Terms & Conditions

Terms of Service
‍Last Updated April 29, 2024. Thank you for using Tquens. Tquens exists to develop software and automation solutions to help users streamline and optimize workflows, achieving higher quality results. With countless people using Tquens on a daily basis, the following are Terms of Service that outline what it looks like to use Tquens.

Please read these Terms of Service (“Terms”) carefully as they are a binding agreement between You, the user (“You” or “Your” or “User”), and Tquens (“Tquens” or “We” or “Us”).

These Terms govern your use of the websites that link to these Terms. In these Terms, the word “Sites” refers to each of these websites and the services offered on those Sites.

You automatically agree to these Terms and to our Privacy Statement simply by using or logging into the Sites.

Please note that Tquens offers many services. Your use of Tquens products or services are provided by Tquens pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with Tquens, if you use the services or log into the Sites.

Please read these Terms carefully. BY USING THE SERVICE AND THE SITES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE OR SITES.

Services and Terms
- Service and Website. Tquens provides software and automation services and solutions intended to assist merchants selling on online platforms. Tquens is owned and operated by Tquens Inc.
- Customer. As a customer and/or User of the Service or a representative of an entity that is a customer of the Service, You are a “Member” according to this agreement. You represent that You have full power, capacity and authority to accept these Terms on behalf of Yourself or Your employer.
- Account Requirements. To set up an account and use the Service You must: Be 18 years of age, or the age of majority in your province, territory or country, to become a Member. Individuals under the age of 18, or applicable age of majority, may utilize the Service only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.
Provide Your legal full name, valid email address, zip code, and any
other information we request to complete your account-signup process.
Provide Tquens with one or more Payment Methods when the Service requires. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include
payment through your account with a third party.
Personally and manually create Your account without using any
automated means, except for any auto-complete feature offered by your internet service provider. A third party may not create an account for You and You must not allow any third party to use Your information to create an account.

- Account Ownership. The member who created the account and whose Payment Method is charged (the “Account Owner”) has access to and control over the account and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account, the Account Owner should maintain control over access to the Service and not reveal the password or details of the Payment Method associated with the account to anyone. Account owners are not allowed to share their account, log-in or any other access related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. Absent an explicit multi-user authorization, all accounts are intended for single-use only. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you and/or Tquens. You must immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage from your failure to comply with this security obligation.

- Changes to Service. In its sole discretion, Tquens may discontinue offering the Service, Tquens Platform or Technology, in whole or in part, or modify any design, layout, features, functionality, tools or content of the Service, Tquens Platform, and/or Technology, at any time, for any reason or no reason, with or without notice to You (although Tquens has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions). Any new features provided by Tquens which augment or enhance the current Service, Technology, and/or Tquens Platform, including the release of new tools or resources, updates and upgrades by Tquens, may result in Additional Fees to User which shall be due and payable by the User pursuant to a mutually executed modification or addendum to the Agreement.

- User Responsibility. Users are responsible for ensuring that their users comply with the terms of this Agreement and User is liable for breaches of the Agreement by their users.

User Obligations.
‍Product Information and Customer Data. User is responsible for providing all Product Information and Customer Data in local languages and for providing its own and its customers support in those local languages, unless expressly stated in a writing signed by the parties. Customer is solely responsible for the accuracy and completeness of Customer Data and Product Information.

User’s Privacy Obligations.
As a condition to use the Service, Technology, and/or Tquens Platform, User must: Have and enforce a privacy policy that complies with all applicable laws, rules and regulations, foreign law, treaties, and conventions, including without limitation the treatment of all personal information in accordance with Federal and state laws of the United States, and European and non- U.S. governing authorities to the extent that Customer sells to international marketplaces or otherwise is subject to the laws of those authorities;
Secure Customer Data and not allow Customer Data to be disclosed except in accordance with Customer’s privacy policy and all applicable laws, rules and regulations, foreign law, treaties, and conventions, and at least as restrictive as industry standards, but no less than reasonable care; and iii. Ensure that Customer’s privacy statement discloses the use of “cookies” or similar technologies that may be used by Customer or a third party (including GETIDA) to track browsing and purchasing habits, and such use of “cookies” complies with all applicable laws, rules and regulations, foreign law, treaties, and conventions, including any opt in and opt out requirement.

Prohibited Actions.
a. User shall not: Except as expressly permitted by this Agreement, copy, reproduce, distribute, publish, display, post or transmit the Service, the Tquens Platform, or the Technology, in whole or in part;
License, sub-license, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this License or make the Service available for access or use by any person(s) other than the Users;
Use the Service to process any data unlawfully, in violation of the Agreement, or for any third party;
Allow any unauthorized access to, or use of, the Service;
Copy, translate, transmit, post, create a derivative work of, modify, adapt, download, sell, publish, decipher, decompile, reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to determine any programming or the source code associated with the Service or the Technology;
Use data mining, robots, crawlers, or spiders, or similar data gathering and extraction tools;
Frame or utilize framing techniques to enclose any Tquens Marks or other Intellectual Property (including images, text, page layout, or form) of Tquens;
Use any meta tags or any other “hidden text” utilizing Tquens’ name or Marks;
Use the Service in an unlawful manner including, but not limited to, the infringement of any third party or Tquens Intellectual Property or use the Service in breach of any third party’s privacy rights;
Use the Service for spamming or sending any unsolicited emails or information to any person or entity;
Use the Service in a manner that interferes with or disrupts the provision of the Service by Tquens to third parties;
Access or use the Service to circumvent or exceed the Services account limitations or requirements, or access or use the Service by any means other than through the interfaces that are provided by Tquens;
Use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;
xiv. Use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person;
xv. Engage in or permit any unauthorized distribution of any software or programming associated with the Service including, without limitation, placing Tquens’ software or programming on any physical or virtual servers or mediums;
xvi.Use the Service for any transmission, display or publication of any material in breach of any law dealing with privacy or data protection in any jurisdiction;
xvii. Remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice affixed to any Technology, the Service, or the Tquens Platform;
xviii. Use the Service, Tquens Platform, or Technology for the purpose of developing a product or service, or helping another develop a product or service, whether or not it is competitive with the Service, Tquens Platform or Technology;
xix.Use the Service, Tquens Platform, or Technology for the purpose of bringing an Intellectual Property claim against Tquens;
xx. Cause the breach of or interfere with Tquens’ agreements with third parties, including but not limited to, the Amazon Marketplace Developer Agreement; or
xxi.Use or allow others to use, the Technology, the Service, or the Tquens Platform for any purpose not expressly authorized in the Agreement.

Tquens Rights.
a. All rights, title and interest in and to the Technology, Service, Tquens Platform, Tquens Marks, and Resultant Data (including without limitation all intellectual Property Rights in the Technology, Service, Tquens Platform, and Resultant Data and all modifications, extensions, customizations, scripts or other derivative works of thereof provided or developed by Tquens) are owned exclusively by Tquens. The rights granted to User do not convey any rights, express or implied, or ownership to the Technology, Service, Tquens Platform, and Resultant data or any Intellectual property rights thereto.

Payment.
‍There are no fees for Users to register and create an Account.
Tquens charges certain processing and other fees (“Processing Fees”) in connection with use for its products. The current Processing Fees can be provided upon request.
In addition to the Processing Fees, Users are also responsible for any penalties or fines imposed in connection with your Account on you or Tquens by Tquens or any Associations resulting from use of payment processing services in a manner not permitted by this Agreement or an Association’s rules and regulations.
In addition to the Processing Fees, the User(s) shall promptly pay to Tquens any charge-backs, penalties or fines that may arise in connection with its Account. If at any time, any amounts owing by a User to Tquens are not paid when due for any reason, including, any Processing Fees or charge-backs, penalties, or fines (collectively, the “Unpaid Amounts”), then Tquens may pursue any and all legal remedies to recover such Unpaid Amounts. As the Account Owner of the Organization, you agree to be responsible to ensure that the Organization’s Tquens Account remains current. These obligations will survive the termination of the Organization or the Organization’s use of Tquens’ Services.
e. Tquens may modify the Processing Fees at any time (or a longer period of notice if this is required by applicable law). Such modified Processing Fees shall automatically be effective after such notice period.

Accepted Forms of Payment.
a. Tquens supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express, or Discover, and in some cases in Tquens’ sole discretion, direct debit (electronic checks) and PayPal. In addition, Tquens supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process payment cards that receive an authorization from the applicable issuer. You agree to accept all of the payment cards listed in accordance with these Terms.

Automatic Deductions.
‍Unless otherwise agreed by the parties, the User and the Organization authorizes Tquens to automatically deduct the applicable Processing Fees. If any Organization enters into a billing or other agreement with another Organization (a “Billing Agreement”) that provides for the automatic deduction of any fees from the use of Tquens products and other purchases as the fee for the provisions of services by such other Organization (as modified, the “Services Fees”) and payment of such Services Fees to such Organization, then each such Organization authorizes Tquens to deduct the Services Fees from the User’s account and to pay the Services Fees to such other Organization. Upon Tquens’ request, each of the Organizations shall promptly provide to Tquens a fully executed copy of any Billing Agreement and any amendments to such Billing Agreement (but in no event later than five (5) business days after execution).

New Fees.
a. Tquens reserves the right at any time to begin charging for services that it is
currently providing free of charge upon posting on the Tquens Platform, the Site, any of the other Tquens Services or by notifying You by email.

Pricing and Fee Waiver Promotion Information.
‍a. Upon initial sign up, Tquens offers you a one-time sign up promotion where in your reimbursement fee (18% or $180 USD, whichever is less) is waived for up to the first $1,000.00 USD recovered and collected within the first 90 days of account activation.  The promotion and fee waiver applies only to fees and charges assessed by Tquens and in no way guarantees you to a recovery, collection, and/or reimbursement amount for $1,000.00.
After the initial 90-day period, regardless of total recovery, reimbursement amounts, and/or collections, Tquens will begin processing any and all applicable fees.  In its sole discretion, Tquens reserves the right to modify its Fees or Additional Fees in any manner (Users will be advised via electronic communication).
b. In the event that Amazon reverses a reimbursement previously obtained by Tquens on behalf of the user, such refunded amounts shall be returned to the user as Refully credit. This credit may be utilized solely for future transactions and services provided by Tquens and will be applied after the 1,000.00 USD sign-up promotion mentioned in part a is either fully utilized or expired.

Billing information.
a. If You sign up for a paid Tquens product, You will be asked to provide Your payment information and billing address. Credit card information is submitted directly to Our payment processor and does not access Tquens servers. Tquens stores records of payment transactions, including the last 4 digits of the credit card number, for purposes of account history, invoicing, and billing support. We store Your billing address so We can charge You for service, calculate any sales tax due, send invoices, and detect fraudulent credit card transactions. Tquens occasionally uses aggregate billing information to guide Our marketing efforts.

‍Product Interactions.
a. Tquens stores on its servers, content that Users upload, receive, or maintain in Tquens product accounts. Tquens maintains this content as long as your account is active. If you delete your account, Tquens will delete the content within 120 days.

‍Website interactions.
a. We collect information about your browsing activity for analytics and statistical purposes such as conversion rate testing and experimenting with new product designs. This includes, for example, your browser and operating system versions, your IP address, which web pages you visited and how long they took to load, and which website referred you to us. If you have an account and are signed in, these web analytics data are tied to your IP address and user account until your account is no longer active.

‍Advertising and Cookies.
Tquens runs ads on various third-party platforms such as, but not limited to Google and LinkedIn. Users who click on one of our ads will be sent to the Tquens marketing site. Where permissible under law, we may load an ad- company script on their browsers that sets a third-party cookie and sends information to the ad network to enable evaluation of the effectiveness of our ads, e.g., which ad they clicked and which keyword triggered the ad, and whether they performed certain actions such as clicking a button or submitting a form.
Tquens also uses persistent first-party cookies and some third-party cookies to store certain preferences, making it easier for users to use our applications, and perform A/B testing as well as support some analytics.

Disclaimers of Warranties and Limitations on Liability Disclaimer of Warranties.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, Tquens OFFERS THE WEBSITE AND SERVICE AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WEBSITE OR ITS SERVICE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. Tquens DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN PARTICULAR, Tquens MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED THROUGH THE SERVICE, REGARDLESS OF THE SOURCE, IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. Tquens DISCLAIMS ALL LIABILITY FOR ANY INACCURACY, ERROR, OR INCOMPLETENESS IN THE SERVICE.
Limitation of Liability.
EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL Tquens, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICE, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE WEBSITE OR SERVICE (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF Tquens TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS MADE ABOUT THE SERVICE IN ANY MONTH WILL BE NO MORE THAN WHAT YOU PAID US THE MONTH BEFORE.
c. Results Not Guaranteed.
Tquens makes no guarantee or representation of any kind concerning the results of Your use of the Website or Service. Any testimonials or examples displayed or depicted through Tquens’s Website, programs, and/or the Service are only examples of what may be possible. There can be no assurance as to any particular outcome, including increased income, Amazon ranking, sales, and/or any other outcome, based on the use of the Service or any other products, programs or service offered by Us. Indemnification for Breach of Terms of Use. You agree to indemnify and hold Tquens, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Tquens by any third party due to or arising out of or in connection with Your use of the Service or Website.
Third Party Resources. The Website and the Service may contain links to third party websites or other resources. You acknowledge and agree that We are not responsible or liable for the availability, accuracy, content or policies of third party websites or other resources. Links to such websites or resources are provided only as a convenience to You and do not imply any endorsement by or affiliation with Tquens. You acknowledge sole responsibility for, and assume all risk arising from, Your use of any such third party websites or resources.

Security, Storage, & Retention
‍Security.
The privacy and protection of Your data is of the utmost importance to Us. We take all reasonable technical and organizational precautions to protect the confidentiality, security and integrity of Your Personal Data. Although we use multiple and various security measures to help protect Your Personal Data against loss, misuse or unauthorized disclosure, we cannot 100% guarantee the security of information transmitted to Us over the Internet.
Storage. The Personal Data that you provide to Us is generally stored on servers located in the United States. If you are located in another jurisdiction, You should be aware that once Your Personal Data is submitted through Our Service, it will be transferred to Our servers in the United States and that the United States currently does not have uniform data protection laws in place.
Tquens may disclose Your information if You integrate a third-party service into Your use of our products.
Tquens does not look at Your content except for purposes with Your permission. For example, if an error occurs that stops an automated process from working and requires manual intervention to fix. These are rare cases, and when they happen, We look for root cause solutions as much as possible to avoid them recurring. We may also access your data if required in order to respond to legal process. When required under applicable law. Tquens is a U.S. company and all data infrastructure are located in the U.S. Requests for user data. Our policy is to not respond to government requests for user data unless We are compelled by legal process or in limited circumstances in the event of an emergency request. However, if U.S. law enforcement authorities have the necessary warrant, criminal subpoena, or court order requiring Us to disclose data, We must comply. Likewise, We will only respond to requests from government authorities outside the U.S. if compelled by the U.S. government through procedures outlined in a mutual legal assistance treaty or agreement.
It is Tquens’ policy to notify affected users before We disclose data unless We are legally prohibited from doing so, and except in some emergency cases.
If You choose to cancel Your account, Your content will become immediately inaccessible and should be purged from our systems in full within 120 days. This applies both for cases when an account owner directly cancels and for auto- canceled accounts.

Data retention
a. We keep Your information for the time necessary for the purposes for which it is processed. The length of time for which We retain information depends on the purposes for which We collected and use it and Your choices, after which time We may delete and/or aggregate it. We may also retain and use this information as necessary to comply with Our legal obligations, resolve disputes, and enforce Our agreements. Through this policy, We have provided specific retention periods for certain types of information.

Miscellaneous Privacy Policy. Tquens may use and disclose Your information according to Our Privacy Policy. Our Privacy Policy (https://tquens.com/landing/privacy-policy) is incorporated into these Terms of Service.
Intellectual Property. The Website, its original content, features, functionality (including look), Our trademarks, service marks, logos, and Service content (“Intellectual Property”) are owned by Tquens and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, or republish any of our Intellectual Property. The term “content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, AdWords, and interactive features generated, provided, or otherwise made accessible on the Website or otherwise through Tquens.
Customer Data.
“Customer Data” means information, data, and other content, in any form or medium, including your billing and other personal information, that is submitted, posted, or otherwise transmitted by You, or a third party on Your behalf, through the Service. As between You and Tquens, You own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant Tquens a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Tquens to provide the Service and a non- exclusive, perpetual, irrevocable, royalty-free, worldwide license to use the Customer Data for analytics purposes. Tquens will only use Your billing and other personal information for the purpose of providing you the Service. International Users. The Service is controlled, operated and administered by Tquens from our offices within the USA. If You access the Service from a location outside the USA, You are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Compliance with Law.
You represent and warrant that Your use and interaction with Tquens and its Service is in compliance with all national, federal, state, and local laws, ordinances and regulations. If You are located in a country outside the United States it is your responsibility to determine that You are in compliance with the laws of that country. You agree to indemnify and hold Us harmless from any losses, including attorney fees that result from your breach of any part of these warranties.
Force Majeure. We shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is due to causes beyond Our reasonable control, including but not limited to acts of god, war, hackers, third party internet providers, government orders, power failure rpretation of these Terms.
Waiver. Our failure to exercise or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws rules, or international law or convention.
Dispute Resolution. Any dispute or controversy You or We have arising under or in connection with this agreement shall be settled exclusively by binding arbitration solely by written submission in Austin, in the State of Texas, in accordance with the expedited Commercial rules of the American Arbitration Association then in effect, by one arbitrator. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator shall not have the power to award any punitive or consequential damages. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between You and Us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
i. The above notwithstanding, if you violate these Terms then We may seek injunctive or other equitable relief. j. Severability. The invalidity or unenforceability of any provisions of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, which shall remain in full force and effect. i. Any provision of these Terms which imposes an obligation after termination or expiration of this agreement shall survive the termination or expiration of this agreement. Headings. The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation.
Assignment.
You may not assign any of Your rights under this agreement to anyone else. We may assign our rights at Our sole discretion.
Notice. All notices to You will be effective when we send it to the last email or physical address You gave us or posted on Our Website. Any notice to Us will be effective when delivered to us at: refully_support@tquens.com

Tquens
8845 Irvine Center Drive #100 Irvine, CA 92618
Copyright Infringement. If copyrighted content that belongs to You was posted on the Website without your permission please notify us at: refully_support@tquens.com
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Please include in Your notice: An electronic or physical signature of the copyright owner or someone authorized to act on their behalf; The name, address, telephone number, and email address of the copyright owner;
Identification of the copyrighted work that is being infringed;
Identification of where the infringing material is located on our Website;
A statement that you have a good faith belief that the use isn’t authorized by the copyright owner, its agent or the law;
A statement that the information in your notice is accurate, and A statement that you’re authorized to act on behalf of the copyright owner.
This statement must be made under penalty of perjury, meaning if any part of the statement is false, you could be committing perjury—a serious offense that’s sometimes even classified as a felony.
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Warning: If You knowingly make a false statement in Your claim of copyright infringement, then You may be subject to liability for damages and heavy civil penalties. If You are not sure whether material on one of our Websites infringes Your copyright, then You should speak with a lawyer before notifying Us. We may forward Your notice to the user that uploaded the content.
Liability Cap. NOTWITHSTANDING THE FORM OR NATURE (E.G., CONTRACT, TORT, STATUTORY, COMMON LAW, DIRECT LIABILITY OR INDEMNIFICATION, INFRINGEMENT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY CUSTOMER OR THIRD PARTY, IN NO EVENT WILL GETIDA BE LIABLE FOR DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES TO CUSTOMER AND/OR THIRD PARTIES, THAT EXCEED, IN THE AGGREGATE, TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE TO GETIDA BY CUSTOMER IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES TO CUSTOMER AND/OR THIRD PARTIES (“LIABILITY CAP”). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, GETIDA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. i. Such Liability Cap is a maximum and shall not be used, control or be considered if: (i) Tquens’ liability or obligations are in amounts which would be or are below the Liability Cap either pursuant to this Agreement or otherwise, or (ii) if Tquens has no liability either otherwise or pursuant to disclaimers in this Agreement. Indemnification. User shall indemnify, defend and hold harmless Tquens and its Representatives from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including attorney’s fees), of whatever type or nature incurred by Tquens by reason of a third party claim or assertion brought against Tquens or its Representatives arising out of or related to: (a) Customer’s failure to comply with or breach of the Agreement, (b) Customer Data, Customer Marks, ad content, and Product Information or Customer’s products listed, supplied or sold, including, without limitation, Intellectual Property infringement claims and product liability claims, and any misleading, false, inaccurate, fraudulent or incomplete Customer Data, Product Information, or other documentation or information supplied by Customer, including but not limited to that contained in Doc Master, Doc Master Pro or Shipment Manager, or any failure by Customer to provide sufficient or timely, accurate and complete Customer Data, Product Information, Shipment Information, or other documentation or any errors in Discrepancies or Eligible Claims, (c) any negligence, recklessness, or willful misconduct of Customer or its Representatives, (d) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by Your conduct, or that of Your agent or employee; and/or (e) asserted by a third party against You, resulting from Your acts or omissions or those of Your employees, agents, contractors, successors and permitted assigns. Tquens reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, in which case You agree to cooperate with any requests to assist Tquens’ defense of such matter and You shall reimburse Tquens or pay in advance, as requested in Tquens’ sole discretion, all costs and expenses (including attorney’s fees).
Tquens Indemnification. Unless Tquens has no liability either otherwise or pursuant to disclaimers in this Agreement, Tquens shall indemnify, defend and hold harmless User and its Representatives in the aggregate lesser amount of (i) the Liability Cap, or (ii) Tquens’ liability or obligations which are in amounts which would be or are below the Liability Cap either pursuant to this Agreement or otherwise, from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) of whatever type or nature which are incurred by User by reason of a third party claim or assertion brought against User and/or its Representatives, arising out of or related to any gross negligence or willful misconduct of Tquens or its Representatives in the course of providing the Services to User. Requirements of Indemnification. In order for the indemnification obligations of the indemnifying parties to apply, the indemnified parties must promptly provide the indemnifying party with notice in writing of any claim, promptly tender the control of the defense and settlement of any claim to the indemnifying party (at the indemnifying party’s expense and with indemnifying party’s choice of counsel), and cooperate fully with the indemnifying party (at the indemnifying party’s request and expense) in defending or settling the claim, including, without limitation, providing any information or materials necessary for the defense. The indemnifying party shall only be liable to the indemnified party for the amount of damages as determined in a final, non-appealable order of a court of competent jurisdiction or paid by way of settlement, but the indemnifying party shall have no liability for any settlement made by an indemnified party without the indemnifying party’s prior written consent, which may not be unreasonably withheld. The indemnifying party will not enter into any settlement or compromise of any claim without the indemnified party’s prior consent if the settlement would require admission of fault or payment by the indemnified party.
Electronic Communications. When You use the Service, or send emails, text messages, and other communications from Your desktop or mobile device to us, you are communicating with Us electronically. You consent to receive communications from Us. We will communicate with you in a variety of ways, such as by e-mail, text, or by posting notices and messages on this Website. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.
Entire Agreement. These terms, together with Our Privacy Policy and any additional terms You have agreed to, constitute(s) the entire agreement with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.