smartQED Terms of Service

Effective May 1, 2022

By using the smartQED website or any of our products or services (“Services”) as a visitor or customer, you are agreeing to the following terms and conditions (“Software Agreement”, “Terms of Use”).
Additional contractual terms may apply to some services, so it is important that you are familiar
with all of the terms applying to your use of our Services.

This agreement constitutes an agreement between you (including all employees at your
company) and smartQED, Inc., governing your use of our Services, superseding any prior
agreements between you and smartQED, Inc. (including but not limited to any previous version
of this agreement).

smartQED, Inc. reserves the right to update or change this agreement without notice. Any new
features that augment or enhance the current Services, including the release of new tools or
resources, shall be subject to this agreement and the failure of smartQED, Inc. to exercise or
enforce any right or provision of this agreement shall not constitute a waiver of such right or
provision.

Violation of any of the Terms of Use below may result in the suspension or termination of your
Account or License. Whilst smartQED, Inc. prohibits unauthorized conduct and content on the
Services as indicated below, you may be exposed to such materials and you agree to use the
Services at your own risk.

Definitions

“We”, “Our” or “smartQED” means smartQED, Inc., “You” means you, the person or business
entity or organization using our products, services or visiting our website; “Services” means all
products, goods and services we provide and anything else we do for you, including allowing
you to access our website; “Service Availability” is defined as the ability to access and use the
smartQED applications, backend software, and website.

Terms

 You must be a person to be able to have an account on our application and website.
(Accounts registered or run through automated methods are not permitted).
 Your age must be 16 years of age or older if you are based in the European Economic
Area (EEA) or Switzerland, or 18 of age or older, if in any other geographic region, when
creating an account on any of our Services.
 You must provide your full legal name, a valid email address and any other information
requested by smartQED, Inc., in order to complete the signup process and licensing.
 You are responsible for maintaining the security of your account login information
(username and password); we cannot and will not be liable for any loss or damage from
failure to comply with this security obligation.
 You may not use your account for any illegal or unauthorized purpose. You must not, in
the use of our Services, violate any laws in your jurisdiction (including, but not limited to
copyright laws) or violate our Terms of Use.

Right of Refusal

 smartQED, Inc. has the right to accept or decline free, trial and paid account requests
(including source code applications) at will.
 Applications will not be accepted if the applicant's use is contrary to smartQED, Inc.’s
strategic plan, or the company in question shows any cause for concern.

Modifications to the Services and Prices

 We reserve the right at any time to modify or discontinue the service (or any part
thereof). Sufficient notice would be given whenever possible and data made available.
 Prices may be reviewed at any time and adjusted accordingly if needed. smartQED, Inc.
reserves the right to increase prices. Notice will be given of at least 30 days in advance
of any price changes.
 Updates and upgrades to our products are made at regular intervals, or intermittently as
needed.
 You must not modify, adapt, hack, make derivative works of, disassemble, reverse
compile or reverse engineer the Services or modify another website so as to falsely
imply that it is associated with our Services.
 All licensed/ downloaded smartQED, Inc. products (including any customized features)
must at all times retain the copyright statement from smartQED, Inc.

Service Availability and Support

 smartQED, Inc. will make reasonable efforts to ensure that the Services are generally
available. However, in the event of an outage or server access issue, we will not and
cannot be held liable for data loss, but will act immediately to restore availability of the
Services.
 While we make all efforts to prevent any disruption to Services during any update or
upgrade, there may be times where Services are inaccessible for a certain period of
time. Updates and upgrades are scheduled to avoid peak usage times. A minimum of 24
hours of notice of such updates and upgrades will usually be provided but cannot be
guaranteed, depending on the nature of such an update/ upgrade.

Code and Data Ownership

 Any data entered in your live account database or uploaded to the Services remain
yours and can be supplied if needed as a digital file upon request.
 We do not pre-screen any content, but reserve the right (but not the obligation) to
refuse or remove any content available via the Services.
 Any and all code, including the look and feel is owned by smartQED, Inc. You may not
duplicate, copy or reuse any portion of the HTML, CSS, visual design elements or code
without express written permission from smartQED, Inc.
 smartQED, Inc. houses all software on our rented servers, or in the case of “on premise”
deployments (where you or your organization host our Services), on your own servers.
Unauthorized distribution of our software without prior consent is strictly prohibited
and includes placing our software on any physical or virtual servers or mediums without
special agreement or written consent from smartQED, Inc.

Data Loss & Backups

 We will not accept under any circumstances the liability for the loss of customer data
through general use, hacking or server failure.
 smartQED, Inc. will be responsible for ensuring regular backups of the subscription
account data. If you are a user of an on-premise version of our Services (you or your
organization host our Services), then you or your organization is responsible for all
backups and any data loss.

Privacy

 smartQED, Inc. will at all times be committed to ensuring privacy of information. Our
obligations and your rights regarding Privacy are fully documented in our Privacy Policy.
Any information submitted by the customer will only be used by us in the manner
intended by the customer or by the terms of this agreement.
 We will never distribute your information to third parties, and all smartQED, Inc. staff
are under extensive confidentiality and non-disclosure agreements.
 While we make every effort to keep your information safe and secure, due to the very
nature and environment of the Internet, we cannot ensure that all communications and
data and any personally identifiable information will never be disclosed.

Licensing

 smartQED, Inc. distributes all commercial software and services under a commercial
license agreement.
 Demo, proof of concept(“POC”), and trial environments of smartQED, Inc. products and
services will be archived and may be deleted after the specified trial period is over,
unless otherwise agreed upon with you. After that period if you would like to use the
software legally, you must purchase a license for the product or sign up for a
subscription account.
 A ‘per user’ license allows that purchaser to operate the software. Licenses cannot be
transferred to other parties, this applies to both general software licenses and upgrades.
 Upgrade packages are only applicable to the business entity or organization who
purchased the original software.
 Sharing, redistribution or simultaneous use of licenses is prohibited.

Warranty

 Your use of our Services is at your own discretion and sole risk. You will be solely
responsible for any damage to your device or computer system, or loss of data resulting
therefrom. The Services are provided on an “as is” and “as available” basis.
 smartQED, Inc. does not warrant that:
1. The Services will meet your specific requirements
2. The Services will be uninterrupted, timely, secure, or error-free.
3. The Services will be accurate, reliable, complete, legal, or safe.
 You expressly understand and agree that smartQED, Inc. shall not be liable for any
direct, indirect, incidental, special, consequential or exemplary damages including but
not limited to damages for loss of profits, goodwill, use, data or other intangible losses
(even if smartQED, Inc. has been advised of the possibility of such damages), resulting
from:
1. The use or inability to use the Services.
2. The cost of procurement of substitute products and services resulting from any
products, data, information or services purchased or obtained or any messages received
or transactions entered through or from the Services.
3. Unauthorized access to or alteration of your transmissions of data.
4. Statements or conduct of any third party on or involved in providing the Services.
5. Any other matter relating to the Services.

Restricted Content

 Uploading any restricted content as listed below may result in immediate account
termination. You must not upload, post, host or transmit the following items to or from
the Services including but not limited to:
o Unsolicited emails or “Spam” messages.
o Viruses, worms, malware, or code of a destructive nature.
o Questionable or illegal material (including copyrighted material).

You may contact us at smartQED Inc., 421 37th Ave, San Mateo, CA 94403 for any questions.