Welcome to WickedPad, a web-based notepad or scratchpad with text reactive informational features, hereafter referred to as "WickedPad," brought to you by by Qtask, a California corporation, hereafter referred to as "Qtask".
WickedPad also includes any revised software, updates, supplements, Internet-based or intranet-based modifications of WickedPad. WickedPad is intended only for use by persons over the age of 13, and in using WickedPad you are representing that you are over the age of 13. Use of WickedPad is expressly conditioned upon your acceptance of and compliance with the following terms and conditions:
1. DEFINITIONS
The following terms, as used in this Terms of Use, the WickedPad License Agreement, or posted online, have the meaning set forth herein:
A. Customer Data. All materials, including but not limited to graphic, picture, text, audio, video, software or information not generated by WickedPad or under contract or agreement with WickedPad, posted by or at the direction of or on behalf of you on WickedPad.
B. Privacy Policy. The WickedPad Privacy Policy identifies the manner in which WickedPad obtains, accesses and provides others with access to information obtained by WickedPad. The WickedPad Privacy Policy can be viewed at WickedPad.com. WickedPad reserves the right to modify the Privacy Policy from time to time. The WickedPad Privacy Policy, as it is presently and as revised, is hereby incorporated by reference. In the event of any conflict between the terms of the Privacy Policy and the terms of these Terms of Service, these Terms of Service shall govern.
C. WickedPad. WickedPad is a web-based notepad or scratchpad system with text reactive features.
D. WickedPad Terms of Service. The WickedPad Terms of Service identify those terms which govern the conduct of all users of WickedPad. The WickedPad Terms of Service can be viewed at WickedPad.com. WickedPad and Qtask reserve the right to modify the WickedPad Terms of Service from time to time.
E. User Account. A User Account will consist of one person with a distinct user name which requires a password.
2. CHANGES IN TERMS OF SERVICE
WickedPad and Qtask reserve the right to update and change the Terms of Service from time to time. You will be notified of all significant changes in the Terms of Service by a notification at the time of log-in to WickedPad. Your continued use of WickedPad following such notification shall constitute your acceptance of such changes. Failure to accept such changes shall constitute notice of termination by you as provided at paragraph 7 below, and delivery of Customer Data shall be as provided at paragraph 8B, below.
3. GRANT OF LICENSE
WickedPad and Qtask grant you a non-exclusive, non-transferable, worldwide right to use WickedPad as set forth herein. All rights not expressly granted to you are reserved to WickedPad and Qtask.
4. TERMINATION OF AGREEMENT BY QTASK
A. Qtask may immediately terminate this Agreement if you violate these Terms of Use.
B. The termination of this Agreement shall rescind the license granted and revoke all rights granted to or accrued by you to use the WickedPad SaaS.
5. TERMINATION OF AGREEMENT BY YOU
Your non-use of WickedPad for a period of sixty (60) days or more may result in the termination of your WickedPad account at the discretion of WickedPad. If you wish to terminte your WickedPad account, you may e-mail WickedPad at Qtask.com, and your account will be terminated within five (5) working days of receipt of such e-mail.
6. ACCESS TO WICKEDPAD
Your WickedPad account will be established by WickedPad upon your acceptance of these Terms of Service, completion of the on-line registration.
7. MODIFICATIONS UPGRADES AND ENHANCEMENTS
WickedPad will provide modifications, upgrades and enhancements to WickedPad ("modifications") at no additional cost, at WickedPad's sole discretion.
8. WICKEDPAD PROTECTION
A. WickedPad and related documentation are protected by various trademarks, copyrights and pending patents both in the United States and internationally and they also contain trade secrets and confidential materials. All Customer Data transmitted through, posted on, or used in connection with WickedPad are not owned by WickedPad and are not the subject of this provision.
B. You shall not, and you shall not allow another person to make or make an attempt to, examine, copy, alter, "reverse engineer," tamper with or otherwise use WickedPad.
C. You acknowledge and agree that you have no proprietary interest in WickedPad, that all proprietary interest in WickedPad is owned and controlled by Qtask, a California corporation, and that you will not attempt to or allow an attempt to transfer, duplicate, sell, license, or otherwise dispose of, in whole or in part, WickedPad or any component part thereof, to any, affiliate, or any third party, except as specifically provided herein.
D. You acknowledge and agree that the obligation of confidentiality and protection of WickedPad's confidential and proprietary information shall survive the termination of this Agreement.
9. RESTRICTIONS ON LICENSEE
You understand that WickedPad and Customer Data may be subject to United States export controls and restrictions and/or the trade laws and trade restrictions of other countries. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations which may be applicable to its use of WickedPad and to any Customer Data. You agree to fully comply with any export restrictions which may be applicable to WickedPad and your use of WickedPad.
10. LICENSEE CONFIDENTIALITY
WickedPad will not access your Customer Data that is posted to or transmitted through use of WickedPad.
11. DIGITAL MILLENIUM COPYRIGHTS ACT
WickedPad responds to notices of alleged infringement that comply with the Digital Millennium Copyright Act.
12. LIMITED WARRANTIES AND REPRESENTATIONS; DISCLAIMER
A. Qtask, a California corporation, warrants only that WickedPad shall perform substantially in accordance with the descriptions of WickedPad contained in printed materials produced by WickedPad and or appearing on the Internet on a WickedPad site, a WickedPad sponsored site or advertisement. The entire and exclusive remedy for breach of this Limited Warranty shall be to repair, upgrade, or otherwise enhance the performance of WickedPad to address the failure of performance.
B. EXCEPT AS SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY. This limitation may not apply to you in some states and jurisdictions which do not permit limitations on liability.
C. The aforesaid warranties and disclaimer shall survive acceptance and payment.
13. INDEMNITY; LIMITATION OF DAMAGES
A. Indemnity. You shall indemnify, defend and hold Qtask, a California corporation, its affiliates, directors, officers and employees harmless from and against any claim, liability, damage, cost, expense (including actual attorneys fees), award, fine, or judgment, arising from or out of your operation, conduct, and responsibility for its use of the WickedPad SaaS, and for any and all claims of infringement of any proprietary rights by any graphic, picture, text, audio, video, software, other data, or information provided by you.
B. Limitation of Damages. No party shall be entitled to receive from or be obligated to pay to the other any part of any award, claim, fine or judgment which is deemed, declared or is characterized in its nature to be exemplary, punitive or consequential damages.
14. MISCELLANEOUS PROVISIONS
A. Severability. If any term or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
B. Governing Law. This Agreement is executed and intended to be performed in the State of California and the laws of California shall govern its interpretation and effect.
C. Entire Agreement. This Agreement contains the entire agreement of the parties and each party acknowledges there were not other oral agreements, representations, warranties or statements of fact made prior to or at the time of the signing of this Agreement.
D. Venue and Personal Jurisdiction. In the event action is brought on this Agreement, it is agreed that venue of such action may lie in the United States of America, in Los Angeles County, California, and each party hereby consents to jurisdiction over their person by the District Court thereof.
15. SURVIVAL OF CERTAIN OBLIGATIONS
The obligations set forth in Paragraphs 8 (WickedPad Protection), 12 (Limited Warranties and Representations; Disclaimer), and 13 (Indemnity; Limitation of Damages) shall survive the termination of this Agreement. |
