Legal

Agreement Between You and Telliant Systems, LLC d/b/a QwikTime

Our Terms of Service ("Terms") constitute a legal agreement that governs our customers' access to and use of our services available through www.qwiktime.net (referred to as "QwikTime", "we", "us," or "our"), whether currently offered or developed in the future, and accessible via QwikTime.net.

This Agreement is effective at the start of use of this service and the date when you accepted the agreement upon signing up to QwikTime. By accepting this Agreement, you also confirm that you have the right to enter into this Agreement and use the service on behalf of the organization, company, group or entity you represent. This Agreement also includes the associated privacy policy that describes how QwikTime manages your Personal Data, accessible through the link Privacy Policy.

Telliant reserves the right to update these Terms of Service from time to time. If any changes are deemed material, we will notify customers with an active subscription by sending an email to the designated "Administrator" associated with the subscription.

1. Description of Service

The Service includes a cloud-based website allowing you access to application either free or paid subscriptions along with corresponding mobile application software. An account referred to herein means a website, provided by Telliant in exchange for Your payments, where you may use QwikTime to create, update, share, and publish information, data, text, software, messages or other materials.

"Agreement" or "Terms of Service" (the "Terms") Your use of Services is subject to these Terms of Service as of the date of first use of the Service. This is a legal agreement "Agreement" between you and Telliant Systems, LLC d/b/a QwikTime ("Telliant", "QwikTime", "we", "us", or "our"), a Georgia limited liability company governs your use of our services on our website www.qwiktime.net, whether free or payable. By accepting the Terms, ether by clicking a box indicating your acceptance or by clicking "I Agree" or registering for the Service or any document referring to the Terms, you agree that the Terms form part of the agreement between you, your organization, company, group or entity and Telliant Systems, LLC or its Affiliates" (the "Agreement").

2. Definitions

"Affiliate" means any company that controls, is controlled by, or is under common control with another company.

"App" means the mobile applications that are part of QwikTime, provided by us. These applications are accessible through a QwikTime user Account.

"Administrator User" means any employee or authorized representative who is designated by you to serve as the administrator of QwikTime on your behalf.

"Authorized User" means any individual or entity that is permitted by the Customer to access and use QwikTime in accordance with these Terms of Service.

"Authorized Payment" means a current and valid form of payment accepted by us - such as a credit card or debit card - that you have provided and maintained through your Account settings under "Manage Your Plan." All payments are processed securely through a third-party payment processor.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in written, graphic, machine-readable, or other tangible form, that is marked as "confidential," "proprietary," or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that:

1. becomes publicly known through no breach of any obligation owed to the Disclosing Party;
2. was lawfully known to the Receiving Party prior to disclosure without restriction on use or disclosure;
3. is disclosed with the prior written approval of the Disclosing Party;
4. is independently developed by the Receiving Party without reference to the Confidential Information; or
5. is lawfully received from a third party without restriction on disclosure.

For the purposes of this Agreement, Customer Data will be considered Confidential Information regardless of whether it is marked as such.

"Customer" means you and all associated End Users and organization, entity, company or group that you represent.

"Customer Data" means all information, data, content, and other materials that are submitted, posted, collected, transmitted, or otherwise provided by you, on your behalf, or by any End User through the use of the Service. Customer Data does not include Service Information.

"End User" means any individual authorized by the Customer to access and use the Services, including but not limited to employees, independent contractors, agents, or any other individuals acting on behalf of the Customer.

"Free Plan" means the version of our Services made available to you at no cost, as described on QwikTime.net.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, design rights, or another intellectual property right, and all similar or equivalent rights or forms of protection.

"Order" or "Order Form" means the QwikTime subscription sign up process through which you have registered to use the Service.

"Personal Data" means any information that relates to an identified or identifiable individual, including information that is protected as personal data, personal information, or personally identifiable information under applicable data protection and privacy laws.

"Privacy Policy" means Qwik's policy regarding the collection, use, and protection of Personal Data, as made available at https://qwiktime.net, and as may be updated from time to time.

"Product Services" means the products and software made available by QwikTime in any version, whether in whole or in part, including all updates, upgrades, enhancements, modifications, new features, programs, and tools provided by QwikTime.

"Products Software" means the software and applications made available to you under this Agreement by QwikTime, accessible through your QwikTime User Account. Products Software also includes all versions (browser-based, desktop, and mobile), updates, upgrades, enhancements, modifications, extensions, new features, replacements, instruction sets, and related documentation provided by Telliant Systems, LLC for the purposes of time tracking, project and team management, and work organization.

"Renewal Term" means any subsequent subscription period for the Service that begins immediately after the expiration of the initial Subscription Term or a preceding Renewal Term, as specified in this Agreement.

"Seats" means the number of Authorized Users permitted under a Customer's subscription plan, including both active and inactive users. For Business Plans, no additional Authorized Users may be invited unless the Customer purchases a sufficient number of additional Seats.

"Service" means any services, products, applications, mobile apps and software made available to you by QwikTime whether now existing or later developed, as set forth in this Agreement.

"Subscription Plan" means the paid service plans offered by QwikTime in connection with its Services, as described on the QwikTime website, including any features, pricing, and usage limitations applicable to each plan.

"Subscription Term" means the period during which you are granted access to the Services under a Subscription Plan, subject to the terms and conditions of this Agreement. The Subscription Term may be monthly, annual, or as otherwise specified at the time of purchase.

"User" means, individually and collectively, any Authorized User, End User, Tenant, or Client who accesses or uses the Services.

"Website" means the website located at www.qwiktime.net, along with any other websites now existing or later developed by Telliant in connection with its Products, Software, and Services. This includes all related subdomains, mobile applications, desktop applications, and browser extensions, whether referred to collectively or individually.

"We", "our", "us", "QwikTime", "Telliant" means Telliant Systems, LLC a Georgia limited liability company, d/b/a QwikTime.

"You", "Your", or "Customer" means entity or person that is registered with us to use our Services.

3. Use of Services

Access to Products.

Telliant hereby grants to you and/or your End Users, a revocable, non-exclusive, non-transferable, and non-sublicensable, royalty-free, worldwide license to access and use the Service during the applicable Subscription Term, solely in accordance with the terms of this Agreement and Telliant's applicable online terms of use. You are responsible for all actions and omissions of you and your End Users in connection with the use of the Service. You agree to promptly notify Telliant of any unauthorized use of End User credentials, passwords, or account access.

Update.

From time to time, we may update or modify the Service to enhance performance, improve security, introduce new features, or improve the End Users' overall experience. These updates may be automatically applied without prior notice.

Limits.

All End Users must be at least 18 years of age to access or use the Service. By using the Service, End Users represent and warrant that they meet this minimum age requirement.

Prohibited and Unauthorized Use.

You agree not to, and will not permit any End User or third party to, directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Service or any related software, documentation, or data;
• Copy, distribute, modify, translate, or create derivative works of the Service;
• Alter, obscure, or remove any copyright, trademark, or proprietary rights notices from the Service;
• Use the Service or its output for benchmarking or competitive analysis, or to develop, commercialize, license, or sell any product, service, or technology that competes with the Service;
• Reproduce, modify, resell, sublicense, or provide free or unauthorized access to the Service;
• Violate any applicable law, regulation, executive order, or ordinance, including engaging in conduct that could result in criminal, civil, administrative, or regulatory liability or fines.

You may not access or use the Service if you are legally prohibited from doing so under the laws of the country in which you reside or from which you access the Service. It is your responsibility to ensure that your use of the Service complies with all applicable laws and regulations.

4. Subscription

By creating a User Account with our Services, you will automatically begin on the Free Plan. You may upgrade to a paid Subscription Plan at any time. Upon doing so, the applicable subscription fee for the selected plan will be charged in accordance with its terms.

Your Subscription Plan will remain active for the duration of the initial Subscription Term you select and will automatically renew for successive periods of the same length (each a "Renewal Term"), unless you cancel your subscription or unless automatic renewal is prohibited by applicable law.

Each Renewal Term will begin immediately following the expiration of the then-current Subscription Term. Unless we notify you at least thirty (30) calendar days before the end of your Subscription Term, the subscription fee in effect at the time of renewal will apply to the next Renewal Term.

You may cancel your Subscription Plan at any time via your User Account settings. The cancellation will take effect at the end of your current Subscription Term.

The Agreement is completed upon online registration.

The term of this Agreement, and accordingly the commencement of either a Free Plan or a Business Plan, shall begin on the date of the Customer's online registration.

Subscription Plans are billed based on the number of Seats included in the selected plan.

This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the initial Free Plan or Business Plan Subscription Term. Thereafter, it will automatically renew for successive periods based on the selected billing cycle (monthly or annual) (each, a "Renewal Term"), unless either party provides written notice of non-renewal prior to the end of the then-current term.

5. Free Plan

QwikTime offers you access to a Free Plan as part of our Services. Upon registration for the Free Plan, QwikTime will provide the applicable Services with a limit of 5 seats (Users), 10 customers, and 10 projects, available indefinitely. If your User Account exceeds any of these limits - seats, customers, or projects - you will be prompted to upgrade to a Business Plan. You may also purchase additional seats under your Subscription Plan; current pricing is available on our website at https:// .net. If you wish to terminate your Free Plan, you may do so by contacting us at support@QwikTime.net. Telliant reserves the right to change the number of seats, customers or projects offered under the Free Plan or entirely stop offering a Free Plan with a 30-day notice via Email.

6. Payment Terms

QwikTime is offered as a Software-as-a-Service (SaaS) and requires an active, valid membership subscription for continued access. We currently accept credit cards or debit cards for payment. Your subscription will automatically renew at the end of each Subscription Term unless you cancel your plan prior to renewal. You can update your payment method, manage your subscription, or cancel at any time by visiting the Manage Your Plan section within your user account.

By registering for and using our Services, you agree to enroll in our automatic renewal service. This ensures uninterrupted access to your products by automatically charging the then-current renewal fees to your designated payment method on file at the end of each Subscription Term. No additional action is required on your part unless you choose to cancel or modify your subscription before the renewal date.

Subscription Fees: Your Subscription Fee is fixed for the duration of your current Subscription Term, unless you add additional End Users or upgrade your subscription plan. We reserve the right to modify the Subscription Fee at our discretion. Any changes to your Subscription Fee will be communicated to you with at least 30 days' notice, delivered via email and/or your account's message center.

Payment of Fees: All payments are processed through a third-party payment processor. QwikTime is not responsible for the processing of payments and disclaims any liability related to issues arising from such processing. By providing a valid credit or debit card (your "Authorized Payment Method"), you authorize us to charge all applicable fees for the duration of your Subscription Term. If an initial payment attempt fails, you authorize us to retry charging your Authorized Payment Method until the payment is successfully processed.

Account cancellation policy: Once a user submits a cancellation request, no further charges will be incurred. However, all payments are non-refundable, and no refunds will be issued upon cancellation. If you cancel your subscription before your next renewal date, you will retain access to your account and services through the end of the current Subscription Term.

Cancellation of automatic renewal: Monthly or Annual subscription plans will automatically renew at the end of each subscription term. Your authorized payment method will be charged at the start of each renewal period, and a confirmation notice will be sent to the Account Administrator's email address. We will notify the Account Administrator of the upcoming renewal 30 days and 10 days in advance via email. You may cancel automatic renewal at any time through your account settings prior to the renewal date to avoid future charges.

Failed renewal & account suspension: If your Authorized Payment Method is expired, closed, or if a charge is declined for any reason, you will be prompted to update your Billing Information and provide a valid payment method. If payment is not successfully processed within 5 days of the failed attempt, your access to the QwikTime will be suspended until updated billing information is provided and the payment is completed

Reimbursement: You agree to reimburse us for all reasonable costs and expenses incurred in connection with the collection of overdue amounts, including but not limited to reasonable attorney fees and collection agency costs.

Sales Tax. All fees are exclusive of tax, which will be charged as applicable. You agree to pay any sales tax applicable for your use of the Service.

6. Intellectual property Rights

Telliant retains all ownership and intellectual property rights in and to its Customer Content. Telliant Systems LLC retains all ownership and intellectual property rights - both registered and unregistered - granted, applied for, or otherwise now or hereafter in existence, including but not limited to any patents, copyrights, trademarks, trade secrets, database protections, or any similar or equivalent rights or forms of protection related to the Services, Mobile App, Software programs (whether currently existing or developed in the future), and any materials developed or delivered under this Agreement.

We encourage all Customers to share comments and suggestions for improving the Service ("Feedback"). By submitting Feedback, you agree that we may freely use, modify, and incorporate it into our products and services without any obligation to you.

Certain third-party technologies may be necessary or appropriate for use with some QwikTime programs. Where applicable, such technologies will be identified in the relevant program documentation or ordering documents. The Customer's right to use any third-party technology is governed solely by the terms of the applicable third-party license agreement, and not by this Agreement. QwikTime is not responsible for, and makes no representations or warranties regarding, such third-party technology.

7. Feedback

If you or any of your employees, independent contractors, agents, End Users, or Authorized Users send, transmit, or otherwise provide to us any feedback, comments, suggestions, ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Services, including proposed changes or improvements to the Services such as new features or functionality (collectively, "Feedback"), you acknowledge and agree that:

Such comments, suggestions, and other feedback ("Feedback") will be considered non-confidential and non-proprietary. You, on behalf of yourself and your End Users, hereby grant us a perpetual, irrevocable, worldwide, royalty-free, and fully paid-up license to use, reproduce, modify, distribute, display, perform, and otherwise exploit all Feedback in connection with our business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Services.

QwikTime owns, and shall retain all right, title, and interest in and to any and all Feedback provided, including any and all intellectual property and proprietary rights associated therewith. You acknowledge that QwikTime will be entitled to use such Feedback without restriction or obligation of any kind, including compensation or attribution.

Subject to our Privacy Policy, we reserve the right, without limitation in time and without any obligation to compensate you, to use, reproduce, copy, modify, adapt, publish, translate, create derivative works from, distribute, display, and disclose any Feedback in any form, media, or technology now known or hereafter developed, for any purpose, including but not limited to commercial, promotional, or product development purposes, and to sublicense such rights to third parties.

You acknowledge that we may already be considering or developing materials, ideas, or features similar to the Feedback. We are under no obligation to use any Feedback you provide. If we do choose to use such Feedback, including any associated proprietary rights, we may do so for any purpose whatsoever, without attribution, financial compensation, or reimbursement of any kind to you or any third party, under any circumstances.

8. Customers' Responsibilities

Customer Responsibilities. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data associated with their account and End Users. The Customer must ensure that account credentials, including usernames and passwords, are kept confidential and secure. "Customer Data" refers to all data, content, and information - regardless of format - submitted, uploaded, transmitted, or otherwise provided directly or indirectly by the Customer, including through third-party providers. By entering into this Agreement on behalf of an organization, you represent and warrant that the organization owns or has the necessary rights to control all Customer Data. If an End User leaves your organization, it is the Customer's responsibility to enter an end date for that End User. Once the end date is entered, the End User's access to the Services and associated Customer Data will be terminated.

Customer agrees to provide QwikTime with commercially reasonable information, cooperation, and assistance as necessary to enable QwikTime to deliver the Services as outlined in this Agreement. The Customer acknowledges that QwikTime's ability to provide the Services in accordance with this Agreement may be dependent on the accuracy, completeness, and timeliness of the information and assistance provided by the Customer.

Customer shall comply with all applicable local, state, national, and international laws, regulations, and ordinances in connection with its use of the Services, including but not limited to those relating to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges and agrees that QwikTime does not monitor, control, or bear responsibility for the content or legality of information transmitted, stored, or processed by the Customer through the Services.

Customer shall not upload, post, reproduce, transmit, or distribute any information, software, or other materials that are protected by copyright, trademark, trade secret, privacy, or any other proprietary or intellectual property right without first obtaining the express written permission of the rightful owner of such rights. Customer is solely responsible for ensuring that any content shared through the Services does not infringe upon the rights of any third party.

Customer shall be solely responsible for the actions and omissions of its Administrator Users. QwikTime shall not be held liable for any loss of data, service disruptions, or functionality issues resulting directly or indirectly from any act or failure to act by the Administrator Users. It is the Customer's obligation to ensure that Administrator Users comply with the terms of this Agreement and exercise appropriate care when managing access and settings within the Service.

Subject to the terms and conditions of this Agreement, Customer grants QwikTimea limited, non-exclusive, non-transferable, and royalty-free license to copy, store, configure, perform, display, and transmit Customer Content solely as necessary to provide the Services to the Customer and its Authorized Users, and to fulfill Qwik's obligations under this Agreement.

The Customer shall:

• Notify QwikTime immediately of any unauthorized use of any password, user ID, or any other known or suspected breach of security.
• Promptly inform QwikTime and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Customer.
• Not provide false identity information in order to gain access to or use the Service.

Customer is solely responsible for collecting, inputting, importing, and updating all Customer Content stored on the Service. The Customer represents and warrants that such Customer Content shall not:

• Infringe or misappropriate any third party's intellectual property rights, including but not limited to copyright, trademark, trade secret, or other proprietary rights.
• Contain any material that is obscene, defamatory, harassing, offensive, or malicious.

9. Limitations of the License

The Services may be accessed and used solely by the officers, employees, agents, and subcontractors of the Customer.

Access to the Services is restricted to the specific named users identified by the Customer.

The number of concurrent users accessing the Services must not exceed the number specified in the applicable section of this Agreement or as otherwise agreed in writing.

Subject to the limited license rights expressly granted to the Customer herein, Telliant retains all right, title, and interest in and to the Software, Services, Documentation, and any other deliverables provided under this Agreement, including any and all modifications, enhancements, improvements, upgrades, derivative works, and feedback related thereto, along with all associated intellectual property rights. Customer hereby agrees to assign, and does assign, to Telliant any rights it may have in the foregoing.

10. License Restrictions

Customer agrees that it shall not, and shall not permit any third party to:

• Copy, republish, reproduce, transmit, distribute, or otherwise redistribute any content or materials provided as part of the Services or Software.
• Make the Services available to any individual or entity other than Authorized Users as defined in this Agreement.
• Use or access the Services for purposes of providing a service bureau, time-sharing, outsourcing, or other similar services to third parties.
• Remove, alter, or obscure any proprietary rights notices, including copyright, trademark, or other intellectual property notices, contained in or on the Software or Documentation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software used in connection with the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
• Access or use the Services or Documentation for the purpose of building a similar or competitive product, service, or technology.
• Use the Hosted Services in any manner that may damage, disable, overburden, impair, or otherwise compromise the Services, platform, or Provider's infrastructure, or interfere with other users' access to the Services.
• Sub-license, rent, lease, or otherwise transfer the right to access or use the Hosted Services to any third party.
• Conduct, or allow any third party to conduct, load testing, penetration testing, or other performance or security testing of the Hosted Services without prior written authorization from the Provider.
• Use the Hosted Services in any manner that is unlawful, illegal, fraudulent, malicious, or harmful, or in furtherance of any such activity.

11. Support Services

QwikTime provides user support by contacting support@QwikTime.net

12. Indemnification

You will indemnify, defend and hold QwikTime and our Affiliates harmless, at your expense, from and against any damages and liabilities (including court costs and reasonable attorneys' fees) arising from any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of: (a) unauthorized or illegal use of the Service by you, your End Users or your Affiliates, (b) your, or your End Users' or Affiliates' noncompliance with or breach of this Agreement, (c) your or your End Users' or Affiliates' combination of the Services with any third-party materials not provided by us, or (d) the unauthorized use of the Service by any other person using your End User information. For clarity, you will reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (d) above at our then-current hourly rates.

13. Confidentiality

During the term of this Agreement and thereafter (in perpetuity in the case of Software), each party ("Receiving Party") agrees to treat all Confidential Information disclosed by the other party ("Disclosing Party") as strictly confidential. The Receiving Party shall not use such Confidential Information for any purpose other than to exercise its rights and fulfill its obligations under this Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party.

Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each party shall promptly notify the other of any actual or suspected unauthorized access to, use of, or disclosure of the other party's Confidential Information. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the other party's Confidential Information and that are provided to the Receiving Party under this Agreement.
Each party may disclose the other party's Confidential Information to its employees, contractors, agents, or professional advisors on a strict need-to-know basis, provided that such persons are bound by written confidentiality obligations no less protective than those contained herein. The Receiving Party shall remain responsible for any breach of this Agreement by such persons.

Confidential Information excludes information that:

• was publicly known and made generally available in the public domain at the time of disclosure, or becomes so through no breach of this Agreement by the Receiving Party;
• was known to the Receiving Party, without restriction, at the time of disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records;
• is disclosed to the Receiving Party by a third party lawfully and without restriction on disclosure, and without breach of any obligation to the Disclosing Party; or
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written documentation.

The Receiving Party may disclose Confidential Information to the extent such disclosure is required by applicable law, regulation, or court order, provided that, to the extent permitted by law, the Receiving Party gives prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or otherwise limit or restrict such disclosure.

Each party may disclose the existence of this Agreement and the general nature of the relationship between the parties. However, the specific terms and conditions of this Agreement shall be treated as Confidential Information and may only be disclosed to those with a legitimate need to know and who are bound by confidentiality obligations, such as legal counsel, accountants, financial advisors, bankers, or investors.

14. Publicity

You hereby grant QwikTime a non-exclusive, worldwide, royalty-free license to use your company name, logo, and designated trademarks for the limited purpose of identifying you as a customer of QwikTime in our marketing, promotional materials, and communications, including but not limited to our website, presentations, and customer lists. All such use will be in accordance with your standard trademark usage guidelines, which you may provide to us in writing from time to time.

We respect your preference regarding publicity. If you prefer not to be identified as a customer or listed in our marketing materials, please notify us by sending an email to admin@quiktime.net, and we will promptly remove your information from any public-facing references.

15. Limitation of Liability

Except for your liability for payments of fees, provisions under "Indemnification", "Intellectual Property Rights" and "Prohibited or Unauthorized Use" sections, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use, whether in an action in contract, tort (including but not limited to negligence), or otherwise, even if the party has been advised of the possibility of such damages. This includes damages that are remote, speculative, or not reasonably foreseeable at the time this Agreement was entered into.

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations expressly provided herein, each party's total cumulative liability for all claims arising out of or related to this Agreement shall not exceed the total amount of fees actually paid by Customer under this Agreement during the one (1) month immediately preceding the date the claim first arose.

16. Disclaimer Of Warranties

QwikTime and our Affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the service for any purpose. To the maximum extent permitted by law, the service is provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the service, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. Without limiting the foregoing, we hereby disclaim any warranty that use of the software will be error-free, bug-free or uninterrupted.

17. Termination

The Customer may cancel their Subscription Plan at any time via the Manage Your Plan page under the Admin User Account. Upon cancellation, the Customer may request deactivation of their User Account. Email or Phone notifications to cancel the The Customer will have ten (10) days from the effective date of termination to retrieve any data they wish to retain. After this period, QwikTime shall have no obligation to maintain or provide access to such data.

Telliant Systems, LLC reserves the right to terminate the User Account and Subscription Plan with immediate effect upon providing notice to the Customer if the Customer fails to pay the Subscription Fee or otherwise breaches this Agreement.

Either party may terminate this Agreement with immediate effect by delivering written notice to the other party if the other party materially breaches any provision of this Agreement; and such breach is not cured within thirty (30) days after receipt of written notice reasonably detailing the breach.

Upon termination or expiration of this Agreement: All rights and licenses granted under this Agreement shall immediately terminate; Customer shall cease all use of the Services; and Telliant Systems, LLC shall not be liable to the Customer for any direct or indirect damages, losses, or claims arising from the termination or expiration of this Agreement.

18. Force Majeure

Except for payment obligations of amounts due under this Agreement, neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" includes, but is not limited to: acts of war, hostility, or sabotage; acts of God; natural disasters; pandemics or epidemics; electrical, internet, or telecommunications outages not caused by the obligated party; government restrictions; or any other event beyond the reasonable control of the affected party. Each party agrees to use commercially reasonable efforts to mitigate the effects of any Force Majeure Event.

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19. Compliance with Laws

Each party agrees to comply with all applicable laws, regulations, and legal obligations in connection with the use and provision of the Services.

We reserve the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

You agree to comply with all applicable export control laws and economic sanctions programs, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Without limitation, you agree not to directly or indirectly export, re-export, or transfer the Services to any individual or entity prohibited under applicable law, including, but not limited to, individuals or entities located in embargoed or restricted countries or included on OFAC's Specially Designated Nationals and Blocked Persons List or other applicable sanctions lists.

You also agree not to use or allow access to the Services in violation of any applicable export laws, restrictions, or regulations.

20. Governing Laws

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Georgia. Each party hereby irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection to the laying of venue in such jurisdiction, including any claim of forum non-convenience.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. Notices

To QwikTime: To the following address: Telliant Systems LLC, c/b/a QwikTime , 2180 North Point Parkway, Suite 108, Alpharetta, GA 30005, United States. Notice will be deemed delivered as of the date of actual receipt.

To You: Your address as provided in our subscription customer information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our customer information for you. You must keep all of your account information current.

23. Entire Agreement

This Agreement constitutes the complete and exclusive understanding between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous proposals, agreements, communications, and understandings, whether oral, written, or electronic. Any additional or conflicting terms proposed by you, including those contained in a purchase order, acceptance, or on your website, are expressly rejected and shall have no force or effect. Our obligations under this Agreement are not contingent upon the delivery of any future features or functionality of the Service, nor upon any oral or written public comments or representations made by us regarding such future features or functionality.

24. Assignement

You will not assign or transfer this agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

25. Authority

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms. You further represent and warrant that you have the authority to bind your organization to this Agreement and to ensure compliance by all End Users with its terms.

26. Mobile Application Terms

Subject to your compliance with these Terms of Service, QwikTime grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, install, display, and use the QwikTime mobile application ("App") on a tablet, smartphone, or other internet-enabled mobile device for your personal, non-commercial use only.

This limited license:

• Does not grant you any ownership rights or other intellectual property interests in the App; and
• May be suspended or terminated at any time, for any reason, at Qwik's sole discretion and without prior notice or liability.

Unauthorized use of the App may violate applicable laws, including but not limited to those concerning copyright, trademark, and privacy, and may subject you to personal and/or criminal liability.

Except as expressly permitted by this Agreement or applicable law, you may not:

1. Copy, modify, or create derivative works based on the App;
2. Distribute, transfer, sublicense, lease, lend, or rent the App to any third party;
3. Reverse engineer, decompile, or disassemble the App;
4. Make the functionality of the App available to multiple users through any means.

If you access or download our mobile application from Apple App Store you agree to Apple's License Application End User License Agreement, which can be found here"

https://www.apple.com/legal/internet-services/itunes/dev/stdeula/.

You acknowledge and agree that:

• Apple is not responsible for providing any maintenance or support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if applicable) of the App to you. To the maximum extent permitted by applicable law, Apple shall have no other warranty obligation with respect to the App.
• Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to:
  1. Product liability claims;
  2. Any claim that the App fails to comply with any applicable legal or regulatory requirement; and
  3. Claims arising under consumer protection or similar legislation.
• Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that your possession and use of the App infringe that third party's intellectual property rights.
• Apple and its subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

You represent and warrant that:

1. You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country;
2. You are not listed on any U.S. Government list of prohibited or restricted parties.

You must also comply with any applicable third-party terms of service when using the App.