PLEASE READ THIS AGREEMENT CAREFULLY
Welcome, and thank you for your interest in QUIPA, LLC (“QUIPA,” “we,” or “us”) and for visiting our website, quipa.com (the “Site”), using our platform (the “Platform”), and using the applications, mobile applications, and features, content and services provided by us, including without limitation our proprietary yardage calculator (collectively, the “Services”). These Terms and Conditions constitute an agreement (this “Agreement”) that governs your use of this Site, the Platform and the Services. If you are not satisfied with the terms and conditions contained in this Agreement, you may simply refrain from using this Site or the Services.
The following terminology applies to this Agreement: “We”, “us” and “our” refer to QUIPA. “User”, “you” and “your” refers to you, the user, or site visitor, in whatever capacity. “Client” refers to a User who uses the Services to interact with Workrooms, and a Client may or not be working with a Designer. “Designer” refers to designer and decorator users of QUIPA. “Workrooms” refers to users of QUIPA who make or fabricate soft goods, including fabricators, seamstresses and upholsterers. “Vendors” refers to vendors and suppliers to other Users of products or services, including (i) installation services (including installation and delivery services), (ii) other services, and (iii) fabrics, hardware and other materials and products. “Content” refers to the text, abstracts, metadata, software, scripts, graphics, logos, files, images, photos, sounds, music, videos, interactive features, information, documents and the like. The words “include” or “including” or variants thereof shall mean “including without limitation.”
It is your responsibility to review these Terms and Conditions periodically. We may revise these Terms and Conditions at any time without notice to you. If you have any questions about these Terms and Conditions, please contact us at firstname.lastname@example.org. If at any time you find these Terms and Conditions unacceptable or if you do not agree to these Terms and Conditions or do not wish to be bound by this Agreement, please do not use this Site. Please see Section 5(a) for instructions as to how to cancel your account.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms and Conditions will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AND QUIPA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court).
YOU AGREE THAT BY USING THE SITE AND REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE, AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
1. PLATFORM AND SERVICES
(a) The Site is a platform (the “Platform”) that (i) provides Designers, Clients, Workrooms and other end users with tools that facilitate the calculation of yardage, and the design, ordering and fabrication of soft goods, (ii) provides Workrooms, Designers and Vendors, with tools to better manage their day-to-day business and workflow with their Clients and (iii) enables connections between Clients, Designers, Workrooms and Vendors. Although QUIPA provides various tools and features to its Users, except as expressly set forth herein, QUIPA does not take part in the interactions between and among Clients, Designers, Workrooms and Vendors. QUIPA does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any work or products provided by Designers, Workrooms or Vendors nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Clients, Designers, Workrooms or Vendors. QUIPA makes no representations about the suitability, reliability, timeliness, or accuracy of the work or products requested from and provided by Workrooms or Vendors identified through the Site, whether in public, private, or offline interactions. Clients and Directors contract for work and products directly with Workrooms or Vendors. QUIPA will not be a party to any contracts for work or products.
(b) Identity of Users. QUIPA cannot confirm that each Client, Designer, Workroom, or Vendor using the Site is who they claim to be. QUIPA does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Site. When interacting with any Designer, Workroom, Client or Vendor, 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 don’t know. NEITHER QUIPA NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM, SITE OR SERVICES OR ANY DESIGNER, WORKROOM, CLIENT OR VENDOR. QUIPA AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR THE DESIGN SERVICES.
(c) Release for Services; Disclaimer of Liability. The Site is only a venue for providing Services and connecting Clients, Designers, Workrooms and Vendors to each other. In the event that you, as a User, have a dispute with one or more other Users, you release QUIPA (and our managers, members, officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. SEE OTHER RELEASE PROVISIONS INCLUDING PARAGRAPHS (B) AND (E) OF SECTION 8.
QUIPA expressly disclaims any liability for any miscalculations, cut materials, or purchased materials as a result of using the Services, Site or Platform. QUIPA also expressly disclaims any liability for the quality, timing, or accuracy of any communications, orders, or products that are related to using the Services, Site or Platform. QUIPA expressly disclaims any liability that may arise between Users, including between and among Clients, Designers Workrooms, or Vendors. SEE OTHER LIMITATION OF LIABILITY PROVISIONS, INCLUDING SECTION 12.
(d) No Purchase Commitment. As a User of the Services, Site or Platform you are not obligated to purchase or continue to purchase any Services or to purchase any other of the Services offered on the Platform unless you agree to purchase Services or as may be otherwise expressly agreed upon.
3. USE OF THE SITE and platform; Licenses
(a) Grant of License. Subject to the Terms and Conditions, including your payment of any subscription fees and other amounts required for use of the Site, Platform or Services, QUIPA hereby grants you a limited, nonexclusive, revocable, non-transferable and non-sublicensable right to (i) access, display, and view the Site and the Content and (ii) access and use the Services and the Platform. Any breach of this Agreement shall result in the immediate revocation of the license granted in this paragraph without notice to you.
(b) Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services or the Platform (“Feedback”), then you hereby grant QUIPA an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use and exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. The foregoing shall not require QUIPA to use any Feedback.
(c) User Compliance. You agree to abide by all copyright notices, information, and restrictions contained in any Content accessed through this Site or the Platform.
(d) Restrictions on Use. Except as permitted in the paragraph above, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site, the Platform or any portion of its Content unless expressly permitted by QUIPA in writing. You may not make any commercial use of any of the information provided on the Site or the Platform or make any use of the Site or the Platform for the benefit of another business except in accordance with the Terms and Conditions, unless explicitly permitted by QUIPA in advance and in writing. You may not: (i) make modifications to the Services; or (ii) interfere with or circumvent any feature or aspect of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, you may not use them.
(e) Right to Terminate Service. QUIPA reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if QUIPA believes (in its sole judgment) that your conduct violates applicable law or is harmful to QUIPA’s interests or the interests of other Users.
(f) Access to Platform. QUIPA may assign you a password and account identification to enable you to access and use certain portions of this Site and the Platform. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with the Terms and Conditions, and QUIPA has no obligation to investigate the authorization or source of any such access or use of the Site or the Platform.
YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE AND THE PLATFORM BY ANYONE USING THE PASSWORD AND IDENTIFICATION ORIGINALLY ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE AND THE PLATFORM IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify QUIPA of any unauthorized use of your password or identification or any other breach or threatened breach of this Site’s security.
(g) Eligibility. You must be at least 18 years old to use the Platform. By agreeing to these Terms and Conditions, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Service; and (iii) your registration and your use of the Platform is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms and Conditions on your behalf represents and warrants that they have authority to bind you to these Terms and Conditions and you agree to be bound by these Terms and Conditions.
4. PRICING, BILLING AND PAYMENT
(a) Currency. All prices and fees are in U.S. Dollars and are non-refundable.
(b) Pricing. QUIPA reserves the right to determine pricing for the Services and use of the Platform. QUIPA will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. QUIPA may change the fees for any feature of the Services, including the addition of fees or charges, at any time without prior notice; provided that if you are a party to an agreement with QUIPA for Services, such changes will not be effective until the expiration or termination of such agreement. QUIPA, at its sole discretion, may make promotional offers with different features and different pricing to any of QUIPA’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms and Conditions.
(c) Authorization. You authorize QUIPA and its payment processors to charge all sums, if any, for the features that you order, any level or type of Services you select as described in these Terms and Conditions or as published by QUIPA, and any products you purchase from the Site, to the payment method specified in your account. If you pay any fees or charges with a credit card, QUIPA may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
(e) QUIPA’s Rights. If QUIPA is unable to collect any amounts from a User, we may limit that User’s ability to use the Platform and the Site, and QUIPA may collect fees and charges owed using any legal manner without prejudice to any other right or remedy QUIPA may be entitled to under these Terms and Conditions of Use or by law. QUIPA retains the right, in its sole discretion, to place a hold on any payment made on the Site or Platform. QUIPA has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by QUIPA, in each case in QUIPA’s sole discretion.
(f) Subscription Services. The Services may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize QUIPA to charge any one-time fees to you and periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period, at the then current pricing. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information).
(g) Credit Card Purchases. Users may share relevant payment card information through the Site in order to make purchases. We use a third-party payment processor to manage and process payments you make from the Platform. Additional payment terms and conditions may be set by the third-party payment processor. The actual payment will not be completed until a third-party payment processor processes a User’s payment. Delay is possible. The third party payment processor shall store relevant payment information until directed to complete the transaction.
By using the Site, you expressly authorize (i) the third-party payment processor to collect your payment information and access your transactions on the payment processor platform; (ii) the payment processor to exchange and process merchant data and your data with the third-party payment processor; and (iii) the third-party payment processor to exchange and process merchant and your data worldwide, internally or through a third party service provider, in each case as necessary to enable us to provide the Design Services.
YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR ALL ORDERS PLACED AND ALL PAYMENTS MADE ON OR WITH RESPECT TO THE PLATFORM SITE OR SERVICES. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). If the third-party payment processor does not receive payment from you for a purchase you make on the Platform, you agree to pay all amounts due by you upon demand.
(h) Payment Disputes. If you dispute any charges by QUIPA you must let QUIPA know within thirty (30) days after the date that QUIPA charges you. If you dispute any charges by another User, you must contact the other User directly. You must pay QUIPA (and QUIPA may retain) any transaction costs associated with any refund.
(i) User will be liable for all transaction taxes on the Services and products purchased on the Platform (other than taxes based on QUIPA’s income).
(j) By registering on our Site, you agree to receive emails, newsletters, special promotional offers and other communications from QUIPA. If you do not wish to receive such communications, please let us know by unsubscribing here.
(a) Termination without Cause. You may terminate this Agreement at any time on notice to QUIPA by emailing us at email@example.com and putting “Termination” in the subject line of the email; provided that such termination will not terminate any agreement you have made to QUIPA for Services or products that QUIPA or any Vendor is obligated to provide. QUIPA may terminate this Agreement at any time on notice to you with notification to any physical address, email, text number or phone number provided by you to QUIPA; provided that QUIPA will have no obligation to verify any such contact information. On termination, you lose all right to access or use the Site, Platform and Services. If you have prepaid any Subscription Services and QUIPA terminates this Agreement without cause you will be entitled only to a refund of amounts prepaid.
(i) All Sections of this Agreement which by their nature should survive the cancellation of your account shall continue in full force and effect subsequent to and notwithstanding the cancellation of your account. For example, if you have unpaid fees or expenses for your Subscription Services, other Services, products, or anything related to the Services at the time of your account cancellation, you are responsible for paying those fees and expenses. Without limiting the foregoing, the following provisions shall survive termination: Sections of this Agreement regarding payments, intellectual property rights, indemnification, disclaimer of warranties, limitation of liability, disputes and governing law.
(ii) Except as set forth below, any amounts owed by either party prior to termination remain owed after termination. You agree that QUIPA will not be liable to you or any third party for any termination of your access to the Platform. You will not be entitled to a refund of any payment as a consequence of your termination of your account or QUIPA’s termination with or without cause except as provided in Section 6(a).
(c) Termination for Cause. In addition, we may terminate your account, without notice, for conduct that we believe violates this Agreement or our policies, is harmful to other Users or our business interests, or for an inactive account. If QUIPA terminates or suspends your right to use the Services, Site or Platform for any of these reasons, you will not be entitled to any refund of any amount paid or prepaid by you. In addition to terminating or suspending your account, QUIPA reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
7. NO SOLICITATION
Express as may be approved by QUIPA, neither the Platform nor the Site may be used to solicit any other business, website or service. You may not solicit, advertise for, or contact in any form any Designer, Workroom or Vendor for employment, contracting, or any other purpose not related to the Services facilitated through the Platform, except as provided for in this Agreement.
You may not use the Services to collect usernames and/or email addresses of any Client, Designer, Workroom or Vendor by electronic or other means without the express prior written consent of QUIPA.
8. USER SUBMISSIONS AND THIRD-PARTY CONTENT
(a) User Submissions Generally. The Site and Platform may (but shall not be required to) permit the upload, submission, and distribution of texts, images, material, information, reviews, folders, data, messages and communications by you and other Users (“User Submissions”) and the publishing of User Submissions on the Site. You understand that whether or not such User Submissions are published, QUIPA does not guarantee any confidentiality with respect to any such submissions. As between Users and QUIPA, Users own their User Submissions and retain any copyright and other proprietary rights that Users may hold in the User Submissions that they post to the Site or Platform.
(b) Grant of License to User Submissions. By submitting the User Submission(s) to this Site, or displaying, publishing, or otherwise posting any content, including photographs, on or through the Site, you hereby grant QUIPA and its affiliates, without compensation or further consent or notice to you or others, a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, fully paid, sublicensable and transferable license to (i) use, modify, reproduce, distribute, prepare derivative works of, display, perform, adapt, publicly perform, publicly display, publish, transmit and distribute and otherwise fully exploit the User Submission(s) and portions thereof in connection with the Site and QUIPA’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Site or Service (and derivative works thereof) in any media formats and through any media channels, (ii) use your trademark and logo; and (iii) if you identify yourself by name or provide a picture or audio or video recording of yourself, to reproduce, print, publish and disseminate your name, voice and likeness; in each case, in any format, media or distribution method (whether now known or hereafter created), including in promotional campaigns, marketing materials and to identify you as a customer. You also hereby grant each User of the Site a non-exclusive license to access the User Submission(s) through the Site, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site. For clarity, the foregoing license grant to QUIPA does not affect your other ownership or license rights in your User Submission(s). Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in your User Submissions.
(b) Restrictions. You shall not upload, submit, distribute, or otherwise publish through this Site any texts, images, communications, information, or other material that (i) violate or infringe the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. You shall not submit any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access, acquire, copy, or monitor the Site or any portion of the Content.
(c) Unauthorized Communications. You shall not (i) send or otherwise post unauthorized commercial communications (such as spam) on the Site or through the Service, (ii) engage in unlawful multi-level marketing, such as a pyramid scheme, on the Site or through the Service; (iii) solicit login information or User IDs or access an account belonging to someone else; (iv) imply or state that any statements you make are endorsed by QUIPA, without the prior written consent of QUIPA, or (v) facilitate or encourage any violations of these Terms and Conditions.
(d) Informational Purposes. Content provided on this Site is solely for informational purposes. User Submissions or opinions expressed on this Site are that of the individual expressing such User Submission or opinion and may not reflect the opinions of QUIPA. Representations and opinions expressed by Vendors on this Site are not made by QUIPA.
(e) Responsibility. You shall be responsible for your User Submissions and the consequences of posting or publishing them. You agree that QUIPA has no liability with respect to any User Submissions, including, without limitation, your own User Submissions. You hereby release QUIPA and its officers, directors, employees, agents, representatives and present and future affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof.
(f) Rights of QUIPA. QUIPA reserves the right to decide whether a User Submission is inappropriate or violates this Agreement, including but not limited to copyright infringement, violations of intellectual property law, pornography, obscene or defamatory material, or excessive length. QUIPA also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, QUIPA assumes no responsibility for monitoring the Site for inappropriate content or modifying or removing such content from the Site.
(g) Representations. By providing User Submissions on the Site or via the Platform, you affirm, represent and warrant that:
(i) You are the creator and owner of the User Submissions, or have the necessary licenses, rights, consents, and permissions to authorize QUIPA and Users to use and distribute your User Submissions as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by QUIPA, the Services, and these Terms and Conditions;
(ii) Your User Submissions, and the use of your User Submissions as contemplated by these Terms and Conditions, do not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause QUIPA to violate any law or regulation; and
(iii) Your User Submissions could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
(h) Disclaimer. We are under no obligation to edit or control User Submissions that you or other users post or publish and will not be in any way responsible or liable for User Submissions. QUIPA may, however, at any time and without prior notice, screen, remove, edit, or block any User Submissions that in our sole judgment violates these Terms and Conditions or is otherwise objectionable. You understand that when using the Services you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against QUIPA with respect to User Submissions and other third-party Content. If notified by a User or content owner that User Submissions or any other third-party Content allegedly do not conform to these Terms and Conditions, we may investigate the allegation and determine in our sole discretion whether to remove the User Submissions or other third-party Content, which we reserve the right to do at any time and without notice. For clarity, QUIPA does not permit copyright-infringing activities on the Service.
9. PROHIBITED CONDUCT. By using the Platform and the Site, you agree not to:
(a) use the Platform, Site or any Services for any illegal purpose or in violation of any local, state, national, or international law;
(b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
(c) interfere with security-related features of the Platform, Site or any Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Platform except to the extent that the activity is expressly permitted by applicable law;
(d) crawl, scrape, or spider any content or data relating to third-party Content, User Submissions or the Platform, Site or any Services;
(e) interfere with the operation of the Platform, Site or any Services or any User’s enjoyment of the Platform, Site or any Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another User of the Platform or any Services; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform or any Services;
(f) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other User’s account without permission, or falsifying your age or date of birth;
(g) sell or otherwise transfer the access granted under these Terms and Conditions or any right or ability to view, access, or use any Content.
Any attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9 is expressly prohibited.
10. INTELLECTUAL PROPERTY RIGHTS
(a) QUIPA owns, and reserves all of its intellectual property rights in, the Services, the Platform, the Site and the features and functionality provided by QUIPA. Using any of the Services, the Platform, the Site or the features and functionality does not give you or any other User any ownership therein or in the Content or information made available through the Platform, Site or Services. Without limiting the foregoing, the visual interfaces, graphics, design, photos, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform and the Site (“Materials”) provided by QUIPA are protected by intellectual property and other laws. All Materials included in the Platform, Site and Services are the property of QUIPA or its third party licensors. Except as expressly authorized by QUIPA, you may not make use of the Materials. QUIPA reserves all rights to the Materials not granted expressly in these Terms and Conditions.
(b) Trademarks, etc. Trademarks and logos used in connection with the Platform are the trademarks of their respective owners. The QUIPA name and logos and other QUIPA trademarks, service marks, graphics and logos used for the Platform are trademarks or registered trademarks of QUIPA. The service marks and trademarks of QUIPA, including without limitation “QUIPA”, “Quipa,” all images and text, and all page headers, custom graphics and button icons are service marks, trademarks, and/or trade dress of QUIPA. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
(c) Rights to Content. All right, title and interest in and to the Content provided on this Site are owned either by QUIPA or by our respective third party authors, developers or vendors (“Third Party Providers”), excluding User Submissions that QUIPA has the right to use. Except as otherwise expressly provided by QUIPA, none of the Content may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of QUIPA’s intellectual property rights, whether by estoppel, implication or otherwise. You must contact firstname.lastname@example.org if you have any questions about obtaining such licenses. QUIPA does not sell, license, lease or otherwise provide any of the Content other than those specifically identified as being provided by QUIPA. Any rights not expressly granted herein are reserved by QUIPA.
QUIPA owns or has the right to use all Content, as well as the coordination, selection, arrangement and enhancement of such Content as a Collective Work under the United States Copyright Act, as amended. The Content is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service other than as provided herein without QUIPA’s express prior written consent and, if applicable, the holder of the rights to the User Submissions. Any use of such Content, other than as permitted therein, is expressly prohibited without the prior permission of QUIPA and, if applicable, the holder of the rights to the User Submissions.
11. CONFIDENTIAL INFORMATION
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of QUIPA and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify QUIPA in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to QUIPA upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of QUIPA’s trade secrets, confidential and proprietary information and all other information and data of QUIPA that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
12. DISCLAIMER AND LIMITATION OF LIABILITY
USERS ARE RESPONSIBLE FOR MAKING FINAL DETERMINATION OF THE ACCURACY OF THE INFORMATION PROVIDED BY THE SERVICES. QUIPA IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMING, COMMUNICATION, OR QUALITY OF ANY WORK, INFORMATION, OR PRODUCTS CREATED BY ANY USER. QUIPA IS NOT RESPONSIBLE FOR ANY FAULTS OR FLAWS IN ANY MATERIALS. USER ACKNOWLEDGES THAT ALL MATERIALS HAVE DIFFERENT TEXTURES AND PROPERTIES AND MANY FACTORS THAT COULD INFLUENCE THE CONSTRUCTION OF ANY PRODUCTS MADE AS WELL AS ANY INFORMATION COMMUNICATED REGARDING THESE PRODUCTS. QUIPA CANNOT BE HELD RESPONSIBLE FOR THE YARDAGES, PRICING, OR OTHER CALCULATIONS OR INFORMATION COMPUTED BY USING QUIPA’S SERVICES OR THE PLATFORM. USER ACKNOWLEDGES THAT EVERY USER AND EVERY MATERIAL USED BY USER WILL BE UNIQUE AND CAN VARY CONSIDERABLY. QUIPA CANNOT ANTICIPATE EVERY MATERIAL OR CONSTRUCTION VARIATION. THUS, QUIPA WILL NOT BE HELD RESPONSIBLE FOR ANY MISCALCULATIONS, CUT MATERIALS, OR PURCHASED MATERIALS AS A RESULT OF USING THE SERVICES. NOR WILL QUIPA BE RESPONSIBLE FOR THE QUALITY, TIMING, OR ACCURACY OF ANY COMMUNICATIONS, ORDERS, OR PRODUCTS THAT ARE RELATED TO USING THE SERVICES. QUIPA ALSO WILL NOT BE HELD RESPONSIBLE FOR THE ANY LOSS OF BUSINESS OR LOSS REVENUE WHATSOEVER INCURRED BY USER.
WE HAVE NO SPECIAL RELATIONSHIP WITH YOU OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT WE HAVE NO DUTY TO TAKE ANY ACTION REGARDING: (I) WHICH USERS ACCESS THE PLATFORM OR THE SITE OR GAIN ACCESS TO THE SERVICES, PLATFORM OR SITE; (II) THE TOOLS, FEATURES, FUNCTIONALITY, CONTENT OR PRODUCTS YOU ACCESS VIA SERVICES, PLATFORM OR SITE; OR (III) HOW YOU MAY INTERPRET OR USE THE CONTENT, SERVICES OR PRODUCTS.
YOU ACKNOWLEDGE AND AGREE THAT QUIPA IS ONLY WILLING TO PROVIDE THE SERVICES AND MAKE AVAILLABLE THE PLATFORM AND THE SITE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD QUIPA, ITS PRESENT AND FUTURE MEMBERS, MANAGERS, AFFILIATES, CONTRACTORS, OR LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE, MISUSE OF OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY QUIPA OR ITS PRESENT AND FUTURE AFFILIATES, CONTRACTORS OR LICENSORS OR ANY OTHER USER OF THE SERVICES, SITE OR PLATFORM, AND ANY DESTRUCTION OF YOUR INFORMATION.
QUIPA SHALL HAVE NO LIABILITY FOR THE PERFORMANCE BY ANY USER OF ITS OBLIGATIONS UNDER ANY AGREEMENT BETWEEN USERS RESPECTING THEIR PURCHASE OR SALE FROM EACH OTHER OR ONE ANOTHER OF ANY SERVICES OR PRODUCT, WHETHER TO FACILITATE THE DESIGN, ORDERING AND FABRICATION OF SOFT GOODS OR. ANY RECOURSE THAT A USER MAY HAVE SHALL BE HAD DIRECTLY AGAINST THE OTHER USER(S) PARTIES TO SUCH AGREEMENT AND NOT TO QUIPA.
THE SERVICES PROVIDED BY QUIPA ARE PROVIDED BY QUIPA ON AN “AS IS” BASIS. THE PRODUCTS AND SERVICES OFFERED BY ANY OTHER USER OF THE PLATFORM OFFERED FOR SALE ON IT AND THE TRANSACTIONS CONDUCTED THROUGH IT ARE FACILITATED BY QUIPA ON AN “AS IS” BASIS. QUIPA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR PLATFORM OR THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED ON THIS SITE OR PLATFORM EXCEPT AS PROVIDED HEREIN. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, QUIPA (AND OUR MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS) DISCLAIM ALL WARRANTIES ABOUT THE SERVICES, SITE OR PLATFORM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION. THE SITE AND PLATFORM MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. QUIPA DOES NOT WARRANT THAT THE SERVICES, CONTENT OR FUNCTIONALITY WILL BE UNINTERRUPTED OR ERROR FREE OR FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUIPA (AND ITS PRESENT AND FUTURE MANAGERS, MEMBERS, AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, CORPORATE PARTNERS) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, THE PLATFORM OR QUIPA SERVICES, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT QUIPA OR ITS PRESENT OR FUTURE MANAGERS, MEMBERS, AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO QUIPA DURING THE SIX-MONTH PERIOD PRIOR TO THE TIME SUCH CLAIM AROSE.
QUIPA DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED (A) VIA THE SERVICES OR THROUGH THE PLATFORM OR (B) BY A USER (INCLUDING WIHOUT LIMITATION A WORKROOM) FOR ANY OTHER USER.
You hereby agree to indemnify, defend, and hold harmless QUIPA, its present and future affiliates, managers, members, directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, from and against any and all claim, loss, damage, expense, tax or demand of liability, including attorneys’ fees and expenses, arising out of or in connection with your use, misuse or inability to use the Services, Site or Platform, violation of these Terms and Conditions, or infringement by you (or any third party using your account or identity in the Services) of any intellectual property or other right of any person or entity. QUIPA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will assist and cooperate with us in asserting any available defenses. You will not, in any event, settle any claim or matter without the written consent of QUIPA.
14. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law rules, and the United States of America.
15. DISPUTE RESOLUTION; ARBITRATION
(a) To expedite resolution and reduce the cost of any dispute, controversy or claim between you and QUIPA arising out of or related to this Agreement, use of the Services, the Site or the Platform (“Dispute”), you and QUIPA agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any formal proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to QUIPA. QUIPA’s address for such notices is QUIPA, LLC, 1231 Collier Rd., Suite F, Atlanta, GA 30318 Attention: Legal.
(b) If you and QUIPA are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration in the City of Atlanta, Georgia. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH BELOW, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL REGARDING SUCH DISPUTE. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, QUIPA will pay all such fees other than the initial filing fee to be paid by the party initiating arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law.
(c) Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief on an individual basis in a federal or state court in the City of Atlanta, Georgia with respect to any Dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
(d) You and QUIPA agree that any arbitration will be limited to the Dispute between QUIPA and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND QUIPA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING THAT CONSTITUTES A DISPUTE UNDER THIS AGREEMENT. Further, unless both you and QUIPA otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section 18 will be deemed null and void.
You agree that QUIPA’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that QUIPA shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that QUIPA may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys’ fees.
No right or remedy of QUIPA shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses.
No instance of waiver by QUIPA of its rights or remedies under these Terms and Conditions shall imply any obligation to grant any similar, future or other waiver.
17. FORCE MAJEURE
QUIPA shall be not held liable for any delay or failure in performance of any part of this Agreement from any cause beyond our control and without our fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts of hackers and other illegal activities of third parties, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers or acts, omissions, overloading or slow downs over the internet or any third party internet service providers.
18. QUESTIONS, CONCERNS AND SUGGESTIONS
To report any violations of these Terms and Conditions of Use or to pose any questions regarding this Terms and Conditions of Use or the Platform, please contact us at email@example.com.
19. TYPOGRAPHICAL ERRORS
In the event any of the services or products on the Site (including products or services offered by other Users) or any of our Services is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, QUIPA shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. QUIPA shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, QUIPA shall issue a credit to your credit card account in the amount of the charge.
All provisions of this Agreement are separate, severable, and divisible. Any finding of unenforceability or invalidity of any provision shall not affect the enforceability or validity of the remaining provisions. If any provision is found to be unenforceable or invalid as written under applicable law, it shall be modified or deleted so as to preserve the enforceability and validity of the same and of the entire Agreement the fullest extent permissible under applicable law.