This Terms of Use Agreement is between Quadbase Systems Inc., ("Quadbase”). and you or the entity that you represent (hereafter referred as "you”) for governing your use of Quadbase Service as defined below (hereafter referred to as "Service").

Please read these Terms of Use carefully before using the service. By signing up for the Service using the Service, or accessing or using any of the Sites, you agree to these Terms of Use and acknowledge that they form a binding agreement between you and Quadbase. You must be of legal age to do so. If you do not agree to these Terms of Use, then you may not view or use the Sites Quadbase reserves the right to change these Terms of Use at any time without prior notice. You agree that each visit you make to the Sites will be subject to the Terms of Use in effect at the time of that visit, and that your continued use of the Sites after any changes to these Terms of Use confirms that you have read, accepted, and agreed to be bound by the revised Terms of Use then in effect.

1. DEFINITIONS

   
   
   This Terms of Use Agreement is between Quadbase Systems Inc., ("Quadbase"). and you or the entity that you represent (hereafter referred as "you”) for governing your use of Quadbase Service as defined below (hereafter referred to as "Service").
   1. "Quadbase Systems Inc. Marks" means any word, symbol or device, used by Quadbase Systems Inc. to identify and distinguish QUADBASE’s products or services from the products or services of others, and to indicate the source of such goods or services, including, without limitation, trade names, trademarks, service marks, and logos, including, without limitation, the "https://cloud.quadbase.com” designation, and "www.quadbase.com”.
   2. "QUADBASE Software" means Quadbase Systems Inc.'s proprietary software, ERES Cloud, that enables you to offer and manage reporting and dashboards online, including any updates and patches. The QUADBASE Software functionality is described in online documentation ERES DOC. In good faith, QUADBASE reserves the right to change any information, features and functions of the QUADBASE Software and services without liability to QUADBASE.
   3. "QUADBASE Network" means the online network and Internet sites that QUADBASE hosts at certain third party hosting service provider.
   4. "QUADBASE Service" means Quadbase Software running on Quadbase Network.
   5. "User Account" the account set up by QUADBASE for your benefit.
   6. "User's Marks" means any word, symbol or device used by you to identify and distinguish your products or services from the products or services of others, as protectable by law. User's Marks include any third party marks provided by you hereunder.

2. LICENSE/SCOPE/LIMITATIONS/SERVICES

   
   
   
   1. Fee structures. For services rendered, you agree to pay Quadbase according to scheme published on "QUADBASE Network".
   2. Grant. Subject to the terms of this Agreement, and in consideration for the fees paid to QUADBASE from you, QUADBASE hereby grants, and you hereby accepts, a nonexclusive, nontransferable, limited license, without right to sublicense, to access and use Service (and any associated documentation). You may not use Service for any other purpose other than as expressly set forth in this Agreement. Use of Service shall be governed by the terms and conditions of this Agreement.
   3. Except as may be expressly set forth in this Section 2.2, you will not yourself, or through any third party, download, reverse engineer, disassemble, decompile, create derivative works of, distribute, transmit, webscript, publish, display, sell, lease, or otherwise attempt to derive source code or design information of, QUADBASE Software, or any other software licensed hereunder. Under this agreement, QUADBASE gives you permission to access and use Service (and other expressly licensed software) and to copy, distribute and transmit the content to the extent that such copying, distribution, and transmission is automatically done through your end users’ browser software incidentally to using Service.
   4. QUADBASE reserves all rights not explicitly granted to you. You may not remove or obscure any copyright, patent, trademark, trade secret or similar notice affixed to any software. You acknowledge that the underlying structure, sequence, organization and source code of software licensed hereunder are valuable trade secrets of QUADBASE and shall remain strictly confidential.
   5. Ownership (Software, Marks and Services). You acknowledge that QUADBASE owns all right, title and interest in QUADBASE Software, QUADBASE Marks, and any URL’s used in connection herein. You will not challenge, the right, title and interest of QUADBASE in and to QUADBASE Software or any other software licensed hereunder, and shall not register, apply for registration or attempt to acquire any legal protection for, or right in, any software licensed hereunder or any of the QUADBASE Marks. Nothing in this Agreement implies any transfer to you of any ownership interest in the Software. You acknowledge and agree that QUADBASE retains sole and absolute control of the Software and all functions, design, layout, content and data hosted on the Quadbase Network. You will not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the QUADBASE Marks or in any element, derivation, adaptation, variation or name thereof, and shall not contest the validity or ownership of, any of the QUADBASE Marks. You will not use, register, or apply for registration of, any QUADBASE Marks, or any word, symbol or device, or any combination confusingly similar to any of the Quadbase Systems Inc. Marks, including registration as a corporate name. No license to use the QUADBASE Marks is implied or granted herein, except to the extent that a limited non-exclusive, non-transferable, non-sublicenseable license is granted to you to use the QUADBASE Marks as part of Service provided hereunder and as expressly limited hereunder You and Quadbase Systems Inc. may not use each other’s Marks in any manner that implies sponsorship or endorsement by the other party of services and products other than those expressly authorized by that other party. This provision shall survive termination.
   6. Mark License from you. You hereby grant QUADBASE a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to use the User's Marks for purposes of carrying out its rights and obligations under this Agreement, including marketing and placing User's Marks on the QUADBASE website.
   7. Content/Availability. QUADBASE is not liable or responsible for content supplied by you or third parties, or for actions you take in reliance on that content. In no event shall Quadbase Systems Inc. have any liability to you or any third party for a failure based on third party services. You are solely responsible for complying with all the QUADBASE Site’s terms and conditions as they may be amended from time to time.
   8. Access. QUADBASE reserves the right to access, monitor, remove, or disable access to any Licensee at anytime and in QUADBASE’s sole and absolute discretion, and particularly in the event of Licensee’s failure to tender payment under the selected service plan. QUADBASE reserves the right to change any information, features or functions of QUADBASE Software, or any other software licensed hereunder. QUADBASE reserves the right to temporarily suspend Service, or any other software licensed hereunder for planned and unplanned maintenance with no penalty or liability.

3. YOUR RESPONSIBILITIES

   
   
   
   1. Registration To Use Service. In order to use Service you need to register and create an account ("Account"). To do so, you must choose a password and provide required information about yourself. You agree to provide true and complete information in response to each question in the registration form. You further agree to maintain and promptly update the information you provide as needed to keep it true and complete. Quadbase has the right to terminate your account if you provide, or if Quadbase has reasonable basis for believing that you have provided, information that is not true and complete. You are responsible for maintaining the confidentiality and security of your Account and password, and you are responsible for all activity that occurs under or through use of your Account or password. You agree to immediately notify Quadbase if you believe there has been any unauthorized activity under or through use of your Account or password, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. Quadbase will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with the provisions of this paragraph or any use of your Account or password by someone else.
   2. Service Provision. You are solely responsible for the accuracy of all information published on the QUADBASE Network.
   3. Site Accounts/Access/Use You are responsible for managing account information and for agreeing to, and complying with, all applicable terms of use for your users, and shall be responsible for complying with QUADBASE’s privacy policy and all applicable rules and laws.
   4. Security Breaches. You will report any security breaches that you discover promptly, and will be responsible for any breaches of security through your access of QUADBASE Network.

4. PAYMENTS

   
   
   
   1. Fees. You agree to pay the fees stated in the Service Subscription Order Form. All payments shall be made in United States Dollars. Payments will be made monthly or yearly. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you wish to terminate the subscription. The subscription fee will be charged to the Credit Card last used by you. If you would like to make payment with a different Credit Card or if you do not wish to renew the subscription, you agree to inform Quadbase at least seven days prior to the renewal date. All payment obligations are non-cancelable. You are responsible for paying for all user licenses ordered for the entire license term, whether or not such licenses are actively used. You may add users any time. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting licenses (either Initial Term or renewal term); (ii) the license fee for the added licenses will be then the current, generally applicable license fee; and (iii) licenses added during the month will be prorated for that billing month based on a 30 days month, and for the balance of the remaining Term and will be paid in advance. You will not be charged for using any Service unless you have opted for a paid subscription plan. QUADBASE reserves the right to modify its fees and charges for Renewal Term(s). Quadbase reserves the right to change the subscription fee and to charge for use of Service that are currently available free of charge. Notice will be provided not less than 30 days prior to term renewal, which notice may be provided by e-mail in accordance with section 11.1.
   2. Early Termination. You acknowledge that the amount of the monthly recurring fee is based on your agreement to pay the monthly recurring fees for the entire Term. Without limiting any other remedy available to QUADBASE arising from an early termination of the Agreement, in the event QUADBASE terminates the Agreement for your breach of the Agreement in accordance with Section 6 6.1-6.2 (Termination), or you terminate service other than in accordance with Section 6 6.1-6.2 (Termination), all fees due under the Agreement, including the monthly recurring fees for the remaining part of the Term, are due thirty (30) days following termination of the Service.

5. YOUR REPRESENTATION AND WARRANTIES

   
   
   
   1. You represent and warrant that (1) you will not utilize any device, software or routine to interfere or attempt to interfere with the proper functioning of QUADBASE Software; (2) product information and services offered by you do not violate any applicable law in any applicable jurisdiction, or otherwise infringe on the intellectual property rights of any third party; and (3) materials (as provided by you) (a) are owned, validly licensed for use by you or are in the public domain, (b) do not constitute defamation, libel, or obscenity, (c) do not result in any consumer fraud, product liability, or breach of contract to which you are a party or cause injury to any third party; and (d) do not contain any viruses, Trojan horses, worms, time bombs, spyware or other computer programming routines, regardless if they interfere with or disrupt QUADBASE Software or site operation. You agree not to use the Service for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. Quadbase reserve the right to terminate your access to the Quadbase Network if there are reasonable grounds to believe that you have used the Service for any illegal or unauthorized activity.

6. TERM AND TERMINATION

   
   
   
   1. Term. This Agreement is effective as of the date when you receive email confirmation ("Effective Date"). Requested services are received by you and continue in full force and effect until end of subscription term after the Effective Date, subject to your payment of the fees set forth herein and your strict compliance with the terms of this Agreement. Thereafter this Agreement will renew automatically for successive one or twelve months (“Renewal Term(s)”) unless either party gives written notice to the other party at least thirty (30) days prior to the expiration of the Term, or respective Renewal Term, that it does not wish to auto-renew the Agreement.
   2. Termination upon Expiration/Reduction in Number of Licenses. Either party may reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), QUADBASE will make available to you a file of your data stored in Quadbase Network ("User Data") within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that QUADBASE has no obligation to retain User Data, and may delete User Data, more than thirty (30) days after termination.

7. DISCLAIMER OF WARRANTIES BY QUADBASE

   
   
   
   1. QUADBASE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. QUADBASE 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 SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU 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 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY QUADBASE. QUADBASE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. QUADBASE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. INDEMNIFICATION

   
   
   
   1. You agree to indemnify, defend and/or settle, hold harmless QUADBASE, its directors, officers, employees and permitted assigns from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees), pursuant to any third party claim brought against QUADBASE, its directors, officers, employees and assigns (a) arising out of or related to your failure to comply with the terms and conditions of this Agreement; (b) based on the infringement of a third party’s intellectual property rights related to you, your services, User Marks, (c) arising out of or related to the negligence or misconduct of you, your employees or agents; (d) arising out of the content posted through QUADBASE Network by you; (e) arising from your breach of a QUADBASE’s terms and conditions, (f) any claims related to the unfair or deceptive trade practices by you; and/or (g)a breach of any representation or warrant made hereunder.

9. LIABILITY LIMITATION OF QUADBASE

   
   
   
   1. Licensee understands and agrees as follows: (a) QUADBASE only provides to you a license to QUADBASE Service and does not execute transactions between you and any third party; (b) QUADBASE is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transactions between you and any third party; (c) QUADBASE is not liable in any manner to any person for the failure of that person to enter into a transaction by means of QUADBASE Software and related services and (d) in no event shall QUADBASE have any liability to you or any third party for a failure based on third party services. You are solely responsible for all selection of parties with whom you do business, and for terms and conditions of its agreements with such parties. QUADBASE has no responsibility for the quality or availability of services, any end user's ability to pay, any third party's compliance with the terms of a particular transaction, or for any injury, loss or damage caused or alleged to have been caused by the services obtained through use of QUADBASE Software and the related services. YOU HEREBY AGREE TO WAIVE, AND SHALL WAIVE, ANY CLAIMS YOU MIGHT HAVE AGAINST QUADBASE THAT ARISE OUT OF ANY SERVICE PROVIDED BY YOU AS A RESULT OF USING QUADBASE SERVICE.
   2. IN NO EVENT SHALL QUADBASE BE LIABLE TO YOU FOR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT QUADBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL QUADBASE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU OR PAYABLE BY THE PARTIES UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD BEFORE THE CLAIM AROSE.

10. CONFIDENTIALITY

    
    
    
    1. "Confidential Information" means any information disclosed by QUADBASE you during the Term (and any renewals terms), either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally will be considered Confidential Information if such information is designated as being Confidential Information at the time of disclosure and confirmed in writing as being Confidential Information within 20 days after the initial disclosure. Licensee understands and agrees that QUADBASE considers QUADBASE Software, and related documentation and visual interfaces, and any negotiated terms of this Agreement, and market strategies, are proprietary and confidential, regardless of whether such information is marked or designated as confidential. Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, but no less than reasonable care. The obligations under this Section survive for three (3) years after termination of the Agreement. You agree that breach of this provision will cause the Disclosing Party irreparable damage that cannot be fully remedied through the payment of monetary damages. Accordingly, the Disclosing Party shall have the right to obtain injunctive relief upon the Receiving Party’s breach or threatened breach, in addition to any other remedies available at law or equity.

11. GENERAL PROVISIONS

    
    
    
    1. Notice. Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by the same day, when delivered by email, so long as the email includes the term “legal notice” in the subject line and is followed up by written confirmation via one of the methods above. Notices must be sent to the contacts identified in the Service Order. Notices shall be sent to the addresses in the preamble, or to your billing address.
    2. Alternative Dispute Resolution. Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in County, City and State of California under the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    3. Headings. Headings in this Agreement are used for convenience only, and do not limit the content or substance of any paragraph herein, which both parties acknowledge to have read in full.
    4. Modification to Terms. You agree that QUADBASE may, in its reasonable commercial judgment, amend the Terms from time to time to further detail or describe reasonable restrictions and conditions on your use of the Service. Such amendments are effective on the earlier of QUADBASE's notice to you that an amendment has been made, or the beginning of any Renewal Term or Extended Term. However, if: (i) You provide QUADBASE with a written notice describing your objection to the amendment in reasonable detail within five (5) Business Days of the effective date of the amendment, and (ii) QUADBASE does not agree to waive the amendment as to you within five (5) Business Days of your notice, then you may terminate the Agreement without liability as provided in Section 6 (Termination).
    5. Force Majeure. Neither party, nor its agents or suppliers, shall be liable for failure to perform, or the delay in performance of, any of its obligations under this Agreement if, and to the extent, that such failure or delay is caused by events beyond its reasonable control, including, but not limited to, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, quarantine restrictions, Internet availability, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes and/or unusually severe weather. If so affected, the affected party shall use commercially reasonable efforts to avoid or remove such causes of non-performance or delay, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. If any such non-performance or delay continues for more than thirty (30) days, this Agreement may be terminated by the unaffected party without liability upon written notice to the affected party.