Terms of Service

Effective Date: July 10, 2024.

These Terms of Service apply to the EchoStream Platform (the “Platform”) by QuiNovas, LLC, its subsidiaries and affiliates. The Platform is owned by QuiNovas, LLC (“QuiNovas”). These Terms of Service also incorporate by reference the Privacy Policy and any other policies or agreements available on the Platform. BY USING THE PLATFORM, YOU AGREE TO THESE TERMS OF SERVICE.

QuiNovas reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. You are responsible for periodically reviewing the Terms of Service for changes. By continuing to use the Platform, you accept any changes at the time they are implemented.

User Account

You may be required to register for an account to access the Platform. The registration process may require you to provide your name, company name, address, telephone number, email address, and certain additional personal data or other information. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Platform. You are the sole authorized user of any account you create. You are solely and fully responsible for all activities that occur under your password or account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity.

As a user of the Platform, you may have access to join a particular organization or multiple organizations. As part of an organization, access to certain data may be limited or otherwise restricted by administrative accounts controlling a particular organization. Those administrative accounts are solely responsible for the control of access to data sets and QuiNovas will not be liable for any improper sharing or improper access controls as established by an administrative account.

QuiNovas will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by QuiNovas or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or QuiNovas has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, your account may be suspended or terminated.

Fees and Payment Terms

By using the Platform, you agree to pay a subscription fee as set forth in the applicable Service Agreement. The Platform Agreement shall specify all mutually agreed upon rates between the parties and control any specific terms not set out in these Terms of Service. Unless expressly set forth in writing or separate instrument, payment obligations are non-refundable once paid. In the event you utilize a credit card to pay any fees due under the Terms of Service, QuiNovas reserves the right to charge a service fee of 3.5% on all credit card payments. In the event your credit card declines a charge for any fees due, QuiNovas may suspend access to the Platform until the fees due are paid in full.

Subscriptions to the Platform shall be auto-renewing and the applicable rates for access to the Platform may increase at QuiNovas’s sole discretion. In the event of a rate increase, QuiNovas shall supply all users notice of any rate increase prior to that increase going into effect as required by the Platform Agreement.

Acceptable Use Policy of the Platform/Restrictions

Without limiting other rules and prohibitions in this Agreement, by using the Platform, you agree that:

1. You will only use the Platform for lawful purposes; you will not use the Platform for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, QuiNovas Employees, or the community.
2. You will only use the Platform in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.
3. You will only access the Platform using means explicitly authorized by QuiNovas.
4. You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Platform.
5. You will not use the Platform to cause nuisance, annoyance or inconvenience.
6. You will not use the Platform, or any content accessible through the Platform, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Merchant, User or Contractor, unless given prior permission to do so in writing.
7. You will not copy or distribute any information or content displayed through the Platform, for republication in any format or media.
8. You will not compile, directly or indirectly, any content displayed through the Platform except for your personal, noncommercial use.
9. The information you provide to QuiNovas when registering an account is accurate. You will promptly notify QuiNovas of any changes to such information and will provide QuiNovas with proof of identity as reasonably requested.
10. You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Platform.
11. You will use the Platform for your own use and will not directly or indirectly resell, license or transfer the information, software, code, or other content contained on the Platform to a third party.
12. You will not attempt to gain unauthorized access to the Platform or to any account, resource, or other network.
13. You will not attempt to test the vulnerability of any system or network or breach or circumvent any security or authentication measures of the Platform.
14. You will not make use of any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of our Platform, websites, or any other content.
15. You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Platform.
16. You will report any errors, bugs, or any breach of our intellectual property rights that you uncover in your use of the Platform.
17. You will not abuse our promotional or credit code system, by opening multiple accounts to benefit from offers available only to first-time users.

QuiNovas reserves the right to suspend and/or permanently deactivate your account at its sole discretion in the event of any breach of these restrictions.

Investigation and Enforcement

We may investigate any suspected violation of this Acceptable Use Policy, and remove or disable access to any content or resource that violates this Policy. You agree to cooperate with us to remedy any violation.

When determining whether there has been a violation of this Policy, we may consider your ability and willingness to comply with this Policy, including the policies and processes you have in place to prevent or identify and remove any prohibited content or activity.

Failure to comply with this policy or to remedy violations of this policy may result in the termination of your use of the Platform.

Platform Content

All content, including, but not limited to, text, graphics, photographs, trademarks, logos, sounds, music, and computer code (that content, the “QuiNovas Content”) arranged to create the content, design, structure, coordination, expression, appearance and feel of the Platform is owned, controlled or licensed by or to QuiNovas, and is protected by United States and international patent, copyright, trademark and trade secret laws of general applicability.

Except as expressly provided in the Terms of Service, no part of the Platform and no QuiNovas Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, web Platform, or other medium for publication or distribution or for any commercial enterprise without QuiNovas's prior express written consent.

The above notwithstanding, you may use information purposefully made available by QuiNovas for download from the Platform provided that you: (1) not remove any proprietary notice language in all copies of such documents (2) the use of such information is used only for commercial purposes limited to managing cloud environments and making decisions about those environments, and (3) you make no additional representations or warranties relating to such documents.

Confidential Information

Confidential Information shall include any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, an agreement between the parties, any order form, user data, security reports, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party.

Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

Except as otherwise authorized by Disclosing Party in writing, a Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party's affiliates, and Receiving Party's and its affiliates’ respective employees, legal counsel, accountants, contractors, who have a reasonable need to know. The Receiving Party will be responsible for its Representatives’ compliance with this.

Representatives will be legally bound to protect Confidential Information of a Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section. The Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

Trademarks and other Intellectual Property

The trademarks of QuiNovas are not to be used without permission.

Trademarks also include, but are not limited to, the logos associated with any trademarks and used throughout the Platform. The content included in the Platform and other resources made available through the Platform is protected by copyright and is owned or used with permission or under fair use by QuiNovas.

By accessing the Platform, you grant QuiNovas the right to use and display your name, logo, and a description of your use case/case study on EchoStream's website and in marketing and promotional materials, subject to your standard trademark usage guidelines that are provided to QuiNovas.

License and Platform Access

As long as you are in compliance with the Terms of Service, QuiNovas grants you a personal, non-exclusive, nontransferable, limited privilege to enter and use the Platform. Access to this Platform is limited to personal use of the Platform and is not for modifying all or any portion of the Platform, without the prior express written consent of QuiNovas. This license does not include any derivative use of the Platform or the QuiNovas Content outside of the uses defined by these Terms of Service. No part of the Platform may be reproduced, duplicated, copied, sold, resold, transferred, or otherwise exploited for any commercial purpose without the prior express written consent of QuiNovas. Any unauthorized use of the Platform terminates the permission and license granted herein.

From time to time, QuiNovas may make available beta offerings. You may, in your sole discretion, choose to use a beta offering. QuiNovas may discontinue a beta offering at any time, in its sole discretion, or decide not to make a beta offering generally available. To the extent you use any beta offerings that are only made available to a limited number of customers on an invitation basis in a non-public or private manner the following terms shall apply.

Any private beta offering made available to you is strictly for testing and experimentation purposes only. You acknowledge that, by its nature, a private beta offering may (a) not meet speed or performance benchmarks or expectations; (b) have gaps in functionality; and (c) contain bugs. Any existing support terms shall not apply to private beta offerings. Private beta offerings, and any information related to such private beta offerings, including their existence, are considered Confidential Information of QuiNovas.

Third Party Links

Links to other websites or applications are provided for the convenience and information of visitors to the Platform. Clicking on these links will navigate you to another site. The inclusion of links on the Platform does not represent, unless specifically noted in the link, an endorsement, authorization, sponsorship, or affiliation with the linked site. Unless otherwise indicated, any applications, webpages, or documentation linked to from the Platform are not under the control of QuiNovas. QuiNovas is not responsible for the content or presentation of any linked Platform. QuiNovas makes no representation regarding the accuracy or completeness of the information contained in any linked applications, webpages, or documentation unless otherwise indicated as material of QuiNovas.

User's Representations and Warranties

By using the Platform, you represent and warrant that:

• You are of legal age and sufficient authority to enter a binding agreement.
• All data supplied will be complete and accurate to the best of your ability. You will not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
• You will not transmit any content that is unlawful, defamatory, obscene, trade libelous, threatening, harassing, tortuous, invasive of another's privacy, or that constitutes personal identifiable information.

You have read, acknowledge, understand, and agree to the Terms of Service and Privacy Policy as incorporated into this agreement.

Ownership of Data

You will own all user data associated with your use of the Platform and by utilizing Platform grant QuiNovas a perpetual, irrevocable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display this data for the following purposes: (a) providing and improving the services on the Platform; (b) internal usage, including but not limited to, data analytics so long as such data is anonymous and aggregated with other customer data; (c) complying with applicable legal requirements and assisting law enforcement agencies; and any other purpose that is consistent with the Terms of Service.

Intellectual Property Infringement

It is QuiNovas's policy to respond to claims of intellectual property infringement. QuiNovas will promptly process and investigate notices of alleged infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA") and other applicable intellectual property laws. As required by the DMCA, notifications of claimed copyright infringement should be sent to QuiNovas's designated agent (the “Designated Agent”). The designated Agent can be found on the REchoStream website as the Legal Contact.

Any written communication under this section should include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Platform are covered by a single notification, a representative list of such works at that Platform.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Products or Services Offered on the Platform

QuiNovas may make changes to any products or services offered on the Platform, or to the applicable prices/subscription fees for any such products or services, at any time, without notice. The information on the Platform regarding products and services may be out of date, and QuiNovas is not obligated to update such information on the Platform.

Fact Scenarios

QuiNovas may, at times, use fact scenarios based in part on true events. The fact scenarios, however, are used for illustrative purposes and are not meant to depict any real person or event.

Disclaimers

QuiNovas makes no claim that the platform or any content, service or feature of the platform will be error-free or uninterrupted, or that any defects will be corrected, or that your use of the platform will provide specific results. The platform and its content are delivered on an “as-is” and “as-available” basis. All information provided on the platform is subject to change without notice. QuiNovas cannot ensure that any files or other data you download from the platform will be free of viruses or contamination or destructive features. QuiNovas disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. QuiNovas disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the platform. You assume total responsibility for your use of the platform and any linked apps to which you may navigate from the platform. Your sole remedy against QuiNovas for dissatisfaction with the platform or any content is to stop using the platform or any such content. This limitation of relief is a part of the bargain between the parties.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of the Platform, whether for breach of contract, tort, negligence or any other cause of action.

QuiNovas reserves the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Platform, or any portion of the Platform, for any reason; (2) modify or change the Platform, or any portion of the Platform, and any applicable policies or terms; and (3) interrupt the operation of the Platform, or any portion of the Platform, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Right to Refuse Service

QuiNovas reserves the right to refuse service to anyone and terminate your account at any time. Should the termination of your account be for convenience by QuiNovas (and not related to any breach of this agreement or other improper use of the Platform), QuiNovas may terminate this Agreement for any reason by providing you at least 30 days advance notice. If QuiNovas is to terminate without 30 days advanced notice it will not be considered to be a breach of any agreement and QuiNovas will give a prorated refund for the remainder of services not rendered at the time of termination.

Limitation of Liability

QuiNovas is not liable to you, except where prohibited by law, for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if QuiNovas has been advised of the possibility of such damages.

Indemnity

You agree to indemnify and hold QuiNovas, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any third party demands, loss, liability, claims or expenses (including reasonable attorneys’ fees), made against QuiNovas due to your use of the Platform.

Violation of the Terms of Service

QuiNovas may disclose any information about you (including your identity) if it determines such disclosure is necessary in connection with any investigation or complaint regarding your use of the Platform, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (intentional or not) QuiNovas's rights or property, or the rights or property of visitors to or users of the Platform, including QuiNovas's customers. Some violations may include:

• Using the Platform without the requisite ability or authority to ratify legally binding contracts, or while temporarily or indefinitely suspended from the Platform;
• Circumventing or manipulating the billing process, or any fees owed to QuiNovas;
• Distributing or posting spam, chain letters, or pyramid schemes;
• Distributing viruses or any other technologies that may harm QuiNovas or the interests or property of QuiNovas customers;
• Copying, modifying, republishing or distributing content from the Platform or QuiNovas's copyrights and trademarks;
• Impersonating another person or otherwise misrepresenting your affiliation with another person or entity;
• Conducting fraud, hiding or attempting to hide your identity;
• Providing inaccurate contact information;
• Harvesting or otherwise collecting information about other users; or
• Transmitting to QuiNovas or any End User any information or materials of any kind that (1) violate, plagiarize or infringe on the intellectual property or contractual rights of any third party (2) are libelous, defamatory, obscene, abusive (3) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

QuiNovas reserves the right at all times to disclose any information it deems necessary to comply with applicable law, regulation, legal process or governmental request. QuiNovas may also disclose your information when it determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You agree that QuiNovas may preserve any transmittal or communication from you through the Platform or any service offered on or through the Platform, and may also disclose such data if required to do so by law or QuiNovas determines that such preservation or disclosure is reasonably necessary to: (1) comply with legal process (2) enforce the Terms of Service (3) respond to claims that any such data violates the rights of others (4) protect the rights, property or personal safety of QuiNovas, its employees, users of or visitors to the Platform, and the public.

You agree that QuiNovas may, in its sole discretion and without notice, terminate your access to the Platform if it determines you have violated these Terms of Service or other agreements or guidelines associated with your use of the Platform. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice that will cause irreparable harm to QuiNovas. Because monetary damages for such a violation would be inadequate, you consent to QuiNovas obtaining any injunctive or equitable relief it deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies QuiNovas may have at law or in equity.

You agree that QuiNovas may, in its sole discretion and without prior notice, terminate your access to the Platform, for cause, which includes, but is not limited to: (1) requests by law enforcement or other government agencies (2) a request by you (3) discontinuance or material modification of the Platform or any service offered on or through the Platform or (4) unexpected technical issues or problems.

If QuiNovas does take any legal action against you as a result of your violation of the Terms of Service, it will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted. You agree that QuiNovas will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of these Terms of Service.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Platform, including all disputes, will be governed by the laws of the United States and by the laws of the state of Alabama without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Jefferson County, Alabama, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

If there is any controversy or dispute between you and QuiNovas arising out of or in connection with your use of the Platform, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. Mediation will be considered non-binding; to begin a mediation proceeding, you must send a letter requesting mediation and describing your claim to our registered agent which can be found at the QuiNovas's website.

International Use

QuiNovas makes no representation that the Platform is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Platform (including with regard to the provision, collection or processing of data) is prohibited from territories where doing so would be illegal. If you access or use the Platform from other locations, you do so at your own initiative and risk and are solely responsible for compliance with local laws.

Miscellaneous

You may not use, export or re-export any QuiNovas Content or any copy or adaptation of such QuiNovas Content, or any product or service offered on the Platform, in violation of any applicable laws or regulations, including, but not limited to, United States export laws and regulations.

Each provision of the Terms of Service shall be considered severable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality shall not impair the operation of or affect those portions of the Terms of Service which are valid, enforceable, and legal.

QuiNovas's failure to enforce strict performance of the Terms of Service shall not be construed as a waiver by QuiNovas of any provision or any right it has to enforce the Terms of Service, nor shall any course of conduct between QuiNovas and you or any other party be deemed to modify any provision of the Terms of Service. The Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.

Feedback and Information

Any feedback you provide regarding the Platform is not considered confidential. QuiNovas is free to use such information without restriction.

Violations

Please report any violation of the Terms of Service to QuiNovas.

The information contained in these Terms of Service are subject to change without notice.

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