Terms of Use

TERMS OF USE

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITES. Welcome to the Q Interactive (the “Company”) Websites, located at qinteractive.com and qinteractivenetwork.com (the “Sites”)! Your access to and use of either of the Sites are subject to the Terms of Use (the “Terms”) set forth in this Agreement.

By using the Sites, you acknowledge that you have read and agree to be legally bound by these terms along with the terms of the Q Interactive Privacy Policy. YOU FURTHER REPRESENT (i) YOU HAVE THE CAPACITY TO BE BOUND BY THESE TERMS, AND (ii) IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY. If you do not agree to be bound by the following terms, do not access or use the Sites. The Company may make changes or additions to this Agreement at ANY TIME AND in its sole discretion. You should periodically review these Terms. Your continued use of the Sites will constitute your agreement with any such changes or additions.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISIONS THAT REQUIRES YOU TO ARBITRATE INDIVIDUALLY ANY DISPUTES OR CLAIMS YOU MAY HAVE WITH US AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ARBITRATION.

GENERAL INFORMATION

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. Without limiting the general applicability of the mandatory arbitration provision set forth in the “MANDATORY ARBITRATION” section hereunder, you agree that any action at law or in equity arising out of or relating to these Terms, and the use of the Sites shall be filed only in the state or federal courts located in Broward County, Florida and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision contained in these Terms shall be unlawful, void, or for any reason unenforceable, then the provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

AUTHORIZED USES

The Company authorizes you to use the Sites and to display its content but solely for your own use. All other uses are strictly prohibited. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any material at the Sites, use of the Sites, or access to the Sites. By using the Sites, you certify that you are at least 18 years of age, that all information submitted by you will be accurate and complete and that you will not submit false information.

DISCLAIMER OF WARRANTIES

EVERYTHING ON THE SITES IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Neither the Company nor any other party involved in creating, producing, or delivering the Sites makes any representations about the suitability of the content of the Sites for any purpose, nor that your use of the Sites will be uninterrupted or error-free. Since some jurisdictions may not allow the exclusions of implied warranties, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

LIMITATION OF LIABILITIES

Use of and browsing within the Sites is at your risk. Neither the Company nor any other party involved in creating, producing, or delivering the Sites assumes any responsibility, and shall not be liable for, any damages to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in the Sites or your downloading of any materials, data, text, images, video, or audio from the Sites. NO SUCH PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITES.

SITE SECURITY

While the Company uses reasonable efforts to safeguard the security of the Sites, there can be no guarantee that such safeguards will successfully prevent unauthorized alterations in the Sites’ content or functionality. The Company assumes no liability or responsibility for any unauthorized alterations in the content or functionality of the Sites.

SITE INACCURACIES

While the Company uses reasonable efforts to include accurate and up-to-date information at the Sites, the Company makes no warranties or representations as to the Sites’ accuracy. The Company disclaims any and all liability for the accuracy, completeness, or correctness of such information.

LINKS

The Sites may contain links to other websites not controlled by the Company. The Company has not reviewed the content of any off-site pages or any other websites linked to the Sites and you acknowledge and agree that the Company is not responsible or liable for any content, advertising, products, or any other materials available on any such websites. Linking to any other off-site pages or other websites is at your own risk. Any damage or loss caused or alleged to be caused by or in connection with such use websites is at your own risk and the Company is not responsible or liable should such damage occur.

CONDUCT OF SITE VISITORS

You are prohibited from posting or transmitting any unlawful, inflammatory, scandalous, defamatory, threatening, libelous, obscene, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. The Company retains the right to remove any such posting and will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any such information or materials. The Company assumes no responsibility or liability arising from the content from any such locations or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Sites. The Company may occasionally monitor or review postings, transmissions, and the like on the Sites, although it is under no obligation to do so.

PROPRIETARY RIGHTS

All content is protected under the copyright laws of the United States and other countries and may not be used except as provide in these Terms. The Company does not represent nor warrant that your use of materials displayed at the Sites will not infringe upon the rights of third parties.

IMAGES OF PEOPLE OR PLACES

Images of people or places displayed on the Sites are either the property of, or used with permission by, the Company. Unauthorized use of images, artwork, articles, screen shots, text or files on the Sites are prohibited and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

TRADEMARK INFORMATION

The trademarks, logos, and service marks (collectively the “Mark(s)”) displayed on the Sites are registered and unregistered Marks of the Company and other third parties. Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark displayed on the Sites without the written permission of the Company or such third party that may own the Marks displayed on the Sites. Your use of the Marks displayed on the Sites, or any other content on the Sites, except as provided in these Terms, is strictly prohibited. You are also advised the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, agents, shareholders, officers, and employees from any claim or demand made by a third party arising out of your use of the Sites or your violation of this Agreement. The Company reserves the right to assume the control of any defense, at its own expense, of any matters subject to indemnification by you in relation to this Agreement.

NOTICES

The Company may give notice to its users by means of a general notice on the Sites, electronic mail to a user’s e-mail address on its records, or by written communication sent by first class mail to a user’s address on its records.

MONITORING, COPYING, ALTERING OR INTERFERING WITH THE SITES

You agree that you will not (1) use any Web crawler, robot, screen scraper, spider, automated query program or other automatic device or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission; (2) use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites; (3) take any action that poses an unreasonable or disproportionately large load on our infrastructure; (4) copy, reproduce, alter, modify, create derivative works, or publicly display any content from our Sites without the prior expressed written permission of the Company or the appropriate third party.

MANDATORY ARBITRATION

This Agreement will be interpreted in accordance with the laws of the State of Florida, without regard to the conflicts of laws principles thereof. The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within 30 days (or any mutually agreed extension of time), shall mandatorily be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator will have exclusive authority to resolve any dispute including any claim that all or any part of these Terms of Website Use are unenforceable. Either party may commence the arbitration process called for herein by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures in effect at the time of submission of the demand for arbitration. The costs of arbitration plus reasonable attorneys’ fees (including fees for the value of services provided by in house counsel) shall be awarded to the prevailing party in such arbitration. Judgment on the award rendered by the arbitrator may be entered in the state and federal courts located in Broward County, Florida. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state or federal courts located in Broward County, Florida: (i) any dispute, controversy, or claim relating to or contesting the validity of the Company’s proprietary rights, including without limitation, trademarks, service marks, copyrights, or trade secrets; or (ii) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession. Each party agrees that the arbitration proceedings and results of such proceedings shall be kept confidential.

YOU ACKNOWLEDGE AND AGREE THAT, VIA YOUR ACCEPTANCE OF THESE TERMS AND THIS MANDAOTRY ARBITRATION PROVISION, YOU WAIVE ANY RIGHT TO A JURY TRIAL, AS WELL AS YOUR RIGHT TO BRING, JOIN OR PARTICIPATE AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION SUIT OR MULTI-PARTY ARBITRATION BROUGHT AGAINST US, ANY PERSON RELATED TO US OR A SERVICE PROVIDER USED BY US TO PROVIDE THE SERVICE. These Terms do not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above.

SITE MODIFICATION

The Company reserves the right to modify the Sites from time to time or to temporarily or permanently discontinue the Sites with or without notice. You agree that the Company shall not be liable to you or any third party for any modification, suspension, or termination of the Sites.

DISCLOSURE OF YOUR INFORMATION

By using the Sites you acknowledge that you have read and understood the terms of the Q Interactive Privacy Policy and agree to said terms. Furthermore, you acknowledge an agree that the Company may access, preserve and disclose any information it collects about you, personal or non-personal, on the Sites as set forth in its Privacy Policy or in order to comply with legal process, to enforce this Agreement, to respond to claims against the Company, to respond to your requests, and to protect the rights and property of the Company and its users.

CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION AT THE SITES

Any unsolicited communication or material you transmit to the Sites by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Any unsolicited communication or material that you transmit or post may be used by the Company or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, broadcasting, publication, distribution or posting. Furthermore, the Company will be free to use any ideas, concepts, know-how, or techniques contained in any unsolicited communication or material you send to the Sites for any purpose whatsoever including, but not limited to developing, manufacturing and marketing products using such information.

INTERNATIONAL USE

None of the products or underlying information or technology available at the Sites may be downloaded or otherwise exported (i) into (or to a national or resident of) Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using the Sites, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to indemnify the Company against any and all costs, liabilities, losses or expenses arising from, or relating to, any asserted violation by you of any of the laws and administrative regulations of the United States relating to the control of exports of commodities and technical data.