Website Terms Agreement

The following Website Use Agreement (“the Agreement”) describes the terms under which Qencode, Inc. (“Provider”), the owner and operator of the website qencode.com (“Website”) offers a user (“you”) access to the content and services at Website (collectively the “Services”).

This Agreement constitutes a binding contract. By downloading or uploading any content from or to Provider’s servers, or otherwise using Services in any manner, you are agreeing to be bound by the terms of this Agreement. You must accept and abide by these terms as presented to you; changes, additions, or deletions are not acceptable, and Provider may refuse access to Services for noncompliance with any part of this agreement.

  • 1. Your Media. As used in this Agreement, the term “your media” means any and all text, video, photographs, graphics, images, music and sound that you have uploaded to Provider’s servers. Provider claims no intellectual property rights over your media. You can delete your media and modify and/or remove associated content at your discretion. You understand and agree that Provider is not responsible for the loss of your files in case of a severe technical issue (servers crashing, hosting crashing).
  • 2. Your Information. As used in this Agreement, the term “your information” means any information you provide to Website or other users in using Services, including in any registration process, in any public message area or through any email, messaging, or sharing feature. Except as set forth in the Provider’s Privacy Policy as may be established from time to time, your personal information (such as name and email address) will be deemed to be confidential.
  • 3. Website Definitions. Throughout Website, Provider uses terminology, which has the following meaning for all purposes:
    • a. “Billing Month” is a period between two a given day (“starting day”) of a calendar month and an identically numbered day (“ending day”) of the subsequent calendar month, provided however that if the subsequent month lacks an identically numbered day (e.g. the subsequent month is shorter), then the ending day for such month shall be deemed its last day. As used in this Agreement, any day is deemed to start at midnight and end at subsequent midnight.
    • b. “Project” means the bundle of Services offered to you for a particular purpose.
    • c. “Available Minutes” is the total number of minutes that a given Project can use during a billing month.
    • d. “Usage Minutes” is the sum of all minutes used by a single Project used during a billing month.
    • e. “Downtime” is the total accumulated Usage Minutes when the cloud transcoding service is unavailable. A minute is considered unavailable for a given Project if the Project has no External Connectivity during the minute.
    • f. “Monthly Uptime” for the cloud transcoding service is calculated as Available Minutes less Downtime divided by Available Minutes in a billing month for a given Qencode subscription.
  • 4. Services.
    • a. Services Provided. Provider offers transcoding services, namely the direct digital-to-digital conversion of one encoding to another. Other services may be subsequently added.
    • b. Data Protection. Your media and your information are protected through the use of data protection systems, which are deemed reasonable and acceptable according to the industry standards. Provider will take all reasonable measures to prevent your media and your information from becoming or being accessible to the public. Your information and your media may be accessed by employees and/or agents of Provider exclusively for the purpose of assisting you with the resolution of customer service issues.
    • c. Information Control. Provider does not control the content uploaded, provided, and/or processed by you and other users. You must use caution and common sense when using Services. You understand that, by using Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, or content that may be inaccurate, or deceptive. You agree to use Services at your sole risk and that Provider shall have no liability to you of any kind for content whether that of Website or third parties, that may be found to be offensive, indecent, or objectionable, inaccurate or deceptive, in any manner.
  • 5. Privacy. All your personal information is protected and private, subject to additional terms and conditions set forth in Provider’s Privacy Policy.
  • 6. Registration for Services.
    • a. Registration. Services shall not be provided until you complete registration with Provider. Provider retains the right to change or supplement registration process. In addition, as a condition of maintaining your access to Services, you may be required to update your registration information and/or provide such additional information as may be deemed reasonable and necessary by Provider, in the exercise of its absolute discretion.
    • b. Login. Upon registration for Services, you will choose a login and a password. Only one login per account is permitted. You may not open and/or maintain multiple accounts. Unless a written request is made to and approved by Provider, a business entity and/or a family may maintain only one account, irrespective of the number of employees/family members who access such account.
    • c. Password. You are solely responsible for maintaining the confidentiality of your password. Provider recommends that you choose one that is at least eight (8) characters in length and a mix of numbers and letters. Provider retains the right to establish, enforce, and change from time to time, minimum requirements for password length and/or strength.
    • d. Account Activity. You shall be solely and fully responsible for all activities that occur under your account. Provider shall not be responsible for any loss, claim, or other liability that may arise from the unauthorized use of any password. If a password is lost or stolen, it is your responsibility to notify Provider so that the missing password can be deactivated and a new one assigned.
  • 7. Pricing of Services.
    • a. Pricing is Subject to Change. It is expressly acknowledged that pricing of Services or any component thereof shall be subject to change with or without advance notice, provided only that Provider shall not make any pricing changes retroactively.
    • b. Prices. Until further notice, Services are prices as follows:
      • i. First 500 minutes of SD Equivalent Output during any calendar month is free. Any additional output is subject to the following pricing:
        • 1. SD - $0.004 per minute of output
        • 2. HD - $0.008 per minute of output
        • 3. UHD 3k - $0.016 per minute of output
        • 3. UHD 4k - $0.032 per minute of output
        • 3. UHD 8k - $0.064 per minute of output
    • c. Billing. You will have the right to select a billing preference from the options given by Provider (the availability of such options is not guarantee and may be changed from time to time). You may change your billing options, subject to availability, at any time. You hereby acknowledge and agree that, as of the effective date of this Agreement, the following billing options are available to you:
      • i. Automatic - Credit Card is billed on the 1st day of every month for the transcoding done in the previous month.
      • ii. Manual - User manually makes a payment after the end of the billing cycle. If bill is not paid in 14 days, service is stopped until the bill is paid.
      • iii. Free - Service is stopped after the first 500 free minutes of SD Equivalent Output is used. As used in this Agreement, “SD Equivalent Output” means that (1) one minute of output in SD format is equal to one minute of SD Equivalent Output; (2) one minute of output in HD format is equal to two minutes of SD Equivalent Output; and (3) one minute of output in UHD format is equal to four minutes of SD Equivalent Output. For example, 500 minutes of SD Equivalent Output are reached if you produce, during a given month, the output of 100 minutes in SD format and 100 minutes in UHD format.
    • d. Refunds. Services are billed on a monthly basis; all charges are non-refundable, except as expressly provided in thi\s Agreement. There will be no refunds or credits for partial months of Services. Unsuccessful jobs are marked as “Error” in the service and are not charged. Successful transcoding jobs are charged and not refundable.
    • e. Service Level Commitment.
      • i. As a sole and exclusive compensation for failure to meet service levels, Provider shall give you a credit against your monthly Service charges as follows:
        Monthly Uptime Credit
        < 99.9% 10%
        < 99% 25%
        < 98% 50%
        < 97% 90%
      • ii. The Service Commitment described above does not apply to any unavailability, suspension or termination of Provider’s performance issues: (1) that result from a violation of Provider’s terms of services; (2) caused by factors outside of Provider’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Provider; (3) that result from any actions or inactions of you or any third party; (4) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (5) that result from any scheduled maintenance as provided; or (6) arise from our suspension and termination of your right to use Provider in accordance with this Agreement.
  • 8. Prohibited Uses.
    • a. Improper Conduct. You are solely responsible for your interactions with other users of Services. Provider reserves the right, but has no obligation, to monitor disputes between you and other users. You may not:
      • i. Impersonate any other individual, including without limitation another user or an Provider staff member;
      • ii. Engage in harassment of any form, including without limitation through improper language or excessive frequency or size of messages;
      • iii. Send messages of any kind to any individual who has stated or in any other way demonstrated that he or she does not wish to receive messages;
      • iv. Copy, post, or publish any messages sent to you via Services or in relation thereto;
      • v. Engage in advertising to, or solicitation of, any other users of Services to buy or sell any products or services through Services;
      • vi. Use Services for any unlawful purpose;
      • vii. Use Services in a deceptive, abusive or otherwise disruptive manner.
    • b. False Information. Your Information may not:
      • i. Be false, inaccurate, misleading or fraudulent
      • ii. Infringe anyone’s copyright, trademark, trade secret, patent or other proprietary rights or rights of publicity or privacy;
      • iii. Violate any law, statute, ordinance or regulation;
      • iv. Be obscene, defamatory, libelous, threatening, abusive or harassing, or encourage any of the foregoing;
      • v. Promote any commercial product, the sale of which you stand to benefit from
      • vi. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, intercept or use any system, data or personal information in an unauthorized way
      • vii. Expose Provider to any liability arising from or relating to your media;
      • viii. Cause Provider to be in breach of any agreement with a third party;
      • ix. Negatively reflect on Provider’s public image.
    • c. Copyright Infringement. You agree that you will not use Services to infringe upon or misappropriate the intellectual property rights, including without limitation the copyrights, of Provider, its end users, or any other any party. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AGREE THAT YOU WILL NOT USE SERVICES TO CREATE DERIVATIVE WORKS OF ANY KIND BASED ON OTHER PARTIES’ MATERIALS OR UPLOAD OR DOWNLOAD ANY SUCH MATERIALS, EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, OR UNLESS YOU HAVE OBTAINED ALL NECESSARY RIGHTS AND LICENSES FROM THE OWNERS OF SUCH MATERIALS. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE WHICH RIGHTS ARE NECESSARY AND WHO HAS PROPER AUTHORITY TO PROVIDE SUCH RIGHTS. You agree to indemnify, defend and hold harmless Provider, its affiliates, suppliers, and each of its and their employees, officers, directors, successors, licensees, assigns, and advisors (collectively the “Qencode Parties”) from and against any and all claims, damages, demands, or liabilities, including but not limited to attorney fees and costs arising out of any claim that your information, and any content of any kind that you create using Services or upload in any way, infringes upon or misappropriates, violates, or infringes any party’s personal or proprietary rights of any kind.
    • d. Interference and Unauthorized Access. You agree that you will not:
      • i. Attempt to circumvent user authentication or the security of any Website account;
      • ii. Use any robot, spider, other automatic device, or manual process to monitor or copy Website’s web pages or the content contained in them;
      • iii. Use any device, software or routine to interfere or attempt to interfere with the proper working of Services; and/or
      • iv. Take any action that imposes an unreasonable or disproportionately large load on Website’s infrastructure, including without limitation “denial of service attacks”. If you in any way violate any system or interfere with network security you may incur criminal or civil liability. Provider will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
    • e. Proprietary Materials. Services contain copyrighted material, trademarks, service marks and other proprietary information, which may include without limitation text, video, API, software, photographs, graphics, images, music and sound (collectively “Proprietary Material”). You agree not to copy, reproduce, modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material, except as expressly permitted herein, and/or solely for your personal, non-commercial use. Specifically, you may use the Proprietary Material for your personal, non-commercial use. Except as expressly set forth in this Agreement (or as otherwise specifically authorized in writing by Provider), you may not authorize, encourage or allow the Proprietary Material obtained by you to be reproduced, modified, derivated, displayed, performed, transferred, distributed or otherwise used by anyone else. You agree to advise Provider promptly if you become aware of any such unauthorized use. Any and all goodwill accruing from the use of trade names, trademarks and service marks (collectively “Marks”) hereunder, shall accrue solely to the respective owners of such Marks. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY Provider AND ITS LICENSORS.
    • f. Submissions. You agree that any information submitted by you through any forum provided by Provider is considered non-confidential and non-proprietary. While Provider is pleased to hear from users of Services, company policy prohibits Provider from accepting or considering creative ideas, suggestions or materials other than those it has specifically requested. The purpose of that policy is to assure that Provider seeks to avoid any potential future misunderstandings that may occur when projects developed by employees, licensors, or contractors of Provider, by and for the sole use of Provider, might seem to others to be similar or identical in nature to their own creative work and/or submission(s). If, despite this policy, you submit to Provider any creative material, including, but not limited to, ideas, suggestions or other information, you acknowledge and agree that such submission(s) are made gratuitously and, upon delivery thereof, will be and remain the property of Provider for all purposes whatsoever. You further agree and acknowledge that Provider shall not be liable for the use or disclosure of such submission(s), that Provider shall be subject to no obligations (including, but not limited to, any obligation of compensation whatsoever to you) with respect to the use or disclosure of such submission(s), and that Provider shall own exclusively all rights to the submission(s), including, but not limited to rights now known or hereafter existing and rights of every kind and nature throughout the universe. Because of the open nature of the Internet, common sense would dictate, and Provider would recommend, that you not submit any information you consider confidential.
    • g. Disclaimer of Warranties. YOUR USE OF SERVICES IS AT YOUR SOLE RISK. SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT OR GUARANTEE THAT: (i) SERVICES ARE COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE; (ii) SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) ALL CONTENT WILL BE ACCURATE, COMPLETE OR UP TO DATE; (iv) THE FUNCTIONS OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (v) OR THAT DEFECTS IN SERVICES WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT PROVIDER IS NOT RESPONSIBLE FOR THE CONTENT DISTRIBUTED ON OR THROUGH SERVICES, AND IT ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF INFORMATION SO DISTRIBUTED.
    • h. Limitation of Liability. Regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), and except as otherwise expressly provided herein, IN NO EVENT WILL THE QENCODE PARTIES (AS DEFINED IN THE COPYRIGHT INFRINGEMENT SECTION ABOVE) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO YOUR USE OF SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE QENCODE PARTIES WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT WILL THE DAMAGES OR LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500.00).
    • i. Indemnity. You agree to indemnify and hold each Qencode Party harmless from any claim or demand, and any damages, costs, or expenses arising in connection with such claim or demand, including reasonable attorneys’ fees and costs, made by any other party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of another party.
    • j. Reference to Third Party Content. Provider shall not be responsible, in any manner, for services, products, information, data security, and/or claims, demands, and causes of action, which may arise in connection with your use of any third party website linked to Website, whether or not such third party is affiliated with Provider. Provider has no control over, and is not responsible for, the content on/from any such third party website. The use of any such website is at your own risk and is subject to such terms, conditions, rules, and limitations thereon as the third party provider may decide in its discretion.
  • 9. General Terms and Conditions.
    • a. Changes, Suspension, Cancellation. Provider may at any time, without notice or liability, change or eliminate Services or the content contained therein, or restrict use of any portion of Services, including limiting the time of its availability, the amount of use permitted, or the persons who are permitted to use it. Provider may at any time, in its sole discretion, cancel or suspend Services for any reason, including without limitation the existence of viruses, bugs, or other causes beyond its control that corrupt the administration, security or proper function of Services.
    • b. Termination. Without limiting other remedies, Provider may without liability and at its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to Services if:
      • i. You breach this Agreement or any of the documents it incorporates by reference;
      • ii. Your media and/or your information violates requirements set forth in this Agreement;
      • iii. Provider is unable to verify or authenticate any information you provide to it; or
      • iv. Provider reasonably believes that your actions may expose Provider or any other person or entity to liability.
    • c. Legal Compliance. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of Services.
    • d. Governing Law. This Agreement and its validity, construction and performance will be governed in all respect by the law of the State of Delaware and, whenever applicable, the federal laws of the United States of America.
    • e. Right to Refuse Services. Provider reserves the right to refuse access to Services for any reason.
    • f. Amendment. Provider may modify and/or amend this Agreement at any time by posting the modified and/or amended terms on Services, which will become effective immediately when posted. By continuing to use Services after Provider posts any amendment, you agree to be bound by the amendment. This agreement may not be amended other than by an authorized officer of Provider.
    • g. Entire Agreement. This Agreement contains the entire understanding of the parties relating its subject matter and supersedes any prior written or oral agreement or understandings between the parties with respect to its subject matter.
    • h. Interpretation. The provisions of this Agreement are to be interpreted in a reasonable manner to effect the purpose of the parties, and this agreement is not to be interpreted or construed against Provider because it participated in the drafting of this Agreement.
    • i. Invalidity. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision.
    • j. Assignment. Provider may assign or transfer this Agreement, in whole or in part, to any party with or without notice.
    • k. Survival of Representations. All terms and conditions of this Agreement which by their nature are meant to survive the termination of this Agreement will survive termination, including but not limited to each and every provision of Section 6 of this Agreement.
  • BY UPLOADING OR OTHERWISE PROVIDING YOUR CONTENT TO WEBSITE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU HAD THE OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY LEGAL COUNSEL AND THAT YOU ARE AT LEAST 18 YEARS OLD, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR AT LEAST 13 YEARS OF AGE, AND APPROVE OF AND HAVE THE LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT.