Terms of Use

Effective June 1, 2024

1. Agreement. The following Terms of Service (the "Terms" ) constitute a binding agreement between you and Qaima Software ( "Qaima", "we", "our" and "us" ), the operator of the Qaima platform (the "Platform" ). These Terms set forth the conditions regarding your access to and use of the Platform.

   By accessing or using the Platform in any way, you agree to be bound by these Terms.

   Your access to and use of the Platform is on behalf of one or more organizations with which you are affiliated (each, an "Organization" ). Qaima and each of the Organizations have entered into a separate agreement (the "Organization Agreement" ) that governs the provision of Qaima services to that Organization. These Terms do not alter the terms of the Organization Agreements in any way. To the extent these Terms conflict with the Organization Agreements, the terms of the Organization Agreements will prevail.

2. Modification. Qaima reserves the right, in its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification of the Terms will be posted at the beginning of these Terms. It is your responsibility to check periodically for updates. By continuing to access or use the Platform, you indicate that you agree to be bound by the modified Terms.

3. Privacy. These Terms include the provisions in this document, as well as those in our Privacy Policy.

4. Acceptable Use. Qaima hereby grants you permission to access and use the Platform, provided that such use complies with these Terms and, in addition, you specifically agree that your use will comply with the following restrictions and obligations:

   • You may only use the Platform on behalf of the Organizations and only as permitted in the Organization Agreements.
   • You may not transfer your access to others or allow others to access the Platform through your own access.
   • You may only use the Platform for lawful activities. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
   • You may not decompile, reverse engineer, or attempt to obtain the source code or underlying ideas or information of or relating to the Platform.
   • You may not enter, store, or transmit viruses, worms, or other malicious code into, through, to, or using the Platform.
   • You may not override, avoid, bypass, remove, disable, or otherwise circumvent any software protection mechanism in the Platform.
   • You may not remove or obscure any product identification, copyright, or other proprietary notice of any element of the Platform or associated documentation.

5. User Accounts. You may create an account by signing in with certain third-party platforms ("Third-Party Authenticators", including, but not limited to, Google). The Third-Party Authenticator will determine what information we may access and use. Your Qaima account will be created for your use of the Platform based on the personal information you provide to us or that we obtain through the Third-Party Authenticator.

   You and the Organizations are responsible for maintaining the confidentiality of your password and account, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Qaima of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out of your account at the end of each session when accessing the Platform. Qaima will not be liable for any loss or damage arising from your failure to comply with this section.

   If you would like us to cancel your account, please follow the procedures set forth in our Privacy Policy.

   You may not transfer your account to anyone else without our prior written permission.

6. Content. Each Organization owns all content it submits through the Platform, including any content that you or other representatives of the Organization submit through the Platform (collectively, the "Organization Content" ).

   You may not use, copy, adapt, modify, prepare derivative works based on, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit the Qaima Content, except as necessary to access and use the Platform on behalf of the Organizations in accordance with these Terms and the Organization Agreements.

7. Third-Party Applications. You or the Organizations may choose to use certain third-party products or services in connection with the Platform (the "Third-Party Applications" ). Your use of any Third-Party Application is subject to a separate agreement between the relevant Organization and the provider of that Third-Party Application (the "Third-Party Provider" ) or between you and the Third-Party Provider. You hereby acknowledge that Qaima does not control such Third-Party Providers or Third-Party Applications, and is not responsible for their content, operation, or use. Qaima makes no representation, warranty, or endorsement, express or implied, regarding the legality, accuracy, quality, or authenticity of the content, information, or services provided by Third-Party Applications. Qaima HEREBY DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY APPLICATIONS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER, and you hereby irrevocably waive any claim against Qaima with respect to the content or operation of any Third-Party Application.

8. Feedback. We welcome and encourage you to provide your opinions, comments, and suggestions for improving the Platform ("Feedback" ). You agree that Qaima has the right, but not the obligation, to use such Feedback without any obligation to provide you with credit, royalty payments, or an ownership interest in changes to the Platform.

9. Termination. Qaima may immediately and without notice terminate these Terms and disable your access to the Platform if Qaima determines, in its sole discretion, that (a) you have violated these Terms, or (b) you have violated applicable laws, regulations, or third-party rights. In addition, if all Organization Agreements expire or are terminated for any reason, Qaima will immediately terminate these Terms and your access to the Platform. Qaima may temporarily suspend your access to the Platform in certain circumstances set forth in the Organization Agreements.

   Provisions that, by their nature, should survive termination of these Terms will remain in effect. By way of example, all of the following will survive termination: any limitation of our liability, any terms relating to ownership or intellectual property rights, and terms relating to disputes between us.

10. Disclaimer of Warranties. YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE PLATFORM AT YOUR OWN RISK. THE PLATFORM AND THE Qaima CONTENT ARE PROVIDED "AS IS", AND Qaima, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM. Qaima, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS, OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE PLATFORM.

    Because some states do not allow the disclaimer of implied warranties, you may have additional rights under local laws.

11. Limitation of Liability. YOUR ACCESS TO AND USE OF THE PLATFORM IS ON BEHALF OF ONE OR MORE ORGANIZATIONS. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) WILL Qaima (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION.

12. Notices. Any notice or other communication permitted or required hereunder will be in writing and will be delivered by Qaima (a) by email (in each case to the address you provide) or (b) by posting on the website.
13. No Waiver. Qaima's failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
14. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of Qaima. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Qaima may assign or transfer these Terms, in its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Unless a person or entity is explicitly identified as a third-party beneficiary of these Terms, these Terms do not confer and are not intended to confer any rights or remedies on any person or entity other than the parties.
15. Severability. If for any reason an arbitrator or a court of competent jurisdiction determines that any provision of these Terms is invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the other provisions of these Terms will remain in full force and effect.
16. Governing Law. The laws of the State of California, without reference to its choice of law or conflict of laws rules or principles, will govern these Terms and any dispute of any kind that may arise between you and Qaima regarding these Terms. Notwithstanding the foregoing, you acknowledge that, because your access to and use of the Platform is on behalf of one or more Organizations and is subject to the Organization Agreements, any dispute arising from your use of the Platform will be handled in accordance with the dispute resolution process set forth in the applicable Organization Agreements.
17. Entire Agreement. These Terms constitute the entire agreement between you and Qaima regarding your use of the Platform, and supersede all prior agreements, written or oral, other than the Organization Agreements.