Updated November 5, 2019
Welcome to QueryBot. The QueryBot Slack application and the https://dash.querybot.app website (hereinafter, the “Services”) are provided by Lavender Green (the “Company”), of 30042 Mission Blvd Suite 121 Unit #402, Hayward, CA 94544, pursuant to the following terms and conditions (“Terms of Service”). These Terms of Service govern you (the “User”) and your access to and use of the Services, so please read them carefully. Please do not install the QueryBot Slack Application or access the website if you do not agree to these terms. If you continue to use the Services, you will be deemed to have agreed to these Terms of Service.
“Affiliate” means any entity that is controlled by, in control of, or is under common control with a party to this Agreement, where “control” means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.
“Aggregate/Anonymous Data” means: (i) data generated by aggregating User Data with other data so that results are non-personally identifiable with respect to the unique individuals from which that data originated and (ii) anonymous learnings, logs and data regarding use of the Services.
“Confidential Information” means code, inventions, know-how, product plans, inventions, technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
“Content” means text, images, videos, data, code or other content that a User submits to the Company. Content may become public on the Services. A User should only provide Content that it wishes others to see. Content is not Confidential Information and User agrees that User’s submission of Content to the Company is a circumstance that supports that conclusion.
“User Data” means: Content and any other information collected by the Company about the User.
“Regulated Data” means: (i) any personally identifiable information (other than information about Authorized Users necessary to create user accounts); (ii) any patient, medical or other protected or regulated health information (including HIPAA-regulated data); or (iii) any government IDs, financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations (including data covered under the Gramm-Leach-Bliley Act or related rules or regulations).
“Services” means the QueryBot Slack Application and the QueryBot Dashboard website accessible at https://dash.querybot.app.
“Software” means any software, program, application, app or code downloaded from the Services that provides any of the services described in Section 5.
“Third Party Content” means content, data or other information or materials provided to the Company via third-party data providers.
“Third Party Product” means any application, integration, software, code, online service, system and/or other product not developed by the Company.
“User” means any individual or entity (including but not limited to corporations, limited-liability companies, partnerships and/or sole proprietorships) that accesses, views, loads or otherwise uses the Services, including but not limited to employees and contractors (such as media agencies or marketing consultants) who are acting for the benefit, or on the behalf of, such an individual or entity.
Other terms are defined in other Sections of this Agreement.
The mere act of visiting the Services constitutes assent to the terms contained in this recitation of the Terms of Service (hereinafter, the “Agreement”), even if you do not read the related legal documents, and even if you take no other action to indicate your assent. The Company conditions your right to access the Services on your acceptance of, and compliance with, these terms.
If you are using the Services on behalf of a company or any other entity, then the word “you” (and the word “User”) shall be read to include that entity. The act of visiting the Services on behalf of such a company or entity constitutes assent to bind that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement on behalf of yourself and any other entities on whose behalf you may be acting.
The Company may modify this Agreement at any time, and such modifications shall be effective fourteen days after posting the modified terms and conditions on the Services. You agree to review the Agreement periodically to be aware of such modifications, and your accessing or using the service constitutes your acceptance of the agreement as it appears at the time of your access or use. From time to time, the Company may offer users of the Services the opportunity to participate in additional features or services through the Services. You may be required to enter into additional agreements or authorizations before you can access such features or services.
Lavender Green provides the QueryBot Slack Application, which allows users to create interactive opt-in questions, surveys, and polls in their Slack workspace, and the QueryBot Dashboard, which allows users to create and manage a recurring subscription to the QueryBot Slack Application.
You grant to the Company a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of all of your User Data solely to the extent necessary for the Company to provide services to you and as otherwise provided below. For Content, this includes the right to publicly display and perform Content (including derivative works and modifications). This license continues even if you stop using the Services.
The Services and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, as depicted on the Services or obtained through the Services, including but not limited to the Software), are owned by the Company, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
The Company grants to you, subject to all terms and conditions of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services in accordance with this Agreement, for the term of this Agreement. Accessing the Services does not give you any other rights in that property (including but not limited to the Software). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services (or violate or infringe the aforementioned rights in any way), except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
You may store files that are automatically cached by your Web browser for display enhancement purposes;
You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication or distribution;
If we provide social media features with certain content, you may take such actions as are enabled by such features; and;
If you purchase the Software (or are otherwise legally permitted to obtain a copy of the Software), you may download one copy of the Software and store it at any location of your choosing, as may be necessary to obtain the services described in Section 5.
You must not (and must not allow any third party to):
Rent, lease, copy, transfer, sublicense or provide access to a third party;
Use the Services (or any portion thereof) for a third party’s benefit;
Disseminate the Company’s Confidential Information;
Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to, and/or associated with, the Services (and/or any Software), except to the extent expressly permitted by applicable law and then only upon advance notice to the Company;
Break or circumvent any security measures or rate limits for the Services;
Remove or obscure any proprietary or other notices contained in the Services;
Create a derivative work or modify copies of any materials from the Services (including but not limited to the Software) or use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text without the badge that clearly indicates the material is modified;
Delete or alter any copyright, trademark or other proprietary rights notices (and/or any other legal notices) from copies of materials from the Services (including but not limited to the Software);
Upload, use, or transmit any communications, content, or data of any type that violate applicable laws or regulations or that may infringe or violate any rights of any party;
Use the Services or Software for any purpose in violation of local, state, national or international laws;
Impersonate another person, misrepresent your affiliation with another person or entity, engage in fraud, or hide or attempt to hide your identity;
Use the Services or Software as a means to distribute advertising or other unsolicited material to any third party;
Use the Services or Software to post or transmit material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity; or
Attempt to disable, “hack” or otherwise interfere with the proper functioning, integrity, or operation of the Services or Software;
Access any unauthorized part of the Services;
Access any part of the Services, or any content or data therein, through any technology or means other than those intended by the Company and either (i) provided or (ii) authorized by the Company (including without limitation through technologies such as automated or non-automated “scraping,” “robots,” “spiders,” “offline readers,” or any system that sends more request messages to the Company’s servers than a human can reasonably produce in the same period of time);
Upload or transmit invalid data, viruses, worms, harmful code, malware, or other software agents;
Decipher or decrypt transmissions, circumvent any access, authentication or copy restrictions of, or otherwise attempt to compromise the security of the Company and/or the Services (including another user’s account);
Attempt to probe, scan or test the vulnerability of any part of the Services without proper authorization;
Attempt to modify, or gain unauthorized use of or access to, another user's account(s), website(s), application(s), system(s), equipment or data;
Collect or harvest any Personal Information, including account names, from any other user’s account;
Use the Services (or any other technology or information of the Company) in violation of any applicable law or regulation, including privacy laws in applicable jurisdictions;
Without limiting any other remedies available to it, the Company may in its sole discretion suspend or terminate access to the Services for violations of this Agreement.
You agree that the Company has the right to generate Aggregate/Anonymous Data from your data. You agree that this Aggregate/Anonymous Data is property of the Company, and that the Company may use such data for any business purpose during or after the term of this Agreement (including, without limitation, to develop and improve the Company’s products and services and to create and distribute reports and other materials). The Company agrees that it will not distribute Aggregate/Anonymous Data in a manner that personally identifies any Users.
The Company agrees to maintain technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing User Data on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect User Data from unauthorized disclosure. Beyond its express promise to provide the security described in this Section, the Company takes no responsibility and assumes no liability for any User Data.
The Company does not provide an archiving service and reserves the right to delete User Data no longer in active use. The Company expressly disclaims all other obligations with respect to storage.
If you own the intellectual property rights to any Content being displayed or distributed on the Services, and if that content is being displayed or distributed by another User in violation of those rights, please provide written notice to the Company at the address listed above (ATTN: U.S. Digital Millennium Copyright Act – Take-down Notice”), in compliance with the U.S. Digital Millennium Copyright Act, see 17 U.S.C. § 512, et seq. The Company will respond to such notices in accordance with the process set out in that Act.
You agree to pay all fees or amounts due, whether in relation to subscription-based services or otherwise, in U.S. dollars within thirty (30) days of any invoice date, unless a different currency or payment period is specified. The Company’s fees are exclusive of all taxes, and you must pay any applicable sales, use, VAT, GST, excise, withholding or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of the Company. You will make tax payments to the Company to the extent amounts are included in the Company’s invoices. Some users may have the option to pay by credit card. If the User is paying by credit card, the User authorizes the Company to charge fees and other amounts automatically to the User’s credit card without invoice. Overage fees (if any) may be charged in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law.
This Agreement is effective until it is terminated according to the procedures described herein.
Either party may terminate this Agreement if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). The Company may terminate this Agreement immediately and bar the User from the Services (i) if a User violates or fails to adhere to any of the obligations described above in Section 7, or (iii) the User engages in repeated violations of this Agreement.
Upon any expiration or termination of this Agreement: (i) your license rights shall terminate and you must immediately cease use of the applicable Services; (ii) you must delete any Confidential Information belonging to the Company in your possession or control and (ii) your right to access any User Data will cease and the Company may delete any such data in its possession at any time following termination. If the Company terminates this Agreement for cause, any payments will become due and must be paid immediately by you. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that such party remains responsible for any recipient’s compliance with the terms of this Agreement and these recipients are bound to confidentiality obligations no less protective than this Section.
These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
You agree to indemnify and hold the Company harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any breach by you of this Agreement. You also agree to defend the Company against these claims at the Company’s request, but the Company may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. You must not settle any claim without the Company’s prior written consent if the settlement does not fully release the Company from liability or would require the Company to admit fault, pay any amounts or take or refrain from taking any action.
You understand that the Company cannot and does not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SITE OR THROUGH THE SOFTWARE, OR ON ANY SITE LINKED TO EITHER.
YOUR USE OF THE SITE, ITS CONTENT (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE (INCLUDING THE SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-COMPANY SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM A USER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY USER BASED UPON THE SITE OR THE SOFTWARE.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES (INCLUDING BUT NOT LIMITED TO THE SOFTWARE), INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BUT IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS USAGE, THE COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED IN AGGREGATE FIFTY ($50) DOLLARS. TO THE EXTENT ANY OF THE ABOVE LIMIATIONS OF LIABILITY ARE PROHIBITED BY LAW, THE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT POSSIBLE.
The Services are intended for use by individuals older than 13 years of age. The Services are not designed for use by children 13 years of age and younger, and use of and access to the Services and the Software are conditioned on the Company’s understanding that you are over the age of 13. If you are 13 or under the age of 13, you should get the assistance of a parent or guardian to use the Services or the Software.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that the Company may assign this Agreement without consent to an Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
Any notice or communication under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices) to the Company at the following address, Lavender Green, 30042 Mission Blvd Suite 121 Unit #402, Hayward, CA 94544, and include “Attn. Legal Department” in the subject line. The company may send notices to the e-mail addresses on User’s account or, at the Company’s option, to User’s last-known postal address. The Company may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on the Services and/or through the Software. Each party hereby consents to receipt of electronic notices. The Company is not responsible for any automatic filtering that User or its network provider may apply to email notifications.
The Company may use subcontractors and permit them to exercise the rights granted to the Company in order to provide products and services under this Agreement. Subject to all terms and conditions herein, the Company will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance and quality of any goods and/or services provided as required under this Agreement.
Nothing in this Agreement prevents the Company from disclosing User Data to the extent required by law, subpoenas, or court orders, but the Company will use commercially reasonable efforts to notify any reasonably-affected User where permitted to do so.
The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
User is responsible for obtaining any required export or import authorizations for use of the Services. The User represents and warrants that it and its Affiliates are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. User must not access or use the Services in violation of any U.S. export embargo, prohibition or restriction, including those pertaining to military, or weaponry uses.
The Company makes available web-based support through its website (currently available at https://dash.querybot.app).
No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.
The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
All matters relating to the Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Alameda County, California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
If the User of the Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted in accordance with all duly-promulgated laws. All other use of the Services by such an entity (except for that expressly authorized by law) is prohibited unless expressly permitted via a written instrument.
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to email@example.com.