QGroup Product Terms

On-prem EDR (S1-EDR-OP) by QGME Cybersecurity L.L.C.

THIS PRODUCT Terms (THE “AGREEMENT”) GOVERNS THE USE OF QGROUP’s on-prem EDR product S1-EDR-OP, delivered and customized by QGME Cybersecurity L.L.C. and or an approved Reseller or 3rd party Service Provider.

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU – A LEGAL ENTITY (A COMPANY, A PARTNERSHIP, OR ANY OTHER LEGAL ENTITY AND ITS AFFILIATES, HEREINAFTER: “CUSTOMER”), IDENTIFIED IN THE PROPOSAL (AS DEFINED BELOW), AND ANY INDIVIDUAL (EMPLOYEE OR OTHERWISE, HEREINAFTER: “USER”) DESIGNATED BY THE CUSTOMER TO USE THE PRODUCT FOR THE BENEFIT OF THE CUSTOMER AND QGROUP (“WE”, “US”, “OUR” OR “QGROUP”). THE TERMS “YOU” AND “YOUR” WILL APPLY COLLECTIVELY TO SUCH CUSTOMER AND SUCH USER, UNLESS OTHERWISE EVIDENT FROM THE CONTEXT. YOU MAY OPT TO CONTRACT FOR THE PRODUCTS VIA A RESELLER, IN WHICH CASE THE PRICING AND INVOICING TERMS WILL BE NEGOTIATED DIRECTLY WITH THE RESELLER. ALTERNATIVELY, YOU MAY CONTRACT FOR THE PRODUCTS VIA A THIRD PARTY SERVICE PROVIDER, IN WHICH CASE THIS AGREEMENT WILL NOT APPLY AND ALL TERMS WILL BE BETWEEN YOU AND THE THIRD PARTY SERVICE PROVIDER (FOR THE AVOIDANCE OF DOUBT, QGROUP WILL HAVE NO LIABILITY OF ANY NATURE OR ANY OBLIGATION OR CONTINGENCY
OF ANY KIND TO YOU). If You use a Product for proof of concept, beta testing, trial, evaluation, incident response or other similar purpose (“Evaluations”), You may do so for thirty (30) days from the date of delivery of the Product(s) or for a longer period if QGroup issues a written extension. QGroup reserves the right to terminate Evaluations at any time. Upon expiration or termination of the Evaluation, You shall immediately cease using the Product(s) provided for Evaluation and return the hardware to the sender. Otherwise you will be invoiced based on the current list price with a payment term of 14 days as from invoice receival. PRODUCTS PROVIDED FOR EVALUATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, FOR CUSTOMER’S OWN NON-PRODUCTION, INTERNAL EVALUATION PURPOSES, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QGROUP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If you are acting on behalf of the Customer to acquire a right to use the Product, then you represent and warrant that you are duly authorized to enter into this Agreement on behalf of the Organization and that you have the proper authority to legally bind the Customer, by this Agreement.

You may not use the Product if you are under 18 years of age.

You understand that by performing any of the following: (a) clicking the “I Agree” button, (b) installing the Product, (c) issuing a purchase order for a subscription or license to the Product on the basis of the Proposal, (d) otherwise assenting to this Agreement, or (e) using the Product in any way – you are executing this Agreement and you are agreeing to be bound by its terms, in the same way that a paper contract binds you. This Agreement limits our liability and obligations to you, to the terms set forth herein. If you do not agree to this Agreement in its entirety, then you may not use the Product in any way.

1. Definitions
1.1. "Affiliate“ means any legal entity controlling, controlled by, or under common control with a party to this Agreement, for as long as such control relationship exists.
1.2. “Bug Fix” means software code in respect of the Product, intended to correct, repair, remove
or workaround an error, fault or malfunction in the Product.
1.3. “Customer Data” means any proprietary, confidential and/or personal data stored in the Customer’s IT systems as well as any data processed by the Product installed on the Customer’s IT systems, excluding Performance Information.
1.4. “Documentation” means all explanatory and descriptive materials associated with the Product, such as the user guide, technical instructions and FAQs, and all copies of the foregoing, as QGroup may provide from time to time.
1.5. “Fees” means the fees, charges and payments set forth in the Proposal or as otherwise separately conveyed to you in writing by QGroup or the Reseller.
1.6. “Marks” means trademarks, Product marks and logos, whether registered or not.
1.7 “Performance Information” means information about the Product’s performance, bugs, errors and malfunctions, when installed and run on the Customer’s IT systems.
1.8. “Proposal” means the proposal or software purchase quote, or any price quote or otherwise issued by Reseller or QGroup (as applicable), prescribing, among others, the Customer’s details and the Fees applicable to this Agreement. Such Proposal is incorporated by reference hereto and constitutes an integral part hereof.
1.9. “Reseller” means the individual or legal entity duly authorized by QGroup to market, promote and distribute the Product to you.
1.10. “Term” means the period prescribed in sub-section 7.1 below.
1.11. “Updates” means software code in respect of the Product, intended to improve, enhance or add Product performance or functionality.

2. Interpretation.
The term “including” means including, but not limited to, and without limitation, to the generality of the preceding phrase. All examples in the Agreement and all “i.e.” and “such as” notations indicate an illustration, by way of example only, of the preceding phrase, without limiting ist generality. Terms defined in the Proposal shall have the same meaning as defined there.

3. Use of the Product
3.1. Subject to the terms of this Agreement and to the scope, scheme and usage metrics for the license as set forth in the Proposal, we grant you a worldwide, limited, non-exclusive, revocable, non-transferable, and non-sublicense-able right, during the Term, to use the
quantities of each item of the Product and Documentation purchased from us or a Reseller, only internally, within your Customer’s internal IT activities.
3.2 We highly encourage you to provide us active feedback on the Product, including all pertinent information at your disposal concerning bugs, errors and malfunctions in the Product, performance of the Product, its compatibility and interoperability (collectively, “Feedback”). Should you provide such Feedback, you hereby assign all rights to the Feedback to QGroup, including the right to make commercial use thereof, for any purpose we deem appropriate. You will not be entitled to any remuneration from us for such assignment to us or for our use
of such Feedback.

4. User account and access
4.1. Your access to the Product is authenticated by a username and password. We recommend that you change your password periodically. You are responsible for any failure to maintain the confidentiality of your account username and password and for all consequences resulting therefrom.
4.2. It is the Customer’s responsibility to log-in to its account on the Product to thoroughly review its account status, check for any alerts or warnings issued by the Product and properly address and handle such alerts and warnings.
4.3. QGroup will not be responsible for any damage, of any nature, caused to the Customer resulting from the Customer’s failure to follow the provisions set forth in sections 4.1 and 4.2 above.

5. Fees
5.1. In consideration of the rights granted to you under this Agreement, you will pay all one-time Fees and recurring subscription Fees, during the Term, in accordance with the Product levels, schemes, amounts, periods and payment terms set forth in this Agreement and the Proposal, or as otherwise separately conveyed to you in writing by QGroup or the Reseller. If you concluded the transaction with us, then you shall remit all such Fees to us. If you concluded the transaction with the Reseller, then you shall remit all such Fees to the Reseller. If you enrolled under a subscription-based scheme, then each renewal subscription period and ist then-current applicable Fees shall automatically renew, unless this Agreement is terminated in accordance with section 7 below. All Fees are quoted in US Dollars, unless expressly stated otherwise.
5.2. Applicable periodic subscription Fees are due on the first business day of the subscription period. Applicable one-time Fees are due upon execution of this Agreement.
5.3. Payment shall be remitted by wire transfer according to the details we or the Reseller (as applicable) convey to you, or by any other means of payment we determine from time to time.
5.4. All amounts payable to QGroup or the Reseller (as applicable) pursuant to this Agreement, are exclusive of any excise, sales tax, VAT, withholding tax or other governmental charges or transaction charges. The Customer is responsible for the payment of all such applicable taxes or charges and will remit grossed-up payments, to QGroup or the Reseller (as applicable), to include all such taxes and transaction charges, except for any taxes based solely on the net income of QGroup or the Reseller (as applicable).
5.5. All Fees paid by the Customer are non-refundable, and all payment obligations for any past and then-current subscription periods are non-cancelable. The Customer is responsible for paying all applicable Fees, whether or not it has actively used or benefited from the Product.
5.6. Without derogating from any other rights and remedies available to us or the Reseller under applicable law, overdue Fees will accrue interest at the rate of 0.75% per month or part thereof (or the maximum rate permitted by law, whichever is lesser), cumulative monthly from the due date until the date of actual payment. The Customer agrees to reimburse us or the Reseller (as applicable) for all legal costs and attorney fees incurred in the course of collecting Fees overdue by the Customer.
5.7. Failure to settle any overdue Fee within 30 calendar days of its original due date will constitute a material breach of the Agreement.

6. Restrictions
6.1. You may not modify, make derivative works of, disassemble, de-compile or reverse engineerany part of the Product software code. 6.2. Except as specifically authorized by QGroup in writing, you may not (and may not allow others to) assign, copy, distribute, redistribute, display publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, translate, sell, resell, lend, lease, rent, reverse engineer, modify or create derivative works of, the Product, or any part thereof, in any way, or by any means.
6.3. You may not access the Product in order to develop, or create, or permit others to develop or create, a similar or competitive product or service.
6.4 You may not engage in or attempt to engage in: (if) any form of scanning, scraping, probing or hacking the Product; (ii) breaching the security of the Product, or publicly disclosing any security vulnerabilities therein; (iii) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Product; (iv) working around or circumventing any technical limitations in the Product; or (v) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Product.
6.5. YOU MAY NOT USE THE PRODUCT FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW, INCLUDING ANY APPLICABLE LAWS AND REGULATIONS GOVERNING PRIVACY AND EXPORT CONTROL.

7. Term and Termination
7.1. This Agreement commences on the date of its acceptance by you in one of the manners indicated in the preamble, or as otherwise separately conveyed to you in writing by QGroup or the Reseller, and shall continue until terminated by either party, as set forth in this section 7.
7.2. Either party may terminate this Agreement: (a) immediately upon written notice to the other party, if the other party materially breaches this Agreement; (b) if the terminating party is required to do so by law; or (c) if the other party becomes or is declared insolvent or bankrupt, becomes subject to any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement, makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action in any relevant jurisdiction.
7.3. Either party may terminate this Agreement upon the end of your then-current subscription period, by sending the other party a written notice of termination at least 45 days prior to the end of your then-current subscription period.
7.4. Upon termination of this Agreement all rights granted to Customer shall immediately cease and Customer shall immediately: (a) cease any and all use of the Product and Documentation and cause all other users of the Customer to cease any and all use of the Product; and (b) remove all copies, installations, and instances of the Product (excluding any Customer Data) any Business Terms from all Customer computers and any other devices on which the Product was installed, and ensure that all other users of the Customer do the same; (c) pay QGroup or Reseller (as applicable) all amounts due and payable up to the date of termination and, (d) destroy all copies of the Product’s software and Documentation in your possession or control and if requested by QGroup, provide QGroup a written certification within thirty (30) days from the date of such request, that Customer, including its users, have complied with all of the foregoing obligations. The customer agrees to a review after the end of the contract, which QGroup may carry out within 90 days of the end of the contract and with 10 days' advance notice.
7.5. Termination of this Agreement will be in addition to, and not in lieu of, any equitable or other remedies available to the terminating party, subject to limitations and exclusions set forth in this Agreement.
7.6. This Agreement’s provisions that by their nature ought to survive termination, will so survive, including sections 1, 2, 5, 6, 7.4, 7.5, 10 - 27.

8. Product Quality
8.1. We make efforts to have the Product operate properly. However, as it is a Product that relies on network, infrastructure, hardware and software owned and operated by you and third parties, we do not warrant that the Product will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors or omissions, malfunctions, bugs or failures, including, but not limited to, hardware failures, software failures and software communication failures. Such incidents will not be considered a breach of this Agreement.
8.2. Subject to your approval during the Product’s installation, we will collect and use de-identified Performance Information, which does not include information identifying the Customer or ist IT systems, for our internal business purposes of understanding the Product’s performance and analyzing bugs, errors and malfunctions. We will not disclose Performance Information to unrelated third parties. You may, at any time, decline our collection of Performance Information, through the Product’s settings.

9. Support and Maintenance
9.1. During the Term, and subject to the terms and conditions of this Agreement, and your full and timely payment of all applicable Fees, we, either directly or with the assistance of the Reseller or other third party, will provide you technical support for questions, problems and inquiries regarding the Product, pursuant to the support scheme, hours and channels separately conveyed to you (the “SLA”). We and the Reseller (as applicable) will endeavor to respond to support requests within a reasonable time, and provide a reasonable resolution to your question, problem or inquiry.
9.2. Subject to the particulars specified in the SLA, we will endeavor to provide you with Bug Fixes for Product errors, bugs or malfunctions that you report, as soon as practicable for us, and the extent commercially reasonable, provided we are able to reproduce the error, bug or malfunction in question. You agree to cooperate, and work closely, with QGroup and the Reseller (as applicable) to reproduce errors, bugs or malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.
9.3. We will periodically distribute releases of Bug Fixes and Updates that we make available on “general release” to our customers. We will determine, at our discretion, the frequency and scope of periodic Bug Fixes and Updates, considering, among others, the severity of the errors found or reported, and the magnitude of their effect. We encourage you to install such Bug Fixes and Updates as soon we make them available. Updates relating to the Product’s report templates and security alerts are automatically transmitted from our server and installed in your instance of the Product, periodically as we release them. Once installed: (a) the activation of the Product’s report templates is at your discretion through the Product’s settings; and (b) security alerts are activated by default and you may deactivate them through the Product’s settings. In any event, Bug Fixes and Updates are regarded as part of the Product and are fully subject to the terms and conditions of this Agreement.

10. Intellectual Property.
All rights, title and interest, including copyrights, trademarks, trade names, Product Marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Product or any part thereof, including computer code, graphic design, layout and the user interfaces of the Product, and all derivatives, improvements and variations thereof, excluding any Customer Data, are and will remain at all times, owned by, or licensed, to us. Other than what is expressly granted by this Agreement, this Agreement does not grant you any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses, or content with respect to, or in connection with, the Product.

11. Open Source.
The Product may include certain open source code software and materials (as shall be listed in the Documentation) that are subject to their respective open source licenses and not to this Agreement. Such open source licenses may contain lists of conditions with respect to warranty, copyright policy and other provisions. If, and to the extent, any of the foregoing open source code licenses legally required that the source code of their corresponding open source code software and materials be made available to you, and such source code was not delivered to you, then QGroup shall, valid for the period prescribed in such respective open source code licenses, provide a copy of the source code of the corresponding open source code software. To take up this offer, contact us at info@qgroup.de.

12. Warranty
12.1. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOUR FULL AND TIMELY PAYMENT TO QGROUP OF ALL APPLICABLE FEES, QGROUP WARRANTS TO YOU THAT THE PRODUCT WILL, DURING THE TERM, PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. NON-SUBSTANTIAL VARIATIONS OF PERFORMANCE FROM THE DOCUMENTATION DOES NOT ESTABLISH A WARRANTY RIGHT. YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY UNDER THIS LIMITED WARRANTY SHALL BE AS FOLLOWS: WE SHALL REPAIR THE PRODUCT, OR PROVIDE A WORKAROUND, TO MAKE IT PERFORM IN ACCORDANCE WITH THE DOCUMENTATION, SUBJECT TO OUR SUPPORT AND MAINTENANCE OBLIGATIONS SET FORTH IN SECTION 9 ABOVE.
12.2. THE EXPRESS WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCT. WE MAKE, AND YOU RECEIVE, NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT. EXCEPT AS SET FORTH ABOVE, WE EXPRESSLY DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.

13. LIMITATION OF LIABILITY
The liability of the Manufacturer and the Partner for damages, regardless of the legal basis, is excluded unless otherwise provided below.

Exceptions: This exclusion does not apply:
a) to damages resulting from injury to life, body, or health,
b) to damages caused by intentional or grossly negligent breach of duty by the Manufacturer, the Partner, or their vicarious agents,
c) to damages arising from the breach of essential contractual obligations (“cardinal obligations”). In such cases, liability is limited to the foreseeable, typical damage.

Liability Cap: For cases of slight negligence, liability shall be limited to an amount not exceeding € 100,000 per incident and € 250,000 in aggregate per contractual year.

Exclusion of Certain Damages: Liability for loss of profit, production downtime, business interruption, loss of data (except as provided under Section 5), and any other indirect or consequential damages is excluded to the extent permitted by law.

Data Loss: The Manufacturer shall only be liable for data loss if the End Customer has ensured that data can be reconstructed from machine-readable backups with reasonable effort.

Mandatory Liability: Liability under the German Product Liability Act and other mandatory statutory provisions remains unaffected.


14. Exclusions.
Notwithstanding anything herein to the contrary, we will be fully released from our obligations and liability to you, including our obligations under sections 9, 12 and 13 above, if the alleged or actual harm or damage was caused in connection with any of the following events:
14.1. You have neglected to properly respond to, address, and handle alerts or warnings issued by the Product;
14.2. You have misused the Product, or improperly used it, in a manner prohibited by this Agreement or the Documentation;
14.3. You have combined, installed or used, in conjunction with the Product, software, equipment or products not authorized by QGroup or not according to the Documentation; or
14.4. The Product has been damaged or compromised by causes beyond our control.

15. Indemnity.
15.1. You agree to indemnify, defend and hold harmless QGroup, its officers, directors and employees, at your own expense, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand arising from, or in connection with your violation or infringement of any other person’s rights committed by your use of the Product in breach of this Agreement, provided that the complaint, claim, or demand would have been avoided but for the unauthorized use you made of the Product.
15.2. QGroup agrees to indemnify, defend and hold harmless you and your officers, directors and employees, at QGroup’ own expense, from and against any direct damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from a claim, suit, action, arbitration or other legal proceedings to the extent that it alleges that your use of the Product in accordance with this Agreement and the Documentation, infringes a third party’s patent, trademark, service mark, trade secret or copyright. Notwithstanding the foregoing, QGroup shall have no liability or obligation to you under this subsection 15.2 with
respect to any claim for infringement based upon: (1) use of the Product in combination with other devices; (2) use of the Product in an application or environment for which such Product was not intended; (3) modifications or alterations of the Product performed by anyone other than QGroup; or (4) a breach or alleged breach by you of any of the representations, warranties, covenants or obligations in this Agreement; in each case of (1) – (4) above, to the extent that the Product would not be infringing in the absence of such circumstances. Should the Product become, or in QGroup’ reasonable opinion be likely to become the subject of such a claim, QGroup may, at its option, eliminate such infringement by procuring for you the right to continue using the Product, or replacing or modifying the Product so that they become non-infringing.
15.3. An indemnifiable party must expeditiously notify the indemnifying party of any such indemnifiable claim it becomes aware of, give the indemnifying party control over the defense and settlement of the claim and not admit to any wrongdoing by the indemnifiable party. An indemnifiable party shall extend reasonable assistance to the indemnifying party in the defense and settlement of the claim, at the indemnifying party’s expense. Neither party shall settle the claim in any manner that imposes liability or prejudices the other party without ist prior written consent which shall not be unreasonably withheld, denied or delayed. The indemnifiable party may participate in the defense and settlement of the indemnifiable claim with counsel of its choosing and at its expense.

16. Export Laws.
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

17. Data protection.
You hereby represent and warrant that you will provide all appropriate notices, obtain all appropriate informed consents, comply at all times with all applicable privacy and data protection laws and regulations (including, if applicable, the EU General Data Protection Regulation (“GDPR”)), to allow QGroup to process the Customer Data for the purpose of the provision of technical support for the Product (including, without limitation, the provision of such data to QGroup, including transfers outside of the European Economic Area). To the extent that you are subject to the GDPR or to the CCPA, the appended Data Processing Addendum (“DPA”) applies, and you and QGroup shall comply with it and adhere to its provisions.

18. Confidential Information.
You acknowledge that the Product, the Documentation, Proposal and any terms and conditions of your business relationship with QGroup is QGroup’ confidential information (collectively, the “Business Terms”), and that the Documentation and Product’s features, performance, limitations and other characteristics comprise confidential and proprietary information and trade secrets of QGroup. You agree that any unauthorized disclosure, use, or copying of the foregoing with respect to the Product or the Business Terms may cause QGroup inestimable serious financial loss. Accordingly, you shall treat the Product, Documentation and Business Terms as confidential and not divulge them to anyone outside your employees that have a “need to know”
in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement and have been informed by Customer of the confidential nature of the Product, Documentation and Business Terms. Upon request, you shall comply with obligations to return or destroy any information of QGroup, including as described herein, in your possession or control. The obligations set forth in this Section shall survive termination of this Agreement.

19. Compliance Verification/Audit.
Audits may be performed by QGroup or its designated agent to ensure compliance with the terms and conditions of this Agreement. QGroup shall provide at least ten (10) days prior written notice to Customer before the start of an Audit and will conduct the Audit during normal business hours. QGroup agrees that any Customer information gathered during the performance of an audit shall be Customer’s Confidential Information under this Agreement.

20. Dispute Resolution, Governing Law and Jurisdiction.
This Agreement, the Product, and any claim, cause of action or dispute arising out of, or related thereto, will be governed solely by the laws of the State of Delaware, regardless of your country of origin or where you use the Product from, without giving effect to any conflict of law principles. Any dispute, claim or controversy shall first be referred by either party to non-binding mediation and if not resolved through mediation shall be determined by arbitration. The arbitration shall be held in Germany in accordance with International Arbitration Rules, as applicable, and shall be conducted by one independent arbitrator who shall be an attorney or retired judge practicing in the area of Cybersecurity and/or information technology law. The decision rendered by the arbitrator shall be binding under the sole and exclusive jurisdiction of the courts in Germany. Notwithstanding the foregoing and regardless of jurisdiction: (a) we may assert an impleader claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against us; (b) we may assert a claim for injunctive or other emergency relief in any other court having general or specific jurisdiction over the Customer to enforce its obligations under this Agreement without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.

21. Equitable Relief.
The Customer hereby acknowledges that unauthorized disclosure or use of the Product and/or breach of QGroup’ intellectual property right or confidentiality interests under this Agreement could cause QGroup irreparable harm and significant injury that may be difficult to ascertain. Accordingly, the Customer agrees that QGroup, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek immediate injunctive relief.

22. Force Majeure.
QGroup shall not be responsible for any cessation, interruption, or delay in the performance of its obligations hereunder due to pandemic, civil unrest, earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, availability of network and communications services or other similar events beyond its reasonable control.

23. Assignment.
You may not assign or transfer any rights you have, arising from this Agreement, or in connection with the Product, without our prior written consent. Any assignment or transfer of your rights under this Agreement, contrary to the above, will be null and void. We may assign this Agreement and all rights or obligations hereunder without your consent, upon notice to you, in case of a merger of QGroup or acquisition of QGroup’ assets relating to the performance of this Agreement. By virtue of such assignment, the assignee assumes our stead and we are irrevocably released from all our liabilities, performance and obligations hereunder.

24. Complete Terms and Severability.
This Agreement, together with the Proposal and SLA, constitutes the entire and complete agreement between you and us concerning any use of, or in connection with, the Product. This Agreement supersedes all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein and it is expressly understood and agreed that this Agreement supercedes the preprinted terms, conditions and provisions on any purchase order, procurement portal or documents provided by Customer, ist agents or representatives. If any provision of this Agreement is held invalid or unenforceable, that provision must be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly
authorized representatives of both parties.

25. No waiver.
Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of this Agreement. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

26. Relationship of the Parties.
The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

27. Changes to the Agreement.
From time to time, we may change the Agreement, by providing you notice of such changes and seeking your consent to them. In any event, we will seek your consent to any increase in subscription Fees, before we bill you for a newly priced subscription Fee. If you do not consent to the amended Agreement or new subscription Fees, we may terminate this Agreement only as set out in section 7.3 above.