THANK YOU FOR VISITING THE FORUM – POWERED BY XQ!
If you access or use the Applications or register an Account on behalf of any company, partnership, or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on such entity. The term “you,” as used in this Agreement, will refer to such entity and its affiliates. If you do not have authority to bind such entity, you may not access or use the Applications.
We reserve the right at any time, with or without cause, to:
- change the terms and conditions of this Agreement, provided that notice of change shall be posted with the new terms and conditions of this Agreement;
- change the Applications, including eliminating or discontinuing any Information or Services or other feature of the Applications; and
- deny or terminate your use of and/or access to the Applications.
NO USE AS CURRICULUM
The Applications, Services, Information and any other materials may not be used to satisfy state or local curriculum, instructional or professional development requirements absent appropriate approval in your jurisdiction.
PERMITTED USE OF SERVICES AND INFORMATION
The services made available on, by or through the Applications (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 (collectively, the “Information”), are provided for personal use only. 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 the Initiative, and (c) 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.
If you are a governmental or nonprofit entity, or an employee thereof, you may download, copy, distribute and use the available Information solely for the purpose of furthering your organization’s mission in the ordinary course of your governmental or charitable operations so long as such use is for non-commercial purposes and made available to third parties without a fee, and provided that you comply with the conditions noted in (a) – (c) above in this section.
If and when you register with the Applications or provide information to XQ through the Applications, you agree to (a) provide accurate, current and complete information about yourself as prompted (including your email address), (b) maintain and update your information (including your email address) to keep it accurate, current and complete, and (c) create only one Account for your own usage. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we may terminate your use of the Applications.
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. You may not share your Account with any third parties without XQ’s prior written consent unless such third party has separately entered an agreement with XQ permitting us to access your Account. 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 should immediately notify XQ by email at firstname.lastname@example.org. You are solely responsible for your own losses or losses incurred by XQ and others due to any unauthorized use of your Account. XQ will not be liable for any losses caused by any unauthorized use of your Account.
RESTRICTIONS ON ACCOUNTS
The Applications are not intended for children under 13, and by using any of the Applications, you affirm that you are over the age of 13. If you are under 13 years of age, then you are not permitted to use the Applications in any manner that reveals personally identifiable information about yourself (such as your name, email, address or location). 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.
You may not use the Applications if we have previously disabled an Account associated with you due to any violation of this Agreement and/or any other of our terms or policies.
You may not use the Applications if you are prohibited from receiving our products, Information, Services, or software under applicable laws.
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, Twitter, 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.
POSTINGS AND OTHER SUBMISSIONS
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. You agree that XQ is not responsible for, and does not endorse, Content posted within the Applications. XQ does not have any obligation to prescreen, monitor, edit or remove any Content. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to remove or 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.
XQ is prohibited by its tax-exempt status from (a) engaging in any legislative lobbying activity, (b) promoting or opposing anyone’s candidacy in any election to public office or otherwise supporting or opposing any candidate or political party, and (c) conducting any voter registration drive unless certain conditions are met; you agree that you will not use the Applications in a manner that may cause XQ to violate any of these prohibitions.
As between you and XQ, any Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with XQ is not a confidential, fiduciary or other type of special relationship, and that your decision to submit any Content does not place XQ in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of XQ, and XQ will not be liable for any use or disclosure of any Content you provide.
XQ may aggregate Content with other data and also collect technical information and data about your use of the Applications. You expressly agree that XQ may use any aggregated and anonymized data for any purpose during or after the term of this Agreement, including, without limitation, to develop and improve the Applications or otherwise develop and improve the Initiative’s services and products.
PERMISSIONS FOR MOBILE DEVICE USERS
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 Applications, including SMS text messages if you have opted to receive text messages) regarding your use of the Applications and/or certain features of the Applications you may be interested in. To the extent you have opted to receive communications, updates and newsletters, you hereby authorize XQ, or those engaged on XQ’s behalf, to deliver such communications to you via email, SMS text messages, or through the Applications.
ACCEPTABLE USE POLICY
You agree not to use the Information, Services or the Applications to post any Content or take any action(s) that (or facilitate(s) or support(s) others in taking any action(s) that):
- infringe, dilute, misappropriate or otherwise violate any of our privacy, intellectual property, publicity or other personal rights, including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names);
- express or imply that any of your statements, activities or causes are endorsed by XQ and/or the Initiative, without our prior written consent in each instance;
- violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense give rise to civil liability or otherwise facilitates, organizes, promotes or admits criminal or harmful activities targeted at people, business, property or animals;
- constitute (i) engagement in any legislative lobbying, (ii) promotion or opposition to anyone’s candidacy in any election to public office or to any political party, or (iii) the conduct of any voter registration drive (unless certain conditions are met).
- are fraudulent obscene, libelous, defamatory, threatening, harassing, degrading, mocking, shaming, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or advocates, incites or facilitates violence;
- encourage suicide or self-injury (including self-mutilation or eating disorders);
- depict, threaten or promote sexual violence, sexual assault, sexual exploitation or other exploitation of humans (including human trafficking or any other activities against their will) or sexual activities or imagery;
- transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
- bypass the measures we may use to prevent or restrict access to the Applications, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Applications or the content therein;
- modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Applications or otherwise attempt to extract the source code of the software underlying the Applications or any part thereof unless expressly permitted or required by law, and in any case, without providing prior written notice to XQ;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Applications;
- sublicense, sell, rent, lease, transfer, assign, or convey any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Applications, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
- copy, “frame” or “mirror” any part of the Applications without our prior written authorization;
- distribute any virus, worm or other similar, malicious or deleterious files, scripts or programming routines or do anything that could disable, overburden or impair the proper working or appearance of the Applications;
- involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CANSPAM Act of 2003);
- deceive people to gain an unfair advantage, gather sensitive personal information or deprive another of money, property, or legal right;
- attempt to disrupt, degrade, impair or violate the integrity, functionality or security of the Applications or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.);
- manipulate identifiers in order to disguise the origin of any submission;
- submit to the Applications or to XQ any information that may be protected under the Health Insurance Portability and Accountability Act, as amended and supplemented (“HIPAA”), or any other information that may be protected from disclosure by applicable law;
- use the Applications for any commercial solicitation purposes;
- use the Applications for any purpose that conflicts with any local, state, federal, or international laws and regulations, including those which pertain to teaching methods, instructional material, and curriculum;
- harvest or collect information about any Applications visitors or members, including any personally identifiable information, without their express consent;
- purchase, sell or trade non-medical drugs, pharmaceutical drugs, marijuana, firearms or ammunition; and/or
Improper use of the Applications may result in termination of your access to and use of the Applications (exercisable in XQ’s sole discretion), and/or civil or criminal liabilities. XQ may, in its sole discretion, also remove, or restrict access to, content that is in violation of these provisions.
The Applications are owned by XQ and XQ’s licensors, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of XQ and XQ’s licensors and suppliers. The Information and Services may be protected by U.S. and international copyright, trademark, trade dress, and other intellectual property and unfair competition laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights in the Applications, Services, or Information by using the Applications or any Services or Information.
The trademarks, logos and service marks displayed on the Applications (collectively, the “Trademarks”) are trademarks of XQ, XQ’s licensors and suppliers, and/or others. Except for the PERMITTED USE OF SERVICES AND INFORMATION stated above, 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’s licensors or suppliers, or the third-party owner of any such Trademark, except as set forth in this Agreement.
CLAIMS OF COPYRIGHT AND TRADEMARK INFRINGEMENT
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/title17/92appb.htmlh 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.
Legal Projects Manager
248 3rd St. #319
Oakland, California 94607
TERM & TERMINATION
This Agreement is effective from the date that you first access the Applications or submit any information to XQ through the Applications, 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. 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.
LIMITATION OF LIABILITY
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.
WHEN INTERACTING WITH OTHER USERS, YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DO NOT KNOW. NEITHER XQ, ITS AFFILIATES, LICENSORS NOR THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES NOR ALL OTHER RELATED PERSONS OR ENTITIES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE APPLICATIONS, AND YOU HEREBY RELEASE THE FOREGOING PARTIES FROM ANY LIABILITY RELATED THERETO. XQ, ITS AFFILIATES, LICENSORS AND THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE APPLICATIONS.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR CONTENT) OR ANY THIRD-PARTY PROVIDER, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE XQ, ITS AFFILIATES, LICENSORS AND THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE.
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.
NOTICE FOR CALIFORNIA USERS
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.
XQ makes no representation that the Applications operate (or are legally permitted to operate) in all geographic areas or that the Applications are appropriate or available for use in other locations. Accessing the Applications from territories where the Applications or any content or functionality of the Applications or portion thereof is illegal is expressly prohibited. If you choose to access the Applications, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws. The Applications are operated from the United States. If you are located outside of the United States and choose to use the Applications or provide your Content to us, your Content will be transferred, processed and stored in the United States. U.S. privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement followed by your submission of your Content in connection with the Applications represents your agreement to this practice. If you do not want your Content transferred to or processed or stored in the United States, you should not use the Applications.
DISPUTE RESOLUTION/GOVERNING LAW
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 regarding or related in any way to the Initiative, 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 without regard to California’s conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
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.
THIS WEBSITE IS OPERATED BY
248 3rd St. #319
Oakland CA 94607
Updated as of April 27, 2020