Queue Software Inc. (“Queue,” “we,” “us” or “our“) (provider of the DropsourceTM Software) has created a website at dropsource.com as well as related websites (collectively, the “Website” or “Site“) at which users can create software applications based on design inputs and obtain other helpful software resources.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU ACCESS OR USE THE WEBSITE OR PARTICIPATE IN OUR SERVICES. BY ACCESSING OR REGISTERING TO USE THE WEBSITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OUR WEBSITE OR REGISTER TO PARTICIPATE IN OUR SERVICES.
Your Agreement. These Terms govern: (i) your use of the Website; (ii) Registered Users’ receipt of, and participation in, Queue’s services offered through the Website, including those set out in Section 2 (Our Services; Overview) (collectively, the “Services“); (iii) Registered Users’ provision of content (collectively, “User Content“); and (iv) your use of information obtained through the Website, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress and other intellectual property owned by Queue or our licensors and made available to you through the Website or Services (collectively, “Queue Content“). Please read these Terms carefully as they impose legal obligations on you and on Queue, and establish our legal relationship.
While you can visit the Website and review a range of information about Queue and our Website and Services without registering, we require that you become a Registered User to use certain Services that we offer. As a Registered User, you will be prompted to re-confirm your agreement to be bound by these Terms during the registration process.
Our Services; Overview. The Website provides several resources for software developers. As a Registered User, you can (i) submit design elements and obtain functional source code for such elements via our “DropsourceTM Software“; (ii) share certain software through our Website marketplace (the “Queue Marketplace“); and (iii) download certain software offered by others though the Queue Marketplace. Each Registered User will only be granted access to the Website to the extent appropriate for her or his relationship with Queue, and only in accordance with Section 6.2 (Grant of Rights to Registered Users).
Additional Terms. If you are a Registered User and you wish to access and use our DropsourceTM Software, we require you to agree to the terms of the Queue end user license agreement (the “Queue EULA“) and our order terms (the “Order Terms“). Before you access the DropsourceTM Software, you will be presented with the Queue EULA and Order Terms, and required to confirm your agreement to be bound them by clicking an “I Accept” (or equivalent) button. In addition, we may from time to time require you to accept additional terms before accessing other Services on our Site such as our Marketplace Agreement (the “Additional Terms“).
Obtaining a Password; Protecting Your Password. Only Registered Users who have a valid password are authorized to access the password-protected areas of the Website. Registered Users must keep in mind that we will treat anyone who uses their email address and password as that user. We will provide this individual with all of the rights and privileges that we provide to that Registered User, and we will hold that Registered User responsible for the activities of a person using the Registered User’s password. We therefore recommend that Registered Users maintain their password in confidence, and that they refrain from disclosing this information to anyone who might “pretend” to be that Registered User with respect to the Website and their participation in the Services. We also ask that Registered Users notify us immediately if they suspect that someone is using their email address and/or password in this or any other inappropriate manner.
Ownership; Reservation of Rights. The Website, Services and associated Queue Content are the property of Queue and our licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Queue and our licensors retain all rights with respect to the Website, Services and Queue Content except those expressly granted to you in these Terms.
Grant of Rights.
- Grant of Rights to Site Visitors. As a Site Visitor, subject to your compliance with these Terms, you are granted the right to access our Website solely for your personal, non-commercial use. You may not (i) access, view, modify or otherwise use any portion of our Website not made expressly accessible to you, or (ii) modify, copy, distribute or otherwise use the Website, Queue Content or Services without our express permission.
- Grant of Rights to Registered Users. As a Registered User, subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Website solely for your personal or your Organization’s (a) internal use of the Services, and (b) to make and publish tutorials about the use of the Website, both provided that you shall not: (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Website or the Services to any third party; (ii) modify or make derivative works based upon the Website, Queue Content, or Services; or (iii) reverse engineer, reverse compile, or access the Website or Services in order to build a competitive product or service. You may access and view certain password-protected areas of our Website for use solely in conjunction with the Services and as provided in these Terms, and you may not otherwise modify, copy, distribute, or otherwise use the Website, Queue Content or Services. The extent of your access to the Website and Services will be in our sole discretion and depend in part on fees paid to Queue.
- Duration of Rights for Registered Users. As a Registered User, you will continue to enjoy your rights under Section 6.2 (Grant of Rights to Registered Users) for as long as established in the EULA, unless your password is revoked or suspended, as set out in Section 11 (Monitoring; Revocation or Suspension of Use Privileges).
Registered User Grant of Rights.
- User Content. By submitting UserContent, you grant Queue a perpetual, royalty-free, irrevocable, worldwide, transferable and sublicensable right to use, copy, reformat, index, modify, display and distribute your UserContent for the purposes of providing our Services and for Queue’s other business purposes. No compensation will be paid with respect to Queue’s use of your UserContent.
- Rights/Permissions You Must Have in Your User Content. By submitting UserContent, you represent and warrant that you have sufficient authority and rights to post such User Content, and to provide the grant of rights to us in Section 7.1 (User Content).
- Grant of Rights to other Users in Your User Content. By posting your User Content in areas of the Website accessible by others, you agree to allow your User Content to be used, displayed, and accessed through the Website by others accessing the Site.
- Right to Decline User Content. We expressly reserve the right to refuse to use, remove, or disable User Content that we conclude, in our sole discretion, violates these any agreement between you and us (including, but not limited to, these Terms), or is incompatible with the purposes of the Website and our Services.
- Registered User Comments/Feedback. Our Website may allow Registered Users to provide comments or feedback regarding our Website and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Website and our Services.
Marketplace. We offer a Marketplace through which users can view, upload and download software development resources, depending on your level of granted access.
- Access to Marketplace. Your access to and use of our Marketplace depends on your relationship to the Website. If you are a Site Visitor, you are permitted to view and search for content on our Marketplace. However, in order to upload, download or otherwise use content on the Marketplace, you must be a Registered User.
- Rights in Your Marketplace Content.If you upload content to the Marketplace (“Your Marketplace Content“), you hereby grant to Registered Users and Site Visitors the right to search for and view details about Your Marketplace Content. You further grant Registered Users the right to access and use Your Marketplace Content for their internal software development purposes. You represent and warrant that you have sufficient authority and rights to post Your Marketplace Content and provide the grant of rights in this Section 8.2 (Rights in Your Marketplace Content).
- Disclaimer.All content that you access via the Marketplace, including the User Content of other users, is provided “as is” and Queue expressly disclaims all warranties, express or implied, with respect to such content, including the warranties of merchantability, fitness for a particular purpose, and non-infringement.
Code of Conduct. As a condition to your use of the Website and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
- Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invades the privacy of any third party, contains nudity or pornography or is otherwise objectionable (in Queue’s sole discretion).
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.
- Infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images and text in electronic form – can easily be copied, modified and sent over networks (such as the internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner’s permission or without a legitimate “fair use” justification for the transmittal.
- Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
- Use the Website to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.
- Use the Website in a manner that could disable, overburden or impair the Website or Services or interfere with any other party’s use and enjoyment of the Website and Services, such as through sending “spam.”
- Use the Website to test or reverse engineer the Website or the Services in order to find limitations, vulnerabilities or to evade filtering capabilities.
- Seek to obtain access to any materials or information – through “hacking”, “data harvesting” or through other means – that we have not intentionally made available to you through the Website.
- Use the Website for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
Links to Third-Party Sites. The Website may contain links to third party websites or widgets that are sourced from third parties (collectively, “Linked Sites“). Queue has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions or materials available on Linked Sites. Queue does not endorse the content of any Linked Site, nor does Queue warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Website to access a Linked Site, you agree and understand that such use is at your own risk.
User Disputes.Queue is not responsible for and is not liable for the User Content or conduct of Registered Users and Site Visitors. You are solely responsible for your User Content, conduct, and interaction with other Registered Users and Site Visitors, both online or offline. We have no obligation to become involved in disputes between Registered Users and Site Visitors. If you have a dispute with one or more Registered Users or and Site Visitors, you release Queue (and our officers, directors, agents, employees, subsidiaries and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
Warranty Disclaimer.QUEUE DOES NOT PROMISE THAT THE WEBSITE, SERVICES OR CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT YOU WILL OBTAIN SPECIFIC RESULTS FROM YOUR USE OF THE WEBSITE, SERVICES OR YOUR USE OF ANY CONTENT, SEARCH OR LINK ON IT. THE WEBSITE, SERVICES AND CONTENT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE WEBSITE, SERVICES AND CONTENT, YOU DO SO AT YOUR OWN RISK. QUEUE DOES NOT REPRESENT OR WARRANT THAT MATERIALS YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.
QUEUE EXPRESSLY DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE WEBSITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE, SERVICES AND CONTENT IS AT YOUR SOLE RISK.
Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL QUEUE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WEBSITE, SERVICES OR QUEUE CONTENT. IN NO EVENT SHALL QUEUE’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO QUEUE FOR THE SPECIFIC SERVICES UPON WHICH THE CLAIM IS BASED.
Indemnity. You agree to defend, indemnify and hold Queue and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to (i) your breach of these Terms; or (ii) a dispute between you and another user.
Contact for Alleged Copyright Infringement. Queue respects the intellectual property rights of others and requires that its users do the same. If you believe that content on the Website or other activity taking place on the Website constitutes infringement of a work protected by copyright, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the “DMCA“) to respond to such concerns, as follows:
Phone – 919-301-8385
E-mail – email@example.com
Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.
Modifications to these Terms. We may modify and change these Terms over time. We will not “retroactively” change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of the current Terms for your records.
Assignment. These Terms shall not be assignable by you, either in whole or in part. Queue reserves the right to assign its rights and obligations under these Terms.
General.These Terms shall be governed in all respects by the laws of the State of North Carolina without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in, the state and federal courts sitting in the judicial district that includes Raleigh, North Carolina. The parties further agree that any cause of action arising under these Terms shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Queue’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Queue and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.
Survival. The following provisions shall survive the termination of these Terms and shall apply indefinitely: (i) Section 5 (Ownership; Reservation of Rights); (ii) Section 8 (Electronic Communications); (iii) Section 13 (User Disputes); (iv) Section 14 (Warranty Disclaimer); (v) Section 15 (Limitation of Liability); (vi) Section 16 (Indemnity); (vii) Section 19 (Assignment); (viii) Section 20 (General); and (ix) Section 21 (Survival).
Relationship to Additional Terms.
- Additional Terms.To the extent these Terms conflict with additional terms that we require you to accept before using certain Services, those additional terms shall control.
Contact Us. If you have any questions about these Terms, the practices of this Website, or your dealings with Queue, please contact us at:
Effective Date. The effective date of these Terms is March 4, 2016.
Copyright and Legal Notice. Copyright © 2016 Queue Software Inc. All Rights Reserved.