- Acceptance.This Agreement sets out the legally binding terms of your use of SOFTWARE and/or QRL’s related services. This Agreement may include other QRL policies referenced herein and any notices regarding SOFTWARE. By accessing SOFTWARE or executing a service order (“Service Order”) and/or clicking the “Accept & Continue” button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
- Modification.This Agreement and any other policies referenced by this Agreement may be modified by QRL at its sole discretion from time to time. Such modifications shall be effective upon posting on QRL’s website, and your use of SOFTWARE after such posting will constitute acceptance by you of such changes. Please consult this Agreement and the referenced policies regularly. This Agreement was last updated on March 30, 2023.
- Access and Retention.A link to this Agreement will be found on the QRL homepage (currently located at https://qrlogix.com/pages/software-terms-of-use). In order to access and retain this electronic Agreement, you must have access to the internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the internet. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
- License.Subject to the terms and conditions of this Agreement, QRL hereby grants to Client a limited, non-exclusive, non-transferable license (unless otherwise indicated in the Service Order) to access and use SOFTWARE during the term identified in the Service Order (the “Term”). The applicable associated Charges and Term, as well as any additional terms such as the number of printers/devices the SOFTWARE may be installed, will be set forth in the Service Order. By agreeing to grant such license, QRL does not obligate itself to maintain SOFTWARE in its present form. QRL may upgrade, modify, change or enhance SOFTWARE in its sole discretion.
- Requirements for Use/Authorized Users. Client will remain liable for all acts or omissions of its Authorized End-Users with respect to access and use of SOFTWARE; furthermore, and for the avoidance of doubt, such Client will be responsible for ensuring that its Authorized End-Users remain fully compliant with this Agreement. The Authorized End-User’s identifier must not be of a generic nature. An example of a permissible unique identifier is John Doe and firstname.lastname@example.org; examples of impermissible generic identifiers include the following: email@example.com or firstname.lastname@example.org. A Client purchasing a multi-client subscription must designate an administrator (“Master Administrator”). A Master Administrator shall have reporting access and management tools.
- License Restrictions. SOFTWARE is intended solely for the internal business use of the Client. QRL reserves all rights not expressly granted to Client. Client will not copy, export, transmit electronically, download electronically or in hard copy, post to a database or to the Internet, or otherwise reproduce in any fashion any portion of SOFTWARE, or its underlying content, software, tools, reports or databases or any substantial portion thereof, except as expressly authorized in this Agreement. Except as expressly authorized in this Agreement, Client shall not: (a) use, copy, reproduce, export, merge or transfer copies of SOFTWARE; (b) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare SOFTWARE or any of Client’s rights under this Agreement; or (c) use SOFTWARE or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement. You agree to prevent any unauthorized copying of SOFTWARE and its content, as applicable. As a condition of your use of SOFTWARE, you warrant to QRL that you will not use SOFTWARE, as applicable, for any purpose that is unlawful or prohibited by this Agreement. You may not use SOFTWARE in any manner which could damage, disable, overburden, or impair SOFTWARE or interfere with any other party’s use and enjoyment of SOFTWARE, as applicable.
- Charges/Payment Methods. QRL charges fees for its SOFTWARE which shall be set forth in one or more Service Orders (“Charges”). Client agrees to pay the corresponding Charges. QRL reserves the right to change the Charges with respect to a renewal term. Unless otherwise expressly stated, all Charges are stated in United States dollars.
QRL utilizes third party companies, to handle credit card and payment transactions. QRL is not responsible for such transactions. Therefore the burden of PCI Compliance rests solely on such third party companies.
- No Advice/Reports/Third Party Interactions.The information provided on or obtained from SOFTWARE, including the tools and databases, is for reference use only and does not constitute the rendering of medical, financial, legal or other professional advice or recommendations by QRL. Use of such information is not a substitute for professional recommendations. Client agrees to be solely responsible for all specimen identification issues and any related errors resulting from use of SOFTWARE. To the extent you access and use SOFTWARE, including the tools and databases, QRL does not represent or endorse the accuracy or reliability of any label, code, advice, opinion, statement or any other information displayed or distributed through such tools, database or any resulting report. QRL has not audited or attempted to confirm this information for accuracy or completeness, and is not responsible for any errors.
Federal and state laws may govern use of SOFTWARE. Client hereby agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with use of SOFTWARE, as applicable. Client acknowledges that QRL merely provides SOFTWARE, and that the responsibility to use SOFTWARE in a lawful manner lies solely with Client.
- Intellectual Property Ownership.QRL owns and retains all right, title and interest in and to the following (collectively, “QRL Property”): (i) SOFTWARE and other tools, software, database(s), technology, content, documentation, and information provided by QRL in connection with SOFTWARE (excluding the third party databases and Client Data as defined below); (ii) all ideas, know-how, and techniques that may be developed, conceived, or invented by QRL during its performance under this Agreement; (iii) the marks “QRLOGIX”, “PRINTLAB”, “PRINTLAB AP”, or “ESPO LMS” and other Website graphics, logos, page headers, button icons, scripts, and service names; and (v) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i), (ii) and (iii) above. Except as otherwise expressly authorized herein or by QRL in writing, the non-exclusive license set forth in this Agreement is the entirety of Client’s rights in connection with the QRL Property. This Agreement is not a sale of QRL Property or any portion, copy or derivative work thereof. Accordingly, all rights in the QRL Property are hereby expressly reserved. QRL shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the QRL Property to any third party for any purpose free from any claim of Client. SOFTWARE is protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. Except as otherwise expressly authorized herein or by QRL in writing, Client shall not directly or indirectly (and shall not permit any unauthorized party to) do any of the following: (i) access, use, sell, distribute, sublicense, sublease, broadcast, or commercially exploit any QRL Property or any rights under this Agreement, including without limitation any access or use of any QRL Property on a service bureau basis or for any Client processing services beyond the scope specified in this Agreement (such as any unauthorized parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on QRL Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any QRL Property; (iv) remove, obscure, or alter any intellectual property right or confidentiality notices, copyright notices or legends appearing in or on any aspect of any QRL Property; (v) cause any confusion with QRL’s brand or identity; or (vi) interfere, in any manner, with QRL’s delivery of SOFTWARE.
- Termination/Cancellation.Any fixed-term subscription granted pursuant to Section 1 of this Agreement shall automatically terminate (i) upon expiration of the applicable Term, or (ii) in the event Client breaches any provision of this Agreement. Client may terminate or cancel the license granted by discontinuing use of SOFTWARE, as applicable, and providing written notice to QRL. All Charges are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the Term. If QRL receives an authorized cancellation notice from you, you will be obligated to pay any outstanding dues owed to QRL at such time. You agree that QRL may, in its sole discretion, terminate or suspend your access to all or part of SOFTWARE with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, Client shall immediately cease all use of SOFTWARE, and QRL may immediately deactivate or delete Client’s account and all related information and files and/or bar any further access to such files, SOFTWARE. QRL will not be liable to Client or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by QRL in connection with such termination or suspension.
If timely payment is not received for any reason following thirty (30) days from the then-current billing cycle, QRL reserves the right to either suspend or terminate your access to QRL’s services, including but not limited to SOFTWARE, and to terminate this Agreement. You agree that QRL may charge all such unpaid balances to your credit card or other automated billing account, or otherwise bill you for such unpaid balance. Delinquent payments are subject to a late-payment charge of the greater of 1.5% of the outstanding balance, or the maximum amount allowed by law, whichever is higher. QRL may also charge a $25 NSF fee for returned checks.
- Limited Warranty.QRL represents and warrants as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to Client under this Agreement; (ii) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; and (iii) SOFTWARE do not contain any known virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of Client’s equipment, devices, software, or data. As Client’s sole and exclusive remedy for breach of the foregoing warranty, QRL shall either correct the nonconformity or refund the applicable Charges paid for the applicable SOFTWARE. The warranty provided in this Section is solely for Client’s benefit and Client shall have no authority to extend the warranty to any third party. QRL shall not be liable for failures caused by third party hardware, Client Data, misuse of SOFTWARE, or Client’s gross negligence or willful misconduct.
- WARRANTY DISCLAIMER.EXCEPT AS PROVIDED IN SECTION 8 (LIMITED WARRANTY), SOFTWARE, ANY REPORTS GENERATED BY OR SERVICE ASSOCIATED WITH, SOFTWARE ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. QRL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND THOSE ALLEGED TO ARISE BY A CUSTOM OR USAGE IN A TRADE, OR BY COURSE OF DEALING. QRL MAKES NO REPRESENTATION OR WARRANTY THAT SOFTWARE, ANY REPORT GENERATED FROM SOFTWARE OR ANY SERVICE ASSOCIATED WITH QRL IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF SOFTWARE OR THE UNDERLYING TOOLS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN SOFTWARE WILL BE CORRECTED. CLIENT EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF SOFTWARE IS AT CLIENT’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QRL OR QRL’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN SECTION 8. QRL MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CLIENT. MANY FACTORS, INCLUDING BUT NOT LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF SOFTWARE ON THE NETWORK, WILL IMPACT THE PERFORMANCE OF SOFTWARE.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL QRL OR ANY OF ITS OWNERS, MEMBERS, MANAGERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, REPRESENTATIVES OR INDEPENDENT CONTRACTORS, BE LIABLE TO YOU OR ANY PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS INFORMATION OR DATA, OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF QRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QRL HAS SET PRICES FOR SOFTWARE BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QRL’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF SOFTWARE BY CLIENT AND/OR AUTHORIZED END-USERS.
- Indemnity.You agree to indemnify and hold QRL, its owners, members, managers, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claim, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of SOFTWARE in violation of this Agreement and/or arising from any use of SOFTWARE. Such indemnification obligation also applies to any issues related to security issues or data breaches in connection with your client or patient data.
- Support, Training, and Customizations. QRL shall have no support, training or customization obligations hereunder except as otherwise provided in a mutually agreed upon Service Order or a service level agreement.
- Consent to Arbitration, Forum Selectionand Choice of Law. By using SOFTWARE, you expressly agree that if there is any dispute arising out of SOFTWARE, or in the event of any action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and you expressly agree and consent to arbitration for the resolution of any such dispute. Such arbitration shall be decided by one arbitrator in a hearing held in Sarasota, County, Florida, pursuant to the Commercial Rules of the American Arbitration Association. Judgment on the award rendered by the Arbitrator may be entered by any court with jurisdiction. The aforementioned location of arbitration is intended by the parties to be mandatory and not permissive in nature.
- Legal Fees.If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
- Force Majeure. QRL shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond its control. Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, cyber-attacks, cyber-hacks, cyber-crimes, or cyber-disruptions, failure of users to cooperate with the reasonable requests of QRL, breach of this Agreement by users, and any other events reasonably beyond the control of QRL (each a “Force Majeure Event”).
- Entire Agreement. This Agreement contains the entire agreement (besides such information listed in the Service Order) between you and QRL regarding the use of SOFTWARE. Any other policy statements as referenced herein (as modified by QRL from time to time) is incorporated herein by reference and made a part of this Agreement.
- Assignment. You may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void. QRL may freely assign its rights and obligations under this Agreement.
- Severability. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
- Waiver. Any failure by QRL to enforce or exercise any provision of this Agreement or related rights will not constitute a waiver of that right or provision.
- Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
- Notice. QRL may give notice by means of a general notice through QRL’s services, electronic mail to your email address on record in QRL’s account information, or by written communication sent by first class mail to your address on record in QRL’s account information. You may give notice to QRL (such notice shall be deemed given when received by QRL) at any time by any of the following: electronic mail to info@QRlogix.com; or by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to QRL at the following address: PathTelligence LLC, 4531 Samuel Street, Sarasota FL 34233.