QCP hereby grants you a non-transferable, non-exclusive, terminable license to view and use QCP’s Service for your own personal use. The license granted to you is conditioned upon your proper conduct and compliance with this Agreement, as determined by QCP in its sole discretion.
(b) YOUR ACCOUNT.
When you use QCP’s Service, you represent and agree to the following:
This Agreement, and any amendments that may be made to it from time to time, will remain in effect until you cancel your subscription to QCP’s Service, with the exception of sections 7-11, which shall survive the termination of this Agreement. You may terminate this Agreement and your Account by contacting QCP at least seven (7) days prior to the end of your subscription month, in which case Your Account will remain active until and be terminated at the end of your subscription month. If you terminate less than seven (7) days prior to the end of your subscription month, Your Account will be billed for the next subscription month and then remain active until and be terminated at the end of your next subscription month. You will not receive a refund for any time remaining in your subscription term, regardless of how much time is left on your term or when your subscription renewed.
You agree that QCP may, without prior notice, immediately terminate, cancel, or suspend your Account for cause. Cause for such termination, cancelation, or suspension shall include, but not be limited to, (i) breach or violations of this Agreement or other incorporated agreements, (ii) non-payment of your subscription fee, (iii) requests by law enforcement or other government agencies, (iv) discontinuance or material modification to QCP’s Service (or any part thereof), (v) unexpected technical or security issues or problems, and/or (vi) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, cancelations, and suspensions for cause shall be made in QCP’s sole discretion and that QCP shall not be liable to you or any third party for any termination of your account or access to QCP’s Service.
QCP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, QCP’s Service (or any part thereof) with or without notice. QCP makes no representations with respect to the availability of QCP’s Service at any particular time. You agree that QCP shall not be liable to you or to any third party for any modification, suspension, unavailability, or discontinuance of QCP’s Service (or any part thereof).
You agree to indemnify and hold QCP and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from all costs, liabilities, and damages QCP incurs, including without limitation its reasonable attorneys’ fees, with respect to all claims, demands, proceedings, and actions of any kind whatsoever, made or brought by any third party due to or arising out of your use or misuse of QCP’s Service, your connection to QCP’s Service, your violation of any term of this Agreement, or your violation of any rights of another.
QCP’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. QCP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AVAILABILITY OF QCP’S SERVICE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION THROUGH QCP’S SERVICE—INCLUDING BUT NOT LIMITED TO ANY INFORMATION THAT IS SUBMITTED BY ANY CUSTOMER OF YOURS AND ANY TYPOGRAPHICAL ERRORS BY QCP OR ANY OTHER USER; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH QCP’S SERVICE, CONTENT AND MATERIALS ON THE APPLICATION AND/OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH QCP’S SERVICE, CONTENT, MATERIALS AND APPLICATIONS IS BORNE BY YOU. QCP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT QCP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF QCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARISE OUT OF OR ARE RELATED TO QCP’S SERVICE OR ITS CONTENTS, OR TO ANY BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT QCP IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD QCP LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR CUSTOMERS, OTHER USERS OF QCP’S SERVICE, AND OPERATORS OF EXTERNAL SITES/APPLICATIONS AND SERVICES—INCLUDING BUT NOT LIMITED TO THIRD-PARTY PAYMENT PROCESSORS OF YOUR BILLING PAYMENTS TO QCP. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH QCP IS TO STOP USING QCP’S SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU HEREBY RELEASE QCP AND QCP’S AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree that all of QCP’s patents, copyrights, trademarks, trade names, service marks and other QCP logos and brand features, and product and service names are intellectual property that is and shall remain solely owned by QCP (the “QCP IP”). You agree not to display or use in any manner the QCP IP, without QCP’s prior permission.
(A) Modifications. QCP reserves the right, at any time, to change the terms and conditions of this Agreement, without advanced notice to you. If any such change is unacceptable to you, your sole remedy is to terminate Your Account. Your continued use of QCP’s Service following the effective date of a change to the terms and conditions of this Agreement shall constitute your acceptance of such change.
(B) Relationship of the Parties. QCP’s relationship with You is that of a service provider, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship by or between the parties.
(C) Ownership of your comments or suggestions to QCP. If you provide any suggestions, input or other feedback relating to QCP’s Service, QCP shall have the right to freely and fully exercise and exploit any such suggestions, input or other feedback in connection with its business, without notice to, approval by, attribution to or compensation to you.
(D) Entire Agreement. This Agreement constitutes the entire agreement between you and QCP and governs your use of QCP’s Service. This Agreement supersedes and replaces any prior version of this Agreement between you and QCP with respect to QCP’s Service. You also may be subject to additional terms and conditions that may apply when you use QCP’s Service, affiliate services, third-party content or third-party software.
(E) Choice of Law and Forum. You and QCP each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of Illinois without regard to conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, or the relationship between you and QCP, shall be brought exclusively in the courts of the State of Illinois located in Chicago, Illinois. You and QCP agree to submit to the personal jurisdiction of the courts located within Chicago, Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
(F) Remedies and Attorney’s Fees. QCP reserves the right to seek all remedies available at law and in equity for violations of the Agreement. You agree that if QCP, in its sole discretion, determines you have violated any term or condition of this Agreement and QCP, in its sole discretion, determines that the violation is severe enough, QCP—without advance notice to you—can block access to QCP’s Service from your account and any device and IP address from which you have accessed or attempted to access QCP’s Service. You agree that the consequences of commercial use or re-publication of content or materials from QCP’s Service or other violations of the terms of this Agreement may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy and that QCP will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages or post bond. You also agree that if QCP has to bring any proceeding or cause of action (whether as a claim, a counterclaim, or otherwise) relating to your violation of the terms of this Agreement, or if QCP successfully defends a proceeding or cause of action brought by you based in whole or in part on your violation of the terms of this Agreement, then you will be responsible for paying the reasonable attorney’s fees and other expenses incurred by QCP in instituting and prosecuting, or defending, such proceeding or cause of action.
(G) Waiver and Severability. The failure of QCP to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
(H) Section Titles. The section titles in the Agreement are for convenience only and have no legal or contractual effect.