Welcome to ZenQMS!

ZenQMS LLC ("ZenQMS", the "Company", “We”, “Our”) offers a subscription-based, on-demand collaborative environment for companies to manage, analyze and understand quality compliance of their operations (the "Service"). The Service includes integrated modules for managing Controlled Documents, Issue Investigations, CAPAs, Training, Audits and Suppliers. Subscriptions for the Service shall be evidenced by an executed Scope of Work agreement or by a company’s Administrator's selection of one of the offered subscriptions from the “Member Account” section of the application. As part of the Service, the Company will provide members with use of the Service, including a browser interface, data encryption, transmission, access and storage. Clients and their respective users ("Members", "Users" or collectively "You"/"Your") will access the Service from time to time. Your registration for, or use of, the Service shall be deemed to be Your agreement to abide by the terms of the Master Subscription Agreement below, including any other items incorporated by reference herein, such as the Privacy Policy (click on “Privacy Policy” link from within the Service (app.zenqms.com). For reference, a Definitions section is included at the end of this Agreement.

MASTER SUBSCRIPTION AGREEMENT
This Agreement was last updated on 12-OCT-2018.

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS EFFECTIVE BETWEEN YOU AND US AS OF THE DATE OF YOU ACCEPTING THIS AGREEMENT.

THIS AGREEMENT DESCRIBES THE TERMS OF SERVICE AND GOVERNS YOUR ACQUISITION AND USE OF WEB APPLICATION SERVICES (THE “SERVICE”) AT ZENQMS AND ANY OF ITS RELATED WEBSITES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR REVIEW AND/OR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR LOGGING INTO THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

I. PRIVACY & SECURITY; DISCLOSURE

The Company’s privacy and security policy, which is incorporated by reference, may be viewed by clicking on “Privacy Policy” link from within the Service (app.zenqms.com). The Company reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. As a general rule, The Company will only send messages to a user’s email account if the user has specifically requested a daily account update from the Service or if there is a password/security issue related to the user’s account. Because the Service is a hosted, online application, The Company may occasionally need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If You become a user of the Service, You agree that The Company can disclose the fact that You are a user of the Service.

II. LICENSE GRANT & RESTRICTIONS

Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. The Company hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by ZenQMS.
Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
Suggestions And Improvements. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services, including comments emailed or submitted through our support section. Also included are any improvements that We incorporate into the Service at Your direction.

III. USE OF THE SERVICE

Our Responsibilities. We shall: (i) provide access to both a production and demo/sandbox environment including access to the following modules for unlimited users and unlimited concurrency for the same cost: Training, Document Management, CAPA, Issue Investigations (Deviations, complaints, etc.), Audit (Internal, Customer, Questionnaire, Supplier, Regulatory, etc.), Reporting, Tracking and Trending, Supplier Management, Audit Scheduling, Dashboard; the Company will provide access to all updates and future functionality for no additional cost; (iii) provide Our basic support for the Service to You at no additional charge, and/or upgraded support if purchased separately, (iv) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Service and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (v) provide the Services only in accordance with applicable laws and government regulations.
Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section IV-4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
Your Responsibilities. You shall (i) be responsible for Your Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access/use or any other known or suspected breach of security, and (iv) use the Services only in accordance with any applicable laws and government regulations. You and Your Users may use the Service only for Your internal business purposes and shall not (a) make the Services available to anyone other than Your Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services, (f) attempt to gain unauthorized access to the Services or their related systems or networks, (h) attempt to gain unauthorized access to the Service or its related systems or networks or (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
Intellectual Property Ownership. The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to The Company Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, The Company Technology or the Intellectual Property Rights owned by The Company. The Company name, logo, and the product names associated with the Service are trademarks of The Company and no right or license is granted to use them. Unless You formally opt out, You also grant The Company the right to display Your logo in our public website as an active Member.
Account Information and Data. Data Ownership/Termination. Except as otherwise provided, the Company does not own any data, information or material that You or Your Users submit to the Service in the course of using the Service ("Customer Data"). You, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. This clause is subject to any Confidentiality Agreements executed separately.

IV. CONFIDENTIALITY

Existing Confidentiality Agreement. If the parties to this agreement have executed a Confidentiality Agreement, it is incorporated herein, and any conflicting terms shall be settled in favor of the Confidentiality Agreement. If there is no such agreement, then both parties agree to treat Confidential Information based on the terms listed herein.
Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Service and any related technical or content; and Confidential Information of each party shall include the terms and conditions of this Agreement and any Subscriptions, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

V. FEES & PAYMENT FOR PURCHASED SERVICES

Application Fees. Use of the application is subject to fees agreed upon in advance in a related Scope of Work, which may include one-time Implementation charges and recurring Application & Enterprise Service Fees. Payments shall be made in accordance with the terms and conditions set forth by The Company as part of a subscription selection within the Service, written invoice/purchase order, or as otherwise mutually agreed upon. The terms in this section are superseded by modifications agreed upon in advance between ZenQMS and the Member through related documents (e.g. Scope of Work documents).
Subscriptions Charges Based on Item Count. Unless otherwise agreed, monthly application fees are calculated based on total items in Your member account (e.g. # of issues, CAPAs, audits, documents, etc.). This amount plus any in-force Enterprise Service fees will either be charged monthly on the credit card or deducted from Your prepaid credit.
Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services selected by You through the Service for the initial subscription term and any renewal subscription term(s) as set forth in Section 6 (Term & Termination) and per any in-force pricing schedule for such services. All such charges shall be made in advance. While all charges are billed monthly for continued access, You are also able to add Prepaid Credit to Your Account which We will debit in lieu of new credit card charges. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information; failure to do so will result in restricted access to The Company platform.
Suspension of Service and Acceleration. If any amount owed by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You. We shall not exercise Our rights under this section if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

VI. TERM & TERMINATION

Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.
Term of Purchased Subscriptions/Auto Renewal. Subscriptions purchased by You commence on the start date specified based solely on Your selections in the Subscription section of Member Administration section or per Your explicit directions to our staff or as part of an executed Scope of Work. All subscriptions will automatically renew unless terminated by either party.
Termination and Termination for Cause. Either party may terminate this Agreement upon 30 days notice to the other party.
Refund or Payment upon Termination. Upon any Termination of Your Membership, You shall pay any unpaid fees covering the remainder of the current and the next billing period as of the date of termination. You will also pay normal monthly fees until any requested data migration is completed (see Section VI.5 below). Remaining balances beyond these charges will be refunded to You. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Return of Your Data. You can take Your data with You regardless for Your reasons for leaving, and we will help you if needed. You can do this manually at any time or request our assistance, which may require additional charges at our normal data migration rates. We will ask your intentions on this matter after receiving Your Termination Request so that we can make proper provisions for the safe stewardship of Your data. If you do not communicate your requirements, please note that after 60-day period We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. Special accommodation must be made regarding any items You have shared with Your external partners through the Service.
Surviving Provisions. Section V (Fees and Payment for Purchased Services), Section II (License Grant & Restrictions), Section IV (Confidentiality), Section VII-3 (Disclaimer), Section VIII (Mutual Indemnification), Section IX (Limitation of Liability), Section VI-4 (Refund or Payment upon Termination), Section VI-5 (Return of Your Data) and Section XI (General Provisions) shall survive any termination or expiration of this Agreement.

VII. WARRANTIES AND DISCLAIMERS

Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with our demonstrations, (iii) the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (v) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section VI-3 (Termination for Cause) and Section VI-4 (Refund or Payment upon Termination) below.
Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Beta Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Beta Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non- production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

VIII. MUTUAL INDEMNIFICATION

This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, reasonable attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court- approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination (subject to Section VI-4).
Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, reasonable attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

IX. LIMITATION OF LIABILITY

Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION V (FEES AND PAYMENT FOR PURCHASED SERVICES).
Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Internet Delays. THE COMPANY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

X. LOCAL LAWS & EXPORT CONTROL

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

The Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America, Switzerland and/or the European Union, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

XI. Other GENERAL TERMS

Modification to Terms. The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.
Assignment. Change in Control. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns (subject to Section VI-4).
Governing Law & Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by the laws of the State of Delaware and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Manner of Giving Notice. The Company may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in The Company’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in The Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to The Company (such notice shall be deemed given when received by The Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or Certified First Class mail to The Company at the following addresses (whichever is appropriate): ZenQMS LLC, 114 Forrest Ave, Suite 201, Narberth, PA 19072, USA, addressed to the attention of: Legal Department.
Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (legal@zenQMS.com).
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Attorney Fees. The prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney fees, court fees and other costs incurred in enforcing this Agreement or any executed Subscription Agreements.
Who You Are Contracting With; Notices. This contract is between You and ZenQMS LLC, a company registered in the Commonwealth of Pennsylvania and doing business at 114 Forrest Ave, Suite 201, Narberth, PA 19072, USA. Please send all official, written correspondence to this address. We will send all official correspondance to all Member Administrators in the account, to the default billing/invoicing contact in the account.
E-Signatures. The Company was designed for strict compliance with 21 CFR p.11. All users agree and understand that any modules within the application that capture an electronic signature (e.g. the audit report approval workflows) are the legally binding equivalent of traditional handwritten signatures. ZenQMS has no commitments to make any filings on behalf of any members regarding intent to use e-signatures or compliance issues in general with such members' counterparts or regulatory bodies.
Force Majeure. No Party shall be liable for any failure to perform or any delays in performance, and no Party shall be deemed to be in breach or default of its obligations set forth in this Agreement and any SOWs, if, to the extent, and for as long as such failure or delay is due to any causes that are beyond its reasonable control and not to its acts or omissions, including such causes as acts of God, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of government, war (whether or not declared), acts of terrorism, or other similar causes (“Force Majeure Event”). For clarity, labor disputes shall not be deemed a Force Majeure Event. In the event of a Force Majeure Event, the Party prevented from or delayed in performing shall promptly give notice to the other Party and shall use commercially reasonable efforts to avoid or minimize the delay. The Party affected by the other Party’s delay may elect to: (a) suspend performance and extend the time for performance for the duration of the Force Majeure Event, or (b) cancel all or any part of the unperformed part of this Agreement or any applicable SOW.

XII. DEFINITIONS

Agreement means these online terms of use or related Order Form(s)/exhibits, whether written or submitted online, and any materials available on The Company website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Us from time to time in Our sole discretion.
Content means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service.
Customer Data/Your Data means any data, information or material provided or submitted by You or Your Users to the Service in the course of using the Service.
Effective Date means the earlier of either the date this Agreement is accepted by selecting the "I Have Read and Agreed to the Terms & Conditions" option presented on the screen after this Agreement is displayed or the date You begin using the Service.
Initial Term means Any initial period during which You are obligated to pay for the Service.
Intellectual Property Rights means Unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
Order Form(s) or Subscription Selections: means the form evidencing any Pay Subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the type of subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); In the event that such subscription selections are made electronically from within the Service, the recorded transaction date and applicable details shall suffice.
Project(s) means an undertaking to create, maintain, or update a specific software product, software system, software application, or other specific type of software for you.
Service means the specific edition of The Company Service, or any parts or sub-parts thereof, identified during the ordering process, developed, operated, and maintained by The Company, accessible via www.zenqms.com, app.zenqms.com or another designated web site or IP address, or ancillary services rendered to You by The Company, to which You are being granted access under this Agreement.
Subscription Administrator(s) means those Users designated by You who are authorized to purchase subscriptions by making subscription settings in the application and/or executing written Order Forms and to create new accounts and otherwise administer Your use of the Service.
Subscription Term(s) are evergreen, successive 30-day periods until such time as You cancel all services or We terminate Your access.
ZenQMS, LLC or ZenQMS.com is collectively, a Pennsylvania corporation, having its principal place of business at 114 Forrest Ave, Suite 201, Narberth, PA 19072, USA.
ZenQMS Technology means all of The Company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by The Company in providing the Service.
User(s) means Your employees, representatives, consultants, contractors, customers, or agents who are authorized to use the Service and have been supplied user identifications and passwords by You (or by The Company at Your request).
"We," "Us" or "Our" means The Company and any of its affiliates.
"You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.