We reserve the right at any time, with or without cause, to:
The services made available on, by or through the Applications, which include or may include, without limitation, XQ registration, the Challenge Matching Tool, the School Design application, member-to-member messaging, or public message boards, (collectively, the “Services”), as well as any information provided on, by or through the Applications or as part of or in connection with the Services or otherwise, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, links and references (collectively, the “Information”), are provided for personal use only. No Information or any other XQ materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed or commercially exploited in any way, without the written consent of XQ or as expressly permitted herein or in the Applications.
XQ permits you to view and print a reasonable number of copies of webpages located on the Applications for your own personal use, but not for any for-profit or commercial purpose or for resale, provided that (a) you retain all trademark, copyright, and other proprietary notices contained in the original materials, (b) you provide attribution to XQ, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any such copies are subject to the terms and conditions of this Agreement. You understand and agree that you may not authorize any Information to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Information. You agree to advise XQ promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of XQ or others.
As a registered user, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by any third party. You will be responsible for all activity that occurs under your access credentials; you should, therefore, preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify XQ by email at email@example.com. You are solely responsible for your own losses or losses incurred by XQ and others due to any unauthorized use of your account.
Some features of the Applications or Services may allow you to link your account on the Applications or Services to your accounts on third party services, such as social media services. If you link your account on the Applications or Services to an account on a third-party service (such as Facebook, Google), you are authorizing XQ to store and use your access credentials to access your account on your behalf as your agent and to integrate your experience with the Applications with content, information, and features available through such third party services. Use of a third party service through the Applications in this manner may be subject to additional terms established by the applicable third party, and it is your sole responsibility to comply with such third party terms.
XQ acknowledges and agrees that you, or your licensors as applicable, retain ownership of any and all copyrights in the Content, subject to the non-exclusive rights granted to XQ in the paragraph above, and that no ownership of such copyrights is transferred to XQ under these terms.
By posting or providing any Content on the Applications, you represent and warrant to XQ that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement.
You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person.
You further agree that we may use any Content that you post or provide in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Content for any reason, and to edit, refuse to post or remove any Content submitted by you or others. We cannot and do not guarantee that we will post all Content submitted or that such content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to delete Content that you personally may find objectionable or offensive. We do not control in real time the Content posted via the Services and as such do not guarantee the accuracy, integrity or quality of such Content. In addition to other disclaimers found in this Agreement, we do not endorse or make any warranties or representations with respect to the accuracy, completeness, or timeliness of any Content posted on the Applications.
If your use of the Applications includes use through a mobile device, you hereby consent to and grant us permission to access (but not store or transfer, unless separately authorized by you) photos on your mobile device (including metadata) in order to enable tagging (e.g., date, location) of your posted Content.
You agree that we may send you communications (via email or through the Services) regarding your use of the Services and the Applications and certain features or applications of the Services and the Applications you may be interested in. To the extent you have opted to receive communications and newsletters, you hereby authorize XQ to deliver such communications to you via email or through the Services.
You agree not to use the Information, Services or the Applications to take any action or actions or to post any Content that:
Improper use of the Information, Services and Applications may result in termination of your access to and use of the Applications, and/or civil or criminal liabilities.
The Applications are owned and operated by XQ and its licensors, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of XQ and its licensors and suppliers. The Information and Services may be protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Applications or any Service or Information without our prior written permission. The Information, Applications, and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by XQ or, if so indicated in writing by XQ, its licensors or suppliers. Use of the Applications or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Applications or any Services or Information.
The trademarks, logos, and service marks displayed on the Applications (collectively, the “Trademarks”), including, but not limited to, XQ℠ and XQ INSTITUTE℠, are trademarks of XQ, XQ licensors and suppliers, and/or others. Nothing contained in this Agreement or the Applications should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of XQ, XQ licensors or suppliers, or the third party owner of any such Trademark, except as set forth in the following paragraph.
You hereby affirm that you are over the age of 13, as the Applications are not intended for children under 13. If you are under 13 years of age, then you may not use the Applications. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by XQ infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works located on the Applications are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow XQ to locate the material on the Applications; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If XQ determines that the materials alleged to infringe your copyright or trademark rights do not require removal, XQ reserves the right to continue to display such materials absent a court order declaring the content or use of the materials unlawful.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which XQ may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).
Notices and counter-notices with respect to the Applications must meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
XQ Institute Copyright Agent
248 3rd St.
Oakland, California 94697
This Agreement is effective from the date that you first access the Applications or submit any information to XQ, whichever is earlier, and shall remain effective until terminated in accordance with its terms. XQ may immediately terminate this Agreement, and/or your access to and use of the Applications, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. XQ may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Applications shall immediately cease, and you shall destroy all copies of information that you have obtained from the Applications, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all XQ rights of ownership shall survive any termination.
We reserve the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Applications, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Applications, or any part of portion thereof. Nothing in this Agreement shall be construed to obligate XQ to maintain and support the Applications, or any part or portion thereof, during the term of this Agreement.
THE APPLICATIONS, INCLUDING BUT NOT LIMITED TO THE INFORMATION AND SERVICES, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND APPLICATIONS ARE CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE APPLICATIONS, OR YOUR USE OF THE APPLICATIONS, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE APPLICATIONS, OR ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE APPLICATIONS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE APPLICATIONS EITHER IN TERMS OF ITS COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE OR EQUIPMENT, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APPLICATIONS AND/OR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER XQ NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE APPLICATIONS, INFORMATION, SERVICES AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE APPLICATIONS, THE INFORMATION, SERVICES, OR ANY LINKED WEBSITE IS TO STOP USING THE APPLICATIONS, SERVICE, OR LINKED WEBSITE, AS APPLICABLE. NEITHER XQ NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE APPLICATIONS BY THIRD PARTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to fully indemnify, defend, and hold XQ, our licensors, suppliers, agents, successors, and assigns and our and their directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, including but not limited to the Acceptable Use Policy; (b) any allegation that any materials you submit to us or transmit to the Applications infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Applications or other websites to which the Applications are linked; and/or (d) your negligence or willful misconduct.
Under California Civil Code Section 1789.3, California Applications users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. For any dispute you have with XQ, you agree to first contact us and attempt to resolve the dispute with us informally. If XQ has not been able to resolve the dispute with you informally, we each agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration shall be a confidential proceeding, closed to the general public. The arbitration will take place in San Francisco, California. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in California.
Venue will lie exclusively in San Francisco, California. For the sake of clarity, nothing in this paragraph shall affect XQ’s ability to seek from a court injunctive or equitable relief at any time.
If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND XQ ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by XQ as provided herein or otherwise by written instrument signed by XQ. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with XQ’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. XQ may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
248 3rd St. #319
Oakland CA 94607
Effective September 11, 2015