the content. Based on SimpleQI’s judgment, SimpleQI may notify the source of the content of your complaint and SimpleQI’s actions in response to your complaint. SimpleQI reserves the right in SimpleQI’s sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. SimpleQI encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.

SimpleQI may be notified of claims of intellectual property infringement by mailing or emailing the above requested information to:

SimpleQI LLC
16 Applewood Rd
Norfolk, MA 02056
Attn: Michael Iantosca
Email: support@simpleqi.com
Infringement and Third-Party Content
Because the Platform allows content to be posted from third parties and third-party websites, there is a chance that the ability to remove any allegedly infringing content will be out of SimpleQI’s control. While SimpleQI will make a good faith effort to remove the allegedly infringing content, once content is posted from SimpleQI to any third-party website, SimpleQI will have no control or ability to remove such content. If you believe your copyright has been infringed by a SimpleQI user posting content from a third-party website or to a third-party website, we strongly suggest you contact the third party or third-party Platform directly and request the allegedly infringing material be taken down.
Severability
If any provision of this Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Terms shall remain in full force and effect.
Relationship
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Terms.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Please check this page periodically for updates. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.
Assignment
SimpleQI may assign its rights and responsibilities hereunder without notice to you.
General
These terms and conditions will inure to the benefit of SimpleQI’s successors, assigns and licensees. Any heading, caption, or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. The failure of SimpleQI to exercise or enforce any right or provision of this Terms will not constitute a waiver of such rights or provisions.
Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to SimpleQI; Attn: Legal Department; 16 Applewood Rd, Norfolk, MA 02056 (in the case of SimpleQI) or, in your case, to the email address you provide to SimpleQI (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, SimpleQI may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to SimpleQI. In such case, notice shall be deemed given three days after the date of mailing.

Contact Us
If you have any questions about these Terms, please contact us: support@simpleqi.com.