TQS CUSTOMER AGREEMENT
These terms were last updated on September 19, 2024.
This TQS Customer Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between you or the entity you represent (“Customer,” “you,” or “your”) and Team Quality Services, Inc. and its subsidiaries and affiliates (collectively, “TQS,” “we,” “us,” or “our”). Customer and TQS are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Together with these terms and conditions, this Agreement also incorporates your Order(s) (as defined below) and any attachments, supplements, exhibits and annexes hereto or to an Order. This Agreement is the only terms governing the sale and/or provision of services by us to you.
The “Effective Date” of this Agreement will take effect the earlier of (i) when you sign or execute an order, quotation, statement of work, or work order referencing this Agreement (an “Order”), or (ii) when you use any of our Services. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1. Performance & Scope of Work
Subject to the terms and conditions of the Agreement and your payment of all applicable fees, we will provide you certain services as specified in your Order (the “Services”).
Unless stated otherwise in an Order, the Services will be provided in accordance with the applicable version of our “Standard Scope of Services”, which can be found at teamqualityservices.com/terms and are hereby incorporated by reference.
If there are any changes to the scope, complexity, or volume of the services to be provided by us, we reserve the right to propose updated fees to accommodate the change in scope and workload. In this event, if you do not accept the updated fee(s), we will have the option of terminating the Order. For the avoidance of doubt, such changes may include, without limitation, an increase in the volume of parts we service, a change in the type or complexity of parts we service, a change in the overall quality of parts we service, or a change in the supply chain, logistics, material flow, or handling requirements of the parts we service.
2. Fees and Payment
2.1 Fees. You shall pay for all Services performed by us and invoiced by us to you in accordance with the rates, fees, and payment terms stated on the Order.
2.2 Expenses. Any miscellaneous expenses or mileage will be approved in advance by you, unless agreed to in an Order. You are responsible for all miscellaneous expenses, including, without limitation, transportation, lodging, training, and required tools and equipment. Meal per diems will be charged to you and will be specified by us if required. Any applicable mileage charges will be based on the standard mileage rate established by the Internal Revenue Service (or a comparable government authority when the Services are conducted outside of the United States).
2.3 Taxes. All fees are exclusive of all applicable taxes, levies, and duties, and you shall be responsible for their payment, excluding taxes on our net income. If we are obligated to collect applicable taxes, we will include them on our invoice to you, and you will pay all such amounts to us unless you timely provide us with a valid tax exemption certificate. Each party will timely provide the other with any documents and information as may be required under, or to comply with, applicable tax laws and regulations.
2.4 Late Payment; Non-Payment. If we do not receive any fees you owe us by the due date specified on the invoice, those fees shall accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. You shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees and court costs. In addition to all other remedies available under these terms or at law (which we do not waive by the exercise of any rights hereunder), we shall be entitled to suspend our performance if you fail to pay any amounts when due as invoiced. You shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with us, whether relating to our breach, bankruptcy or otherwise. Non-payment of any fees for the Services or of any other amounts due by you to us is a material breach of this Agreement.
2.5 Purchase Orders. You acknowledge that if your payment processes require the use of approved purchase orders to procure services that an approved purchase order will be required and issued for the Order upon execution, and immediately provided to us. Failure to provide a purchase order will not limit your obligations under the Agreement.
2.6 Fee Changes. From time to time, we may change our fees. You will be notified at least 30 days in advance before we apply any fee changes to your Services. Unless otherwise set forth in an Order, such changes will not affect the prices for Services during the then-current subscription term and will become effective upon your next automatic renewal. If you do not accept the updated fee(s), we will have the option of terminating this Agreement or continuing under the prior rates.
2.7 Currency. Unless otherwise expressly indicated, all amounts are in United States dollars.
2.8 Discounts and Promotions. If you fail to remain in good payment standing with us (e.g., have an overdue account balance), you may forfeit any discounts or promotional pricing for which you previously qualified or received (including, without limitation, volume-based discounts or other promotional pricing).
2.9 Payment via Credit Card. Should you choose to pay invoices via credit card payment, you will be subject to an additional payment processing fee of 3% of the gross invoice amount.
3. Term and Termination.
3.1 Term. If an Order bears an end date, termination date, or completion criteria for the Services, the Order will terminate at 11:59 PM ET of the specified end date or of the date on which the completion criteria are met. If an Order does not specify an end date, termination date, or completion criteria for the Services, it is considered an ongoing subscription (see Section 3.2). The Agreement will remain in full force and effect until all applicable Orders incorporated into the Agreement have been completed, cancelled, expired, or terminated as provided below.
3.2 Subscription Services. Unless an Order explicitly specifies an end date, termination date, or completion criteria for the Services, the Services will be considered an ongoing subscription.
3.2.1 Initial Commitment Period. Subscriptions shall continue in full force and effective for the “Initial Commitment Period” set forth on the Order. For the avoidance of doubt, the Initial Commitment Period may also be listed on the face of the Order as the “Initial Commitment Term”, “Initial Commitment”, “Commitment Term”, or “Contract Term”. Multiple Orders may have different Initial Commitment Periods. If an Initial Commitment Period is not set forth on the Order, the Initial Commitment Period will be considered one (1) calendar year.
3.2.2 Renewal Term. Upon the expiration of the Initial Commitment Period, the Agreement shall automatically renew for successive periods (each a “Renewal Term”), unless either Party provides written notice of non-renewal at least fifteen (15) days prior to the end of the Initial Commitment Period or of the applicable Renewal Term. If a Renewal Term is not specified on the face of the Order, the Renewal Term will be considered one (1) month. Multiple orders may have different Renewal Terms. This Agreement will remain in effect until the Agreement has been terminated (see Section 3.3).
3.3 Termination. Either party may terminate the Agreement (i) by sending a notice of non-renewal as provided above, (ii) if the other party has materially breached this Agreement, upon written notice to the breaching party of the breach and, if such breach is curable, an opportunity to cure of at least 30 days, or (iii) upon written notice to the other party if the other party becomes the subject of a petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If you materially breach this agreement, we may, without limitation of other rights and remedies, temporarily suspend or terminate your access to the Services or withhold further performance of our obligations under this Agreement.
3.4 Cancellation of a Subscription. If you terminate subscription-based Services (including on-site quality representation services) within the Initial Commitment Period, you may use the Services until the end of the Initial Commitment Period and your Services will not be renewed after that period expires. However, you will not be eligible for a prorated refund or credit of any portion of the fees for the Initial Commitment Period, and you will remain responsible for the fees for the entirety of the Initial Commitment Period. If you terminate subscription-based Services (including on-site quality representation services) after the Initial Commitment Period, you may use the Services until the end of the then-current Renewal Term and your Services will not be renewed after that period expires, provided you provide notice of non-renewal in accordance with Section 3.2.2. However, you will not be eligible for a prorated refund or credit of any portion of the fees for the then-current Renewal Term, and you will remain responsible for the fees through the end of the then-current Renewal Term.
4. Confidentiality and Data Security
4.1 Confidential Information. The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Discloser”) to the other Party (the “Recipient”) to certain Confidential Information, which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s products, business and operations. The Receiving Party’s obligations only extend to Confidential Information that: (i) is clearly marked in a conspicuous place with an appropriate legend identifying the information as confidential at the time of disclosure, (ii) is unmarked (e.g., disclosed orally or visually) but is identified as confidential by the Disclosing Party at the time of disclosure and is confirmed in a writing delivered to the Receiving Party within ten (10) calendar days after such disclosure, or (iii) reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. In no event shall our use or disclosure of information regarding or relating to the development, improvement, or use of any of our products be subject to any limitation or restriction. All Confidential Information shall remain the property of the Discloser.
4.2 Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorized to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser’s Confidential Information; and (v) information that was authorized for release in writing by the Discloser.
4.3 Confidentiality Obligations. The Recipient shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants, and representatives who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement [ and who are under confidentiality obligations no less restrictive as this Agreement]. The Recipient shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants, and representatives. Recipient shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Recipient shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the Discloser’s Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Discloser. The Recipient shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.
4.4 Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice thereof (unless requested or ordered not to do so by law enforcement or a court) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure. If disclosure is nonetheless required, the Recipient shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
4.5 Unauthorized Use or Disclosure of Confidential Information; Relief. In the event the Recipient discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify the Discloser, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take any and all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Discloser for which there may be no adequate remedy at law. In such event the Discloser shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.
4.6 Return of Confidential Information; Survival. Recipient shall promptly return or, at Discloser’s option, certify destruction of all copies of Confidential Information at any time upon request or within thirty (30) days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, Recipient’s obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement.
5. Intellectual Property.
5.1 You acknowledge that the technology, software, processes, and knowhow used by us is confidential and proprietary. Our technology, software, processes, and knowhow specifically include, but are not limited to, our Qnet™ application. You agree not to divulge to any third party any information about our business that may become available to you as a result of its course of dealings with us. You shall not, directly or indirectly, attempt to duplicate or reverse-engineer our technology, software, processes and knowhow or in any other manner attempt to misuse or misappropriate any of our trade secrets or intellectual property.
5.2 Any design, invention or other information developed by us in the performance of the Agreement will remain the property of us, whether or not we charge for design, research, development, testing, or similar services. Any patentable or trade secret features developed by us will be the property of us and we will be under no obligation to refrain from using in its business any information, manufacturing processes or unpatented disclosures which we develop in the performance of the Agreement.
5.3 Any Intellectual Property owned or licensed by us and used by us in connection with the performance of our obligations of this Agreement will remain the exclusive property of us. Nothing in this Agreement will be deemed to grant you any license or any other rights in such Intellectual Property. The term “Intellectual Property” includes without limitation all of the following: (i) inventions, discoveries, patents, patent applications and all related continuations, divisional, reissue, utility model, design and process patents, applications and registrations thereof, certificates of invention; (ii) works, copyrights, registrations and application for registration thereof; (iii) computer software programs, data and documentation; (iv) trade secrets, confidential information, know-how, techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; and (v) all other proprietary rights relating to the foregoing.
5.4 The parties acknowledge and agree that a breach of Section 4 or Section 5 would result in irreparable damage to the non-breaching party, and, without limiting any other remedies under this Agreement or other law, both parties agree that the duty to maintain the confidentiality of the Confidential Information may be enforced by a temporary restraining order, temporary injunction, or permanent injunction restraining violation thereof without the necessity of proving actual damage or posting any form of bond or security. The covenants contained in this section shall survive the termination or expiration of this Agreement.
6. Limited Warranty.
6.1 Our Warranty. We warrant that we will perform the Services in a workmanlike manner and in accordance with industry standards.
6.2 Remedies. If you notify us in writing that the Services do not conform with any of the warranties in Section 6.1, we will use commercially reasonable efforts to investigate and correct any such non-conformance promptly. You will use commercially reasonable efforts to mitigate any damage as a result of such non-conformance. Subject to your right to terminate this Agreement for cause, this Section 6.2 constitutes your sole and exclusive remedy for breach of the warranties in Section 6.1. Should you exercise your right to terminate the Services, your will remain responsible for any fees and billing incurred up to the date of written notification of termination.
6.3 DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT. WE, ON BEHALF OF OURSELVES, OUR AFFILIATES AND LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS, OR THAT THE SERVICE WILL PRODUCE ERROR-FREE MACHINE-GENERATED ANALYSES, BENCHMARKS OR INSIGHTS.
7. Indemnification
7.1 Our Indemnity Obligations. Subject to the limitations set forth in Section 8, we shall indemnify and save harmless you from and against those losses, claims or damages or other costs of any nature or kind whatsoever caused by the gross negligence or willful misconduct of us arising directly or indirectly out of the Services provided by us.
7.2 Your Indemnity Obligations. You shall indemnify and save harmless us from and against all losses, claims, damages or other costs of any nature or kind whatsoever arising directly or indirectly out of (i) the Services provided by us (except in the case of gross negligence or willful misconduct of us); (ii) the negligence or intentional misconduct of you, your members, employees and agents; (iii) a breach or non-fulfillment of any covenant or undertaking by you in this Agreement, (iv) your acts or omissions (except in the case of gross negligence or willful misconduct of us). Such indemnity shall include, but not be limited to, reasonable out of pocket expenses, attorney fees, court costs and other expenses of investigation, litigation and settlement of any such claim.
8. Limitation of Liability
8.1 IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY YOU OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU OR US, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.2 IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID TO US FOR SERVICES PROVIDED HEREUNDER FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF SUCH CLAIM ARISES DURING THE FIRST 12-MONTH PERIOD OF THIS AGREEMENT, DURING SUCH PERIOD.
8.3 The limitation of liability set forth above shall not apply to our failure to meet our obligations set out in Sections 4, 7, and 9.10. This Section shall survive the termination of this Agreement.
9. General Provisions
9.1 Customer Property. If you issue, provide, or make available any tools, equipment, or other property to us or our employees, our liability for any loss, theft, or damage to such property shall be limited to $1,000 per incident or occurrence. In the event that any of your property is lost, stolen, or damaged by us, you must provide us verification of the replacement or repair cost of the affected property. Additionally, you will remain solely responsible for the maintenance, calibration, and compliance of any such property.
9.2 Non-solicitation. Throughout the term of the Agreement and for a period of one (1) year thereafter, and in accordance with applicable laws, you agree that you will not employ or solicit for employment any employee now or hereafter employed by us to represent or work with you, or otherwise induce or entice any such employee to leave our employment to work for, consult with, or lend assistance in any way to you in a capacity competitive to us. You acknowledge that a breach or threatened breach of this provision will give rise to irreparable injury to us and that money damages may not be adequate relief for such injury. Accordingly, you agree that you shall pay to us, as liquidated damages for such breach and not as a penalty, an amount equal to thirty percent (30%) of the employee’s total annual estimated compensation as an employee or subcontractor of you, and that we may obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to prove actual damage or post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available.
9.3 Compliance with Laws. Each party shall comply with all applicable laws and regulations in relation to the Services, including labor, anti-discrimination, anti-bribery, anti-corruption and tax evasion laws, provided, however, that our compliance with the Health Insurance Portability and Accountability Act of 1996, as amended, requires a separate written agreement by us. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with such laws and regulations. Each party represents that it and its affiliates are not named on any denied-party (or similar target sanctions) list. Any breach of this section is a material breach of the Agreement.
9.4 Unfair Competition. You may not use the Services or any materials or software access provided by us to build a competitive product or service or to benchmark with a non-TQS product or service.
9.5 Feedback. You may, but are not required to, provide us with ideas, suggestions, requests, recommendations or feedback about the Services (“Feedback”). If you do so, you grant us a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.
9.6 Assignment. You may not assign this Agreement without our prior written approval. We may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of TQS’ equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void.
9.7 Entire Agreement. This Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Certain Services, Orders or promotions may be governed by additional terms, and, when agreed to by you, such terms will become part of this Agreement. The terms of the Agreement prevail over any of your general terms and conditions of purchase regardless of whether or when you submit its purchase order or such terms. This Agreement shall control and prevail over any terms contained in your purchase orders or production releases. Fulfillment of your Order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these terms.
9.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect.
9.9 Independent Contractor Relationship. Each party is an independent contractor to the other party, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, employee, joint venture or legal partner of the other.
9.10 Employer Responsibility. We agree to pay our assigned employees’ wages and provide them with the benefits that we offer to them; pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving our assigned employees. If we fail to do these things, then we must defend, indemnify, and hold you and your parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees).
9.11 Waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. Rights may only be waived in writing signed by the waiving party.
9.12 Force Majeure. We shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers.
9.13 Order of Precedence. In the event of any express conflict or inconsistency, the order of precedence shall be: (i) your Order; (ii) these Agreement terms and conditions (including any annexes or exhibits hereto).
9.14 Modification. We may modify these terms and conditions at any time by posting a revised version on our website (teamqualityservices.com/terms) or by otherwise notifying you in accordance with Section 9.18. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check our website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
9.15 Publicity. We shall have the permission to use your name and logo in identifying you as a client of TQS as long as the Agreement is in effect. However, neither party, without the express written consent of the other party, may divulge the terms of the Agreement or make any public statement about the specifics of the Services performed hereunder.
9.16 Governing Law; Dispute Resolution. The validity, construction and application of the Agreement will be governed by the internal laws of the State of Indiana, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in DeKalb County, Indiana. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in DeKalb County, Indiana. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
9.17 Attorney’s Fees. If any suit or action shall be instituted by either party to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the losing party, in addition to statutory costs, its reasonable attorney’s fees incurred in such suit, action, or any appeal therefrom.
9.18 Notices. We may provide any notice to you under this Agreement by: (i) posting a notice on our website; (ii) by posting a notice on the our web or mobile applications, including Qnet™; or (iii) sending a message to the email address then on file for you. Notices we provide by posting on our website will be effective upon posting and notices we provide by email will be effective when we send the email. You assume responsibility for keeping your current email address on file. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. You may provide notice to us under this Agreement by emailing legal@teamqualityservices.com. Notices to us by email transmission will be effective three business days after they are sent.
9.19 Interpretation. Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. The Agreement shall not be interpreted against the drafter.
9.20 Survival. All representations, warranties, indemnities and other obligations set forth herein that explicitly survive, or by their nature or context are intended to survive termination, completion, expiration, or cancellation of this Agreement shall survive, including, without limitation, the rights and obligations set forth in Sections 4, 5, 6, 7, 8, and 9.