By accessing or using the website at https://www.qwandery.autos and engaging the services of QWANDERY INC., you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any part of these terms, you are prohibited from using or accessing our website and services. These terms constitute a legally binding agreement between you and QWANDERY INC. governing your use of our digital platforms and professional services.
QWANDERY INC. reserves the right to modify these terms at any time without prior notice. Your continued use of our website or services following any changes constitutes your acceptance of the modified terms. We recommend that you review these terms periodically to stay informed of any updates. The most current version of these terms will always be available on our website and will supersede all previous versions.
These terms apply to all visitors, users, and clients of our website and services, including but not limited to individuals who browse our content, submit inquiries through our contact forms, request project proposals, or enter into service agreements with QWANDERY INC. If you are accessing our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.
QWANDERY INC. provides professional computer systems design and related technical services within the Professional, Scientific, and Technical Services sector. Our offerings include custom software development, IT infrastructure planning and implementation, systems architecture consulting, technology strategy advisory, data management solutions, cloud migration services, cybersecurity assessments, and integrated systems design for businesses across various industries.
The scope, timeline, deliverables, and fees for our professional services are defined in separate service agreements executed between QWANDERY INC. and our clients. These Terms of Service govern the general terms applicable to all interactions with our website and preliminary engagements, while specific project terms are detailed in individual contracts. In the event of any conflict between these Terms of Service and a signed service agreement, the service agreement shall prevail for the specific engagement covered therein.
All services are provided subject to availability and QWANDERY INC. reserves the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected clients. We will make commercially reasonable efforts to ensure continuity of service and minimize disruption, but we cannot guarantee uninterrupted availability of any specific service offering.
When using our website or engaging our services, you agree to comply with all applicable laws, regulations, and these Terms of Service. You are solely responsible for maintaining the confidentiality of any account credentials, access codes, or authentication mechanisms provided to you in connection with our services.
You agree not to use our website or services for any unlawful purpose or in violation of any applicable local, state, national, or international law. Prohibited activities include but are not limited to: transmitting viruses, malware, or other harmful code; attempting to gain unauthorized access to our systems or networks; interfering with the proper functioning of our website or services; collecting or harvesting personal information about other users; engaging in any activity that could damage, disable, overburden, or impair our infrastructure.
You represent and warrant that all information you provide to QWANDERY INC. is accurate, complete, and current. You agree to promptly update any information you have provided if it becomes inaccurate or outdated. You are responsible for all activity that occurs under your account or using your credentials, and you agree to notify us immediately of any unauthorized use of your account or any other breach of security.
Website Content: Unless otherwise indicated, all content on our website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, and software, is the exclusive property of QWANDERY INC., its licensors, or content providers and is protected by United States and international copyright laws, trademark laws, and other intellectual property rights.
Limited License: You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for its intended purposes. You may download or print portions of the content for your personal, non-commercial use provided that you do not modify the content and retain all copyright and other proprietary notices. Any other use of our website content, including reproduction, modification, distribution, transmission, republication, display, or performance, without our prior written consent is strictly prohibited.
Client Deliverables: Upon full payment for our services, clients receive ownership of the specific deliverables created for their project as defined in the applicable service agreement. QWANDERY INC. retains the right to use general methodologies, techniques, and knowledge acquired during the course of providing services, and to display completed projects in our portfolio with the clients permission. Source code developed specifically for a client engagement is transferred to the client subject to the terms of the service agreement, while QWANDERY INC. retains ownership of any pre-existing tools, libraries, or frameworks used in the development process.
Both parties acknowledge that during the course of their business relationship, they may have access to confidential information of the other party. Confidential information includes any non-public data, technical information, business plans, financial data, client lists, trade secrets, or proprietary materials disclosed by one party to the other, whether orally or in writing, that is identified as confidential at the time of disclosure or would reasonably be considered confidential under the circumstances.
Each party agrees to maintain the confidentiality of the other partys proprietary information using at least the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Neither party shall disclose confidential information to any third party without the prior written consent of the disclosing party, except as required by law or court order, and shall limit access to confidential information to those employees and contractors who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.
The confidentiality obligations set forth in this section shall survive the termination of any service agreement for a period of three years from the date of termination. Upon termination of the business relationship or upon request of the disclosing party, the receiving party shall promptly return or destroy all confidential information in its possession and certify such return or destruction in writing. These confidentiality provisions do not apply to information that is or becomes publicly available through no fault of the receiving party, was already in the receiving partys possession prior to disclosure, is independently developed by the receiving party, or is rightfully obtained from a third party without restriction.
OUR WEBSITE AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QWANDERY INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
QWANDERY INC. MAKES NO WARRANTY THAT OUR WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QWANDERY INC. OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE DURATION OF SUCH WARRANTIES SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL PART OF THESE TERMS AND SERVICES ARE PROVIDED SUBJECT TO THIS DISCLAIMER.
IN NO EVENT SHALL QWANDERY INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF QWANDERY INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED US DOLLARS OR THE AMOUNT PAID BY YOU TO QWANDERY INC. FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE LIABILITY OF QWANDERY INC. SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless QWANDERY INC., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys fees and costs of litigation, arising out of or in connection with: your use or misuse of our website or services; your violation of these Terms of Service; your violation of any rights of any third party, including intellectual property rights, privacy rights, or contractual rights; or any content or materials you submit, post, transmit, or otherwise make available through our website or in connection with our services.
QWANDERY INC. reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. This indemnification obligation shall survive the termination of these Terms of Service and your use of our website and services.
These Terms of Service remain in effect until terminated by either party. QWANDERY INC. reserves the right, in its sole discretion and without prior notice, to terminate or suspend your access to our website and services for any reason, including but not limited to breach of these terms, violation of applicable laws, or conduct that QWANDERY INC. determines to be harmful to other users, third parties, or our business interests.
Upon termination of these terms for any reason, all rights granted to you under these terms shall immediately cease, and you must discontinue all use of our website and services. The provisions of these terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, indemnification obligations, governing law, and dispute resolution provisions.
If we terminate your access due to your breach of these terms, you remain liable for all amounts due under any outstanding service agreements. Termination of these Terms of Service does not relieve you of your obligation to pay any fees or charges that have accrued prior to the date of termination.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah and the federal laws of the United States, without regard to their conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.
Any dispute arising out of or relating to these terms or our services shall first be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations within thirty days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in Logan, Utah, and the decision of the arbitrator shall be final and binding on both parties, with judgment on the award entered in any court having jurisdiction.
Notwithstanding the foregoing, QWANDERY INC. may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information. In any such action, the prevailing party shall be entitled to recover its reasonable attorneys fees and costs from the non-prevailing party. Any claim or cause of action arising out of or relating to these terms must be commenced within one year after the cause of action accrues; otherwise, such cause of action is permanently barred.
Entire Agreement: These Terms of Service, together with any service agreements, project proposals, and other documents expressly incorporated by reference, constitute the entire agreement between you and QWANDERY INC. with respect to your use of our website and services, superseding any prior agreements, communications, or representations, whether oral or written.
Severability: If any provision of these terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the original provision.
No Waiver: The failure of QWANDERY INC. to enforce any right or provision of these terms shall not constitute a waiver of such right or provision. No waiver of any term shall be effective unless in writing and signed by an authorized representative of QWANDERY INC.
Assignment: You may not assign or transfer any of your rights or obligations under these terms without our prior written consent. QWANDERY INC. may assign or transfer its rights and obligations under these terms without restriction, including in connection with a merger, acquisition, or sale of assets.
Relationship: Nothing in these terms shall create a partnership, joint venture, agency, employment, or franchise relationship between you and QWANDERY INC. Both parties are independent contractors with no authority to bind the other.
Force Majeure: QWANDERY INC. shall not be liable for any delay or failure to perform its obligations under these terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, supply chain disruptions, internet service failures, and public health emergencies.
Notices: All notices required or permitted under these terms shall be in writing and sent to the addresses provided by each party. Notices to QWANDERY INC. shall be sent to 115 Golf Course Rd, Logan, UT 84321-7704, United States, or by email to office@qwandery.autos, and shall be deemed effective upon receipt.