Terms of Service
QMS ONLINE SERVICE
Thank you for selecting the Services offered by QMS Software Solutions Private LLc and/or its subsidiaries and affiliates (referred to as "QMS", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and QMS. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the QMS online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference.
QMS's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
Additional Terms and Conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by QMS. QMS reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, QMS grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
Provide access to or give any part of the Services to any third party.
Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply, unless QMS or its authorized distributors or vendors notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a. Payments will be billed to you in Indian rupees, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b. You must pay with one of the following:
1. A valid credit card acceptable to QMS or its authorized distributors or vendors;
2. A valid debit card acceptable to QMS or its authorized distributors or vendors;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
4. By another payment option QMS or its authorized distributors or vendors provides to you in writing.
c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
e. QMS or its authorized distributors or vendors will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
f. Additional cancellation or renewal terms may be provided to you on the website for the Services.
g. All authorized refunds will be made in the original form of payment to QMS or iauthorized distributors or vendor(s).
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
QMS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO.
(i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
(ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES
5. YOUR PERSONAL INFORMATION
You can view QMS’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable QMS Privacy Statement, and changes published by QMS. You agree that QMS may use and maintain your data according to the QMS Privacy Statement, as part of the Services. You also give QMS permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Services. For example, this means that QMS may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), which is uploaded, posted or stored through your use of the Services. You grant QMS a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable law or regulation. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. QMS is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Fraudulent, libelous, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local or foreign law; indecent, profane (including masked profanity where symbols, initials, intentional misspellings or other characters are used to suggest profane language), obscene, lascivious, sexually explicit, pornographic, abusive, threatening, menacing, misleading, derogatory, illegal or defamatory information or communication, that is likely to disturb public tranquility and peace, cause feelings of enmity, hatred or ill will between different religious, racial, language or regional groups or castes or communities or disrupts the harmony between them or provokes disturbance, causes hurt to the religious sentiments of a community or insults the modesty of a woman or which contain false information about any person or organization or harms such persons life, reputation and/or property, or any material that interferes with the ability of others to enjoy or utilize the Services. We do not tolerate harassment, or denigration based on age, gender, race, religion, national origin, sexual orientation or disability;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
c. Except as otherwise permitted by QMS in writing, advertisements, solicitations, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which QMS is not responsible.
6.3 QMS may freely use feedback you provide. You agree that QMS may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant QMS a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to QMS in any way.
6.4 QMS may monitor your Content. QMS may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect QMS or its customers, or operate the Services properly. QMS, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
7.1 QMS does not give professional advice. Unless specifically included with the Services, QMS is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other QMS services. You may be offered other services, products, or promotions by QMS ("QMS Services"). Additional terms and conditions and fees may apply. With some QMS Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant QMS permission to use information about your business and experience to help us to provide the QMS Services to you and to enhance the Services. You grant QMS permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant QMS permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.3 Communications. QMS may be required by law to send you communications about the Services or Third Party Products. You agree that QMS may send these communications to you via email or by posting them on our websites
7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact QMS if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
9. LIMITATION OF LIABILITY AND INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF QMS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, QMS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET QMS SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF QMS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF QMS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold QMS and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). QMS reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by QMS in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
QMS may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect QMS’s rights to any payments due to it. QMS may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW.
This Agreement shall be governed by, subject to and interpreted in accordance with the laws of India, and, any dispute arising out of or relating to this Agreement, or the breach thereof, whether occurring while this Agreement is in effect or thereafter, shall be submitted exclusively to binding arbitration pursuant to the (Indian) Arbitration and Conciliation Act, 1996 by an arbitrator selected in accordance with such Act and agreed to by the parties. The arbitration proceeding shall take place at Bangalore, India and shall be conducted in the English language, including notices between the parties. Notices between the parties shall be by personal delivery, facsimile transmission, or certified or registered mail, return receipt requested, and shall be deemed given upon receipt at the address of the recipient party or ten (10) days after deposit in the mail. If the notice is to QMS, it shall be sent to the attention of the Legal Department. Each party shall pay its own legal fees of and incidental to the preparation, completion and enforcement of this Agreement. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement, including the Additional Terms below, is the entire agreement between you and QMS and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of QMS. However, QMS may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by QMS or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact QMS via an email to: transfer_license@QMS.com. If applicable, you agree to pay any documentary stamp taxes fees (where applicable) and registration fees with respect to this Agreement. To the extent that this Agreement is to be registered or recorded with the competent authority under the relevant laws, You agree to be responsible to complete such registration or recordal in a timely manner.
1. SUBSCRIPTION. The QMS Online Service may be licenced on a monthly or yearly subscription basis, as offered and selected by you or your agent.
2. TRIAL VERSION AND BETA FEATURES. If you registered for a trial use of the QB Online Service ("Trial Period"), you must decide to purchase a license to the QB Online Service, at the current rate, within the Trial Period in order to retain any Content that you have entered through the QB Online Services, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the QB Online Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the QB Online Service during the trial period, if you decide not to purchase the license to the full version of the QB Online Service, you will not be able to access or retrieve any of the data you added or created with the Services during the trial.
From time to time, QMS may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the QB Online Service for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and QMS is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.
3. PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in order to provide you with access to and use of the QB Online Services, QMS may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by QMS to effectuate such replacement. Any other person You identified as an authorized user of the QB Online Services will have access to the account data subject to the access permissions you or the system administrator assigned to them.
4. ACCESS TO YOUR FINANCIAL INSTITUTION SERVICES DATA.
4.1 General.In connection with your use of the QB Online Service and as part of the functionality of certain versions of the QB Online Services, you may wish to have access to your online account(s) and financial information, including your account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information used to access your financial institution(s) (collectively, your “FI Login Data”) and the data made available by your financial institutions(s) with such data, which may include bank balances, transaction activity, credit card charges, debits and deposits, and any messages or notices between you and the financial institution(s) (“FI Account Data”).
The QB Online Services are designed to allow you to access and download your FI Account Data through the QB Online Services, to allow QMS to access your financial institution account(s) using your FI Login Data, to allow QMS to download and use your FI Account Data, and to allow QMS to aggregate and combine your FI Account Data with other data.
If you lose or forget your user name or password, it will be necessary for you to return to the appropriate financial institution if you have any problems with respect to that user name or password.
You acknowledge and agree that except as set forth this Agreement, QMS has no control over your FI Login Data and no control over the access to your FI Account Data, does not guarantee that you will be able to use the QB Online Service with your financial institution(s), and will have no liability whatsoever for any actions or inactions on the part of the financial institution(s) resulting in your inability to use the QB Online Service to access your accounts, obtain data, download transactions, or otherwise use or access your FI Account Data.
4.2 Collection of FI Login Data and FI Account Data.By agreeing to these terms and conditions, you:
4.2.1 acknowledge that in accessing your financial institution account(s) through the QB Online Service, your FI Login Data and FI Account Data may be collected, converted, stored in encrypted form and used by QMS in the United States for the purpose of providing the QB Online Service;
4.2.2 authorize QMS to (i) collect and store in encrypted form your FI Login Data, (ii) access the financial institution(s)’ websites using your FI Login Data, from time to time; (iii) download and store your FI Account Data; (iv) reformat and manipulate your FI Account Data; (v) create and provide hypertext links to your financial institution(s) FI Account Data; (vi) enhance the type of data and services we can provide to you in the future, and (vii) take such other actions as are reasonably necessary to perform the actions described in this Agreement as it relates to your use of the \ QB Online Service;
4.2.3 hereby represent that the financial institution(s)’ account(s) and FI Login Data belong to you, you have the right to use the FI Login Data and FI Account Data as set out above and that you have the authority to appoint, and hereby expressly do appoint, QMS as your agent with all necessary power and authority to use your FI Login Data and to access and retrieve your FI Account Data, as described above, on your behalf;
4.2.4 acknowledge that QMS does not review your FI Account Data and agree that QMS is not responsible for its completeness or accuracy;
4.2.5 acknowledge that any transactions or informational activities performed at any financial institution(s)’ website are not made through the QB Online Service and QMS assumes no responsibility for any such transactions or activities; and
4.2.6 acknowledge that you are solely responsible for any charges, fees or costs associated with your financial institution account(s) when accessed through the QB Online Service by you or by QMS.
4.3 Information from Financial Institutions’ Websites. You acknowledge that (i) some financial institution(s) may not permit QMS or other third parties to have access to FI Login Data or to allow the QB Online Service to access your FI Account Data; (ii) financial institution(s) may make changes to their websites, with or without notice to you or QMS, that may affect the overall performance of the QB Online Service and prevent or delay aggregation of data from such websites; and (iii) the QB Online Service refreshes your QB Online Service account data by collecting the FI Account Data automatically or manually (depending on your financial institution(s) or any changes by you that may require an update), so your most recent transactions may not always be reflected in the account balances or other account information presented to you by QMS through the QB Online Services. If you see a discrepancy in your QB Online Service account data as compared to your FI Account Data, and in any case before making any transactions or decisions based on such account data presented in the QB Online Services, you should check the last refresh date for your financial institution account(s) and confirm the accuracy of the QB Online Service account data against your FI Account Data and manually update such data as necessary.
6. QB ONLINE SERVICE USE, STORAGE AND ACCESS. QMS shall have the right, in its sole discretion and with reasonable notice posted on the QB Online Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the QB Online Service and establish or change limits concerning use of the QB Online Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the QB Online Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the QB Online Service in a given period of time. QMS reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the QB Online Service to which such changes relate. Your continued use of the QB Online Service will constitute your acceptance of and agreement to such changes. QMS may, from time to time, perform maintenance upon the QB Online Service resulting in interrupted service, delays or errors in the QB Online Service. QMS will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
7. CANCELLATION. Upon cancellation you will be able to access the QB Online Service only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to the QB Online Service. There are no refunds upon cancellation. Please follow product instructions to cancel your account.
9. THIRD PARTY PRODUCTS AND SERVICES. QMS may tell you about third party products or services, including via the Service. QMS may offer products and services on behalf of third parties who are not affiliated with QMS (“Third Party Products”) and/or provide access or links to third party websites ("Third Party Sites"). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. . QMS is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with QMS in any way. You agree that the third parties, and not QMS, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. QMS will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.
You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of QMS or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.