"Company"; "Harbinger"; "us"; "we"; "our" shall mean Harbinger AI Inc., having its office at 16770, NE 79th Street, Ste 106, Redmond, Washington 98052 USA.
"Website" shall mean the sites, microsites and mobile applications owned, operated and managed by us.
"Member" shall mean customers (individuals or entities) of Harbinger for the purpose of accessing or using Website, Software and/or Services (availing the free or paid version) on B2B or B2C basis.
"User" shall include in its ambit users that are individuals that access the Website (“you”; “your”).
"User Account" shall mean the account that the User shall be required to create with the Website by providing the information sought by us, in order to use the trial and/or paid version of the Software.
1. Acceptance of Terms:
Welcome to the Website. This Website is owned by Harbinger AI Inc. Harbinger provides the Website to you, subject to the Terms. If you wish to use the Website, even if you only browse the Website, you must agree to these Terms. If you do not agree to the Terms, any use of the Website by you is unauthorized and you should stop accessing the Website immediately. Your continued use of the Website will constitute assent to these Terms. For ease of use, wherever the word Quillionz appears in this document, it will be read as Quillionz®. We may update the Terms periodically with or without notice to you. If you are using or accessing the Software and/or Services on the Website as an authorised User of a Member, you shall be bound by the provisions of the End User License Agreement (EULA) along with these Terms. Click here to view EULA.
If you are a Member using or accessing the Software and/ or Services on a B2B basis, you shall ensure that your authorised representatives use or access the Software and/or Services subject to the acceptance and continuous compliance of the Terms and the EULA.
2. Description of Services:
- During the Subscription Term (as defined below) and subject to the Terms, Harbinger hereby grants you and you hereby subscribe for/to, a non-exclusive, non-assignable, limited license to use, access download, and install the Software (as defined below) and/or Services (as defined below) for your internal use only
- Nothing herein contained shall be construed as granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder.
- These Terms shall govern your use of the trial version and/ or paid version of our proprietary software for learning management viz. Quillionz ("Software"). Quillionz develops tools, solution, information, video, audio, pictures, animation, digital conversion, questionnaire or the like on an automated basis for the User (the “Deliverables”) based on the content, information, data, text, blogs, write-ups, software, music, sound, photographs, graphics, video, messages or other materials uploaded or posted on the Website by the User (“User Content”) for effectively managing their learning projects (the "Services")
- The Website may offer access to certain ancillary services such as Harbinger guest blog programme, testimonials, newsletters, quotes wherein you may voluntarily submit information to the Website (in which case, such information would be included in the “User Content”).
3. Your Registration Obligations:
As a condition to using Services, you may be required to register with us and select a password and enter your email address. You agree to ensure that you shall provide Harbinger with accurate, complete, and updated registration information. You shall be responsible to maintain and promptly update your registration data like email, phone number, which you submit to us while signing up for the User Account. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of User's Account. Harbinger reserves the right to refuse registration of, or cancel a User Account of any User in its discretion. User shall be responsible for maintaining the confidentiality of User's account and password.
4. Subscription Term:
For free version (‘Quillionz’): The license to use, access and evaluate the Services is granted to you through our website, and shall be effective from the date of your subscription to the free version of the Services until your subscription is terminated in accordance with the Terms.
For paid version (‘Quillionz Pro’): The license to use, and access the Services is granted to you for a subscription period selected by you from our website ("Initial Subscription Term") and unless your subscription is terminated in accordance with the Terms, your subscription shall automatically be renewed for a period of similar duration as that of your Initial Subscription Period (each "Renewal Term"). The Initial Subscription Term and each Renewal Term shall be collectively referred to as the ("Subscription Term"). The Subscription Term shall be effective from the actual date of your subscription to the paid Services.
5. Subscription Fees (applicable to paid version):
In consideration of the Services provided under this Agreement by Harbinger, you agree to pay us the Subscription fees ("Subscription Fees") in the amount and for the Subscription Term, you have opted for and agreed to, on our Website. Unless you terminate your subscription any time before the end of your billing cycle, you authorize us to charge you the Subscription Fees for the next billing cycle, at the then applicable rates. Subscription Fees and other prices quoted are exclusive of applicable taxes. You shall pay all applicable taxes, duties, levies, and other similar charges (and any related interest and penalties) imposed, however, designated as a result of the existence or operation of this EULA (except for taxes on Harbinger’s net income).
7. Member Data:
You understand that all the User Content shared by you, and the Deliverables as may be provided by Harbinger, on the Website (whether in whole or in part shall be together referred to as the "Data"), shall belong to you for the purpose of this Agreement, irrespective of the author or the person from whom such Data has originated. You have the right to delete the Data at any point of time at your discretion. Harbinger does not control the User Content posted on the Website. Under no circumstances shall Harbinger be liable or responsible in any way for any Data, including for any errors or omissions in any Data, or for any loss or damage of any kind incurred as a result of the use of any Data posted, emailed, transmitted or otherwise made available via the Website. You understand and acknowledge that Harbinger reserves the right to edit, modify or delete any Data on the Website at any point of time at its sole discretion with or without notice to you. You understand and acknowledge that you post or share such User Content with the Website voluntarily on your own account and are solely liable for the originality, accuracy of such User Content. Harbinger shall not be responsible or liable for any such User Content shared, posted or submitted by you.
8. Copyright and Limited Right to Use
Subject to clause 2, you may only access and use the information for your personal purpose. You agree not to:
- reproduce, redistribute, duplicate, copy, sell, resell, lease, transfer, sub-license, publish or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website
- upload, post, email, transmit or otherwise make available any Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable
- decompile, disassemble, reverse engineer, and attempt to discover the Software's source code or otherwise reduce the Software to a human-perceivable form
- place the Software onto a server so that it is accessible via a public network
- export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which you obtained them
- use the Services for any purposes that potentially could cause or might result into any property damage, death, bodily injury or personal injury or any other hazardous application of the Services
- impersonate any person or entity
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Website
- upload, post, email, transmit or otherwise make available any Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements)
- upload, post, email, transmit or otherwise make available any Data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation
- upload, post, email, transmit or otherwise make available any material that contains software virus or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
- disrupt the normal flow of or otherwise act in a manner that negatively affects other Member’s ability to engage in real time exchanges
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website
- use automated scripts or programs to access or download pages, documents, images or any other content in the application other than the provided API
- intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of law
You acknowledge and agree that Harbinger may disclose the Data if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to:
- comply with legal process
- enforce the Terms
- respond to claims that any Data violates the rights of third-parties
- protect the rights, property, or personal safety of Harbinger, its Users and any member(s) of the public
10. Maintenance and Support:
We provide the necessary support to the paid Users through a web-based support system. We will take commercially reasonable efforts to provide you with the support to resolve all your queries within one working day
A Member may terminate the subscription to the paid Services, at any time, by selecting the “Cancel Account” link on our website. Please refer account info in profile section.
You agree that Harbinger, in its sole discretion and subject to compliance of the applicable laws, may terminate your User Account, subscription and/or use of the Website, and remove and discard any Data within the Website if Harbinger believes that you have violated or acted inconsistently with the letter or spirit of the Terms and you fail to correct the reported breach by Harbinger within 7 days from the date of receipt of such notice. Harbinger may also in its sole discretion and at any time discontinue providing the Website, or any part thereof, with notice to you. Further, you agree that Harbinger shall not be liable to you or any third-party for any termination of your access to the Website, any modification, suspension or discontinuance of the Services by Harbinger.
12. Links and third party advertisers (applicable to free version):
The Website may provide, links, advertisements, promotions of other products, services or resources of Harbinger or its affiliates. You understand and acknowledge that Harbinger shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with availability or non-availability of such products, services or resources, use of or reliance on any such links, advertisements or promotions available on or through any such site, advertisement or resource. You shall be solely responsible to access such links, promotions and/or advertisements.
13. Proprietary Rights of Harbinger:
You understand, acknowledge and agree that Harbinger is the sole owner of all rights, title and interest, including all intellectual property rights in the Website, the Software and any other software used in connection with the Website.
The name "Quillionz", “Quillionz Pro” and the Quillionz logo are registered trademarks of Harbinger and may not be used in connection with the products or services of any other person in any manner that is likely to cause confusion. All other trademarks not owned by Quillionz that appear on this Website are the property of their respective owners.
You understand and acknowledge that Harbinger uses third-party licenses and/ or open source tools in the Website, or in the maintenance thereof; that Harbinger is an authorised licensee of such third-party licenses and/or tools pursuant to the respective license sterms; and that Harbinger is compliant with the respective license terms of each of such licenses. You agree that by using the Software and/or the Services, you give us a permission and a limited license to use your name, or your company name and logo in self-promotional materials, web-page, proposal and similar matters and indicating you as our customer. In case you would like us not to use your name, trademarks, service marks, and/or logo on the Website, you can write to Harbinger’s grievance redressal email-address at email@example.com.
14. Disclaimer of Warranties:
You expressly understand and agree that:
- Harbinger does not warrant that the Site will be available at any given time, secure, accurate or free of error
- your use of the Website is at your sole risk and you assume the risk that the Website may provide incorrect information to you or your workers, as well as the risk that any material downloaded by you from the Website may cause loss of data or damage to your computer system. Harbinger makes no warranty of any kind with respect to user-generated User Content and/or Deliverables. THE WEBSITE AND/OR DELIVERABLES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HARBINGER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT.
- any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
- no advice, Deliverables or other information, whether oral or written, obtained by you from Harbinger or through or from the Website shall create any warranty not expressly stated in the Terms.
15. Indemnification; Limitation of Liability:
You agree to indemnify, defend and hold harmless Harbinger and its officers, directors, and employees (each, an “Indemnified Party”) from and against all claims, fines, suits, proceedings, causes of action, demands, or liabilities of any kind or of any nature arising out of or in connection with your violation of the Terms or for any unauthorised use of the Website or for any fraudulent credit card claims made by you.
You expressly understand and agree that Harbinger shall not be liable under or for contract, negligence, strict liability or other theory (even if Harbinger has been advised of the possibility of such damages) for (a) any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, (b) for direct or indirect loss, claims, liabilities, costs arising out of or related to or resulting from:
- the use or the inability to use the Website, due to downtime, server failure or otherwise
- unauthorized access to or alteration of your User Content or Data through your User Account
- statements or conduct of any third party on the Website; or
- any other matter relating to the Website
NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR ELSEWHERE, THE MAXIMUM LIABILITY OF HARBINGER UNDER THESE TERMS,
- IN CASE OF THE PAID VERSION SHALL NOT EXCEED THE SUBSCRIPTION FEES YOU HAVE PAID US IN THE PRECEDING ONE MONTH IN WHICH THE CLAIM AROSE, AND
- IN CASE OF FREE VERSION SHALL NOT EXCEED US$ 0.00 PER MEMBER.
THIS LIABILITY OF HARBINGER SHALL APPLY IRRESPECTIVE OF THE FORM AND NUMBER OF CLAIMS ARISING OUT OF THE USE OR ACCESS OF THE WEBSITE.
THE PARTIES INTEND THAT THE ABOVE LIMITATION OF LIABILITY SHOULD APPLY EVEN IF IT CAUSES ANY WARRANTY TO FAIL OF ITS ESSENTIAL PURPOSE.
16. Choice of Law and Jurisdiction:
This Agreement shall be construed and governed by the laws of State of Washington without regard to principles of conflict of laws.
Any dispute arising, between you and Harbinger, shall be submitted to the arbitration to be conducted in Washington, USA in English language, in accordance with the applicable rules of International Chamber of Commerce by a sole arbitrator, who shall be appointed by Harbinger and you mutually; and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts of competent jurisdiction for appropriate interim reliefs. Parties further agree that the courts in the State of Washington, USA shall have an exclusive jurisdiction over such disputes.
Waiver: The failure of Harbinger to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Severability: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.
General: You agree to use the Services at your own risk. If You have any questions, complaints or claims with respect to the Services or Software, you should contact to firstname.lastname@example.org.