These Terms of Use (the “Terms”) are entered into between you (“you,” or “User”) and Quilt Technologies Inc. (“Company,” “we,” “us,” and “our”). These Terms govern your access to and use of Company services offered on the Platform located or downloadable at [PLATFORM LINK] (the “Platform”), including any content or functionality offered on or through the Platform. The Platform is published, owned, and operated by the Company.
By accessing, downloading, browsing, publishing, posting, transmitting, submitting information to and/or using the Platform, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Platform.
We expressly reserve the right to change these Terms from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Platform and these Terms from time to time and to familiarize yourself with any modifications. We reserve the sole right to either modify or discontinue the Platform, including any of the Platform’s features or functions, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Your continued use of this Website after such modifications will constitute acknowledgement of the modified Terms and agreement to abide and be bound by the modified Terms.
The Platform allows you and others to create, view, interact with, participate in, contribute to, and share, capture, upload, save, transmit, modify, and create content, monetize content, and engage with others, in addition to using and reusing Your Content and the content of other users.
The Platform service shall be deemed to include, but not be limited to, the Company software and included services which is to be made available by the Company to you on a software-as-a-service basis, and any other materials or information delivered or made available by the Company under the Terms, including but not limited to, templates, themes, voices, sound effects, visual elements, animations, art styles, textures, settings, transition elements, interactive elements, text elements, tactile elements, artwork, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, instructions, algorithms, artifacts, models, objects, and software that are part of the service or used to generate any outputs from the service, together with all updates, upgrades, improvements, enhancements, and modifications to or of the foregoing.
Except with respect to Your Content, you agree that the Company and its suppliers or licensors own all rights, title, and interest in and to the Platform and its services provided thereunder.
The Company grants you a non-exclusive, non-transferable, non-licensable, limited, worldwide license right to access and use the Platform, including to download the Platform on a permitted device. You agree to use the Platform and its Content only for lawful purposes and in compliance with all applicable laws.
The Company reserves all rights not expressly granted herein in the Platform and Content. You acknowledge and agree that the Company may terminate this license at any time for any reason or no reason, with or without notice.
You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Platform, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data, and for any other legal (commercial and non-commercial) purpose. You will have no right to share in any such revenue, goodwill or value whatsoever.
Age Restriction: You must be at least 13 years old to use the Platform. By using the Platform, you confirm that you are at least 13 years old. If you are under 18, you must have the permission of your parent or guardian to use the Platform.
You are responsible for maintaining the confidentiality and security of your account, including all of your passwords. When creating an account, you agree to provide us with accurate and complete information and detail, as required, and to keep it up to date.
You are responsible for all activities that occur under your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.
You agree that you will not:
You must also not do anything that:
To report violations or suspected violations or breaches of these Terms, please reach out to support@q-u-i-l-t.com.
(a) The “Mobile Features” are the features of the Platform that you may use or access through your mobile device. Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. The Company assumes no responsibility or liability for any fees or charges you incur when using the Mobile Features. You are solely responsible for any fees or charges that may apply with respect to the Mobile Features, as well as determining what plans are available and how much they cost.
(b) You acknowledge and agree that your use of the Platform is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the Platform operates (e.g., Apple iOS).
(c) Company expressly disclaims any liability arising from your use of the Platform on an incompatible mobile device or in the event that you download the wrong version of a Platform for your mobile device. The Company reserves the right to terminate your use of the Platform or any other aspect of the Platform should you be using the Platform with an incompatible or unauthorized device.
(d) App Store Sourced Application
With respect to the Platform accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), you will use the App Store Sourced Application only: (A) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software) that you own or control; and (B) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Company reserves all rights in and to the Platform not expressly granted to you under this Agreement.
You acknowledge and agree that (A) these Terms are valid between you and the Company only, (B) Apple is not a party to these Terms other than as a third-party beneficiary as contemplated below, and (C) the Company, not Apple, is solely responsible for the App Store Sourced Application content.
The license granted to you for the App Store Sources Application is limited to a non-transferable license to use the App Store Sources Application on any Apple device that you own or control and only as permitted by the Usage Rules.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application. Company is solely responsible for providing any maintenance and support services with respect to the App Store Sourced Application, as specified herein or as required under applicable law.
Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the App Store Sourced Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility.
Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you and Company acknowledge that Company, not Apple, is responsible for addressing any of your claims or any third-party claims relating to the App Store Sourced Application or your possession and/or use thereof, including, but not limited, to: (A) product liability claims, (B) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.
You and Company acknowledge and agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third-party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims. Company is solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.
You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this subsection of the Agreement regarding App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this subsection of the Agreement regarding App Store Sourced Applications against you as a third-party beneficiary thereof.
You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under these Terms, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms.
Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
The Platform may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or applicable owner.
If you send or transmit any communications or materials to us suggesting or recommending changes to the Platform, including without limitation, new features or functionality, comments, questions, suggestions, or the like (“Feedback”), we are free (but are not required) to use such Feedback without any attribution or compensation to any party, and you hereby assign to us all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback.
The Platform may contain links to websites and other platforms controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site.
The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators.
You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support the Company or are identified in the Platform, including any delivery of and payment for goods and services.
You may link to our Platform or mobile application and download certain Content and features or functions of the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link or use a download in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Platform may provide certain social media features that enable you to:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking or downloading permission without notice. We may, in our sole discretion, request that you remove any link to the Platform, and upon receipt of such request, you shall immediately remove such link.
We may also disable all or any social media features and any link at any time without notice in our sole discretion.
You acknowledge that your access and use of any third-party applications, websites, or software (the “Third-party Applications”) on our Platform is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications.
The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications.
You agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.
The Platform and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Platform or Content in any manner, except as expressly permitted by the Company in these Terms. The Platform and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, made a derivative, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company.
As between you and the Company, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, copyrights, photographs, audio, videos, music, and “look and feel” of the Platform and its services, and all intellectual property rights related thereto (the “Content”), are either owned or licensed by the Company. You acknowledge and agree that you or your licensors will own any of Your Content (as defined below) you upload or transmit through the Platform or that you create on or through the Platform. Use of the Platform, the Content, or materials on the services for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
You acknowledge and agree that when you view content provided by others on the Platform, you are doing so at your own risk. We make no representations, warranties or guarantees, whether expressed or implied, that any Content (including User Content) is accurate, complete or up to date.
Your Content: Any content you create or own or to which you have a license and use on the Platform is “Your Content.” In sharing Your Content on the Platform, you warrant and represent you have the legal right to use Your Content.
License of Your Content: By engaging with or using the Platform, you grant the Company and other Platform users an irrevocable, royalty-free, fully paid up, worldwide, transferable, assignable, sub-licensable, non-exclusive license to use, copy, reproduce, modify, adapt, prepare derivative works from, interact with, translate, distribute, publicly perform, publicly display, monetize, and derivate revenue or other remuneration from Your Content (in whole or in part). The Platform services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, media assets, voiceovers, music, sound effects, text elements, visual elements, settings, objects, interactive elements, tactile elements, and search functions. These and other features may require our Company systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share. Notwithstanding anything to the contrary herein, nothing herein limits or restricts the Company’s right or ability to use data regarding the performance, availability, usage, integrity and security of the Platform and you hereby grant the Company a perpetual, irrevocable, unlimited, royalty-free, fully paid up, transferable, sub-licensable, worldwide license to use any information related to users’ interactions with the Platform to use, copy, reproduce, modify, adapt, prepare derivative works from, interact with, translate, distribute, publicly perform, publicly display, monetize, and derivate revenue or other remuneration from such interactions and to operate and improve the Company’s Platform, products, and services, including for the purpose of tuning or training artificial intelligence algorithms and models, as well as a perpetual, irrevocable, unlimited, royalty-free, fully paid up, transferable, sub-licensable, worldwide license to use personal data entered on the Platform for purposes of supporting and facilitating internal features.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
Investigations, Monitoring, & No Obligation to Pre-Screen Content: The Company may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, review, or automatically, temporarily, or permanently restrict or block Your Content or your account on the Platform at any time and for any reason or no reason at all. You hereby provide your irrevocable consent to the foregoing. You acknowledge and agree that you have no expectation of privacy concerning the creating, downloading, amending, revising, altering, transmitting, or any other use of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, the Company reserves the right to: (a) remove or refuse to post or limiting or restricting access to any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Platform or if the Company otherwise believes that criminal activity has occurred; (e) demonetize or disable monetization features of an account or specific content; and/or (f) terminate or suspend your access to all or part of the Platform for any or no reason at any time, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, the Company, may, at its sole discretion immediately terminate your license to use the Platform, or change, alter, or remove Your Content, in whole or in part, without prior notice to you.
You shall not remove, alter, or obscure any copyright, trademark, watermark, service mark or other proprietary rights notices incorporated in or accompanying any Platform or Company intellectual property.
Copyright: Copyright is a legal right that protects original works of authorship (e.g., music, videos, etc.). In general, copyright protects an original expression of an idea (e.g., the specific way a video or music is expressed or created) and does not protect underlying ideas or facts.
You should assume that everything you see or read on the Company’s Platform is copyrighted unless otherwise noted and may not be used without the written permission of the Company. The Company neither warrants nor represents that your use of materials displayed on the Company’s Platform will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Company’s Platform is either property of, or used with permission by, the Company. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Company’s Platform. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any of Your Content you post to or through the Platform.
Trademark: A trademark (registered and unregistered (or common law)) is a word, symbol, slogan, design, or combination of any of the foregoing that identifies the source of a product or service and distinguishes it from other products or services that is being used in U.S. commerce.
QUILT is a registered trademark(s) owned by the Company. Various other Company trademarks, logos, slogans, and other registered or non-registered trademarks are used on and within the Platform. Nothing on the Company’s Platform or the Terms should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Company’s Platform without the written permission of the Company or such third party that may own a trademark displayed on the Company’s Platform. Your misuse of the Company’s trademark(s) displayed on the Company’s Platform, or any other Content on the Company’s Platform, except as provided herein, is strictly prohibited.
Notification: We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent (designated below).
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the "DMCA Notice") must include substantially the following:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Counter Notification: If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
The Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:
Quilt Outside Counsel – Copyright Compliance
Quilt Technologies Inc.
1040 W Adams Street, Unit 416, Chicago, Illinois, 60607, United States of America
Phone: (937) 228-2838
Email: tmtaftdocket@taftlaw.com, khardy@taftlaw.com
A summary of the DMCA can be obtained from the U.S. Copyright Office.
The Company is based in the state of Illinois in the United States. We make no claims that the Platform or any of its contents are accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries.
We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Platform, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by the Company through the Platform shall be handled in accordance with the Platform’s Privacy Policy, which is incorporated by reference.
EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM, AND ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM, RESULTS, CONTENT, OR ANY OTHER INFORMATION OBTAINED, PRODUCED OR POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE, OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT, OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED. OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE PLATFORM OR CONTENT WILL BE FREE OF VIRUSES, WORMS, OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF ANY FEATURE IS DONE AT YOUR SOLE RISK. YOU SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING ITS ACCURACY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED PLATFORM, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE PLATFORM AND SERVICES IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR IF NO PAYMENT IS MADE BY YOU TO COMPANY, ONE HUNDRED DOLLARS ($100.00).
No Liability for Conduct of Third Parties: YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE COMPANY MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
You agree to defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, and/or agents (collectively, “Company Indemnitees”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) that may be incurred by any of the Company Indemnitees arising out of or relating to Your Content, your violation of these Terms, your violation of any applicable laws, rules or regulations in connection with the Platform, or from any other misuse of the Platform.
You agree that in the event any claim, allegation, suit or similar proceeding is commenced by a third party against any of the Company Indemnitees, that you will pay for the defense thereof, including reasonable attorneys’ fees and costs.
Notwithstanding any of the foregoing, the Company reserves the right to assume the exclusive defense and control of any proceeding that relates to the Company, the Platform, or any aspects thereof, whether or not subject to indemnification hereunder, and in such case you will cooperate fully with the Company in our defense thereof.
You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Platform with or without notice and for any reason or no reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Platform.
We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. Sales are final. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.
Effect of Termination: Upon termination of the Platform or the applicable feature or functionality thereof, your right to use the Platform or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Platform or Platform account for cause, we may also bar your further use or access to the Company Platform or other Company services.
The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
At its sole discretion, the Company may require you to submit any disputes arising from use of the Platform, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law. By using the Platform, you hereby consent to submission of any dispute to be final and binding arbitration.
Waiver of Jury Trial: YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing that all disputes shall be resolved by arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
These Terms are governed by the laws of the State of Delaware, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Delaware U.S.A. in all disputes arising out of or relating to the use of the Platform or the Terms. The parties have required that this agreement and all documents related to this agreement be drawn up in English. As to any ambiguities resulting from translation from English to any other language, provisions in the English language shall be controlling in all respects.
PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CONVENTION”), THE PARTIES AGREE THAT THE UN CONVENTION WILL NOT APPLY TO THIS AGREEMENT.
The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platform after any such change is communicated shall constitute your consent to such change(s).
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Platform. You may not assign these Terms without the prior written consent of the Company in all instances. The Company may assign these Terms, in whole or in part, at any time. The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by the Company with respect to such use.
Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.
If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.
These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Questions can be directed to the Company at support@q-u-i-l-t.com.