ACCEPTANCE OF TERMS

1. This Terms of Service Agreement, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 10 (the “TOS”), is an agreement that you must accept in order to use the QCFlo Service (“QCFlo,” the “QCFlo Service,” the “Service,” or the “Site,” as described below). It applies to all users of QCFlo. The terms “You,” “your,” and “users” include all users, including Administrative Users and Members. This TOS describes your rights and obligations in connection with your use of the Service. Please read it carefully because you will be legally bound by these terms. QCFlo is a product and service provided by eWorkplace Apps (“eWorkplace Apps,” “we,” “us,” or “our”). eWorkplace Apps provides the QCFlo Service subject to this TOS. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you agree to be bound by this TOS, including the Privacy Policy, which is incorporated into this TOS by reference.
2. If you are entering into this TOS on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, its Members, Administrative Users, and applicable affiliates to this TOS. In that case, the terms “you” or “your” will also refer to that entity, its Members, Administrative Users, and applicable affiliates. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and eWorkplace Apps, even though it is electronic and is not physically signed by you and eWorkplace Apps, and that it governs your use of the Service.
3. As our business evolves, eWorkplace Apps may modify this TOS. If we make a material change to the TOS, we will provide reasonable notice before the change becomes effective, either by emailing the address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time on this page. Revised terms will become effective on the date specified in our notice. If you continue to use the Service after the effective date, your continued use will constitute acceptance of the revised TOS. If any change to this TOS is not acceptable to you, your remedy is to discontinue use of the Service and, where applicable, cancel your account in accordance with the applicable account or subscription process.
4. As part of the registration process, you may be required to identify an administrative username, which may be an email address, and a password for your account. You are responsible for maintaining the confidentiality of your login credentials and account information and for all activities that occur under your login or account, including activities performed by Members.
5. Members should be aware that their company’s Administrative Users may have certain rights to access the company account and may obtain information in connection with the Services. Administrative Users may also establish or manage organizational policies regarding the use of various aspects of the Services, including access, retention, and data-management settings. Please also see the Privacy Policy for more information.
6. By accessing or using the Services, you affirm that you are at least 18 years of age, or have reached the age of majority in the jurisdiction where you reside if that age is higher. You represent that you are legally capable of entering into and complying with this TOS. QCFlo is intended for business use and is not directed to children under 13. If we become aware that a person under 13 is using QCFlo in violation of applicable law, we may deactivate the applicable account.

If you are a school or teacher in the United States and want your students, who are over 13, to use QCFlo, including in conjunction with the establishment of a QCFlo account for the school or a group of students at the school, you agree that you are responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”). This means you must notify those students’ parents/guardians of the personally identifiable information you will collect and share with QCFlo and obtain parental/guardian consent before your students establish accounts or use the Service. When obtaining such consent, you should provide parents/guardians with a copy of our Privacy Policy. You must keep all consents on file and provide them to us if we request them. If you are located outside of the United States, we will rely upon you to obtain any required consent or approval from the parent or guardian of any student covered by similar laws and, as a condition to your and your students’ use of the Service, you agree that you will be responsible for complying with such laws.

DESCRIPTION OF SERVICE

The “Service(s)” include (a) QCFlo’s real-time communication and related systems and technologies, as well as the website qcflo.com, and our related mobile applications, and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available through any of the foregoing. Any new features added to or augmenting the Service are also subject to this TOS. eWorkplace Apps reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to eWorkplace Apps.

ACCESS AND USE OF THE SERVICE

1. You may access and use the Service only for lawful and authorized purposes. You must not misuse the Service or use it in a manner that violates this TOS or applicable law. See Section 6 for specific provisions outlining prohibited uses of the Service. Administrative Users are responsible for managing access by Members within their organization and for actions taken through their organization’s account, subject to the rights and responsibilities established under the applicable agreement. You must comply with any applicable codes of conduct, policies, storage limitations, usage requirements, or other notices that eWorkplace Apps provides or publishes in connection with the Service. You must promptly notify eWorkplace Apps if you become aware of a security incident or unauthorized access relating to the Service or your account.
2. Any software that may be made available by eWorkplace Apps in connection with the Service (“Software”) contains proprietary and confidential information protected by applicable intellectual property and other laws. Subject to this TOS, eWorkplace Apps grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Software solely in connection with the Service and in accordance with this TOS and applicable policies. Any rights not expressly granted are reserved by eWorkplace Apps and its licensors.
3. eWorkplace Apps may use your company name as a reference for marketing or promotional purposes on the QCFlo website and in other communications with existing or prospective QCFlo customers. For example, we may identify your company on a webpage as a QCFlo customer. If you do not want your company name to be used as a customer reference, you may contact us at support@qcflo.com to request that it not be used for this purpose.

YOUR DATA RIGHTS AND RELATED RESPONSIBILITIES

1. “Your Data” means data and content submitted, uploaded, stored, transmitted, or otherwise provided through the Services by or on behalf of you or your end users. Your Data may include information, records, documents, files, comments, profile information, quality-related records, and other content that you or your end users enter or upload into QCFlo.
2. You retain ownership of Your Data. In order for eWorkplace Apps to provide, maintain, secure, support, and improve the Service, you grant eWorkplace Apps a limited right to host, store, process, transmit, copy, display, and otherwise use Your Data as reasonably necessary to provide the Service and perform our obligations under this TOS or an applicable agreement. This includes the use of third-party service providers where necessary to operate and administer the Service. The rights granted under this section are limited to the purposes described above, and eWorkplace Apps does not claim ownership of Your Data.
3. You represent and warrant that you have all rights, permissions, consents, and lawful authority necessary for you and your end users to submit Your Data to the Service and for eWorkplace Apps to process Your Data as necessary to provide the Service.
4. If you or your end users provide feedback, comments, suggestions, ideas, or recommendations regarding the Service, you grant eWorkplace Apps a worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, incorporate, and otherwise use that feedback for any purpose, without compensation or obligation to you or your end users.
5. You are responsible for your conduct, the conduct of your Administrative Users and end users, and the content of Your Data. You are also responsible for ensuring that your use of the Service and the use of the Service by your end users complies with this TOS and applicable law.
6. eWorkplace Apps is not obligated to monitor Your Data or other information submitted through the Service. However, we may review, restrict, remove, or disable access to content where we reasonably believe it violates this TOS, applicable law, or the rights or safety of eWorkplace Apps, its users, or others, or where such action is otherwise necessary to provide or protect the Service.
7. The Service may include features that allow you or your end users to share Your Data or other materials with other users or make information publicly accessible. You are responsible for determining what information may be shared and with whom. Please consider carefully what you allow to be shared or made public.
8. eWorkplace Apps may access, preserve, or disclose account information or Your Data where reasonably necessary to comply with applicable law or legal process, enforce this TOS, respond to claims concerning the rights of third parties, provide customer support, investigate security or technical issues, or protect the rights, property, or safety of eWorkplace Apps, its users, or the public.

PAYMENT

To the extent any portion of the Service is made available for a fee, you will be required to select a payment plan and provide eWorkplace Apps accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay eWorkplace Apps the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this TOS, and you authorize eWorkplace Apps to bill your payment instrument in advance on a periodic basis in accordance with such terms. If you dispute any charges you must let eWorkplace Apps know within sixty (60) days after the date that eWorkplace Apps invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. eWorkplace Apps may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on eWorkplace Apps’ net income.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to eWorkplace Apps that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow eWorkplace Apps to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and other activities in connection with the Service, and eWorkplace Apps’ exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

You also agree not to use the QCFlo Service to:

1. upload, post, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, a eWorkplace Apps employee, Administrator, or other users, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. manipulate identifiers in order to disguise the origin of any Content transmitted through the QCFlo Service;
5. upload, post, transmit, or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. upload, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
7. sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party;
8. upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
9. upload, post, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
10. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
11. interfere with or disrupt the QCFlo Service or servers or networks connected to the QCFlo, or disobey any requirements, procedures, policies or regulations of networks connected to QCFlo, including using any device, or software;
12. modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
13. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
14. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
15. “stalk” or otherwise harass another; and/or
16. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs 6.1 through 6.13 above.

You acknowledge that eWorkplace Apps may or may not pre-screen Content, but that eWorkplace Apps and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the QCFlo Service. If, for instance, you upload files that do not belong to you and make these files available publicly, we can delete those files. We may also review Content transmitted through non-public mechanisms such as QCFlo Document Libraries (“Non-Public Content”) where we deem appropriate, including for violations of this TOS or in response to a user complaint. Without limiting the foregoing, eWorkplace Apps and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge, consent and agree that eWorkplace Apps may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of eWorkplace Apps, its users and the public.

TERMINATION

You have the right to terminate your account at any time by using account deletion interface. We also reserve the right to terminate your account (or the access privileges of any Member) and this TOS at any time for any reason, or no reason, with or without notice. Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Section 5 shall survive termination of this TOS.

DISCLAIMER OF WARRANTIES

1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but eWorkplace Apps shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while eWorkplace Apps takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. eWorkplace Apps will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
2. THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND eWorkplace Apps EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT eWorkplace Apps DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM eWorkplace Apps OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

LIMITATION OF LIABILITY

1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL eWorkplace Apps BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
2. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, eWorkplace Apps LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

DISPUTE RESOLUTION/ARBITRATION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS

In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or these TOS, and the formation, validity, enforceability, scope, or applicability of this TOS, including this Section 10 (referred to as a “Claim”) will be resolved as follows:

1. Informal Resolution: We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 10.4 below) for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested.

You will send your notice by email to support@qcflo.com AND to the address listed directly below. For Administrative Users, we will send our notice to the email AND U.S. mailing address associated with your account. For all other users, we will send your notice by email to the email address associated with your account.

eWorkplace Apps

34 Anacapa Ln, Aliso Viejo,
CA 92656 U.S.A.

1. Resolution: If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this TOS. If there is a conflict between JAMS Rules and the rules set forth in this TOS, the rules set forth in this TOS will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
2. Changes to this Section: eWorkplace Apps will provide 30 days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with eWorkplace Apps within one (1) year after such Claim or cause of action arose or be forever barred. For Claims pursuant to the exceptions identified in Section 10.4, these Claims must be filed with the appropriate court within three (3) years after such claim or cause of action arose or be forever barred.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide eWorkplace Apps’ Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

eWorkplace Apps Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
eWorkplace Apps
34 Anacapa Ln, Aliso Viejo,
CA 92656 U.S.A.
By email: support@qcflo.com

INDEMNIFICATION

You shall defend, indemnify, and hold harmless eWorkplace Apps from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your (and your Members’) use or misuse of the Service. eWorkplace Apps shall provide notice to you of any such claim, suit or demand. eWorkplace Apps reserves the right to conduct the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting eWorkplace Apps defense of such matters.

ENFORCEABILITY

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

INTEGRATION, MODIFICATION, AND AUTHORITY

Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind eWorkplace Apps in any respect whatsoever.

ASSIGNMENT

You may not assign this TOS without the prior written consent of eWorkplace Apps, except in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to eWorkplace Apps. eWorkplace Apps may assign or transfer this TOS, in whole or in part, without restriction.

NOTICES

Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

CHOICE OF LAW AND FORUM

You and eWorkplace Apps each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law.

WAIVER AND SEVERABILITY OF TERMS

The failure of eWorkplace Apps to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

NO RIGHT OF SURVIVORSHIP AND NON-TRANSFERABILITY

You agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be available and accessible by Administrative Users.