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One Clique Systems Terms & Conditions

Posted: October 7^th 2018

This One Clique Systems Terms of Service (the "Terms") is between One Clique Systems FZ-LLC, a free zone limited liability company established under the laws of the United Arab Emirates ("1CQ", “us”, “our”) and the organization agreeing to these terms ("Customer", “you”, “your”). This Agreement governs access to and use of the Services and Beta Services.

As a Customer and by clicking "I agree," you are therefore signing this contract for the Services, and you agree to these Terms, the https://1cliquesystems.com/privacy-policy/ with its Acceptable Use Policy (all of which collectively and where applicable shall be referred to as this ‘Agreement’ or these ‘Terms’). By agreeing to these Terms and policies mentioned above for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these Terms; otherwise you must not sign up for the Services. We have no obligation to the Customer to verify this authority.

1. Services.

1. Provision. This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.

2. 1CQ shall: (i) provide you with basic support in connection with your use of the Services at no additional charge, and with upgraded support if purchased separately (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (which 1CQ shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Thursday to 05:00 a.m. Sunday (GST), or (b) any unavailability caused by circumstances beyond 1CQ’s reasonable control, including reasons under Section 10.11, internet service provider failures or delays, or denial of service attacks, and (iii) provide the Services only in accordance with Applicable Law.

3. Security Measures. Any 1CQ personnel who have access to Customer Data will be bound by reasonable confidentiality obligations. 1CQ will use reasonable industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures which are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and Processing of Customer Data. 1CQ may update the Security Measures from time to time as deemed necessary its sole discretion if not obligated by rule, regulation or Applicable Law. 1CQ will provide Customer with at least sixty (60) days prior notice if 1CQ updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole.

4. Data Processing and Transfer.

   1. Data Processing. This Agreement constitutes Customer’s instructions to 1CQ to process Customer Data. 1CQ and its Sub-processors will only Process Customer Data to provide the Services and to fulfill 1CQ’s obligations in this Agreement. Customer agrees that 1CQ and its Sub-processors may transfer, store, and process Customer Data in locations other than Customer's country. 1CQ will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by Applicable Law or on important grounds of public interest.

   2. Notwithstanding Section 1.3, 1CQ will use commercially reasonable efforts to comply with secure and recognized data transfer mechanisms. We will notify you once our systems are updated or our security measures are enhanced.

   3. Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is Processed by 1CQ on Customer's behalf: (i) 1CQ will use and Process Customer Data as Customer instructs in order to provide the Services and to fulfill 1CQ’s obligations under the Agreement; and (ii) Customer agrees to the Data Processing Agreement with 1CQ for the transfer of Personal Data. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services. This may be issued between the parties, if so required.

5. Modifications to the Services.

   1. You agree that 1CQ reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Services on a temporary or permanent basis, without liability to you or any third party Since the Services may be made available in free or paid versions at different levels, not all features and functionality of the Services may be available in each version or level. You can get information on what features are available by visiting our Site. If changes are made to the Services in a manner that materially reduces their functionality, 1CQ will notify the Customer at the registered email address associated with the account.

   2. Customer may only make downgrade modifications to the Paid Account after the end of the term of the subscription. If Customer wishes to modify the subscription of the Paid Account by upgrading to an account with more features, then such upgrade can occur at any time and the payments of the Fees will be prorated to the remainder of the new term of that subscription.

   3. Notwithstanding Section 10.1, if you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Services, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

   4. You may contact us at [email protected] if you want to change your subscription term or require additional information on how to change your subscription term.

6. Software.

   1. Generally. The Services allow Customers and End Users to access Software that may update automatically. If any component of the Software is offered under an open source license, 1CQ will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, and where applicable, such provisions may expressly override some terms of this Agreement with respect to that component of the Software.

   2. License. 1CQ hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable, non-sub licensable, and will be fully paid up upon Customer's payment of the Fees.

   3. Nothing in this Agreement obligates 1CQ to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. Usage and reliance of the Software is based on the terms of the Acceptable Use Policy in addition to the Terms herein.

1. Customer Obligations.

   1. Customer Administration of the Services. Customer may specify End Users as Administrators through the Admin Console. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. 1CQ’s responsibilities do not extend to the internal management or administration of the Services for Customer nor to Customer’s End Users.

   2. Compliance and Duty of Care. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy available on our Site. Customer is responsible for use of the Services by its End Users and this can be agreed between them through their own policies of which 1CQ have no control or opinion over (Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow 1CQ to provide the Services). Customer will not take any action that would cause 1CQ to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law. Customer alone must satisfy itself that: (i) the Services are appropriate for its purposes, taking into consideration the nature of the Customer Data; and (ii) the technical requirements applicable to 1CQ under data protection laws are satisfied by the Security Measures and this Agreement.

   3. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 18. Customer will ensure that it does not allow any person under 18 to use the Services, unless Customer can illustrate it is legal to do so in the jurisdiction of which the Services are being offered. Nonetheless, it is Customer’s duty to promptly notify 1CQ of any unauthorized use of or access to the Services.

   4. Restrictions. Customer will not whether directly or indirectly: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; or (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws.

   5. Third-Party Apps and Integrations. 1CQ will not be responsible for any act or omission of a third-party, including the third-party's access to or use of Customer Data and 1CQ does not warrant or support any service provided by the third-party if Customer uses any third-party service or applications, such as a service that uses a 1CQ API, with the Services. Customer will comply with any API limits associated with the Services plan purchased by Customer.

2.6 Third-Party Requests.

1. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to the Data. Customer will seek to obtain information required to respond to Third-Party Requests and will contact 1CQ only if it cannot comply with the Third-Party Request despite diligent efforts.

2. 1CQ Responsibility.1CQ will make commercially reasonable efforts but at Customer’s sole expense and payments will be agreed on a case by case basis and to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer 1CQ 's receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise and can illustrate so, unable to respond to the Third-Party Request. If Customer fails to promptly respond to any Third-Party Request, then 1CQ may, but will not be obligated to do so at Customer’s sole expense which Customer agrees to reimburse 1CQ immediately upon receipt of 1CQ’s invoice.

1. Payment.

1. Fees. Customer’s subscription to the Services renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.). If you are paying by credit card, your credit card will be charged once a month for monthly subscriptions and at the time your annual subscription payment has been depleted based on your number of employees and subscription of the Service. 1CQ will email you a receipt when your card has been charged or when we receive the payment and subscription to the Services will be activated. If your card cannot be charged, we will notify and you will need to update your payment information. In the event you do not update your payment information within seven (7) days of our notice, your access to the Services may be suspended and you will need to update your card information in order to resume use of the Services. There will be no refunds or credits for partial months of Service. If your method of payment is by cheque and your cheque is not cleared, we will notify you or your bank, whichever is earlier, and you will need to process the payment within seven (7) days of our or the bank’s notice. In the event you do not process the payment within this time, 1CQ reserves the right to process the bounced cheque in accordance with Applicable Law and all charges incurred as a result of this inconvenience will be billed to Customer, payable with immediate effect. If payment is made by cash or cheque the subscription to the Services will similarly be activated once the payment has been received by 1CQ.

2. Annual subscription pricing requires a one-year minimum commitment. If you cancel your full subscription or your subscription is suspended for non-payment, before the end of the one-year commitment period, you will no longer qualify for annual subscription pricing and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active. If you cancel only a portion of your subscription, you may still qualify for annual pricing and the prepaid amounts attributed to that portion will be used against other elements of your subscriptions (if applicable), if you have more than one Paid Account with us. Customer’s Paid Account will remain in effect until it's cancelled, suspended or terminated under the terms of this Agreement.

3. Currency. Customer will pay 1CQ all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Site at the time of purchase and clicking “I agree”. Customer authorizes 1CQ to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation.

4. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. 1CQ will charge Taxes when required to do so. If Customer provides 1CQ with a valid exemption certificate, 1CQ will not collect the taxes covered by that certificate.

5. Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO 1CQ FOR THE SERVICES, 1CQ MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES 1CQ THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL.

6. Changes to the Fees.1CQ may revise Service rates by providing the Customer at least thirty (30) days' notice or a longer period if required by Applicable Law prior to the next charge. Price changes and institution of new charges implemented during Customer’s annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Services prior to the commencement of the renewal subscription period for which the price change applies.

7. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are hereby considered null and void. If the Customer is purchasing via a Reseller, any terms and conditions from the Reseller or in a purchase order between the Customer and the Reseller is between them. 1CQ has no obligation to the parties it is not directly contracted with.

8. Refunds. We do not give refunds for unused time, which means you will have full access to your Paid Account(s) until the end of the current billing period. We will be sorry to see you go, but if you cancel your Paid Account, we won't charge you ever again, at least until you change your mind and come back! If you cancel during the free trial, there is obviously nothing to refund.

9. Downgrades. Notwithstanding Sections 1.5.2 and 5.4 herein, if Customer does not pay for the Paid Account on time, 1CQ reserves the right to downgrade, suspend or reduce the usage privileges allocated to Customer’s account with no liability whatsoever to 1CQ.

4. Intellectual Property Rights.

   1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) 1CQ any Intellectual Property Rights in Customer Data; nor (b) Customer rights in any Intellectual Property Rights in the Services or in 1CQ’s and 1CQ’s Parties trademarks (registered or unregistered) and brand features.

   2. Limited Permission. Other that what may be permissible by Applicable Law and rights granted in Section 10.13, Customer grants 1CQ limited rights that are reasonably necessary for 1CQ to provide the Services. This limited permission also extends to Subcontractors or Sub-processors.

   3. Suggestions. We thank you in advance for suggestions sent our way. 1CQ may use, modify, and incorporate into its products and Services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send 1CQ or post in 1CQ’s forums and Social Media Platforms but without any obligation to Customer nor its End Users.

5. Term, Termination and Suspension

   1. This Agreement will remain in effect until all of your subscriptions activated in accordance with this Agreement have expired or this Agreement is terminated by you or 1CQ (the “Term”). If you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period. The 1CQ policies available on the Site will remain effective and shall form an integral part of the Services during this Term.

   2. Subscriptions purchased by Customer commence on the start date specified upon payment and continue for the subscription term selected at the time of payment. Subject to compliance of this Agreement, termination provisions,1CQ policies, Customer’s payment obligation and regulatory requirements, your subscriptions shall automatically renew, as described in Section 3.

   3. You may refer to Section 1.5 for the modifications of the Services to your account.

   4. 1CQ may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within fourteen (14) days of us providing you with written notice (including notice by email). However, in the case of your non-payment (including in the event when your credit card cannot be charged), we may suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within seven (7) days of our notice to you. Notwithstanding the foregoing, we may immediately suspend or terminate your access to the Service without liability if you are in violation of the Acceptable Use Policy and the terms of this Agreement, as determined by 1CQ management in their sole discretion. We may also downgrade, suspend or terminate your access to the Service without liability, after providing you with thirty (30) days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 10.1 below, or (b) you do not log in to or otherwise use the Service for a period of one hundred eighty (180) days or more if you have a Paid Account and for a period of sixty (60) days or more if you have a free account. In the event this Agreement is terminated by 1CQ for reasons other than non-payment or your breach of this Agreement, Applicable Law or your violation of the Acceptable Use Policy or any other reason resulting from your (including your End Users) acts or omissions, 1CQ will refund to you any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. However, no refund will be granted for the then-current month nor for any cancellations made by you. Notice will be sent to the email address associated with your account.

   5. Effects of Termination. If this Agreement terminates, other than in instances where it is terminated by 1CQ for your non-payment or your breach of this Agreement, Applicable Law or violation of the Acceptable Use Policy breach of the terms of this Agreement or any other reason resulting from your (including your End Users) acts or omissions: (a) except as set forth in this Section, the rights and licenses granted by 1CQ to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that 1CQ may charge Customer for such extended access based on 1CQ 's then-current standard fees; and (c) 1CQ will delete any End User Accounts and Stored Data relating to Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so and if such notification is not given, upon 1CQ’s reasonable determination. 1CQ may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence. After such thirty (30) day period or if your subscription is terminated due to your non-payment or your breach of this Agreement or violation of the Acceptable Use Policy or any other reason resulting from your (including your End Users) acts or omissions, 1CQ shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of your Data contained in the 1CQ systems or otherwise in 1CQ’s possession or under 1CQ’s control.

   6. End User Accounts. If an End User violates this Agreement and/or the Acceptable Use Policy or uses the Services in a manner that 1CQ reasonably believes will cause it liability, then 1CQ may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then 1CQ may do so without notice to Customer. 1CQ will not be involved in any internal or external investigation conducted against End User. If 1CQ is required to provide any information or assist with any investigation, then Section 2.6 shall apply the same way as if it were Third Party Requests.

   7. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then 1CQ may automatically suspend use of the Services. 1CQ will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. In the event of a security breach, as defined by Applicable Law, by your End User, employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and shall notify the 1CQ team or your Reseller immediately of the breach and steps you will take to remedy the breach. Customer must consider Section 2.6 for any required involvement of 1CQ under this Section.

   8. If you integrate any program with 1CQ using our API, you must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by 1CQ. If this occurs, 1CQ reserves the right to throttle your API connections, or suspend or terminate the Services.

6. Indemnification.

   1. By Customer. Customer will indemnify, defend, and hold harmless 1CQ and the 1CQ Parties from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against 1CQ and the 1CQ Parties regarding: (a) Customer Data; (b) Customer Domains; (c) Third Party Requests and any type of investigations; (d) third party including Customer’s End Users and Administrators’ action, claim, demand, proceeding, or suit, or (e) Customer's, or Customer's End Users', use of the Services in violation of this Agreement.

   2. In no event will 1CQ nor 1CQ Parties have any obligations or liability under this Section 6 arising from: (a) use of any Services in a modified form or in combination with materials not furnished by 1CQ; and (b) any content, information, or data provided by Customer, End Users, or other third parties.

   3. Possible Infringement. If 1CQ believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then 1CQ may: (a) obtain the right for Customer, at 1CQ 's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If 1CQ does not believe the options described in this Section are commercially reasonable, then 1CQ may suspend or terminate Customer's use of the affected Services or Software, and to the extent permitted by applicable law 1CQ and 1CQ’s Parties’ sole remedy to Customer under this Section shall be limited to a pro-rata refund of prepaid fees for the Services or Software.

   4. General. Only the parties to this Agreement may seek indemnification or remedy under this Section. 1CQ may have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE REMEDIES ABOVE ARE 1CQ AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

7. Disclaimers.

   1. Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER 1CQ NOR 1CQ PARTIES MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES. 1CQ DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR APPROPRIATE TO CUSTOMER’S NEEDS AND BUSINESS REQUIREMENTS.

   2. Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) 1CQ, NOR 1CQ PARTIES NOR ITS RESELLERS WILL HAVE ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – THE CUSTOMER WILL USE THIS SERVICE AT THEIR OWN RISK.

8. Limitation of Liability.

   1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER CUSTOMER NOR 1CQ (NOR 1CQ PARTIES) WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF EITHER OF THE PARTIES KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

   2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, 1CQ 'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF US DOLLARS ONE HUNDRED ($100) OR THE OFFER OF FREE THREE (3) MONTHS SUBSCRIPTION (MONTHLY PAID ACCOUNT).

   3. Sole Recourse. Customer may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other 1CQ entity, the 1CQ Parties or 1CQ shareholders, directors, officers, principals or employees (“1CQ Persons”) to the extent that no direct contractual relationship exists between Customer, its End Users and any of the 1CQ Persons. Any claims under this Agreement may be brought against One Clique Systems FZ LLC (Dubai) on the basis that One Clique Systems FZ LLC (Dubai) is the party with whom Customer has contracted with. This Section shall apply to Customer’s End User whom shall not be entitled to any claim against 1CQ, 1CQ Parties and 1CQ Persons.

   4. Claims Limitation. Claims under this Agreement relating to the Services or otherwise can be made no later than three (3) months of the act or omission alleged to have caused the claim during the subscription term. Unless prohibited by Applicable Law, claims can only be made by customers who have activated or current Paid Accounts.

9. Governing Law and Dispute Resolution.

   1. Informal Resolution. Before filing a claim, 1CQ and Customer agrees to try to resolve the dispute by contacting the other through the notice procedures in Section 10.6. If a dispute is not resolved within thirty (30) days of written notice and provided the party making such a claim has provided the other with sufficient, accurate and complete information, Customer or 1CQ may bring a formal proceeding against the other in accordance with Section 9.3.

   2. Injunctive Relief. Either party may bring a lawsuit in the DIFC courts of for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and 1CQ consent to venue and personal jurisdiction there.

   3. Debt Collection. 1CQ and any member of the 1CQ Parties may proceed with any debt collection measures necessary in any jurisdiction against Customer if Customer has failed to make payment within sixty (60) days of receipt of invoice or payment request.

   4. Governing Law and Dispute Resolution. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF DUBAI INTERNATIONAL FINANCIAL CENTER (‘DIFC’) OF THE UNITED ARAB EMIRATES (‘UAE’) EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. Any dispute relating to this Agreement or the Services shall be resolved by the exclusive Courts of DIFC in the UAE.

   5. NO CLASS ACTIONS. Customer may only resolve disputes with 1CQ on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

10. Miscellaneous.

    1. Terms Modification. 1CQ may revise this Agreement from time to time and the most current version will be posted on the Site. If a revision, in 1CQ’s sole discretion, is material, 1CQ will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty (30) days of receiving notice of the change. Customer acknowledges that this Section, 1CQ’s refund policy and Section 1.5.3 must be read in conjunction with the other.

    2. Entire Agreement. This Agreement supersedes any prior agreements or understandings between the parties, and constitutes the entire Agreement between the parties related to this subject matter. All attachments to the Agreement, the Policies, if applicable, the Data Processing Agreement, Customer invoices, and Purchase Orders executed by the parties, are hereby incorporated into the Agreement by this reference.

    3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, (if and when applicable) then the Agreement. The terms and conditions of this Agreement will be considered the confidential information of 1CQ, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.

    4. Survival Sections. The following sections will survive expiration or termination of this Agreement: 2.6 (Third-Party Requests), 3 (Payment), 5 (Term, Termination and Suspension), 6 (Indemnification), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Governing Law and Dispute Resolution), and 10 (Miscellaneous).

    5. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable and the remaining provisions of the Agreement will remain in full effect.

    6. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to us must be sent to our legal team at [email protected], with a copy to the 1CQ Legal Department, One Clique Systems FZ- LLC, P.O. Box 73030, Dubai, United Arab Emirates.

    7. Waiver. A waiver of any default is not a waiver of any subsequent default.

    8. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of 1CQ. 1CQ may not assign this Agreement without providing notice to Customer, except 1CQ may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Under such circumstances 1CQ may provide notice to the Customers via email and/or via the Site.

    9. No Agency. 1CQ and Customer are not legal partners or agents, but are independent contractors.

    10. Subcontracting. 1CQ will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.

    11. Force Majeure. Except for Customer’s payment obligations, neither 1CQ nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

    12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

    13. Announcements. Unless otherwise agreed to by you and us, during the Term, we may disclose your name as a customer of 1CQ and/or subscriber of the Services, and you hereby grant 1CQ and 1CQ Parties and Reseller the right to display your name, company, and logo in our marketing materials and on our Site, in each case in accordance with any branding guidelines you may provide us with.

    14. Reseller. This Agreement does not cover the relationship between the Customers and the Resellers. A separate reseller terms of service will cover the obligations including payment terms directly with their own customers in their respective territory.

11. Definitions.

“1CQ Parties” means 1CQ and its affiliates, subsidiaries, resellers, distributors, agents, directors, employees, shareholders and investors.

"Acceptable Use Policy" means the 1CQ acceptable use policy set forth in the Privacy Policy.

"Account Data" means the account and contact information submitted to the Services by Customer or End Users.

"Administrator" means the Customer-designated technical End User who administers the Services to End Users on Customer's behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.

"Admin Account" means the administrative account provided to Customer by 1CQ for the purpose of administering the Services.

"Admin Console" means the online tool provided by 1CQ to Customer for use in administering the Services.

"Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.

“Applicable Law” means all applicable local, federal, national, and international laws, rules and regulations.

"Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

"Claim" means a claim by a third party, including a regulatory penalty.

“Customer” means the organization agreeing to this Agreement (these Terms) and may from time to time be referred to as ‘you’ or ‘your’.

"Customer Data" means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to the Services by Customer or End Users.

"Customer Domains" means Customer's Internet domain names.

"Data Processing Agreement" means the agreement with 1CQ related to compliance with EU Data Protection Laws.

"Effective Date" means the date this Agreement is accepted by Customer.

"End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.

"End User Account" means a 1CQ hosted account established by Customer through the Services for an End User.

"EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing EU Data Protection Directive (95/46/EC), and the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

"EU Standard Contractual Clauses" means the EU Standard Contractual Clauses with 1CQ for the transfer of personal data to processors incorporated into the Data Processing Agreement.

"Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

"Fees" means the amounts invoiced to Customer by 1CQ for the Services or other services provided under the terms of this Agreement.

“GST” means Gulf Standard Time, the time zone applicable for Dubai, United Arab Emirates.

"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

“Invoice” means the invoice issued by 1CQ for the Services or other services provided under the terms of this Agreement..

“Paid Account” means the paid Services available on the Site which have been paid by Customer.

"Personal Data, "Process," and "Processing"" have the meaning given to those terms in the EU Data Protection Laws.

“Policies” mean the Terms of Service, Privacy Policy and Acceptable Use Policy all of which are available on the Site.

“Reseller” means a company appointed by 1CQ for the purpose of offering the Services in different jurisdictions. Authorized Resellers will be listed on the Site from time to time.

"Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.

"Security Measures" means the technical and organizational security measures done by 1CQ from time to time.

"Services" means the services ordered by Customer and provided by 1CQ to Customer, which are described at https://1cliquesystems.com/monthly-pricing/ or other link that 1CQ may provide.

"Services Term" means the term for the applicable Services.

“Site” means the website www.1cliquesystems.com accessed by the End User and Customer for the use of the Services and access to the Policies and Terms of Service and any updates released by 1CQ from time to time.

"Software" means the client software provided as part of the Services.

“Social Media Platforms” means the social media platforms as defined in the Privacy Policy.

"Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.

"Subcontractor" means an entity to which 1CQ subcontracts any of its obligations or Services under this Agreement.

"Sub-processor" means an entity who agrees to Process Customer Data on 1CQ’s behalf, or on behalf of another 1CQ sub-processor, in order to provide the Services.

"Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, withholding or other tax, duty or other charge of any kind or nature excluding tax that is based on 1CQ 's net income, associated with the Services or Software, including any related penalties or interest.

"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.

"Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, requests from individuals, including End Users, to exercise their rights under EU Data Protection Laws, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.