These Terms and Conditions provide additional legal and contractual terms and conditions governing the provision of certain Services (as defined below) to a customer (“Customer”) by Qued, Inc. (“Qued”), pursuant to Terms and one or more signed Service Agreement(s), into which these Terms and Conditions are incorporated by reference.  By signing a Service Agreement, Customer agrees as follows:     

1. Definitions.
   • “Authorized User” means Customer’s employees, consultants, contractors, and agents (I) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and Conditions and (ii) for whom access to the Services has been purchased hereunder.
   • “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
   • “Documentation” means Qued’s end user documentation relating to the Services available at qued.com.
   • “Qued Technology” means the Services, related documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Qued Technology does not include Customer Data.
   • “Services” means the service offering described in a Service Agreement.
2. Access and Use.
   • Provision of Access. Subject to the applicable Service Agreement, and these Terms and Conditions, Qued hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 9(h)) right to access and use the Service and the Qued Technology during the Term (as set forth in a Service Agreement), solely for use by Authorized Users. Such use is limited to Customer’s internal use. Qued shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
   • Use Restrictions. Customer shall not use the Qued Technology for any purposes beyond the scope of the access granted in a Service Agreement, and these incorporated Terms and Conditions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Qued Technology, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Qued Technology; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Qued Technology, in whole or in part; (iv) remove any proprietary notices from the Qued Technology; or (v) use the Qued Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • Reservation of Rights. Qued reserves all rights not expressly granted to Customer in a Service Agreement and these incorporated Terms and Conditions. Except for the limited rights and licenses expressly granted a Service Agreement and these incorporated Terms and Conditions, nothing therein grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Qued Technology.
   • Suspension. Notwithstanding anything to the contrary in these Terms and Conditions, Qued may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of a Services if: (i) Qued reasonably determines that (A) Customer’s use of the Service constitutes a threat or attack on Qued systems or platform or otherwise is harmful to the stability, functionality or accessibility of the Qued Technology; (B) Customer’s or any Authorized User’s use of the Qued Technology disrupts or poses a security risk to the Qued platform or to any other customer or vendor of Qued; (C) Customer, or any Authorized User, is using the Qued Technology for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Qued’s provision of the Qued Technology (or any portion thereof) to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Qued has suspended or terminated Qued’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with the Service Agreement’s terms (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Qued shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Qued shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Qued will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services and other Qued Technology resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of a Service Agreement or these incorporated Terms and Conditions. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of a Service Agreement or these incorporated Terms and Conditions if taken by Customer will be deemed a breach of the Service Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these  provisions of the Service Agreement or these incorporated Terms and Conditions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
4. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms and Conditions, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date of the Service Agreement and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Service Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Intellectual Property Ownership; Feedback.
   • Qued Technology. Customer acknowledges that, as between Customer and Qued, Qued owns all right, title, and interest, including all intellectual property rights, in and to the Qued Technology.
   • Customer Data. Qued acknowledges that, as between Qued and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Qued 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 Qued to provide the Services to Customer.
   • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Qued by mail, email, telephone, or otherwise, suggesting or recommending changes to the Qued Technology, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Qued is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Qued on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Qued is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Qued is not required to use any Feedback.
6. Warranty Disclaimer.
   • QUED MAKES NO WARRANTY OF ANY KIND THAT THE QUED TECHNOLOGY (INCLUDING THE SERVICES), OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
7. Indemnification.
   • Qued Indemnification.
     • Qued shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Qued Technology, or any use of the Services in accordance with a Service Agreement and these incorporated Terms and Conditions, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Qued in writing of the claim, cooperates with Qued, and allows Qued sole authority to control the defense and settlement of such claim.
     • If such a claim is made or appears possible, Customer agrees to permit Qued, at Qued’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Qued determines that neither alternative is reasonably available, Qued may terminate these Terms and Conditions, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
     • This Section (a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Qued or authorized by Qued in writing; (B) modifications to the Qued Technology not made by Qued; or (C) Customer Data.
   • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Qued’s option, defend Qued from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms and Conditions, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms and Conditions; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Qued or authorized by Qued in writing; or (iv) modifications to the Services not made by Qued, provided that Customer may not settle any Third-Party Claim against Qued unless Qued consents to such settlement, and further provided that Qued will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
   • Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND QUED’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL QUED’S LIABILITY UNDER THIS SECTION 9 EXCEED TWO TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO QUED UNDER THESE TERMS AND CONDITIONS IN THE 12-MONTH PERIOD PRECEDING THE EVENT.
8. Limitations of Liability. IN NO EVENT WILL QUED BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER QUED WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL QUED’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO QUED UNDER THESE TERMS AND CONDITIONS IN THE 12-MONTH PERIOD PRECEDING THE EVENT.
9. Miscellaneous.
   • Entire Agreement. The Service Agreement, which incorporates these Terms and Conditions, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Service Agreement(s) and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and Conditions, and a signed Service Agreement the express terms of the Service Agreement shall take precedence.
   • Survival. This Section 9(b) and Sections 1, 4, 5, 6, 7(b), 8 and 9 of these Terms and Conditions survive any termination or expiration of a Service Agreement as do any portions of a Service Agreement which are expressly set forth as applying beyond the Term. No other provisions of these Terms and Conditions survive the expiration or earlier termination of an applicable Service Agreement.
   • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the applicable Service Agreement(s) (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in a Service Agreement or elsewhere in these incorporated Terms and Conditions, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
   • Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached a Service Agreement, for any failure or delay in performing its obligations under a Service Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
   • Amendment and Modification; Waiver. No amendment to or modification of a Service Agreement or these incorporated Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions of the Service Agreement, including these Terms and Conditions, will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in a Service Agreement and these incorporated Terms and Conditions, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the a Service Agreement or these incorporated Terms and Conditions will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   • Severability. If any provision of a Service Agreement or these incorporated Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Service Agreement or these incorporated Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Service Agreement or these incorporated Terms and Conditions so as to capture their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   • Governing Law; Submission to Jurisdiction. The Service Agreement and these incorporated Terms and Conditions) are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to a Service Agreement and these incorporated Terms and Conditions will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
   • Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Qued. Any purported assignment or delegation in violation of this Section will be null and void. Qued may, in its sole discretion, assign a Service Agreement and all rights and obligations thereunder to a third party of its choosing.  No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Service Agreement or these incorporated Terms and Conditions are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   • Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
   • Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 4, 5, or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.