CompWALK: Registration

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CRI IQCP Implementation Package (Annual Subscription)

The CRI Implementation Package annual subscription that includes the CRI E-Optimizer Software Tool and the CRI Implementation Guide. The CRI Implementation Guide is an all-inclusive guide in assisting in the implementation of IQCP specific to your laboratory. It provides an overview of Quality Control (QC), including the evolution and basic concepts of QC, and culminating with the evolution of the IQCP, its definition, how it is used and when it should be used. The IQCP Implementation Guide will provide a roadmap to performing true Risk Management unique to your laboratory. It will guide you through the development of a Risk Assessment Plan, by utilizing such tools as Process Mapping, Fishbone, and a Risk Identification Table. (Includes completed examples).

$399

CRI IQCP E-Optimizer (Annual Subscription)

This annual subscription software tool provides all laboratories from small POLs, to hospitals and independent labs, with a guide or roadmap on how to perform a risk assessment and develop an Individualized Quality Control Plan (IQCP). It is designed to assist laboratories biopsy their current QC methods and receive customized recommendations on how to align their QC programs with IQCP guidelines. You will be guided through a chronological set of questions, offering common examples of potential sources of error that could occur throughout all phases of testing, pre analytic, analytic, and post analytic. Based on your responses to these questions, an IQCP Summary Report will be generated which includes your overall risk score and the IQCP components that you have identified throughout your risk assessment. It will include a classification of risk, according to score from your scored answers.

$249

CRI IQCP Implementation Guide (Annual Subscription)

The CRI Implementation Guide annual subscription is an all-inclusive guide in assisting in the implementation of IQCP specific to your laboratory. It provides an overview of Quality Control (QC), including the evolution and basic concepts of QC, and culminating with the evolution of the IQCP, its definition, how it is used and when it should be used. The IQCP Implementation Guide will provide a roadmap to performing true Risk Management unique to your laboratory. It will guide you through the development of a Risk Assessment Plan, by utilizing such tools as Process Mapping, Fishbone, and a Risk Identification Table. (Includes completed examples).

$199

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Terms & Conditions:

END USER LICENSE AGREEMENT FOR IQCP E-Optimizer Effective as of April 2023 IMPORTANT – THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (identified herein as “You” OR “User” or with “Your”), AND LabU), WITH IT BEING GENERALLY UNDERSTOOD THAT YOU ARE OTHERWISE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND THE ENTITY (OR LABORATORY) THAT WILL BE NAMED ON YOUR REGISTRATION ACCOUNT WITH LABU. THIS AGREEMENT GOVERNS YOUR USE OF LABU’S INDIVIDUALIZED QUALITY CONTROL EDUCATIONAL PROGRAM SOFTWARE SOLUTION DEFINED HEREIN AS THE “IQCP”. BEFORE USING ANY PART OF IQCP, YOU SHOULD READ CAREFULLY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AS LABU IS WILLING TO LICENSE TO YOU THE RIGHT TO ACCESS AND USE IQCP AND ALL ITS ASSOCIATED MATERIALS AND INFORMATION ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE IQCP AND ARE INSTRUCTED TO STOP ALL USE OF IQCP IMMEDIATELY. BY CLICKING "I ACCEPT " AT THE END OF THIS AGREEMENT OR BY INSTALLING, ACCESSING, OR USING ANY PART OF IQCP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY LABU TO INSTALL, ACCESS, OR OTHERWISE USE IQCP. IN SUCH CASE, PLEASE CLICK "I REJECT" AND PROMPTLY RETURN AND/OR DELETE ANY MATERIALS RELATED TO IQCP THAT YOU HAVE RECEIVED FROM LABU OR THAT YOU HAVE IN YOUR POSSESSION. TERMS AND CONDITIONS 1. LICENSE GRANT. Conditioned upon Your continued compliance with the terms and conditions of this Agreement, this Agreement provides to You a limited, revocable, non-exclusive, non-transferable, sublicenseable (on a limited basis as set forth below) license to access and use IQCP solely for Your personal use or for the internal business purposes of Your employer (if such entity is named on the registration account with LABU for use of IQCP) in order to develop a laboratory individualized quality control plan. In connection with the foregoing limited sublicense grant, You may enable employees (who have an actual business need) to access and use IQCP in accordance with Your personal use or the internal business purposes of the entity named on Your registration account with LABU for use of IQCP (each, an “Authorized User”), only if any such Authorized User continues to comply with this Agreement. Notwithstanding the foregoing, You expressly acknowledge and agree that use by any other person or entity is expressly prohibited. Moreover, You acknowledge and agree that You shall be responsible for monitoring use by any Authorized User of IQCP and for maintaining compliance with the terms and conditions of this Agreement. Accordingly, any breach of this Agreement by an Authorized User shall constitute a breach by You. 2. IQCP CONTENT. Upon payment of the applicable subscription-specific fees, You have the right to access and use such LABU software solutions to which You have subscribed, which solutions may include certain or all of LABU’s “Implementation Package”, “QC-Optimizer” and “Implementation Guide” (collectively, “IQPC Content”). For the purposes of this Agreement, references to “IQCP” shall expressly include all applicable IQCP Content to which You have subscribed through LABU’s registration website found here: https://iqcpez.compwalk.com/register (“LABU Site”). 3. RESTRICTIONS. The foregoing license is limited. You may not may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit IQCP (or any part thereof) in any manner not expressly permitted by this Agreement, including, without limitation, for further re-sale or distribution; (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of IQCP (or any part thereof); (iii) access, link to, or use any source code from IQCP (or any part thereof); (iv) erase or remove any proprietary or intellectual property notice contained in or on IQCP (or any part thereof); or (v) use or permit use of IQCP (or any part thereof) for or by any entity (including affiliates and subsidiaries) other than Authorized Users. In addition, You shall not enter into any contractual relationship or other legally binding obligation with any third party or person which shall have the purpose or effect of encumbering LABU or the use of IQCP (or any part thereof). You acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein. 4. USER OBLIGATIONS. At all times, You agree to use IQCP in accordance with this Agreement. In addition, by installing, accessing, or using IQCP, You agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to Your use of IQCP. You also represent that You will, at all times, provide true, accurate, current, and complete information when You provide information via a IQCP registration or submission form, and when You submit any information to an IQCP solution in connection with the development of Your customized quality control program. In connection with the foregoing, if You provide any false, inaccurate, untrue, or incomplete information, LABU reserves the right to terminate immediately Your access to and use of IQCP. Subject to LABU’s right to monitor and audit compliance, You acknowledge and agree that it is Your responsibility to maintain compliance with the terms and conditions of this Agreement. In addition, You shall be responsible for obtaining, paying for, or providing all third party software, hardware, and firmware necessary for remote access to IQCP. Although LABU uses commercially reasonable efforts to maintain IQCP, You agree that it shall be solely Your responsibility for maintaining copies, backing-up, and/or archiving all of Your data or information which You use on or in connection with IQCP. 5. PAYMENT TERMS. Access to IQCP is offered upon payment of the fees applicable to the IQCP solution(s) to which You subscribe through the LABU Site at www.criedu.org or through www.labu.org. All fees are payable in advance and are non-cancelable and non-refundable once You subscribe to use IQCP or the designated license renewal period begins without notice of termination in accordance with this Agreement. No more than once each calendar year, LABU may increase such fees following the designated license period. Such fees do not include any applicable taxes and You shall remain responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on LABU’s net income). You shall provide copies of any and all exemption certificates to LABU if You are entitled to any exemption. You shall not offset or reduce any amount owed to LABU. All fees or expenses are in U.S. Dollars ($) and You shall forward the payment of any fees (in U.S. Dollars) to LABU at the address designated by LABU. Unless otherwise indicated by LABU in writing, all invoices that LABU submits to You must be paid within 30 days of the receipt of LABU’s invoice. All past-due payments will accrue interest at a rate of 1.5% or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. LABU also reserves the right to terminate or suspend access to IQCP if You fail to pay any amounts within 60 days of when due. You shall reimburse LABU for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the amounts due to LABU under the Agreement shall survive any expiration or termination of the Agreement. 6. ACCOUNT MAINTENANCE. LABU shall designate for You an account for use of IQCP. Registration with and access to IQCP and Your on-line account will require both a user name and a password (to be created by You). Anyone with knowledge of both a user name and password can gain access to the restricted portions of IQCP and to Your account. Accordingly, You agree to keep confidential the user name and password for Your on-line account, and will ensure that only You and any Authorized Users may access Your account. You agree not to use another user’s account, user name, and/or password. LABU is not responsible for the usage of Your account. Accordingly, You agree to remain solely responsible for all activities that occur under or through Your account. You will immediately notify LABU if You become aware of any loss or theft of Your password or any unauthorized use of Your user name and password. LABU will not be liable for any loss or damage arising from Your failure to comply with these obligations, including, without limitation, if another party or person accesses Your account due to such failure. In connection with the foregoing, LABU reserves the right to delete or change a user name or password at any time and for any reason. LABU will provide notice of any such deletion or change. 7. PROPRIETARY RIGHTS. This Agreement provides only a limited license to access and use IQCP, which includes the right to utilize certain IQCP Content upon subscription and payment of applicable content-specific fees. However, You expressly acknowledge and agree that LABU does not grant any implied right to You or any other person and transfers no ownership or intellectual property interest or title in or to IQCP (or any part thereof) to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, databases, information, and documentation associated with IQCP as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of IQCP, unless otherwise indicated, are owned, controlled, and licensed by LABU or its licensors and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Accordingly, Your unauthorized use of IQCP may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. IQCP is Copyright © 2023 LABU and/or its licensors. LABU, the LABU logo, IQCP, and all other names, logos, and icons identifying LABU and its programs, products, and services are proprietary trademarks of LABU or its licensors, and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of LABU is strictly prohibited. 8. CONFIDENTIALITY. You acknowledge and agree that in connection with this Agreement or Your use of IQCP You may receive or gain access to the confidential, proprietary, or sensitive information of LABU and/or its licensors (the “Confidential Information”). Moreover, You acknowledge and agree that (i) IQCP accesses unpublished, licensed works, and trade secrets; (ii) independent economic advantages are derived by LABU from its ownership of IQCP; and (iii) IQCP’s software, databases, and programming code are also Confidential Information. Accordingly, with respect to the Confidential Information of LABU, You agree to secure and protect the confidentiality of the Confidential Information of LABU (and/or its licensors) in a manner consistent with the maintenance of LABU’s rights therein, using at least as great a degree of care as You use to maintain the confidentiality of Your own confidential information of a similar nature, but in no event using less than reasonable efforts. You also acknowledge and agree that any disclosure or unauthorized use of such Confidential Information would be detrimental to LABU and its business and goodwill. You therefore shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make public or available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement. All Confidential Information of LABU shall remain the exclusive property of LABU. These restrictions do not apply to Confidential Information which You (i) are required by law or regulation to disclose, but only to the extent and for the purposes of such law or regulation; (ii) disclose in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order, and only if You first notify LABU of the order and permit LABU to seek an appropriate protective order or move to quash or limit such order; or (iii) disclose with written permission of LABU, in compliance with any terms or conditions set by LABU regarding such disclosure. Upon termination or expiration of this Agreement, You shall return to LABU or destroy, at the request of LABU, all Confidential Information of LABU and certify in writing to LABU, within ten (10) days following termination or expiration, that all such Confidential Information has been returned or destroyed. 9. REPRESENTATIONS AND WARRANTIES. You represent and warrant to LABU that (i) You are at least eighteen (18) years of age or the legal age of majority, (ii) You are authorized to enter into this Agreement on behalf of yourself, your Authorized User(s), and the entity named on the account with LABU (in the event You access IQCP and/or agree to this Agreement on behalf of such entity), (ii) You are authorized and able to fulfill and perform the obligations and meet the conditions of a User as specified herein, (iii) any information or data provided to IQCP by You or your Authorized User(s) will not violate any law or regulation or any third party or person's right; and (iv) You and/or any Authorized Users has all required permits, licenses, and other governmental authorizations and approvals to use IQCP. 10. WARRANTY DISCLAIMER. IQCP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERROS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, LABU MAY MAKE CHANGES AND/OR MODIFICATIONS TO IQCP AT ANY TIME AND FOR ANY REASON. IN ADDITION, LABU HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LABU ALSO DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY, AVAILABILITY, LEGALITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. IN PARTICULAR, THE CUSTOMIZED LABORATORY QUALITY CONTROL PROGRAMS ARE BASED ON INFORMATION PROVIDED BY YOU AND LABU MAKES NO REPRESENTATIONS THAT SUCH PROGRAMS WILL ACHIEVE ANY PARTICULAR RESULT. LABU ALSO DOES NOT REPRESENT OR WARRANT THAT IQCP WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF IQCP IS WITH YOU. 11. LIMITATION OF LIABILITY. You acknowledge and agree that LABU shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond LABU’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, YOU AGREE THAT IN NO EVENT SHALL LABU BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF IQCP, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF LABU HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, LABU SHALL ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE STORAGE OF ANY DATA OR FOR THE DELIVERY, SECURITY, OR AVAILABILITY OF ANY DATA. WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF LABU FOR ANY REASON WHATSOEVER RELATED TO USE OF IQCP OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED FIVE THOUSAND DOLLARS $5000 (USD). 12. INDEMNIFICATION. You shall indemnify, hold harmless, and defend LABU and its affiliates and all of their officers, directors, agents, employees, shareholders, attorneys, successors and assigns against any and all allegations, claims, liabilities, costs, damages, judgments, injuries, suits, actions, or proceedings (including any instituted by a government or government agency), losses and expenses, including attorneys’ fees and costs associated with any of the foregoing controversies), arising out of or resulting from any breach by You or any Authorized User of this Agreement or any failure by You or any Authorized User to fulfill any obligation or condition specified in this Agreement. 13. GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Maryland, U.S.A., as applied to agreements entered into and completely performed in the State of Maryland. You agree that the state or local courts in the State of Maryland will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and You hereby consent to such exclusive and personal jurisdiction and venue. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. You access and use IQCP on Your own volition and are responsible for compliance with all applicable local laws with respect to Your use. 14. ENFORCEMENT. LABU wishes to keep IQCP a helpful resource for all of its users. As it relates to LABU (and solely as limited by applicable law), You therefore have no reasonable expectation of privacy while using IQCP because LABU reserves the right to view, monitor, and/or record activity on IQCP and to comply with government or court appointed authorities when necessary. Actual or attempted unauthorized use of IQCP may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. You therefore acknowledge that LABU reserves the right, at any time and without notice, to monitor compliance with the terms and conditions of this Agreement and to otherwise protect its rights in IQCP by incorporating security and management technology into IQCP. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on IQCP. LABU will also comply with all court orders involving requests for such information. Moreover, and in accordance with termination provision under this Agreement, LABU reserves the right to suspend or terminate immediately Your access to IQCP if You fail to comply with the terms and conditions of this Agreement. In such event, LABU shall be relieved of its obligations under this Agreement and shall not be found to be in breach of this Agreement. You also acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to LABU and/or its licensors or suppliers, such injury would not be quantifiable in monetary damages, and LABU and/or its licensors would not have an adequate remedy at law. You therefore agree that LABU and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that LABU or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to LABU to enforce any provision of this Agreement. 15. TERM AND TERMINATION. This Agreement and Your right to use IQCP will take effect at the moment You click “I ACCEPT” AT THE END OF THIS AGREEMENT OR BY INSTALLING, ACCESSING, OR USING ANY PART OF IQCP and will remain in effect unless terminated as set forth below. The initial term for Your subscription to certain or all of the IQCP solutions under this Agreement is twelve (12) months, which term shall automatically renew for successive twelve (12) month periods unless terminated in accordance with this Agreement. LABU may terminate this Agreement at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this Agreement. You acknowledge and agree that LABU shall have the sole and absolute right to determine in its reasonable discretion whether You or any Authorize User(s) are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement. Termination of this Agreement will be effective with notice. LABU shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this Agreement in accordance with this section (including for the cost of any IQCP Content (or use) for which You have paid the content- or subscription-specific fee that You have not yet consumed or used at the time of termination). You may terminate at any time by ceasing to use IQCP and providing LABU with written notice of such termination to LABU’s designated contact address for Your registration account for IQCP. If termination notice is provided prior to the end of the subscription period, the subscription will not be auto-renewed and will otherwise expire at the end of the then current term. But, all applicable provisions of this Agreement will survive termination, as outlined below. Upon termination or expiration of the Agreement for any reason, all rights and licenses granted hereunder to You shall immediately terminate, and You shall immediately cease all use of LABU’s property or materials, including, without limitation, the IQCP. Notwithstanding, the foregoing, You shall remain obligated to pay to LABU any fees or charges that were due prior to termination or expiration. Upon termination or expiration, You and any Authorized Users must also return to LABU and/or destroy or delete from Your computer, laptop, work station, network all copies of IQCP (and any associated materials) in Your possession. If requested by LABU, You shall provide written confirmation of Your compliance with this obligation. The provisions concerning proprietary rights, confidentiality, representations and warranties, warranty disclaimer, limitation of liability, indemnification, governing law, enforcement, termination, notices, and the miscellaneous terms will survive the termination or expiration of this Agreement for any reason. 16. SPECIFIC PROGRAMS; OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions, including, without limitation, LABU’s Terms of Use for its website and LABU’s Privacy Policy may apply to the use of IQCP. You agree to abide by such other notices, terms, and conditions (as applicable). If there is a conflict with this Agreement, LABU’s obligations, if any, with respect to its IQCP, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing should be construed to alter such terms, conditions, notices, and agreements. 17. NOTICES. All notices, demands, and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing (electronic or tangible copy) and shall be deemed to have been given when delivered, by first class U.S. Mail, return receipt requested, in person, by commercial overnight courier (e.g., FEDERAL EXPRESS), with constructive receipt deemed to have occurred 3 calendar days after being mailed, or when receipt is acknowledged if sent by facsimile or other electronic transmission device. Notices shall be made to: ACHCU/LabU 139 Weston Oaks Ct. Cary, NC 27513 18. MISCELLANEOUS. Notwithstanding anything herein, You acknowledge that the rights and IQCP are provided by LABU on a non-exclusive basis, and LABU shall therefore have the right to enter into similar business relationships with other entities or persons during the term of this Agreement. The relationship between You and LABU is and shall be that of independent contractors and nothing in this Agreement shall be construed or used to create or imply any relationship of agency, partners, joint venturers, affiliates, or employer and employee. You also agree that this Agreement is only for Your benefit. Accordingly, You may not assign or otherwise transfer this Agreement or the license granted hereunder or delegate any of Your duties specified herein, in whole or in part, without LABU’s prior written consent, which such consent may be withheld in LABU’s reasonable discretion. Any attempt of assignment, delegation, or other transfer in violation of this Agreement shall be void, of no effect, and a material breach of this Agreement. Notwithstanding the foregoing, LABU may assign this Agreement, in whole or in part, and otherwise delegate its rights and responsibilities and use contractors to fulfill its obligations under this Agreement. Failure by LABU to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. In the event any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, You agree that such provision shall be replaced by a court of competent jurisdiction, to the extent possible, with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. Headings are for convenience only and have no legal or contractual effect. This Agreement, LABU’s Terms of Use for its website and LABU’s Privacy Policy (as applicable), which are all hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and LABU with respect to any use of IQCP, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and LABU with respect to IQCP. Please note that LABU reserves the right to change the terms and conditions of this Agreement and under which IQCP is extended to You by providing You a copy of such revised terms (or notice thereof). LABU also has the exclusive right, but not the obligation, to provide updates, upgrades, and/or changes to any aspect of IQCP at any time. Notwithstanding Your right to terminate this Agreement at any time, Your continued use of IQCP following any such change to IQCP will be conclusively deemed acceptance of any change to this Agreement or IQCP.

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