Private Forum Terms of Service
- Private Forum Terms of Service: Private Forum Terms of Service apply to Accounts that use the Service for the purpose of managing their Assets without charging fees to their Users. If the Account makes use of the Service to generate fees for access by Users to Assets, then that Account must also agree to the Public Forum Terms of Service.
- Competitors: Competitors may not access the Service, except with AgilQuest’s prior written consent. In addition, competitors may not access the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or other competitive purposes.
- Authorization to Use: By using this Service, you acknowledge that you have read these Terms of Service and agree to be bound by them. Any use of this Service shall constitute your representation that you are 18 years of age. Furthermore, if you are accepting these Terms of Service on behalf of, or for the benefit of the Account, whether as an employee of the Account or otherwise, then your acceptance of these Terms and your use of this Service also constitutes your representation that you are authorized by the Account to accept these Terms for the Account. If you do not agree to these Terms, or if you are not authorized to do so on behalf of the Account for which you are accessing this Service, you are not authorized to use this Service.
- Change of Terms: AgilQuest reserves the right, at its sole discretion, to modify these Terms (including the fees payable under these Terms) at any time to keep them current with the Service offered and with terms offered to all Accounts. No such change shall, however, (i) change the fee for the Term for which Subscriber has paid the fee, or (ii) change these Terms in a material way for the Term for which Subscriber has paid except for addition of terms that relate to functionality of the Service added after such payment was made. AgilQuest will keep these Terms marked with the most current date of any change. It is Account’s responsibility to review the Terms for any changes made since the last update. Using the Service after a change has been made to the Terms or policies constitutes the Account agreement to the change except as expressly set forth above.
- “Booking” means a reservation for an Asset requested by User.
- “Account” means the party that pays the Fees.
- “Account Content” means information, text, graphics, images, music, software, audio, video, information or other materials of any kind posted on the Service by Account.
- “AgilQuest Content” means information, text, graphics, images, music, software, audio, video, information or other materials of any kind posted on the Service by AgilQuest.
- “Asset” means any space, equipment, service or other item that is made available by Account for Booking by means of the Service.
- “Derived Data” means all aggregated and anonymized data collected by means of the Service that is not related to an identified or identifiable natural person, and all analysis or other information derived from the same.
- “Effective Date” means the date on which Account submits its Order Form for the Service.
- “Feedback” means, comments and suggestions related in some way to the Service.
- “Fee(s)” means any the fees payable to AgilQuest specified on the Order Form.
- “Generated Data” means information related to Bookings collected by, or generated by, the Service in connection with use of the Service by Account and Users to whom it permits access to the Service.
- “Local Element” means that portion of the Agilquest Private Forum Service that are loaded onto any local device, such as, Room Displays, Account or User’s personal computers, and User’s or Account’s smartphones, including without limitation applications downloaded by Users from any application store or other application delivery source.
- “Order Form” means any ordering document or online order specifying any Service to be provided hereunder and any Fees to be due for the Service.
- “Service” means the Agilquest Private Forum platform and all subcomponents of it, including any mobile application, interface, module or API (application programming interface) that might from time to time be made available by AgilQuest in connection with use of this Service.
- “Terms” means these Terms of Service as they may be changed from time to time as provided above.
- “Term” means the twelve-month period commencing with the Effective Date on the Order Form or invoice and each subsequent twelve-month period for which Account pays the applicable Fees.
- “User” means a person or entity that makes use of the Service.
Scope of Service
AgilQuest will make available to Account the Service of the type and quantity for which the Account has subscribed and paid in accordance with the Order Form submitted by Account and accepted by AgilQuest. AgilQuest will use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime for maintenance, and (ii) any unavailability caused by circumstances beyond AgilQuest’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or delay, non-AgilQuest software, or denial of service attack. AgilQuest may modify the features and functionality of the Service at any time. We will not materially decrease the overall functionality of the Service. Account may request AgilQuest’s assistance in connection with use of the Service at any time by submitting an inquiry through the online AgilQuest Success Portal.
Account and User Obligations
- Compliance with Law. It is the obligation of Account to know and comply with applicable laws and government regulations related to the use of the Service.
- Compliance with Terms of Service. Account acknowledges that the Terms are binding, and each agrees to comply with the same. Account and Users will immediately notify AgilQuest of any unauthorized use of the Service of which it becomes aware.
- Security. Account acknowledges that no method of transmission over the internet, and no method of storing electronic information, can be wholly secure. AgilQuest uses reasonable means to protect information provided by Account and information related to the transactions of Account and Users related to the Service, but it is not possible to ensure the security of information provided over the internet or of electronically stored information. Account is solely responsible for the security of information provided by it during transmission to the Service. By using the Service, Account accepts the risk that any data of any type generated in the course of its use of the Service, may not be completely secure.
- Fees and Payment Terms. Account shall pay all Fees as specified on AgilQuest’s Order Form submitted by Account. All Fees are nonrefundable. Account will pay a late charge of equal to the lower of 1.5% per month or the highest amount permitted by law on all amounts past due. AgilQuest may cause the Service to cease to operate if Account fails to pay any Subscription Fee or other Fee due under this Agreement when due and persists in such failure for more than thirty (30) days after receipt of notice of such failure.
- No Other Terms; Taxes. AgilQuest hereby expressly objects to any term in any purchase order issued by Account that is in conflict with or in addition to these Terms of Service and no such term will be binding upon AgilQuest unless AgilQuest signs a document expressly stating that such term applies notwithstanding the terms of these Terms of Service. Account shall be responsible for the payment of all taxes due as a result of the Service purchased hereunder, except for U.S. taxes on AgilQuest’s net or gross income. Upon proof of payment of any such taxes by AgilQuest, Account shall promptly reimburse AgilQuest for the full amount paid.
- Free Trial. We will make the Service available on a trial basis free of charge until the earlier of (a) the end of 30 days after the Signature Date of the Order Form, or (b) the start date of any Purchased Service subscriptions ordered by Account for such Service(s), or (c) termination by AgilQuest in our sole discretion.
We will make the agilquest Services available on a trial basis free of charge until the earlier of (a) the end of 30 days after the Signature Date of this Order Form, or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion.
Privacy and Remedies
- Remedies. AgilQuest has no obligation to monitor Account’s or any User’s use of the Service or to enforce compliance with this Agreement, but it has the right to do so for the purpose of monitoring and enforcing compliance.
IP and Data Ownership and Use:
- AgilQuest’s Ownership. AgilQuest is the sole and exclusive owner of (i) all software AgilQuest used to perform the Service, and all copyright, trademark, patent and other intellectual property interests therein, including without limitation, any Local Element that might from time to time be made available by AgilQuest in connection with use of this Service, (ii) AgilQuest Content, and (iii) the Derived Data.
- License to Host Account Content and Non-AgilQuest Software. Account grants AgilQuest a worldwide, limited-term license to host, copy, transmit and display Account Content and any non-AgilQuest software created by or for Account for use by Account with the Services, as reasonably necessary for AgilQuest to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, AgilQuest acquires no right, title or interest from Account under this Agreement to Non-AgilQuest software or Account Content.
- Account’s Ownership. All Account Content to the extent it was owned by Account at the time of posting, remain the sole and exclusive property of the Account.
- Disclosure of Account Content. AgilQuest may disclose the Account Content to any third party used by AgilQuest to provide support, but only to the extent reasonably necessary to provide such Services, and only under confidentiality obligations that are consistent with this section. AgilQuest may also disclose the Account Content as required by law. To the extent that Derived Data is based on Account Content, AgilQuest will not disclose the Derived Data other than as permitted above unless it is aggregated with other data in such a manner that the Derived Data cannot be identified as being related to Account.
- Feedback. Account hereby grants AgilQuest a perpetual, irrevocable, royalty-free, worldwide right and license, with right to transfer or sublicense, to reproduce, disclose, prepare derivative works of, perform, display, distribute, modify, use, make, have made and sell products and Service based on such Feedback and otherwise exploit the Feedback in any way.
- Non-AgilQuest Software Ownership. Non-AgilQuest entities may create software to be used with the Service via an agilquest API. These Non-AgilQuest entities may specify that they are the sole and exclusive owner of the software created to enhance Service, including all copyright, trademark, patent and other intellectual property interests therein, including without limitation, any Local Element that might from time to time be made available by the Non-AgilQuest entity. AgilQuest is not responsible in any way for Non-AgilQuest Software or its use, including but not limited to any warranty or support, any responsibility for any disclosure, or any modification or deletion of Account Content.
Trademarks and Trade Dress.
- AgilQuest Trademarks. AgilQuest’s name, trade names, domain names, trademarks, logos, layout and design, including trade dress, of all and each part of the Service (“AgilQuest Marks’) are the sole and exclusive property of AgilQuest. Account may not use any of the same for any purpose without AgilQuest’s prior express permission except to state that it offers its Assets via the Service. In particular, but without limitation, Account may not combine any name, trade name, trademark or logo of Account (“Account Marks”) with any AgilQuest Mark, or otherwise do anything that would infringe, dilute, weaken, or otherwise damage or impair an AgilQuest Mark.
- Account’s Trademarks. Account grants AgilQuest the right to use any and all Account Marks posted by Account on the Service.
Proprietary Rights and Licenses.
- AgilQuest reserves all rights in the Service not expressly granted by this Agreement.
- Account has the right to access the Service subject to the terms of the Order Form and this Agreement.
“Confidential Information” means the Order Form or other pricing provisions of these Terms, the elements of the Service accessible by Account, including without limitation any user documentation and other technical documentation or information relating to the Service or underlying software product disclosed to Account by AgilQuest, or any information discovered by Account upon inspection of such element and any know-how, trade secret, designs, or plans disclosed by AgilQuest to Account, which are the Confidential Information of AgilQuest, and the Account Data, which is the Confidential Information of Account.
Confidential Information shall not, however, include information which: is or becomes generally known other than as a result of a breach of this Agreement, breach of confidentiality, or other wrongful act; was lawfully in the receiving Party’s possession prior to receipt from the disclosing party without obligation of confidentiality; or is received by the receiving Party independently from a third party who lawfully discloses such information. Each Party shall advise all employees to whom it permits access to any of the Confidential Information of the other Party of their obligations under this Agreement. Account shall not, during the term of this Agreement or at any time hereafter, use any Confidential Information of AgilQuest except as allowed under this Agreement. The obligations of confidentiality in this Agreement are in addition to, and not in lieu of, the Parties’ underlying legal and equitable obligations to hold information in confidence. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which there may be no adequate remedy at law, and that if the Confidential Information was used or disclosed in an unauthorized manner AgilQuest shall be entitled, in addition to all other legal and equitable remedies, to preliminary and permanent injunctive relief as well as specific performance directing the implementation of measures to prevent or cure the unauthorized use or disclosure of Confidential Information.
Limitation of Warranty and Liability
- No Warranty. AgilQuest provides the Service AS IS and without any warranty of any kind AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. AGILQUEST SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. SPECIFICALLY, BUT WITHOUT LIMITATION, AGILQUEST DOES NOT WARRANT THE ERROR FREE OR UNINTERRUPTED USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AGILQUEST, WHETHER THROUGH THE SERVICE, AGILQUEST CONTENT, OR OTHERWISE WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY MADE BY MEANS OF THESE TERMS.
- Limitation of Liability. NEITHER AGILQUEST NOR ANY OF ITS LICENSORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF AGILQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGILQUEST’S MONETARY LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR ANY MATTER COVERED BY THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO IT BY ACCOUNT FOR THE TERM DURING WHICH THE LIABILITY AROSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND AGILQUEST’S WILLINGNESS TO PROVIDE THE SERVICE.
- Indemnification by Account. ACCOUNT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS AGILQUEST AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES AND EXPENSES, INCLUDING REASONABLE LEGAL AND OTHER PROFESSIONAL FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY THIRD PARTY CLAIM BASED ON (A) ACCOUNT’S ACCESS TO OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; (B) ACCOUNT CONTENT; (C) ACCOUNT INTERACTION WITH ANY USER, (D) ANY CLAIM OF ANY USER ARISING FROM OR RELATED TO THE USER’S USE OF THE SERVICE, (E) OR ANY BOOKING.
- Indemnification by AgilQuest. AGILQUEST SHALL DEFEND ACCOUNT AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST ACCOUNT BY A THIRD PARTY ALLEGING THAT ANY SERVICE INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS (A “CLAIM AGAINST ACCOUNT”), AND WILL INDEMNIFY ACCOUNT FROM ANY DAMAGES, ATTORNEY FEES AND COSTS FINALLY AWARDED AGAINST ACCOUNT AS A RESULT OF, OR FOR AMOUNTS PAID BY ACCOUNT UNDER A SETTLEMENT APPROVED BY AGILQUEST IN WRITING OF, A CLAIM AGAINST ACCOUNT, PROVIDED ACCOUNT (A) PROMPTLY GIVE AGILQUEST WRITTEN NOTICE OF THE CLAIM AGAINST ACCOUNT, (B) GIVE AGILQUEST SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM AGAINST ACCOUNT (EXCEPT THAT AGILQUEST MAY NOT SETTLE ANY CLAIM AGAINST ACCOUNT UNLESS IT UNCONDITIONALLY RELEASES ACCOUNT OF ALL LIABILITY), AND (C) GIVE US ALL REASONABLE ASSISTANCE, AT AGILQUEST EXPENSE. IF AGILQUEST RECEIVE INFORMATION ABOUT AN INFRINGEMENT OR MISAPPROPRIATION CLAIM RELATED TO A SERVICE, AGILQUEST MAY IN AGILQUEST DISCRETION AND AT NO COST TO ACCOUNT (I) MODIFY THE SERVICE SO THAT THEY ARE NO LONGER CLAIMED TO INFRINGE OR MISAPPROPRIATE, WITHOUT BREACHING AGILQUEST WARRANTIES UNDER “WARRANTIES” ABOVE, (II) OBTAIN A LICENSE FOR ACCOUNT CONTINUED USE OF THAT SERVICE IN ACCORDANCE WITH THIS AGREEMENT, OR (III) TERMINATE ACCOUNT SUBSCRIPTIONS FOR THAT SERVICE UPON 30 DAYS’ WRITTEN NOTICE AND REFUND ACCOUNT ANY PREPAID FEES COVERING THE REMAINDER OF THE TERM OF THE TERMINATED SUBSCRIPTIONS. THE ABOVE DEFENSE AND INDEMNIFICATION OBLIGATIONS DO NOT APPLY TO THE EXTENT A CLAIM AGAINST ACCOUNT ARISES FROM ANY DATA, NON-AGILQUEST SOFTWARE OR ACCOUNT USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT OR APPLICABLE ORDER FORMS.
Term and Termination
- Term and Termination. The Term of Account’s right to the Service shall commence on the Effective Date and shall automatically renew for successive one year terms unless terminated as provided herein or in the applicable Order Form.
- Termination by Either Party. Either Account or AgilQuest may terminate Account’s rights under these Terms upon a material breach by the other upon thirty (30) days prior written notice of termination, with termination becoming effective at the end of such 30-day period if the breach is not then cured.
- Termination. Account may terminate its rights under these Terms upon forty-five (45) days written notice to AgilQuest prior to the end of the then current Term. Upon such termination, all fees due as of the effective date of termination shall immediately become due and payable and no fee previously paid shall be refundable.
- Events on Termination. Upon termination or expiration of Account’s rights under these Terms, all rights and licenses granted herein shall terminate immediately, the Service may automatically, or AgilQuest may cause it to, cease to operate.
- Suspension. AgilQuest may temporarily suspend the Service if it has reason to believe that Account is using the Service in violation of these Terms in a manner that may result in harm to the Service, to AgilQuest or to any User.
- Governing Law. These Terms shall be governed and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A. without regard to its choice of law rules, except that the Uniform Computer Information Transactions Act of Virginia shall not apply.
- Assignment. Account may not assign or transfer any rights Account may have under this Agreement without AgilQuest’s express written consent, and any attempted assignment in violation of this Agreement shall be null and void. AgilQuest may assign all or any of its rights and obligations under these Terms at any time. This Agreement will be binding on all permitted assigns.
- Notices. Any notices or other communications permitted or required under these Terms must be in writing. Notices to AgilQuest must be sent to AgilQuest at the address provided via the Service. Notices to Account shall be sent to Account’s e-mail address provided for this purpose through the Service.
- Export. The Service may be subject to the export laws of the United States of America, including without limitation the Export Administration Act and related regulations. Account agrees that it shall not a make the Service available, directly or indirectly, to any country, person or entity to which export or re-export is prohibited by applicable United States law. AgilQuest makes no representation that the Service comply with applicable laws of for use outside the United States of America in all of the locations in which Account may wish to use them. If Account uses the Service outside the United States of America, Account is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
- Waiver. The failure of either AgilQuest or Account to insist on strict performance of any of the provisions of this Agreement, or to exercise any right granted hereunder, shall not be construed as a relinquishment of any right or a waiver of any provision of this Agreement. No waiver of any provision or right shall be valid unless it is in writing and signed by a duly authorized representative of the party making the waiver.
- Terms Applicable to Government. If Account is a unit or agency of the U.S. Government (“Government”), the Service and related documentation shall be classified as “Commercial Computer Software,” and “Commercial Computer Software Documentation” as defined in 48 C.F.R. Section 12.212 or 48 C.F.R. 227.7202, and the Service are licensed to Account only with those rights provided under these Terms.
- Entire Agreement. This Agreement sets forth the entire agreement between AgilQuest and Account with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreement or representation related thereto.
- Severability. If any provision of these Terms shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- Survival. The provisions of the Sections titled Intellectual Property, License to Use Feedback, and Limitation of Warranty and Liability above shall survive termination of this Agreement.
- Force Majeure. Neither Account nor AgilQuest shall be liable for any default or delay in the performance of its obligations under this agreement (i) if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, acts of terror, earthquake, elements of nature or riots, civil disorders, or any other cause beyond the reasonable control of such party. In such event the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall notify the party to whom performance is due as soon as practicable.
Last Updated 20 February 2018