Terms of Service

General Policies

User Terms of Service

THESE TERMS OF SERVICE, TOGETHER WITH OUR PRIVACY POLICY, TERMS OF USE, ANY ADDITIONAL POLICIES AND FUTURE MODIFICATION, AND ANY APPLICABLE ORDER FORM (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS, EVALUATION, OR YOUR ACQUISITION AND USE OF OUR SERVICES. PLEASE READ CAREFULLY.

THIS AGREEMENT IS BETWEEN US (“QUANTUM ELECTRONIC PAYMENTS”, “Qmedia“, “WE”, OR “OUR”) AND YOU (“PARTNER”, OR “YOUR”). BY ACCEPTING THIS AGREEMENT, BY ACCESSING; BY BROWSING Qmedia WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR FOR FREE SERVICES, BY USING SUCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access our services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

 

1. DEFINITIONS

“Agreement” means applicable Order Form, Terms of Service, Privacy Policy, Terms of Use, any additional policies and future modification and all materials referred to in here.

“Augmented Data” means information you submit to us to update, enhance, or augment such data to augment, verify, or correct through the use of our database, public sources, and/or through third party service providers.

“Consulting Services” means the professional services available to you, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.

“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.

“Customer” means an individual, or legal entity user that obtains websites or services from you.

“Documentation” means works of authorship that we make generally available for you and/or your Customer use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.

“Free Services” means subscription services or other products and features made available to you, or a free trial basis. Free Services exclude Purchased Services.

“Intellectual Property” means the following: all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, specifications, subroutines, techniques, works of authorship, and other forms of technology.

“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

“Marketplace” means an online marketplace of applications and/or services made available by us and third party providers.

“Marks” means any trademark, service mark, or trade name of a party.

“Order” or “Order Form” means online ordering document that has your information including, your contact information, subscription tier, term, activated products and so on.

“Platform” means the application that allows you to use and access the Solutions.

“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.

“Solutions” means products and/or services that we will make available in the Platform for you and/or for your Customer.

“Services” means the products and services that are enabled by you through Platform and Solutions, ordered by you under an Order Form, or provided to you under Free Services. Services exclude Marketplace and non-Qmedia applications.

“Your Data” means electronic data and information submitted to our Services by you or on your behalf.

“User” means any individual or a legal entity accepting this Agreement or who is authorized by you to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants, contractors, and your Customers.

 

2. SERVICES AND OUR RESPONSIBILITY

1. Provision of Purchased Services. Subject to this Agreement or any applicable Order Form, we will do the following: (a) provide you with standard support, or upgraded support if purchased, and (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week except for: (a) scheduled maintenance; (b force majeure events, including an act of God, act of government, flood, fire, earthquake, war, terrorism, service provider failure, or denial of service attack; or (c) your acts or omission.

2. Subscription; Upgrades and Downgrades. Detailed information on available tiers of subscription and what are included in each subscription is found on our website: https://www.qmedia.live. You may upgrade your subscription tier at any time during the month. You may request to downgrade your subscription tier at any time, but it will only be effective at the end of your current term.

3. Free Services. You may register for Free Services subject to the terms of this Agreement until the earlier of: (a) the end of free trial period; (b) the start date of any Purchased Services; or (c) termination by us in our sole discretion without prior notice. You agree that we will not be liable to you or any third party for any damages arising from using the Free Services or terminating free access to our Services. Except as required by law, you are solely responsible to export your data from Free Services prior to termination. We will not be responsible for any data you have entered or any customizations made to the Services by or for you unless you purchase a subscription.

4. Modification. From time to time, we may modify any minor part of our Services to improve your experience. We will not make any material changes to our Services without providing notice.

5. Consulting Services. You may purchase professional consulting services, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.

 

3. FEES AND PAYMENT

1. Subscription. Unless otherwise provided in the applicable Order Form, (a) the subscription fee will remain fixed during the term; (b) the subscription fee is non-cancellable and non-refundable subject to Section 5.2; (c) Purchased Services are purchased as subscriptions; (d) subscription can be upgraded, and (e) any added subscription will terminate on the same date as the underlying subscriptions.

2. Onboarding Fee. This one-time setup fee will be considered in any integration and training plan we design (“Onboarding Fee”). Onboarding Fee is mandatory, subject to the level of subscription or the size of the accounts, and is non-refundable.

3. Products. Certain Solutions require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services for an account are for a full period as per each specification. You may cancel any of their active products at any time, and the system will automatically deactivate the product at the end of the current term.

4. Invoicing and Payment. All amounts invoiced are due and payable immediately, unless otherwise provided in the Order Form. You are responsible for providing complete and accurate billing and contact information to us and notifying us for any changes to such information.

5. Payment Method. You will pay all fees via credit card or by other payment type specified in the applicable Order Form. You may be required to use a credit card transaction in order to activate some products and services immediately on demand. If you are making payments via credit card, you authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such that third party.

6. Overdue Charges; Late or Non-Payment. If you do not pay the invoice by the due date, then without limiting our rights or remedies (a) those overdue charges may accrue 2% of outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) we may suspend or terminate the current subscription term, and/or (c) we may alter your payment terms on future subscriptions.

7. Payment Dispute. You will notify us immediately if there is any issue with your invoice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

8. Fee Increase. The pricing of any fee during any renewal term may increase up to 8% above the applicable pricing in the prior term, unless we provide you notice of different pricing at least 60 days prior to the applicable renewal term. Notwithstanding anything to the contrary contain herein, you shall have thirty (30) days to accept the changes fee from the receipt date of notice, or are entitled to terminate service without any penalty. In the event that you choose to terminate the service, you shall have ninety (90) days to export, download or transfer your data at the current fee and we shall refund pro rata of your prepaid services.

9. Taxes. You are responsible for paying all taxes, levies or similar governmental assessment including, for example, sales, value-added, use or withholding taxes, associated with your purchases hereunder. Our fees do not include taxes, which we will charge as applicable and you will pay that amount. You shall have no liability for any taxes based upon our gross revenues or net income. We are solely responsible for our own taxes based on our income, property and employees.

 

4. TERM AND TERMINATION

1. Term and Renewal. This Agreement commences on the date you first accept until specified in the applicable Order Form, or in the Platform and Solutions, and will automatically renew for an additional year, unless either party gives the other notice of non-renewal at least thirty (30)  days before the end of the relevant term. If you have purchased Solutions during the subscription term, the fees for these Solutions will be on a monthly basis (or annually as the case may be), unless otherwise indicated in your Order Form. If a subscription is not renewed, any activated Solutions will be invoiced at its full period. If you use our Free Services, we will make the Free Services available to you subject to Section 2.3 above. Except as stated in the applicable Order Form, renewal of promotional or one-time priced subscription will be at our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.

2. No Early Termination; No Refunds. The subscription term will end on the expiration date and the subscription cannot be cancelled early. All fees are non-refundable. If you terminate this Agreement during the term, you agree to pay any outstanding fees due and payable for the remainder of the term. Notwithstanding anything to the contrary contained herein, in the event that this Agreement is terminated by us without case or due to the breach of us of this Agreement, you shall NOT be responsible for the remaining fees due and payable, and we shall refund you the pro rata of remaining contract of this Agreement or prepaid services.

3. Termination/Suspension. Either party may terminate this Agreement for cause, upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period. We may terminate this Agreement for cause: (a) upon fifteen (15) days written notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (b) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (c) immediately, the Customer or the User violates the Terms of Service or applicable local, state, federal, or foreign laws or regulations. While any payment is delinquent, subject to our reasonable and sufficient notice: (a) any unpaid fees will incur a late fees; (b) we may terminate or suspend your, Customer’s and/or User’s access; and/or (c) we may initiate direct communications with the Customer or any User.

4. Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licences granted to you shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.

5. Return of Property. Upon expiry or termination of this Agreement, you may request within ninety (90) days to export or download Your Data subject to the term of section  4.6 of the Agreement. After ninety (90) days period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all Your Data in our systems or otherwise in our possession, unless legally prohibited.

 

5. PROPRIETARY RIGHTS AND LICENSES

1. Proprietary Rights. All our Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, create derivative works or use them in a fashion contrary to this Agreement. You have the right to access and use the Services subject to the terms of this Agreement.

2. Your Rights; Your Data. You own and retain all rights to Your Data. You grant us and our applicable third parties to use Your Data as necessary to provide the Services to you and as permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted, we acquire no right, title or interest from you or your licensors under this Agreement.

3. License to Use Feedback. You grant us license to use and incorporate into our services any comments, suggestion, enhancement, recommendation, correction or other feedback provided by you or Users, without any payment or attribution.

4. Augmented Data. If we make Augmented Data available to you, you may use Augmented Data during your Purchased Subscription period only. We will make Augmented Data based on Your Data and it will only be available to you.

 

6. LEGAL TERMS

1. DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, OR MARKETPLACE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

2. NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOOD WILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

3. LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED, THE LESSER OF: $5,000 OR THE TOTAL AMOUNT PAID BY YOU FOR THE SIX MONTHS SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU ARE USING FREE SERVICE, THIS LIMITATION SHALL NOT APPLY TO YOU, AND IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICE, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS. 

4. THIRD PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS THAT YOU USE.

5. CONFIDENTIALITY. During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so.

6. PUBLICITY. You grant us the right to add your name and logo to our partner list, podcast and website in all our media releases.

7. NO-EXCLUSIVITY AND INDEPENDENT CONTRACTOR. Partner and its Customers will not have an exclusive right to market, sell or implement Solutions, and no franchise is granted to Partner. Qmedia expressly reserves the right to market and sell the Solutions itself to any entity. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship between Qmedia and Partner employees is created hereby. Neither Party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in any respect whatsoever. Notwithstanding the use of the term “partner” in this Agreement, the Parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them. For greater certainty, Partner hereby acknowledges and agrees that Qmedia shall not, exercise any control over, or offer assistance in, Partner’s method of operation, including locations, business organization, marketing techniques or training.

8. NON-SOLICITATION. During the term for two (2) year following the termination of this Agreement, each party will not solicit, hire, contract with or retain any of the other party’s directors, officers, employees, assignees, other partners, third party provider or customers without the party’s prior written consent; provided, however, that this limitation shall in no way apply to the hiring or solicitation of any of each party’s personnel that respond to public postings.

 

7. MISCELLANEOUS

1. Amendment; Entire Agreement; Precedence. This Agreement, including all appendices and Order Form(s), along with our Privacy Policy and Terms of Use, is the final, complete and exclusive agreement between us and you with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings. To the extent of any conflict or inconsistency, this Agreement shall control. We may update and change this Agreement at any time and such change will be posted here at: https://www.qmedia.live/terms-of-service. For any material change to this Agreement, we will send prior notice via email or in-app notification. The updated Agreement will have an indication of its effective and binding date, for example, Terms of Service will have “Last Modified” or “Effective As of” or similar language thereof. We encourage you to check our Agreement on a regular basis. Please notify us in writing if you do not agree with any changes within thirty (30) days. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

2. No Waiver. Delay in exercising any right or remedy will be a waiver of such right or remedy. No course of dealings between you and us shall be construed as a waiver of any subsequent breach or modification hereof.

3. Currency. Unless expressed in the applicable Order Form, all references to money amounts are to the lawful currency of the United States Dollars (“USD”).

4. Severability. If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement and such unenforceable provision will be deemed to superseded by a valid, enforceable provision that most closely matches the intent of original provision

5. Interpretation. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

6. Assignment. You will not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any successor by way of any merger, consolidation or reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

7. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement

8. Survival. The following sections shall survive the expiration or termination of this Agreement: “Definitions”, “Your Use of Services”, “Fees and Payment”, “No Early Termination; No Refunds”, “Termination/Suspension”, “Effects of Termination”, “Return of Property”, “Proprietary Rights and Licenses”, “Confidentiality”, “Publicity”, “Indemnification”, “Disclaimer; Limitation of Liability”, “No-Exclusivity and Independent Contractor” and “Miscellaneous”.

9. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Saskatchewan and all applicable federal laws of the United States of America, without regards to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of courts located in Orange County, California for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.

Privacy Policy

Quantum Electronic Payments LLC (DBA: “Qmedia“) and its affiliates (“Quantum”, “Qmedia“, “we”, “us”, “our”, or the “Company”) is committed to protecting the privacy of individuals who visit our websites (“Websites”), individuals who access and/or use our software (“Platform and Solutions”), including our associated mobile applications owned and controlled by Qmedia (“Mobile Apps”). This Privacy Policy describes Qmedia‘s privacy policy practices in relation to your access and uses of Platform and Solutions and its products and Mobile Apps (collectively, the “Services”), your use and access to our Websites and your choices regarding use, access, correction and deletion of your personal information.

If you do not agree with the terms, do not access or use the Services and Websites or any other aspect of Qmedia‘s business. 

By using our Service, access our Website, execute an agreement, or agree to terms that reference this Privacy Policy, you agree to the term of this Privacy Policy.


CONTENTS

1. The Information We Collect

a. When you visit our Websites

b. When you visit our Platform and Solutions

c. Import Option

2. The Uses of Information Collected

a. Your Profile

b. Legitimate Interests under the GDPR

c. Websites and Services

d. Administration

e. Marketing

3. Disclosure to Third Party

a. No Selling Of Your Personal Data

b. Your Instruction

c. Third Party Services/Marketplace Vendors

d. Third Party Service Providers

e. Merger and Acquisitions

f. Anonymized Data

g. To Comply with Laws

4. Navigational Information

a. Cookies

b. Log Files, IP Addresses

c. Flash Cookies and Other Third Party Tracking

d. Do Not Track

e. Social Media Features and Single Sign On

f. Link

5. Correct, Update, Delete Information

a. International Transfer

b. Security

c. Age Limitation

d. Public Forum, Refer a Contact, Customer Testimonial

e. Mobile Apps

f. Changes and Notices

g. Retention of Personal Data

h. Our Commitment to General Data Privacy Regulation (GDPR)

i. California Privacy Rights (CCPA)

 

1. The Information We Collect

a. When you visit our Websites

When you come to visit our Websites, we collect information about your browser type, Internet Protocol (“IP”) address, geographical location, referral source, length of visit and pages viewed (“Navigational Information”). Navigational Information is more described below.

b. When you visit our Platform and Solutions

When you request for more information about the Services, we require you to provide the following personal information: your name, email address, your company name, and telephone number (“Primary Information”). 

When you purchase or subscribe to our Services, we require you to provide the following personal information: Primary Information, company address, billing name and address, credit card information, the number of employees within the organization and any other information you choose to provide to us (“Personal Data”). 

c. Import Option

Through our “import option”, we may also collect Personal Data or email address of contacts that you choose to share with us. When you provide us with personal information about your contacts, they are subject to your own privacy policy or your responsible. We will only use this information for the specific manner under this Privacy Policy, such as to add new accounts to your Qmedia account. 

 

2. The Uses of Information Collected

a. Your Profile

When you register or use any of our Service, you create your own public profile and configure your own privacy settings. You can view your profile to verify what information you provide is being shared publicly and you can edit your profile to remove information you do not want to be displayed publicly. We may use information about you that we collect from other sources, including but not limited to newspapers and internet sources such as blogs, instant messaging services, Platform developers, social media websites and other users of our Websites, to supplement your profile.

b. Legitimate Interests under the GDPR

To the extent that Qmedia’s processing of your Personal Data provided by you is subject to the General Data Protection Regulation (“GDPR”) in European Union (“EU”), Qmedia relies on its legitimate interests to process your data. This may include keeping your information after you deactivate your account for the period of time needed for us to pursue legitimate business interests, direct marketing purposes, conduct audits, comply with (and demonstrate compliance with) legal obligations, resolve disputes, and enforce our agreements.

c. Websites and Services

We use Navigational Information alone or in combinations with publicly available information about you to operate, enhance, improve and personalize your experience on our Websites. In addition, we use Navigational Information, Personal Data you have provided, publicly available information about you or in any combination of these to understand, operate, enhance, improve, research, and analyze the usage trends and preferences to the features of our Services and to create new features and functionality.

d. Administration

We will use your email address or phone number to contact you for administrative purposes, for customer service purposes, to address intellectual property notice, changes to our services, important notices, rights of privacy, or defamation issues. When you provide us with credit card information, we use it to check your financial qualifications and to collect payment from you. We use a third party service provider to manage credit card processing.

e. Marketing

We may use your Personal Data to send information about new product features or marketing communications from the business of carefully selected third parties which we think may be of interest to you. These are third party marketing communications and you can control settings whether to receive them.

3. Disclosure to Third Party

a. No Selling Of Your Personal Data

At Qmedia, we are not in the business of selling your information to any third party.

b. Your Instruction

We will share, disclose, and update your Personal Data in accordance with your instructions, including any applicable Agreement, Terms of Conditions, and Terms of Use.

c. Third Party Services/Marketplace Vendors

When you access our Platform and Solutions, you will have access and to purchase from third parties. For example, in our Marketplace, you are able to engage with third party companies or individuals as service providers (called “Vendors”) to process and support your business. When you enable a service or purchase a product with our third party service providers or Vendors, we may share some of your Personal Data. These third parties are not owned or controlled by Qmedia and they have their own set of terms and conditions and privacy policies. Please refer to their privacy settings and notices of these third party services.

d. Third Party Service Providers

We employ third party entities or individuals to provide services improvement or complement. For example, we may employ third party entities or individuals for website creation and development, hosting, maintenance and support; virtual computing and storage services and so on. These third party companies may have access to or process your information.

e. Mergers and Acquisitions

In the event that Qmedia is engaged in a  merger, acquisition, bankruptcy, dissolution, reorganization, financing, public offering of securities, sale of some or all of Qmedia’s assets or stock, acquisition of some or all of our business, a similar transaction or proceeding, or steps in contemplation of such activities, some of all Personal Data may be shared or transferred, subject to standard confidentiality agreement.

f. Anonymized Data

We may disclose or use aggregated or anonymized Data for any purposes including research.

g. To Comply with Laws

We may be compelled to disclose Personal Data if we reasonably believe such disclosure is [to protect our rights, protect your safety or the safety of others] in accordance with or required by any applicable law, regulation or legal process.

 

4. Navigational Information

a. Cookies

Cookies are small text files sent by us to your computer or mobile device. Cookies are unique to your account or your browser. Cookies can be used to recognize you and your preferences when you visit our Websites or Services and give you a personalized experience in a faster and more secure way. 

We use cookies and other ad technology such as Web beacons, pixels and tag or in any combinations to compile information about your usage or our Websites or Services and give you a personalized experience in a faster and more secure way. They also help provide us a market more effectively to users, provide aggregated auditing, research, and reporting. 

Session cookies are automatically deleted once the user closes the browser or Mobile App, whereas Persistent cookies last until you or your browser delete them, or until they expire.

You may choose to disable this cookie feature in your browser. To learn how do this, please visit https://www.aboutcookies.org/ or https://www.allaboutcookies.org/

In addition, we use third party cookies like Google Analytics. For more information on our Cookie Policy, click here.

b. Log Files, IP Addresses

As is true of most websites and technology services offered via the internet, our servers automatically collect information when you access or use our Websites or Services and record them in log files. This information may include IP address, the address of web address you have come from and you are going to, browser type and settings, your internet service provider or mobile carrier, your searches, your operating system, your location, the date and time you have accessed or used Services, information about your browser configuration and plugins, language preference and cookie data.

c. Flash Cookies and Other Third Party Tracking

Qmedia or our third party partners may use Flash cookies to remember settings, preferences and usage and volume statistical information from you to provide personalized settings, enhanced interactions and more relevant communications, and to track the performance of our advertisements.

d. Do Not Track

Currently, the Company’s Websites or Services do not respond to your web browser “do not track” signals or other mechanisms.

e. Social Media Features and Single Sign On

The Company’s Websites and Services may use social media features, such as the Facebook “like” button. These features may collect your IP address and which page you are visiting on the Company’s Websites, and may set a cookie to enable the feature to function properly. Your interaction with these features are governed by the privacy policy of such social media companies providing the relevant features.

f. Links

Our Websites may contain links to other sites. We are not responsible for the privacy practices of other sites.

 

5. Correct, Update, Delete Information

Access and control over most Personal Data on our Websites and Services are readily available through the profile editing tools. Users may modify, or delete any of their profile information at any time by logging into their account. Information will be updated immediately. Individuals who wish to deactivate their Services may do so. Deleted information may persist in backup copies for a reasonable period of time but will not be generally available to members of the Services. 

We may correct, update, delete or otherwise modify any of the personal information that you have previously provided to us through the Company’s Websites and Services. See our GDPR and CCPA commitment for more details.

 

6. International Transfer

By using our Services, you are consenting to have your personal data transferred to and processed in the United States/United States of America. 

We may transfer your Personal Data you provided to countries other than the one in which you live. The Company primarily stores your Personal Data in the United States. 

We offer EU Model Clauses to meet the adequacy and security measures for our customers that operate in the EU, and other international transfers of data.

 

7. Security

At Qmedia, we take security of data very seriously and is on the top of our priority. Our Websites and Services take appropriate precautions to protect Personal Data. Your account information is located on a secured server behind a firewall. When you enter your personal information, such as credit card number or your password, we encrypt that information using secure socket layer technology.

Although we allow you to set privacy options that limit access to your pages, we cannot guarantee that information, during transmission through the internet or while stored on our system or otherwise in our care, will be absolutely safe from intrusion by others. Please be aware that no security measures are perfect or impenetrable.

 

8. Age Limitation

To the extent prohibited by applicable law, we do not allow use of Websites and Services by anyone younger than 18 years old. In the event that we learn we have collected personal information from anyone under the age of 18, we will delete that information as quickly as possible. If you learn that a child has provided us with personal information in violation of this Privacy Policy, you can alert us at privacy@qmedia.websitepro.hosting.

 

9. Public Forum, Refer a Contact, Customer Testimonials

We may provide boards, blogs, or chat rooms on the Company’s Websites. Any personal information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. We are not responsible for any personal information you provide to these forums. 

You may elect to refer a friend by submitting a name and email address to us. We will send the contact a one-time email about Websites and Services and we do not store this information. 

We post customer testimonials and comments on our Websites, which may contain Personal Data. We obtain prior consent before we post any information on our Websites.=

 

10. Mobile Apps

In addition to information we collect on our Websites and Services, when you use our Mobile Apps we may also collect further information including your city locations, device model and version, device identifier (or “UDID”), OS version, and your subscription. We use mobile analytics software to better understand functionality of our apps on your mobile device. 

You may set your settings to receive push notifications and other access to your phone such as camera and contracts. 

Mobile Apps may transmit information to and from Devices to provide the Mobile Application services. International Transfer.

 

11. Changes and Notices

Qmedia reserves the right to change this Privacy Policy from time to time, in order to comply with laws, regulation, our business, and industry standards including security. Your use of our Services and any disputes arising from it, is subject to this Privacy Policy as well as Terms of Service and Terms of Use

If we make material changes, we will provide thirty (30) days notice via email, through the Services, or through mutually agreed channels of communications.

If you disagree with the changes or any part of this Privacy Policy, you should deactivate your Services account immediately and refrain from using our Services.

 

12. Retention of Personal Data

We reserve the right to retain any Personal Data, subject to: (a) fulfilling our obligations under our Agreement with you; (b) comply with applicable laws. Without limiting the generality of the foregoing, if you have an account and wish to close your account, please visit your account settings. Upon your request, we will close your account, and delete your contact information, billing and shipping information. After you close your account, you will not be able to sign in to your account. After you close your account, please note that we may retain and use certain of your information for analytical purposes and recordkeeping integrity where permitted by law to prevent fraud, collect any fees owed, enforce our user agreements and terms and comply with legal requirements. If certain information is shared with third parties or you shared with other users, such content or information may still be available to those other users.

13. Our Commitment to General Data Privacy Regulation (“GDPR”)

We are committed to ensure the privacy and security of our customers’ data. To have a better understanding of what we are doing to support our customers in the processing of their data and to remain compliant with the provisions of GDPR, please click this link.

14. California Privacy Rights

This section applies only to California consumers/residents. The California Consumer Protection Act (“CCPA”) gives California residents certain rights over data privacy and the use of their Personal Information. As a business, we are required under CCPA to detail the categories of personal information that we collect, use, share, and the rights applicable to such consumers/residents. Click this link to understand our compliance with these requirements.

Product Terms of Service

Qmedia Social Marketing Platform

The Social Marketing Platform service (collectively, “Social Marketing Platform” or “the Platform”) are operated by Quantum Electronic Payments, DBA: “Qmedia” and its corporate affiliates (collectively, “us”, “we” or “the Company”). By accessing or using this web site or the mobile version thereof (together the “Site”) you (the “User”) signify that you have read, understand and agree to be bound by these Terms of Use (“Terms of Use” or “Agreement”), whether or not you are a registered member of Social Marketing Platform. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

ELIGIBILITY
Membership in the Service is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.

REGISTRATION DATA; ACCOUNT SECURITY
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE
All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

USER CONDUCT
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. In addition, you agree not to use the Service or the Site to:

1. harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

2. use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;

3. use automated scripts to collect information from or otherwise interact with the Service or the Site;

4. upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

5. upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;

6. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

7. upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

8. upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, email addresses, Social Security numbers and credit card numbers;

9. solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;

10. upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

11. intimidate or harass another;

12. upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

13. use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site.

14. upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.

USER CONTENT POSTED ON SITE
You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. The Company does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

SOCIAL MARKETING PLATFORM MOBILE SERVICES
The Service includes certain services that are available via your mobile phone, including (i) the ability to upload content to Social Marketing Platform via your mobile phone (Mobile Uploads), (ii) the ability to receive and reply to Social Marketing Platform messages, (iii) the ability to browse Social Marketing Platform from your mobile phone (Mobile Web), and (iv) the ability to access certain Social Marketing Platform features through a mobile application you have downloaded and installed on your mobile phone (Mobile Client) (collectively the “Mobile Services”). We do not charge for these Mobile Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Social Marketing Platform and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Social Marketing Platform account information to ensure that your messages are not sent to the person that acquires your old number.

COPYRIGHT COMPLAINTS
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Social Marketing Platform website or service any materials that violate another party’s intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement directly to us.

REPEAT INFRINGER POLICY
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company 
may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

THIRD PARTY WEBSITES AND CONTENT
The Site contains (or you may be sent through the Site or the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any

Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

SHARE SERVICE
Company offers a feature whereby users of the Site can share with others or post to their own member profile, videos, articles and other Third Party Applications, Software or Content from, and/or links to, Third Party Sites through the Service (the “Share Service”). You acknowledge and agree that your use of the Share Services and all links, User Content or Third Party Applications, Software or Content shared through the Share Service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

SOCIAL MARKETING PLATFORM APPLICATIONS
The Social Marketing Platform has a set of APIs and services provided by the Company that enable third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by Social Marketing Platform and its users and/or that retrieve authorized data from third-party sites for use on the Social Marketing Platform Site (“Platform Applications”). 
Platform Developers may use the Social Marketing Platform and create Platform Applications only in accordance with the terms and conditions set forth in an agreement entered into between Social Marketing Platform and the Platform Developer (“Developer Terms”). Our standard Developer Terms consist of the Social Marketing Platform Developer Terms of Service and the related Social Marketing Platform Application Guidelines. We may from time to time enter into separate agreements with certain third party Platform Developers that contain different or additional terms, provided however, that each such separate agreement will require the third party Platform Developer to only display your information in accordance with your Social Marketing Platform privacy settings. The standard Developer Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these documents from time to time. ALL USE OF THE SOCIAL MARKETING PLATFORM IS PROVIDED “AS IS” AND AT YOUR OWN RISK.

Users who install Platform Applications must agree to the terms and conditions set forth in the Platform Application Terms of Use (“Application User Terms”) and in these Terms of Use. The Application User Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these terms each time you install an application and from time to time. Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using Platform Applications. Platform Applications have not been approved, endorsed, or reviewed in any manner by Social Marketing Platform, and we are not responsible for your use of or inability to use any Platform Applications, including the content, accuracy, or reliability of such Application and the privacy practices or other policies of Developers. YOU USE SUCH PLATFORM APPLICATIONS AT YOUR OWN RISK.

If you, your friends or members of your network use any Platform Applications, such Platform Applications may access and share certain information about you with others in accordance with your privacy settings as further described in our Privacy Policy. Platform Developers are required to agree to restrictions on access, storage and use of such information. However, while we have undertaken contractual and technical steps to restrict possible misuse of such information by such Platform Developers, we do not screen or approve Developers, and we cannot and do not guarantee that all Platform Developers will abide by such restrictions and agreements. Certain actions you take through the Platform Applications may be displayed to your friends in your profile and feeds, and you may opt-out of displaying your Platform Application actions on the Privacy Settings page. Please report any suspected misuse of information through the Social Marketing Platform as described in our Privacy Policy.

SOCIAL MARKETING PLATFORM PRIVILEGES
Social Marketing Platform Pages are used solely for commercial purposes. You may not set up a Social Marketing Platform Page on behalf of another individual or entity unless you are authorized to do so. This includes any Social Marketing Platform Pages to support or criticize another individual or entity.

THE COMPANY DOES NOT PRE-SCREEN OR APPROVE SOCIAL MARKETING PLATFORM PAGES, AND CANNOT GUARANTEE THAT A SOCIAL MARKETING PLATFORM PAGE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF A SOCIAL MARKETING PLATFORM PAGE. NOR IS THE COMPANY RESPONSIBLE FOR THE CONTENT OF ANY SOCIAL MARKETING PLATFORM PAGE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY SOCIAL MARKETING PLATFORM PAGE, INCLUDING HOW THE OWNER OF THE SOCIAL MARKETING PLATFORM PAGE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A SOCIAL MARKETING PLATFORM PAGE.

In addition to these Terms of Use, Social Marketing Platform Pages are subject to and governed by certain Additional Terms Applicable to Social Marketing Platform Pages. The Additional Terms Applicable to Social Marketing Platform Pages control in the event of any conflict between them and the Terms of Use.

USER DISPUTES
You are solely responsible for your interactions with other Social Marketing Platform users or users of related third party sites. We reserve the right, but have no obligation, to monitor disputes between you and other users.

PRIVACY
We care about the privacy of our users. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States of America.

DICLAIMERS
The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by Social Marketing Platform, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, AND THE SHARE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

LIMITATION ON LIABILITY
IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN STATE AND PROVINCIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TERMINATION
The Company may terminate your membership, delete your profile and any content or information that you have posted on the Site or through any Platform Application and/or prohibit you from using or accessing the Service or the Site or any Platform Application

(or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18. When we are notified that a user has died, we will generally, but are not obligated to, keep the user’s account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

GOVERNING LAW; VENUE AND JURISDICTION
By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the provincial and federal Courts of California and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State and Federal courts of California.

ARBITRATION
YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through Social Marketing Platform may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules and, in the case of consumer disputes, the American Arbitration Association’s Supplementary Procedures for Consumer Related Disputes. The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such American Arbitration Association Rules and shall be subject to the limitations provided for in the American Arbitration Association Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

INDEMNITY
You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

DEFINITIONS AND CONSTRUCTIONS:
Unless otherwise specified, the terms “includes”, “including”, “e.g.,”, “for example”, and other similar terms are deemed to include the term “without limitation” immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

OTHER
These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Marks and logos shown on this Site may be marks owned by third parties that are not affiliated with the Service or its related companies. Such marks appear for identification purposes only and are the property of their respective companies. Nothing shown on this Site should be construed as granting any permission, license or right to use any trademark, service mark or trade name displayed on this Site without the written permission of the third party that may own the trademark, service mark or trade name at issue.

Website Hosting & Maintenance

By using the website hosting services (hereinafter the “Services,” defined further below), you signify your agreement to the terms and conditions contained in this Website Hosting and Management Agreement (hereinafter, the “Agreement”). This Agreement is between you, your organization (if you are entering into this Agreement on behalf of an organization), collectively referred to herein as “you” or “your” (and appropriate formatives) and Quantum Electronic Payments LLC. (“we”, “us” and “our”).

1. These terms and conditions may be modified from time to time. Modifications made to this Agreement will become effective 30 days after the modifications are posted. This Agreement shall be posted through the BUSINESS APP which you use to configure and/or otherwise order the Services. You agree that you will check the terms and conditions periodically and that, if you no longer agree to the terms and conditions of this Agreement, that you will stop using the Services and that you will terminate the Services as described below in paragraph 4.

2. The Services consist of the website hosting package with the specific configuration which you selected or are going to select through the Business App as you use the Services. You acknowledge and understand that important service limitations (including bandwidth limitations and other capacity matrices), pricing (including pricing for optional Services, such as automatic capacity upgrade in the event of overage), the term of the Service, payment terms, and other conditions relating to the Services are conveyed through the Business App and are hereby incorporated into this Agreement.

3. You are hereby informed that, if you use a credit card to pay for the Services, that the charge for the Services may appear under a name other than the name of us (the name being generally descriptive of the Services) and that, prior to contacting your credit card company in relation to such charges, that you will first contact us to verify the charges and the manner of billing. You agree that any chargeback by a credit card company (or similar action by another payment provider) of a charge related to the Services, for whatever reason, is a material breach of this Agreement and is grounds for termination. You further agree that, upon a chargeback by you, you agree and acknowledge that we may suspend your access to any account you have with us and your use of any domain names, websites, website content, email, or other data hosted on our systems. We will reinstate your rights solely at our discretion, and subject to our receipt of the fee owed and our then-current reinstatement fee, currently set at USD$200.

4. You agree that the Services shall be provided for the term you selected through the Business App. Unless you terminate the Services THROUGH THE BUSINESS APP prior to the end of the then extant Services term, you agree that the Services may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be charged to the credit card associated with your account. You agree to hereby waive any requirement which might otherwise be imposed by law which would require that we obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Services through the Business App. You agree that attempts to terminate the Services other than through the Business App (such as by sending an email to a general email address of us) are not reliable means of communication and that such a termination attempt shall not binding until accepted and acknowledged by us. In relation to renewals, you further agree that it is your obligation to keep the credit card information associated with your account current and that we shall not be obligated to contact you to update such information in the event that the charges are denied.

5. You agree that you may not downgrade (reduce) the bandwidth or other capacity matrices of the Services below the level of actual use of the Services which you experienced in the current or previous month.

6. Your use of the Services may be suspended and/or this Agreement may be terminated if we determine that you are or are alleged to be violating the terms and conditions of this Agreement or any other agreement entered into by you and us. In the event of termination or suspension of Services under such circumstances, you agree a) that no pre-paid fees will be refunded to you and b) that we may take control of any domain name associated with the terminated Services, provided such domain name was registered through the domain name registration services of us. You understand that taking control of a domain name includes, without limitation, acts such as listing us as the “registrant” and/or “administrative contact” for the domain name and controlling the DNS settings for the domain name.

7. We may elect to terminate this Agreement without cause and discontinue the Services upon 30 days notice, whereupon any pre-paid fees for an unused portion of a service term shall be refunded to you within a reasonable period of time. You further agree that, within 30 days of your initial enrolment to receive the Services, we may elect to terminate this Agreement without cause and that, in such event, the termination shall take effect immediately and that any pre-paid fees for an unused portion of your service term shall be refunded to you within a reasonable period of time.

8. The Services are provided through an infrastructure which is shared by all users of the Services. Your use of the Services may be throttled or suspended indefinitely if your use of the Services degrades the ability of us to provide the Services to other users of the Services.

9. You acknowledge that email and/or online communication systems (chat, account notices, etc.) will be the primary means of communication between yourself and us. You acknowledge that it is your responsibility to maintain a current email address and physical mailing address in your contact information. You further agree that you will regularly login to your account to obtain any notices posted through the Business App. You agree that your failure to respond to a communication from us may result in suspension or cancellation of Services without any refund of pre-paid fees, if any.

10. You acknowledge that we are not obligated to return any data to you upon termination of this Agreement. You acknowledge that it is your responsibility to download, make copies of, and/or backup all data residing on the servers and other equipment which provide the Services and to do so within the bandwidth limitations of the Services. You acknowledge that any loss or corruption of data which occurs due to an interruption in the Services, regardless of the cause of the interruption, shall not be the responsibility of us and that you may, following an interruption in the Services, be required to upload the data to the servers and other equipment which provide the Services.

11. You represent and warrant as follows: that a) you are lawfully entitled to use, display, posses, or access the data uploaded, linked to, framed, or otherwise posted on your website by you and/or by the users of your website; b) that your website and your use of the Services will not infringe the intellectual property rights of any third party; c) that your website and your use of the Services will not violate any laws, including, without limitation, laws relating to unsolicited commercial email, child pornography, collection of identifying information, consumer protection, and privacy; d) that neither you nor those who access your website will upload any worms, virus, or malicious code to the servers which provide the Services; and e) that your website and your use of the Services will not subject us to any claims by any third party, including claims relating to infringement of intellectual property rights or claims relating to the products or services which you may provide or offer through the website hosted through the Services.

12. You further represent and warrant that you will not allow any unauthorized third party to access the account which you use to access the Services.

13. EXCLUSIVE REMEDIES FOR UNPLANNED SERVICE INTERRUPTIONS: You agree that any unplanned or unannounced interruptions in the Services shall not require a remedy unless such unplanned or unannounced interruptions exceed 24 hours in any 30 day period, in which case you agree that the exclusive remedy shall be a credit toward 24 hours of hosting for each 24 hour period of unplanned or unannounced interruptions, and that such credit shall exclusively be applied against the fees owed for your next period of hosting, if any, or shall be exclusively be accomplished by adjusting the end of your then-current Service term.

14. LIMITATION OF LIABILITY: YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY (A) SUSPENSION OR LOSS OF THE SERVICES, EXCEPT TO THE LIMITED EXTENT THAT A REMEDY IS PROVIDED UNDER THIS AGREEMENT; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE(S) PROVIDED THROUGH OR BY THE SERVICES; (D) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND OUR CONTROL; (G) THE PROCESSING OF YOUR APPLICATION FOR THE SERVICES; OR (H) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU FURTHER AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES FOR A ONE-MONTH PERIOD, BUT IN NO EVENT GREATER THAN ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, THE LIABILITY OF US SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD US, OUR CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES OR ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT. WHEN WE MAY BE INVOLVED IN A SUIT INVOLVING A THIRD PARTY AND WHICH IS RELATED TO THE SERVICES UNDER THIS AGREEMENT, WE MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD US HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A BREACH OF THIS AGREEMENT BY YOU.

16. DISCLAIMER OF WARRANTIES: WE DO NOT MAKE ANY REPRESENTATIONS NOR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17. GOVERNING LAW: This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of California, as if the Agreement was a contract wholly entered into and wholly performed within the State of California. You agree that any action to enforce this Agreement or any matter relating to your use of the Services shall be brought exclusively in the United States District Court for the Central District of California, or if there is no jurisdiction in such court, then in a state court in Orange County, California You consent to the personal and subject matter jurisdiction of any state or Federal court in Orange County, California in relation to any dispute arising under this Agreement. You agree that service of process on you by us in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your contact information or by electronically transmitting a true copy of the papers to the email address listed by you in your contact information.

 

Local Listing Distribution

Where Qmedia Technologies, Inc. (“Qmedia”) and the Partner have entered into a certain Partner Agreement, pursuant to which Qmedia makes its Platform and Solutions as set out in the Partner Agreement to the Partner for sale to its customers (“Customers”).

Both Qmedia and Partner acknowledge and agree Qmedia’s Platform offers Local Listing Distribution (LLD) Products (as defined below) provided by LLD; and the Partner has small business partners for whom the Partner would like to purchase LLD Products, and Qmedia wishes to sell the LLD Products to the Partner upon availability, all subject to and in accordance with the terms and conditions of this LLD Agreement (hereinafter referred to as either “LLD Agreement” or the “LLD Terms and Conditions”).

1. LLD Product Subscriptions and Key Terms.

1.1.  Customer. Customer means the Partner’s Customers with whom the Partner has entered into contracts. regarding the Products supplied by Qmedia.

1.2. Customer Content. Customer Content means all location data and other information or content that is made available to the Partner by or on behalf of Customer in connection with its or the Partner’s use of the Products.

1.3.  Subscription Schedules. LLD offers various products and services (each, “LLD Product”) via Qmedia. The Partner agrees to purchase, and Qmedia agrees to make available from LLD, the LLD Products identified in one or more separate, written schedules that are entered into by both Qmedia and the Partner and reference this LLD Agreement found in the Subscription Schedule attached hereto as Appendix A.

1.4. Publishers. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that (i) Certain LLD Products may involve distribution of Customer Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). The Partner further acknowledges and agrees that (ii) all Customer Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) LLD does not guarantee that any Customer Content will be displayed on any Publisher Site and (iv) the appearance and/or location of any Customer Content placement may change at any time.

2. Payment.

2.1. Fees. For each LLD Product subscription, the Partner Partner will pay Qmedia the applicable fees, and in accordance with the payment terms, set forth on the applicable Subscription Schedule. If Qmedia, in its sole discretion, agrees to accept credit card payment, the credit card provided by Partner shall be charged on the date that any applicable fees are incurred. Fees do not include any taxes, levies, duties or similar governmental assessments (“Taxes”). The Partner is responsible for paying all such Taxes. Except as expressly set forth herein, all Fees are non-cancellable and non-refundable, even if this LLD Agreement is terminated or any Customer ceases doing business with the Partner.

2.2.   Late Payment. Late payments will bear interest at the rate of 1.5% of the outstanding balance per month or the maximum amount permitted by law, if lower. If any amount owing by the Partner is overdue, Qmedia may, without limiting its other rights and remedies, suspend the Partner’s access to Product(s) until such amounts are paid in full or terminate this LLD Agreement pursuant to Section 3.2.

3. Cancellation

3.1.   Term. The Services will begin on the Addendum Effective Date and will continue for 12 months (the “the Initial Term”) thereafter, unless earlier terminated in accordance with the provisions of this Addendum or the Partner Agreement. Upon expiration of the Initial Term, these Terms will automatically renew for additional, successive 12 months terms (each, a “Renewal Term”) unless, at least ninety (90) days before the end of the then-current term, either Qmedia or Partner provide written notice of non-renewal to the other, provided the Partner must pay all the fees pursuant to this Addendum. The Initial Term and all Renewal Terms, if any, are referred to as the “Term”.

3.2.   Cancellation. LLD may cancel the Product subscription purchased by the Partner for a Customer if: (i) such Customer is subscribed to a partial set of publishers or features that are substantially less than the then-current complete set of features or publishers and such Customer attempts to purchase the Product through LLD or another partner of LLD that includes the then-current complete package of publishers or features and Partner has been notified by LLD of such partial or substantially diminished Product offering prior to cancellation; or (ii) such Customer otherwise elects to no longer receive the Product through Partner and LLD has notified Partner of such election. In the event of such cancellation, LLD will provide Partner with a credit for any unused prepaid Fees paid to LLD for the Product subscriptions that were cancelled.

3.3.   Termination. Qmedia may terminate any LLD Subscription Schedule immediately following any failure to pay any amounts due under this LLD Agreement (including any and all Subscription Schedule(s)), or upon notice to the Partner if Qmedia or LLD reasonably believe that the Partner is engaging in any business or conduct that may be illegal, fraudulent, tortious, or it is determined in good faith that termination is necessary to comply with obligations to Publishers following a breach of this LLD Agreement by the Partner. Qmedia may terminate this LLD Agreement and any Subscription Schedule upon thirty (30) prior written notice to Partner for any reason or no reason at all.

3.4.   Effects of Termination. Upon expiration or termination of the LLD Agreement for any reason: (a) any amounts owed to Qmedia under this LLD Agreement including any Subscription Schedule(s) before such termination will be immediately due and payable; (b) Qmedia reserves the rights in its sole discretion to disable all access, by the Partner and its Customers, to the LLD Products, using any lawful means, including, but not limited to those that disable Partner’s and Customer’s access automatically with the passage of time; (c) the Partner and the Partner’s Customers shall immediately cease any and all use of the LLD Products; and (d) the Partner and the Partner’s Customers shall remove all references to LLD from its websites and marketing materials and shall cease identifying itself as a LLD partner or as a reseller of LLD’s Products.”

4. LLD Products.

4.1.   Partner’s Use.

  1.      Subject to and conditioned on the Partner’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this LLD Agreement, Partner is hereby granted a limited, non-exclusive, non-transferable (except as permitted under Section 12.2 (“Assignment”)) right to purchase Products during the term of each applicable Subscription Schedule in accordance with the LLD Agreement (i) for resale to Customers through the Qmedia platform or another means that is mutually agreed by the parties (the “Portal”) during the Term of, and subject to, this LLD Agreement; and (ii) for use by the Partner on behalf of its Customers with respect to its Customers’ locations only.
  2.      The Partner is solely responsible and liable for all use of the Portal through any of its account(s), including but not limited to all use by its Customers. The Partner agrees that it shall take commercially reasonable measures (which shall be no less stringent than those it uses to protect the Partner’s similar information) to safeguard all information related to the access and use of the LLD Products, including (but not limited to) login information, account passwords and API keys, if applicable. If the Partner becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Qmedia in writing and shall work cooperatively with Qmedia to resolve problems related to unauthorized access. The Partner agrees that all Partner’s use of Customer Content shall comply with the Partner’s publicly posted privacy policy that is at least as stringent as Qmedia’s privacy policy that is posted as of the Effective Date.
  3.     The Partner is not permitted to appoint subdistributors to resell LLD Products under this LLD Agreement.

4.2.   Restrictions on the Partner’s Use.

  1.      The Partner is not permitted to purchase LLD Products for resale to, or otherwise use any LLD Products for or on behalf of, any prospective Customer that owns or operates twenty-five (25) or more business locations (an “LLD Enterprise”). If the Partner purchases LLD Products for an LLD Enterprise in violation of the preceding sentence, in addition to any other available remedies, LLD may immediately suspend the provision of some or all Products until the issue is resolved. The Partner will have sole discretion over the fees charged to its Customers for LLD Products.
  2.       Except as expressly provided in this LLD Agreement or any applicable Subscription Schedule, the Partner will not and will not permit any Customer to: (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Product, the Portal, or any portion of any of the LLD Products, (ii) use the LLD Products or the Portal to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Products or the Portal to create or assist a third party in creating a competing product, (iv) sell, resell, license, sublicense, distribute, rent or lease the Portal or any LLD Product, (v) bypass or breach any security device or protection used by the LLD Products, or (vi) access or use the LLD Products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party.
  3.        In marketing the LLD Products and otherwise exercising the rights granted pursuant to this LLD Agreement, the Partner will not: (i) make any representations about any of the LLD Products that are inconsistent with, or in addition to, any term of this LLD Agreement or any marketing materials supplied or approved in writing by LLD; (ii) engage in any deceptive, misleading or unethical practices; (iii) use LLD’name, logo and other designations for any purpose except as provided in this LLD Agreement; or (iv) violate any applicable law, rule or regulation. The Partner will have sole discretion over the fees charged to its Customers for LLD Products.
  4.       The Partner is permitted to purchase LLD Products for locations within the United States only.

4.3.   Proprietary Rights. LLD owns and retains all right, title and interest (including all intellectual property rights) in and to the LLD Products, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of LLD in connection with delivery of the LLD Products hereunder. Nothing in this LLD Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the LLD Products, whether expressly, by implication, estoppel or otherwise.

5. Customer Content and the Partner Customer List.

5.1.   LLD’s Use of Customer Content. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that that if LLD identifies any Customer Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), LLD and/or Qmedia may (but is not required to), in addition to its other available rights and remedies, modify the Customer Content to render it true.

  1.        The Partner acknowledges that various vProducts involve the provision of Customer Content to Publishers for use and publication, and that such Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Customer Content, including, but not limited to, rights to publish and syndicate such Customer Content.
  2.       The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that the Partner grants LLD and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content.

5.2.   No Use of the Partner’s Customer List. LLD will not use the list of Customers to which Partner has resold the LLD Product as a lead list for LLD’s marketing of any products or services. For the avoidance of doubt, LLD is free to market its products and services to any prospects (including prospects that may be Customers) based on call lists and any other criteria derived independently from the Partner’s list of Customers provided to LLD under this LLD Agreement.

6. Operational Matters.

6.1.   Product Orders. Orders for LLD Products (including the purchase of additional locations) under this LLD Agreement will be transmitted to LLD through the Qmedia Platform (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased LLD Product subscriptions are non-cancellable and non-refundable. The Partner will handle Customer account set-up within the LLD Products and other operational matters necessary to deliver the LLD Products; provided, however, that the Partner will be solely responsible for servicing its Customers including providing any and all support to Customers and all billing to and collections from its Customers for LLD Products. Neither Qmedia or LLD has any obligation to participate in any dispute between the Partner and its Customer concerning a billing or other dispute. The Partner will be solely responsible for communication, correspondence, and interaction with Customers relating to the LLD Products and will work with Qmedia’s Support team in any disputes.

6.2.   Updates and Additional Terms. LLD reserves the right to update, improve, replace, modify or alter the specifications for or functionality of the LLD Products from time to time. The Partner agrees that its, and its Customers’, and are incorporated into, and form a part of, this LLD Agreement. The Partner will not make any LLD Products available under any terms that are contrary to or inconsistent with the Product Terms. The Parties acknowledge that the Product Terms may be updated from time to time.

6.3.   Branding and Sale of the Products and Exercise of Rights. The Partner will have sole discretion over the fees charged to its Customers for LLD Products. The Partner will sell the LLD Products to its Customers under such branding as may be determined by the Partner in its sole discretion. While it is understood and agreed by LLD that the Partner has no obligation or requirement whatsoever to include LLD branding on any of its products, services, marketing or sales materials, in cases where the Partner chooses to use LLD branding, the Partner is granted a non-exclusive, nontransferable, non-sublicensable, revocable license to use the LLD trademarks, service marks, trade names, logos and designs (the “LLD Marks”), subject to this LLD Agreement and solely in accordance with LLD’s brand and marketing guidelines as may be provided by LLD from time to time. The Partner may use the LLD Marks only as necessary for the Partner’s performance under the LLD Agreement and as specifically approved by LLD in writing. The Partner will not: (i) challenge or assist others in challenging LLD’s rights in the LLD Marks; (ii) take any action inconsistent with LLD’s ownership of the LLD Marks; and (iii) register any domain names that are identical to or confusingly similar to the LLD Marks.

6.4.   Sales and Product Training. Prior to reselling the LLD Products to any Customer, Qmedia will provide, and the Partner may be required to successfully complete, sales and service training to the Partner sales representatives, account managers, and other mutually agreed employees of the Partner. The Partner will make all such the Partner personnel available for such training and will participate in additional sales and service training sessions throughout the Term of this LLD Agreement, as needed for additional groups of employees or in response to new aspects of the LLD Products.

6.5.   Customers that are Associated with an LLD Enterprise. For the avoidance of doubt, the Partner may resell LLD Products to a Customer that is not itself an LLD Enterprise, but that is a franchisee of or otherwise associated with an LLD Enterprise. By way of example, the Partner may resell LLD Products to a Customer that owns or operates fewer than twenty-five (25) franchise store locations of a national chain LLD Enterprise. In such cases, The Partner acknowledges and agrees that the applicable LLD Enterprise may eventually purchase LLD Products for that Customer from LLD, in which case: (i) account access for the Products that the LLD Enterprise has purchased for that Customer will be transferred from Partner to the LLD Enterprise and (ii) Partner will no longer be charged for those Products and will receive a credit for any unused portion of the Product subscription that Partner purchased for the applicable Customer.

7. Contractual Relationships with Customers. The Partner (and not Qmedia or LLD) will contract with Customers regarding the LLD Products sold under this LLD Agreement. Upon request, the Partner will provide a copy of its terms and conditions. The Partner is responsible for ensuring that its terms and conditions:

    1. expressly disclaim any express and implied warranties by LLD (or by the Partner’s third party providers generally), and exclude all liability of LLD or Qmedia (or by the Partner’s third party providers generally), to the fullest extent permitted under applicable law (for the avoidance of doubt, the foregoing does not limit the warranties made by LLD or Qmedia to the Partner in this LLD Agreement);
    2. provide for the grant of a license to LLD and/or Qmedia to use and distribute the Customer Content (as defined below) in connection with the provision of products and services. Specifically, Customer grants LLD and/or Qmedia and its (their) affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content for any and all purposes;
    3. require Customers to provide Customer Content that Customer owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to LLD and its publisher partners with respect to such Customer Content; and
    4. include provisions pursuant to which the Customer waives any right to bring or participate in a class action litigation with respect to the LLD Products and name LLD and/or Qmedia (or the Partner’s third party providers generally) as an intended third party beneficiary with respect to such class action waiver.

8. Representations, Warranties and Covenants; Disclaimer.

    8.1.   Representations, Warranties and Covenants. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this LLD Agreement: (i) this LLD Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this LLD Agreement; and (ii) it has all corporate authority required to enter into this LLD Agreement. The Partner represents, warrants and covenants that as of the Effective Date and at all times during the term of this LLD Agreement it has obtained, and grants to LLD, sufficient rights to access and use Customer Content to deliver the Products in accordance with this LLD Agreement.

    8.2.   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 (“REPRESENTATIONS, WARRANTIES AND COVENANTS”) AND IN SECTION 2.1 (“FEES”), ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE LLD PRODUCTS OR THIS LLD AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LLD SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY PARTNER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF SECTION 1.4 (“PUBLISHERS”) OF THIS LLD AGREEMENT. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

    9. Liability.

    9.1.   Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS LLD AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

    9.2.   Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS LLD AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY PARTNER TO LLD UNDER THIS LLD AGREEMENT DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.

    9.3.   Exceptions. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 9.2 will not apply with respect to: (i) any damages arising from a Party’s fraud or willful misconduct; (ii) Partner’s Breach of Section 4 (“LLD Products”), Section 7 (“Contractual Relationships with Customers”); Section 10.1 (“The Partner’s Indemnification”); and (iv) The Partner’s failure to pay any fees due under this LLD Agreement or any Subscription Schedule.

    10. Indemnification.

    10.1.              The Partner’s Indemnity Obligation. The Partner will defend, indemnify, and hold harmless, LLD and/or Qmedia and its (their) affiliates, and each of its and their respective officers, directors, employees, Publishers, contractors and agents (collectively, “LLD Indemnitees”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (including without limitation Customers) (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third Party Claims, in each case to the extent arising from or relating to: (i) any Customer Content and/or the conduct of the Partner’s or Customer’s business (including, but not limited to, any allegation that any Customer Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory); (ii) the Partner’s violation of any applicable law or regulation; or (iii) Partner’s breach of this LLD Agreement.

    10.2.              LLD ‘s Indemnity Obligation. LLD will defend, indemnify, and hold harmless, the Partner and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “the Partner Indemnitees”) from and against third Party Claims and will pay any Losses associated with such Third Party Claims, in each case to the extent arising from or relating to: any allegation that LLD’s provision of the LLD Products (excluding, for the avoidance of doubt, any Customer Content or third party content provided through the LLD Products) infringes or misappropriated third party intellectual property rights; provided, however, that this indemnity will not apply to the extent the Third Party Claim is caused by: (i) the unauthorized (by LLD) alteration or modification of the LLD Products by a Partner Indemnitees, (ii) use of the LLD Products in violation of this LLD Agreement, (iii) the combination, operation or use of the LLD Products with any product, device, software or service not supplied by LLD to the extent the combination creates the infringement, or (iv) LLD’s compliance with the Partner’s designs, specifications, requests, or instructions by the Partner to the extent the Third Party Claim is based on such compliance. Notwithstanding the foregoing, LLD will have no obligations under this Section 10.2 (“LLD Indemnity Obligation”) with respect to any claims by or on behalf of any Customer of the Partner, to the extent such claim would be excluded if brought by the Customer directly against LLD and such Customer were bound by a contract that complies with Section 7 (“Contractual Relationship with Customers”).

    11. Confidentiality.

    By virtue of this LLD Agreement, the Parties may have access to information that is confidential or proprietary to one another (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, software, reports or forms of the Disclosing Party.

    The Party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this LLD Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees and Representative (defined below), except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. The Parties acknowledge and agree that breach of this Section 11 (“Confidentiality”) may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available.

    Confidential Information shall not, however, include any information which (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records; (iii) is obtained by the Receiving Party form a third party without, to Receiving Party’s knowledge, a breach of such third party’s obligations of confidentiality; (iv) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s documentary records; or (v) is part of the Customer Content.

    12. General Provisions.

    12.1.              Relationship of The Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.

    12.2.              Assignment. Neither Party may assign or otherwise transfer this LLD Agreement without the prior, written consent of the other Party; provided, however, that notwithstanding the foregoing, a Party may, without the consent of the other Party, assign or otherwise transfer this LLD Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this Section 12.2 (“Assignment”) will be null and void. Subject to the foregoing, this LLD Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

    12.3.              Representations. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this LLD Agreement, but is liable for their acts and omissions.

    12.4.              Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this LLD Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below.

    To Qmedia:

    Attention: Jerry Lai, CEO

    info@qmedia.live

    12.5.              Force Majeure. Except with respect to failure to pay any amount due under this LLD Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by acts of god, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.

    12.6.              Choice of Law and Exclusive Forum. This LLD Agreement, and any disputes directly or indirectly arising from or relating to this LLD Agreement, will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York for all suits, actions or proceedings directly or indirectly arising out of or relating to this LLD Agreement, and waive any and all ob

    12.7.               Modification. No modification of or amendment to this LLD Agreement will be effective unless in writing signed by authorized representatives of both Parties.

    12.8.              No Waiver. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the party so charged.

    12.9.              Severability. If any provision of this LLD Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this LLD Agreement will remain in full force and effect, and, if legally permitted such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties intent.

    12.10.            Entire LLD Agreement. This LLD Agreement (including any Subscription Schedule) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior LLD Agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this LLD Agreement.

    Listing Sync Pro Powered by Yext
    (“Yext Agreement” or “Yext Terms and Condition”)

    Where Qmedia Technologies, Inc. (“Qmedia”) and the Partner have entered into a certain Partner Agreement, pursuant to which Qmedia makes its Platform and Solutions as set out in the Partner Agreement to the Partner for sale to its customers (“Customers”).

    Both Qmedia and Partner acknowledge and agree Qmedia’s Platform offers Yext Products (as defined below) provided by Yext; and the Partner has small business partners for whom the Partner would like to purchase Yext Products, and Qmedia wishes to sell the Yext Products to the Partner upon availability, all subject to and in accordance with the terms and conditions of this Yext Agreement (hereinafter referred to as either “Yext Agreement” or the “Yext Terms and Conditions”).

    1. Yext Product Subscriptions and Key Terms.

    1.1.  Customer. Customer means the Partner’s Customers with whom the Partner has entered into contracts. regarding the Products supplied by Qmedia.

    1.2. Customer Content. Customer Content means all location data and other information or content that is made available to the Partner by or on behalf of Customer in connection with its or the Partner’s use of the Products.

    1.3.  Subscription Schedules. Yext offers various products and services (each, “Yext Product”) via Qmedia. The Partner agrees to purchase, and Qmedia agrees to make available from Yext, the Yext Products identified in one or more separate, written schedules that are entered into by both Qmedia and the Partner and reference this Yext Agreement found in the Subscription Schedule attached hereto as Appendix A.

    1.4. Publishers. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that (i) Certain Yext Products may involve distribution of Customer Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). The Partner further acknowledges and agrees that (ii) all Customer Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) Yext does not guarantee that any Customer Content will be displayed on any Publisher Site and (iv) the appearance and/or location of any Customer Content placement may change at any time.

    2. Payment.

    2.1. Fees. For each Yext Product subscription, the Partner Partner will pay Qmedia the applicable fees, and in accordance with the payment terms, set forth on the applicable Subscription Schedule. If Qmedia, in its sole discretion, agrees to accept credit card payment, the credit card provided by Partner shall be charged on the date that any applicable fees are incurred. Fees do not include any taxes, levies, duties or similar governmental assessments (“Taxes”). The Partner is responsible for paying all such Taxes. Except as expressly set forth herein, all Fees are non-cancellable and non-refundable, even if this Yext Agreement is terminated or any Customer ceases doing business with the Partner.

    2.2.   Late Payment. Late payments will bear interest at the rate of 1.5% of the outstanding balance per month or the maximum amount permitted by law, if lower. If any amount owing by the Partner is overdue, Qmedia may, without limiting its other rights and remedies, suspend the Partner’s access to Product(s) until such amounts are paid in full or terminate this Yext Agreement pursuant to Section 3.2.

    3. Cancellation

    3.1.   Term. The Services will begin on the Addendum Effective Date and will continue for 12 months (the “the Initial Term”) thereafter, unless earlier terminated in accordance with the provisions of this Addendum or the Partner Agreement. Upon expiration of the Initial Term, these Terms will automatically renew for additional, successive 12 months terms (each, a “Renewal Term”) unless, at least ninety (90) days before the end of the then-current term, either Qmedia or Partner provide written notice of non-renewal to the other, provided the Partner must pay all the fees pursuant to this Addendum. The Initial Term and all Renewal Terms, if any, are referred to as the “Term”.

    3.2.   Cancellation. Yext may cancel the Product subscription purchased by the Partner for a Customer if: (i) such Customer is subscribed to a partial set of publishers or features that are substantially less than the then-current complete set of features or publishers and such Customer attempts to purchase the Product through Yext or another partner of Yext that includes the then-current complete package of publishers or features and Partner has been notified by Yext of such partial or substantially diminished Product offering prior to cancellation; or (ii) such Customer otherwise elects to no longer receive the Product through Partner and Yext has notified Partner of such election. In the event of such cancellation, Yext will provide Partner with a credit for any unused prepaid Fees paid to Yext for the Product subscriptions that were cancelled.

    3.3.   Termination. Qmedia may terminate any Yext Subscription Schedule immediately following any failure to pay any amounts due under this Yext Agreement (including any and all Subscription Schedule(s)), or upon notice to the Partner if Qmedia or Yext reasonably believe that the Partner is engaging in any business or conduct that may be illegal, fraudulent, tortious, or it is determined in good faith that termination is necessary to comply with obligations to Publishers following a breach of this Yext Agreement by the Partner. Qmedia may terminate this Yext Agreement and any Subscription Schedule upon thirty (30) prior written notice to Partner for any reason or no reason at all.

    3.4.   Effects of Termination. Upon expiration or termination of the Yext Agreement for any reason: (a) any amounts owed to Qmedia under this Yext Agreement including any Subscription Schedule(s) before such termination will be immediately due and payable; (b) Qmedia reserves the rights in its sole discretion to disable all access, by the Partner and its Customers, to the Yext Products, using any lawful means, including, but not limited to those that disable Partner’s and Customer’s access automatically with the passage of time; (c) the Partner and the Partner’s Customers shall immediately cease any and all use of the Yext Products; and (d) the Partner and the Partner’s Customers shall remove all references to Yext from its websites and marketing materials and shall cease identifying itself as a Yext partner or as a reseller of Yext’s Products.”

    4. Yext Products.

    4.1.   Partner’s Use.

    1.      Subject to and conditioned on the Partner’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this Yext Agreement, Partner is hereby granted a limited, non-exclusive, non-transferable (except as permitted under Section 12.2 (“Assignment”)) right to purchase Products during the term of each applicable Subscription Schedule in accordance with the Yext Agreement (i) for resale to Customers through the Qmedia platform or another means that is mutually agreed by the parties (the “Portal”) during the Term of, and subject to, this Yext Agreement; and (ii) for use by the Partner on behalf of its Customers with respect to its Customers’ locations only.
    2.      The Partner is solely responsible and liable for all use of the Portal through any of its account(s), including but not limited to all use by its Customers. The Partner agrees that it shall take commercially reasonable measures (which shall be no less stringent than those it uses to protect the Partner’s similar information) to safeguard all information related to the access and use of the Yext Products, including (but not limited to) login information, account passwords and API keys, if applicable. If the Partner becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Qmedia in writing and shall work cooperatively with Qmedia to resolve problems related to unauthorized access. The Partner agrees that all Partner’s use of Customer Content shall comply with the Partner’s publicly posted privacy policy that is at least as stringent as Qmedia’s privacy policy that is posted as of the Effective Date.
    3.     The Partner is not permitted to appoint subdistributors to resell Yext Products under this Yext Agreement.

    4.2.   Restrictions on the Partner’s Use.

    1.      The Partner is not permitted to purchase Yext Products for resale to, or otherwise use any Yext Products for or on behalf of, any prospective Customer that owns or operates twenty-five (25) or more business locations (an “Yext Enterprise”). If the Partner purchases Yext Products for an Yext Enterprise in violation of the preceding sentence, in addition to any other available remedies, Yext may immediately suspend the provision of some or all Products until the issue is resolved. The Partner will have sole discretion over the fees charged to its Customers for Yext Products.
    2.       Except as expressly provided in this Yext Agreement or any applicable Subscription Schedule, the Partner will not and will not permit any Customer to: (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Product, the Portal, or any portion of any of the Yext Products, (ii) use the Yext Products or the Portal to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Products or the Portal to create or assist a third party in creating a competing product, (iv) sell, resell, license, sublicense, distribute, rent or lease the Portal or any Yext Product, (v) bypass or breach any security device or protection used by the Yext Products, or (vi) access or use the Yext Products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party.
    3.        In marketing the Yext Products and otherwise exercising the rights granted pursuant to this Yext Agreement, the Partner will not: (i) make any representations about any of the Yext Products that are inconsistent with, or in addition to, any term of this Yext Agreement or any marketing materials supplied or approved in writing by Yext; (ii) engage in any deceptive, misleading or unethical practices; (iii) use Yext’s name, logo and other designations for any purpose except as provided in this Yext Agreement; or (iv) violate any applicable law, rule or regulation. The Partner will have sole discretion over the fees charged to its Customers for Yext Products.
    4.       The Partner is permitted to purchase Yext Products for locations within the United States only.

    4.3.   Proprietary Rights. Yext owns and retains all right, title and interest (including all intellectual property rights) in and to the Yext Products, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Yext in connection with delivery of the Yext Products hereunder. Nothing in this Yext Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Yext Products, whether expressly, by implication, estoppel or otherwise.

    5. Customer Content and the Partner Customer List.

    5.1.   Yext’s Use of Customer Content. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that that if Yext identifies any Customer Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), Yext and/or Qmedia may (but is not required to), in addition to its other available rights and remedies, modify the Customer Content to render it true.

    1.        The Partner acknowledges that various Yext Products involve the provision of Customer Content to Publishers for use and publication, and that such Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Customer Content, including, but not limited to, rights to publish and syndicate such Customer Content.
    2.       The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that the Partner grants Yext and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content.

    5.2.   No Use of the Partner’s Customer List. Yext will not use the list of Customers to which Partner has resold the Yext Product as a lead list for Yext’s marketing of any products or services. For the avoidance of doubt, Yext is free to market its products and services to any prospects (including prospects that may be Customers) based on call lists and any other criteria derived independently from the Partner’s list of Customers provided to Yext under this Yext Agreement.

    6. Operational Matters.

    6.1.   Product Orders. Orders for Yext Products (including the purchase of additional locations) under this Yext Agreement will be transmitted to Yext through the Qmedia Platform (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Yext Product subscriptions are non-cancellable and non-refundable. The Partner will handle Customer account set-up within the Yext Products and other operational matters necessary to deliver the Yext Products; provided, however, that the Partner will be solely responsible for servicing its Customers including providing any and all support to Customers and all billing to and collections from its Customers for Yext Products. Neither Qmedia or Yext has any obligation to participate in any dispute between the Partner and its Customer concerning a billing or other dispute. The Partner will be solely responsible for communication, correspondence, and interaction with Customers relating to the Yext Products and will work with Qmedia’s Support team in any disputes.

    6.2.   Updates and Additional Terms. Yext reserves the right to update, improve, replace, modify or alter the specifications for or functionality of the Yext Products from time to time. The Partner agrees that its, and its Customers’, use of and access to certain Yext Products are subject to the “Product Terms” currently located at http://www.yext.com/terms/en-product-terms/, and are incorporated into, and form a part of, this Yext Agreement. The Partner will not make any Yext Products available under any terms that are contrary to or inconsistent with the Product Terms. The Parties acknowledge that the Product Terms may be updated from time to time.

    6.3.   Branding and Sale of the Products and Exercise of Rights. The Partner will have sole discretion over the fees charged to its Customers for Yext Products. The Partner will sell the Yext Products to its Customers under such branding as may be determined by the Partner in its sole discretion. While it is understood and agreed by Yext that the Partner has no obligation or requirement whatsoever to include Yext branding on any of its products, services, marketing or sales materials, in cases where the Partner chooses to use Yext branding, the Partner is granted a non-exclusive, nontransferable, non-sublicensable, revocable license to use the Yext trademarks, service marks, trade names, logos and designs (the “Yext Marks”), subject to this Yext Agreement and solely in accordance with Yext’s brand and marketing guidelines as may be provided by Yext from time to time. The Partner may use the Yext Marks only as necessary for the Partner’s performance under the Yext Agreement and as specifically approved by Yext in writing. The Partner will not: (i) challenge or assist others in challenging Yext’s rights in the Yext Marks; (ii) take any action inconsistent with Yext’s ownership of the Yext Marks; and (iii) register any domain names that are identical to or confusingly similar to the Yext Marks.

    6.4.   Sales and Product Training. Prior to reselling the Yext Products to any Customer, Qmedia will provide, and the Partner may be required to successfully complete, sales and service training to the Partner sales representatives, account managers, and other mutually agreed employees of the Partner. The Partner will make all such the Partner personnel available for such training and will participate in additional sales and service training sessions throughout the Term of this Yext Agreement, as needed for additional groups of employees or in response to new aspects of the Yext Products.

    6.5.   Customers that are Associated with an Yext Enterprise. For the avoidance of doubt, the Partner may resell Yext Products to a Customer that is not itself an Yext Enterprise, but that is a franchisee of or otherwise associated with an Yext Enterprise. By way of example, the Partner may resell Yext Products to a Customer that owns or operates fewer than twenty-five (25) franchise store locations of a national chain Yext Enterprise. In such cases, The Partner acknowledges and agrees that the applicable Yext Enterprise may eventually purchase Yext Products for that Customer from Yext, in which case: (i) account access for the Products that the Yext Enterprise has purchased for that Customer will be transferred from Partner to the Yext Enterprise and (ii) Partner will no longer be charged for those Products and will receive a credit for any unused portion of the Product subscription that Partner purchased for the applicable Customer.

    7. Contractual Relationships with Customers. The Partner (and not Qmedia or Yext) will contract with Customers regarding the Yext Products sold under this Yext Agreement. Upon request, the Partner will provide a copy of its terms and conditions. The Partner is responsible for ensuring that its terms and conditions:

      1. expressly disclaim any express and implied warranties by Yext (or by the Partner’s third party providers generally), and exclude all liability of Yext or Qmedia (or by the Partner’s third party providers generally), to the fullest extent permitted under applicable law (for the avoidance of doubt, the foregoing does not limit the warranties made by Yext or Qmedia to the Partner in this Yext Agreement);
      2. provide for the grant of a license to Yext and/or Qmedia to use and distribute the Customer Content (as defined below) in connection with the provision of products and services. Specifically, Customer grants Yext and/or Qmedia and its (their) affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content for any and all purposes;
      3. require Customers to provide Customer Content that Customer owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to Yext and its publisher partners with respect to such Customer Content; and
      4. include provisions pursuant to which the Customer waives any right to bring or participate in a class action litigation with respect to the Yext Products and name Yext and/or Qmedia (or the Partner’s third party providers generally) as an intended third party beneficiary with respect to such class action waiver.

    8. Representations, Warranties and Covenants; Disclaimer.

      8.1.   Representations, Warranties and Covenants. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this Yext Agreement: (i) this Yext Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Yext Agreement; and (ii) it has all corporate authority required to enter into this Yext Agreement. The Partner represents, warrants and covenants that as of the Effective Date and at all times during the term of this Yext Agreement it has obtained, and grants to Yext, sufficient rights to access and use Customer Content to deliver the Products in accordance with this Yext Agreement.

      8.2.   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 (“REPRESENTATIONS, WARRANTIES AND COVENANTS”) AND IN SECTION 2.1 (“FEES”), ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE YEXT PRODUCTS OR THIS YEXT AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YEXT SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY PARTNER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF SECTION 1.4 (“PUBLISHERS”) OF THIS YEXT AGREEMENT. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

      9. Liability.

      9.1.   Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS YEXT AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

      9.2.   Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS YEXT AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY PARTNER TO YEXT UNDER THIS YEXT AGREEMENT DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.

      9.3.   Exceptions. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 9.2 will not apply with respect to: (i) any damages arising from a Party’s fraud or willful misconduct; (ii) Partner’s Breach of Section 4 (“Yext Products”), Section 7 (“Contractual Relationships with Customers”); Section 10.1 (“The Partner’s Indemnification”); and (iv) The Partner’s failure to pay any fees due under this Yext Agreement or any Subscription Schedule.

      10. Indemnification.

      10.1.              The Partner’s Indemnity Obligation. The Partner will defend, indemnify, and hold harmless, Yext and/or Qmedia and its (their) affiliates, and each of its and their respective officers, directors, employees, Publishers, contractors and agents (collectively, “Yext Indemnitees”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (including without limitation Customers) (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third Party Claims, in each case to the extent arising from or relating to: (i) any Customer Content and/or the conduct of the Partner’s or Customer’s business (including, but not limited to, any allegation that any Customer Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory); (ii) the Partner’s violation of any applicable law or regulation; or (iii) Partner’s breach of this Yext Agreement.

      10.2.              Yext’s Indemnity Obligation. Yext will defend, indemnify, and hold harmless, the Partner and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “the Partner Indemnitees”) from and against third Party Claims and will pay any Losses associated with such Third Party Claims, in each case to the extent arising from or relating to: any allegation that Yext’s provision of the Yext Products (excluding, for the avoidance of doubt, any Customer Content or third party content provided through the Yext Products) infringes or misappropriated third party intellectual property rights; provided, however, that this indemnity will not apply to the extent the Third Party Claim is caused by: (i) the unauthorized (by Yext) alteration or modification of the Yext Products by a Partner Indemnitees, (ii) use of the Yext Products in violation of this Yext Agreement, (iii) the combination, operation or use of the Yext Products with any product, device, software or service not supplied by Yext to the extent the combination creates the infringement, or (iv) Yext’s compliance with the Partner’s designs, specifications, requests, or instructions by the Partner to the extent the Third Party Claim is based on such compliance. Notwithstanding the foregoing, Yext will have no obligations under this Section 10.2 (“Yext Indemnity Obligation”) with respect to any claims by or on behalf of any Customer of the Partner, to the extent such claim would be excluded if brought by the Customer directly against Yext and such Customer were bound by a contract that complies with Section 7 (“Contractual Relationship with Customers”).

      11. Confidentiality.

      By virtue of this Yext Agreement, the Parties may have access to information that is confidential or proprietary to one another (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, software, reports or forms of the Disclosing Party.

      The Party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Yext Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees and Representative (defined below), except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. The Parties acknowledge and agree that breach of this Section 11 (“Confidentiality”) may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available.

      Confidential Information shall not, however, include any information which (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records; (iii) is obtained by the Receiving Party form a third party without, to Receiving Party’s knowledge, a breach of such third party’s obligations of confidentiality; (iv) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s documentary records; or (v) is part of the Customer Content.

      12. General Provisions.

      12.1.              Relationship of The Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.

      12.2.              Assignment. Neither Party may assign or otherwise transfer this Yext Agreement without the prior, written consent of the other Party; provided, however, that notwithstanding the foregoing, a Party may, without the consent of the other Party, assign or otherwise transfer this Yext Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this Section 12.2 (“Assignment”) will be null and void. Subject to the foregoing, this Yext Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

      12.3.              Representations. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Yext Agreement, but is liable for their acts and omissions.

      12.4.              Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Yext Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below.

      To Qmedia:

      Attention: Jerry Lai, CEO

      info@qmedia.live

      12.5.              Force Majeure. Except with respect to failure to pay any amount due under this Yext Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by acts of god, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.

      12.6.              Choice of Law and Exclusive Forum. This Yext Agreement, and any disputes directly or indirectly arising from or relating to this Yext Agreement, will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York for all suits, actions or proceedings directly or indirectly arising out of or relating to this Yext Agreement, and waive any and all ob

      12.7.               Modification. No modification of or amendment to this Yext Agreement will be effective unless in writing signed by authorized representatives of both Parties.

      12.8.              No Waiver. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the party so charged.

      12.9.              Severability. If any provision of this Yext Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Yext Agreement will remain in full force and effect, and, if legally permitted such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties intent.

      12.10.            Entire Yext Agreement. This Yext Agreement (including any Subscription Schedule) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior Yext Agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Yext Agreement.

      Customer Voice/SMS Privacy Policy

      This Messaging Privacy Policy, together with Qmedia Privacy Policy above, describes how Qmedia Technologies Inc. (“Qmedia”, “we”, “us” or “our”) handles personal information that we collect through our websites, applications and other services. 

      Qmedia provides services that businesses use to deliver messages such as inbox, or short message service (“SMS”) messages to their own customers. This Messaging Privacy Policy does not apply to personal information that we process on behalf of our business customers to provide our services. For example, if you receive SMS messages from a Qmedia customer, this Messaging Privacy Policy does not apply to you, and you should contact the relevant Qmedia customer with any questions or concerns about the information it has engaged us to handle.

      Privacy Policy. For more information on personal information we collect, please see our Privacy Policy above

      Cookies. Some of our automatic data collection is facilitated by cookies and similar technologies.

      Get permission. When you subscribe, purchase, or use our messaging feature, your clients will have the ability to send and receive messages from a source they are assigned; and these messages can be accessed, monitored and analyzed by you and third party affiliates, for the purpose of improving the service provided. As such, before using this service, you will need to obtain appropriate consent and/or authorization.

      Reputation Management
      The Reputation Management service and platform (collectively, “Reputation Management” or “the Platform”) are operated by Qmedia and its corporate affiliates (collectively, “us”, “we” or “the Company”). By accessing or using this web site or the mobile version thereof (together the “Site”) you (the “User”) signify that you have read, understand and agree to be bound by these Terms of Use (“Terms of Use” or “Agreement”), whether or not you are a registered member of Reputation Management. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

      PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

      Eligibility

      Membership in the Service is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of, or access to the Site by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.

      Registration Data; Account Security

      In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification;

      (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your

      account.

      Proprietary Rights in Site Content; Limited License

      All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep

      all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

      User Conduct

      You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

      In addition, you agree not to use the Service or the Site to:

      • harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
      • use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
      • use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
      • use automated scripts to collect information from or otherwise interact with the Service or the Site;
      • upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights,
        hateful, or racially, ethnically or otherwise objectionable;
      • upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your
        friends;
      • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
      • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
      • upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, email addresses, Social Security numbers and credit card numbers;
      • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
      • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications
        equipment;
      • intimidate or harass another;
      • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local,
        state, national or international law;
      • use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site.
      • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users
        to any harm or liability of any type.

      User Content Posted on the Site

      You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

      When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically

      grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. The Company does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

      Reputation Management Mobile Services

       

      The Service includes certain services that are available via your mobile phone, including (i) the ability to upload content to Reputation Management via your mobile phone (Mobile Uploads), (ii) the ability to receive and reply to Reputation Management messages, (iii) the ability to browse Reputation Management from your mobile phone (Mobile Web), and (iv) the ability to access certain Reputation Management features through a mobile application you have downloaded and installed on your mobile phone (Mobile Client) (collectively the “Mobile Services”). We do not charge for these Mobile Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check

      with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Reputation Management and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Reputation Management account information to ensure that your messages are not sent to the person that acquires your old number.

      Copyright Complaints

      We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Reputation Management website or service any materials that violate another party’s intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement directly to us.

      Repeat Infringer Policy

      In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company

      may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

      Third Party Websites and Content

      The Site contains (or you may be sent through the Site or the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content,

      accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from

      the Site or relating to any applications you use or install from the site.

      Share Service

      Company offers a feature whereby users of the Site can share with others or post to their own member profile, videos, articles and other Third Party Applications, Software or Content from, and/or links to, Third Party Sites through the Service (the “Share Service”). You acknowledge and agree that your use of the Share Services and all links, User Content or Third Party Applications, Software or Content shared through the Share Service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

      Reputation Management Platform Applications

      The Reputation Management Platform is a set of APIs and services provided by the Company that enable third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by Reputation Management and its users and/or that retrieve authorized data from third-party sites for use on the Reputation Management Site (“Platform Applications”)

      Platform Developers may use the Reputation Management Platform and create Platform Applications only in accordance with the terms and conditions set forth in an agreement entered into between Reputation Management and the Platform Developer (“Developer

      Terms”). Our standard Developer Terms consist of the Reputation Management Developer Terms of Service and the related Reputation Management Platform Application Guidelines. We may from time to time enter into separate agreements with certain third party Platform Developers that contain different or additional terms, provided however, that each such separate agreement will require the third party Platform Developer to only display your information in accordance with your Reputation Management privacy settings. The standard Developer Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these documents from time to time. ALL USE OF THE REPUTATION MANAGEMENT PLATFORM IS PROVIDED “AS IS” AND AT YOUR OWN RISK.

      Users who install Platform Applications must agree to the terms and conditions set forth in the Platform Application Terms of Use (“Application User Terms”) and in these Terms of Use. The Application User Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these terms each time you install an application and from time to time. Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using Platform Applications. Platform Applications have not been approved, endorsed, or reviewed in any manner by Reputation Management, and we are not responsible for your use of or inability to use any Platform Applications, including the content, accuracy, or reliability of such Application and the privacy practices or other policies of Developers. YOU USE SUCH PLATFORM APPLICATIONS AT YOUR OWN RISK.

      If you, your friends or members of your network use any Platform Applications, such Platform Applications may access and share certain information about you with others in accordance with your privacy settings as further described in our Privacy Policy. Platform Developers are required to agree to restrictions on access, storage and use of such information. However, while we have undertaken contractual and technical steps to restrict possible misuse of such information by such Platform Developers, we do not screen or approve Developers, and we cannot and do not guarantee that all Platform Developers will abide by such restrictions and agreements. Certain actions you take through the Platform Applications may be displayed to your friends in your profile and feeds, and you may opt-out of displaying your Platform Application actions on the Privacy Settings page. Please report any suspected misuse of information through the Reputation Management Platform as described in our Privacy Policy.

      Reputation Management Pages

      Reputation Management Pages are used solely for commercial purposes. You may not set up a Reputation Management Page on behalf of another individual or entity unless you are authorized to do so. This includes any Reputation Management Pages to support or criticize another individual or entity.

      THE COMPANY DOES NOT PRE-SCREEN OR APPROVE REPUTATION MANAGEMENT PAGES, AND CANNOT GUARANTEE THAT A REPUTATION MANAGEMENT PAGE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF A REPUTATION MANAGEMENT PAGE. NOR IS THE COMPANY RESPONSIBLE FOR THE CONTENT OF ANY REPUTATION MANAGEMENT PAGE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY REPUTATION MANAGEMENT PAGE, INCLUDING HOW THE OWNER OF THE REPUTATION MANAGEMENT PAGE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A REPUTATION MANAGEMENT PAGE.

      In addition to these Terms of Use, Reputation Management Pages are subject to and governed by certain Additional Terms Applicable to Reputation Management Pages. The Additional Terms Applicable to Reputation Management Pages control in the event of any

      conflict between them and the Terms of Use.

      User Disputes

      You are solely responsible for your interactions with other Reputation Management users or users of related third party sites. We reserve the right, but have no obligation, to monitor disputes between you and other users.

      Privacy

      We care about the privacy of our users. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in Canada.

      Disclaimers

      The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by Reputation Management, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

      The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on

      or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

      THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, AND THE SHARE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

      The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

      Limitation on Liability

      IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

      CERTAIN STATE AND PROVINCIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

      Termination

      The Company may terminate your membership, delete your profile and any content or information that you have posted on the Site or through any Platform Application and/or prohibit you from using or accessing the Service or the Site or any Platform Application

      (or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18. When we are notified that a user has died, we will generally, but are not obligated to, keep the user’s account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

      Governing Law; Venue and Jurisdiction

      By visiting or using the Site and/or the Service, you agree that the laws of the Province of Saskatchewan, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the provincial and federal Courts of Saskatchewan and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the provincial and federal courts of Saskatchewan.

      Arbitration

      YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through Reputation Management may be arbitrated.

      Arbitration under this Agreement shall be conducted by the Canadian Arbitration Association under its Commercial Arbitration Rules and, in the case of consumer disputes, the Canadian Arbitration Association’s Supplementary Procedures for Consumer Related Disputes. The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such Canadian Arbitration Association Rules and shall be subject to the limitations provided for in the Canadian Arbitration Association Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

      To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three

      (3) years after the cause of action arose.

      Indemnity

      You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

      Submissions

      You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

      Definitions and Constructions

      Unless otherwise specified, the terms “includes”, “including”, “e.g.,”, “for example”, and other similar terms are deemed to include the term “without limitation” immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized

      will have the meaning attributed to them in these Terms.

      Other

      These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

      Marks and logos shown on this Site may be marks owned by third parties that are not affiliated with the Service or its related companies. Such marks appear for identification purposes only and are the property of their respective companies. Nothing shown on this Site should be construed as granting any permission, license or right to use any trademark, service mark or trade name displayed on this Site without the written permission of the third party that may own the trademark, service mark or trade name at issue.

      Constant Contacts

      Please review Constant Contact product terms and conditions on their Terms page

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