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TERMS OF SERVICE OVERVIEW

 

 

This website is operated by UVA RESEARCH CORP.

Throughout the site, the terms “we”, “us” and “our” refer to UVA RESEARCH CORP. UVA RESEARCH CORP offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein.

By visiting our site and/or purchasing something from us, you engage in our “Software Services” and agree to be bound by the following terms and conditions, the “Terms of Service”, (hereinafter the “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Software Services.

If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current store shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

 

SECTION 1 - SERVICE TERMS

Your continued access or use of this website constitutes acceptance of these Terms. With the acceptance of these Terms, you hereby represent that you are at least the age of majority in your state, province or country of residence, or that you are the age of majority in your state, province or country of residence and you have given us your consent to allow any of your dependents, related associates and or assigns, to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Software Services, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of the Software Services.

 

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse the Software Services to anyone for any reason at any time.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Software Services, use of the Software Services, or access to the Software Services or any contact on the website through which the service is provided, without express written permission by us.

We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section 19 Notices or by posting the modified Terms on our website, with immediate effect of the modifications.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

 

SECTION 3 - ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time.

 

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

qmsWrapper reserves the right, in its sole discretion, to add, modify, or delete portions and/or functionality of the Software Services, so long as such changes do not adversely affect, in the aggregate, Customer’s ability to use the Software Services. You acknowledge that the Software Services are on-line, subscription-based services (products), and that in order to provide improved customer experience we may make ongoing improvements and changes to the Software Services, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Software Services during the paid subscription period, we can discontinue any Software Services or any portions or features of any Software Services for any reason at any time without liability to you.

Customer shall cooperate with qmsWrapper in respect of implementing or adopting any updates or changes to the Software Services which are implemented by qmsWrapper to comply with applicable regulations or guidelines relevant to the quality or regulatory processes managed by the Software Services.

qmsWrapper further reserves the right, to modify or replace any part of the Terms. The Terms, as modified or replaced, will be effective immediately upon being made available on the Website and Customer, Users and Administrators shall be bound to the modified and/or replaced Terms as of such effective time. It is the Customer’s responsibility to check these Terms periodically for changes.

 

“HAIL MARY” OPTION

In the unlikely event that, for whatever reason, qmsWrapper declares, by official notice to Customer, that the Software Services are to be discontinued altogether, Customer having a fully paid up and current subscription shall have a one-time option to subscribe to a “Hail-Mary” license of the Software Services, of the then in effect current version, for Customers exclusive use on Customers local network, valid for twelve (12) months plus the unused period remaining in the current previously fully paid up subscription.

Customer agrees and accepts as part of these Terms, that the Hail-Mary license is of an exceptional nature that is intended only as a “last-ditch” safeguard measure to ensure Customers QMS system can be continued with little or no interruption and allowing for a more than reasonable transition period from the current QMS system, and as such further agrees and accepts to hold qmsWrapper, its assigns, affiliates, and officers, absolutely harmless and blameless and without any liability whatsoever.

 

SECTION 5 – PROVISION OF SERVICES

We reserve the right but are not obligated, to limit the sales of our Software Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of services that we offer. All descriptions of services or service pricing are subject to change at any time. We reserve the right to discontinue any service or part of the service at any time. Any offer for any service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Software Services will be corrected.

 

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete and accurate purchase and account information for all purchases of our services. You agree to promptly update your account and other information, including your email address so that we can contact you as needed.

 

SECTION 7 - SOFTWARE

We may make available to you to download client software (the “Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, non-exclusive, nontransferable, revocable license to use the Software, solely to access the Software Services. You agree not to reverse engineer or decompile the Software or Software Services, attempt to do so, or assist anyone in doing so.

 

SECTION 8 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

 

SECTION 9 - THIRD-PARTY LINKS

Certain content, products, and services available via our Software Services may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

 

SECTION 10 - USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Software Services or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

 

SECTION 11 - PERSONAL INFORMATION

Your submission of personal information through the website is governed by our Privacy Policy.

 

SECTION 12 - DATA SAFETY AND BACKUP

In order for us to provide the Software Services to you, you grant us the necessary rights with respect to your data needed for us to provide you that service, including but not limited to, transmit, store, copy and display it to you and your teammates, to index it for search purposes, redundancy and back-up to prevent data loss, and so on as deemed necessary by us to provide that service. Accordingly, you acknowledge that you bear sole responsibility for backup, security, and protection of your data and that qmsWrapper.com will have no liability to you for any authorized access or use of your data, or any corruption, deletion, destruction or loss, of any of your data, howsoever incurred.

We strongly urge that you do your own local back-up to ensure that your data is also in your possession at all times. Additionally, as a fail-safe only, we continuously do a “snap-shot” back-up every 120 minutes to a remote platform. A request by you to restore to the last backed-up copy of your data is subject to additional charges.

 

SECTION 13 - ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on our site or in the Software Services that contains typographical errors, inaccuracies or omissions that may relate to any part of our services. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Software Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Software Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Software Services or on any related website should be taken to indicate that all information in the Software Services or on any related website has been modified or updated.

 

SECTION 14 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Software Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Software Services or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Software Services or any related website for violating any of the prohibited uses.

 

SECTION 15 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Content made available via the Software Services is provided for information purposes only, is subject to change, and will be updated from time to time without notice to you. THE SERVICE IS A TOOL AND IS NOT DESIGNED TO SATISFY YOUR REGULATORY COMPLIANCE REQUIREMENTS. Software Services is simply a TOOL FOR QUALITY MANAGEMENT.

THE CONTENT MADE AVAILABLE THROUGH THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR INFORMED REGULATORY COMPLIANCE ADVICE OR TRAINING. YOU MUST CONSULT A SUITABLY QUALIFIED PROFESSIONAL ON ANY SPECIFIC ISSUE OR MATTER WHICH IS COVERED BY ANY INFORMATION ON THE SERVICE BEFORE TAKING ANY ACTION.

Use of the Software Services is entirely at your own risk and you assume full responsibility and risk of loss resulting from the use of, viewing, access to, relying on, or downloading from, the Software Services and/or Content. You expressly agree that your use of, or inability to use, the Software Services is at your sole risk.

You agree that we are not liable for loss or damages arising out of your use, or your inability to use, the Software Services or any Content or services accessible through the Software Services. The Software Services and Content or services on or accessible through the Software Services are provided on an “as is” and “as available” basis and we make no undertaking, representation or warranty whatsoever: (i) regarding the completeness or accuracy, reliability or timeliness of any of the Content; (ii) that the Software Services, its server or the Content is free from defects, errors, viruses, bugs or other harmful elements; (iii) in relation to availability and/or uninterrupted use of the Software Services and/or the Content, and we expressly disclaim all such warranties, representations and undertakings, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement to the maximum extent permitted by law.

We are not liable to you for: (i) any loss of income, business, revenue or profits; (ii) any loss or corruption of data; (iii) any corruption or damage to equipment device, hardware or software; or (iv) any loss or damage which was not foreseeable to both you and qmsWrapper. To the fullest extent permitted by applicable law, qmsWrapper shall not be liable for any special, indirect or consequential loss, costs, damages, charges or expenses however arising even if qmsWrapper has been advised of the possibility of same in advance.

In no event will qmsWrapper, or its suppliers or licensors, be liable for any deficiency or failure in the quality or regulatory functions of the Customer or any of its Users or Administrators, any failure to obtain the approval of any regulatory or governmental agency, or liability arising from the products manufactured or distributed by the Customer or any such User or Administrator under any contract, negligence, strict liability or other legal or equitable theory.

To the fullest extent permitted by applicable law, if we have any liability to you, it is in all cases limited in aggregate to the Subscription Fees paid to qmsWrapper under the Agreement pro-rated during the 12 months preceding the date on which event giving rise to the claim first arose (except in the case of death or personal injury). Where you pay Subscription Fees annually in advance, qmsWrapper’s aggregate liability will be limited to the equivalent of 12 months of your pro-rated Subscription Fees, as if your Subscription Fees had been paid monthly in advance.

You are liable to QmsWrapper for any loss, damage or harm suffered or incurred by QmsWrapper as a result of your breach of the Agreement.

You acknowledge and agree that the Subscription Fees are based upon the assumption that QmsWrapper’s liability is limited as provided in the Agreement.

 

SECTION 16 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless UVA RESEARCH CORP and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference or your violation of any law or the rights of a third-party.

 

SECTION 17 – SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

 

SECTION 18 - TERMINATION

Termination by You. You may stop using the Software Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

Termination by Us. If we terminate the Terms, or your use of the Software Services(s) or Software for reasons other than for cause, we will make reasonable efforts to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your Content.

 

Unless otherwise stated elsewhere in these Terms, we may, at any time, terminate or suspend your right to use and access the Software Services or Software if:

(A) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);

(B) you fail to make the timely payment of fees for the Software Services or Software, if any;

(C) you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Software Services or Software);

(D) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Software Services or Software); 

(E) we are required to do so by law (for example, where the provision of the Software Services or Software to you is, or becomes, unlawful);

(F) we elect to discontinue the Software Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Software Services, or due to a change of law); or

(G) there has been an extended period of inactivity in your free account. 

 

On termination, qmsWrapper will grant Customer limited access to the Software Services for thirty (30) days to retrieve Customer Data or request its early destruction. Following the thirty (30) day period, qmsWrapper shall promptly destroy all of the Customer Data and Customer Metadata then in qmsWrapper’s possession or control. All Confidential Information will be returned to the Disclosing Party or destroyed, at the Disclosing Party’s option. Disclosing Party may request that the Receiving Party certify the return or destruction of all Confidential Information held by it.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Software Services (or any part thereof).

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

 

SECTION 19 – NOTICES

Any notice under these Terms must be given via email to your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by email to legal.notice@qmsWrapper.com, Attn: General Counsel. Your notices to us will be deemed given upon receipt.

 

SECTION 20 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, even if we have been so advised.

These Terms and any policies or operating rules posted by us on this site or in respect to The Software Services constitutes the entire agreement and understanding between you and us and govern your use of the Software Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

 

SECTION 21 - GOVERNING LAW

These Terms and any separate agreements whereby we provide you Software Services shall be governed by and construed in accordance with the laws of the province of Ontario and of Canada and conducted in the City of Toronto.

 

SECTION 22 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Software Services following the posting of any changes to these Terms constitutes acceptance of those changes.

 

SECTION 23 - CONTACT INFORMATION

Questions about the Terms should be sent to us at contact@qmswrapper.com

 

 

Terms of Sales

 

qmsWrapper.com is a division of UVA Research Corp., accepts the following forms of payment: all valid Credit/Debit cards and/or payments through a PayPal account. All payments made will be charged in either USD (US dollars) or Euro’s.

 

Subscription

Subscription is on an annual basis. A valid Credit Card and Billing information are required to complete the purchase. All payments will be charged in USD (US Dollars) or in EURO.

We do not see or keep any credit card payment information from our customers. As such any refunds, if applicable, can only be processed via other means of payment after it is authorized by us. Please see our Refund Policy for further information.

We do NOT keep your CC info for your security. This means that for renewals we must ask for your CC info again. Consider this a necessary and minor inconvenience for much greater security of your financial information.

 

Adding Users and Storage

Licensing is by User up to a maximum of 25, after which we ask that you contact us to add more users. Storage is licensed up to a maximum of 500GB, after which we ask that you contact us to add more Storage.

You will be able to add more Users and Storage space anytime during the active license. (up to the 50 User and 500 GB limits referred to above).  

When Adding Users and/or Storage, the price is calculated based on the remaining days of your current license and billed at the same User and Storage rate as was billed with your current license. All subsequently added Users and Storage is active concurrently with and for the duration of your current license.

You can't lower the number of Users or Storage space in your active license.

Restructuring your package for a lower number of Users or Lower Storage is possible only at the end of a paying cycle when renewing the license.

New accounts and additions to existing accounts, including adding users or storage will be active almost immediately after the payment is successfully processed.

 

Renewing License 

You can renew your license 1 month before your current subscription expires. At renewal, you can restructure the number of Users either lower or higher, and or adjust the Storage space. You can change your package, see the billing options, or proceed with your current parameters. The renewed license will be active from the end of the current license. 

 

Refund and Cancellation Policy

We will not offer a full refund unless major problems and bugs exist within our applications and these are not fixed in a timely manner. We reserve the right to determine what is a major problem or bug and what constitutes a timely manner, at our sole discretion. It is Users’ responsibility to inform us of any application errors.

In exceptional cases, a user may submit a request for refund by stating appropriate grounds for such a refund. We will consider each individual refund request but we are not obligated to grant User a refund just based on the submission of a request. YOU MAY NOT REQUEST A REFUND IF YOU HAVE ALREADY USED THE SERVICE FOR MORE THAN FIVE (5) BUSINESS DAYS AFTER MAKING PAYMENT. We do not offer refunds for storage plan payments. REFUNDS will be amount paid, pro-rated if applicable, and less a 25% service charges, and any currency conversion charges at the rate the refund is processed.

 

Electronic Contracting

Your use of our, qmsWrapper’s, Marketplace includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. It is your responsibility to have all the appropriate hardware and software that allows you access to your electronic records. 

Note:    all payment transactions made through this Marketplace will appear under the company name “UVA Research Corp”.