Terms of Service
1. Introduction.
1.1. Effective
Date. The effective date of this Agreement is December 1, 2017. Last
Updated: These Terms of Service were last updated on May 26, 2020.
1.2. Agreement.
Welcome to Sellers International LLC doing business as Quimbee (“Quimbee” or “Company”) recommends that you read the following terms and
conditions carefully. By accessing or using the Quimbee website, the Quimbee
Service, including any software applications made available by Quimbee, such as
the Quimbee mobile device application (together, the “Website” or “Service”),
however accessed or used, you agree to be bound by these terms (the “Terms of Service” or the “Agreement”). By clicking on the “Start
My FREE Trial” button, or otherwise making use of the Website or Service, you
agree to be bound by this Agreement, constituting a legally binding contract
between Quimbee and you concerning your use of the Service. We encourage you to
print this Agreement or save it to your computer for reference. As used in
these Terms and unless separately identified as applicable to either an
individual or entity, “you” and “your” refer to both you individually and the
entity on behalf of which you are entering into these Terms.
1.3.
User Types. This Agreement may apply
to you individually (“Personal User”), the business or other legal entity you
represent (“Entity User”), or both. As further described in Section 7, either a
Personal User or an Entity User may also be a Group Manager, if such individual
or entity registers a Group (defined in Section 7), or a Group User, if such
individual is receiving access to the Service as part of a Group. If you are a
Personal User receiving access to the Service through a Group, you acknowledge
that your rights herein may be subject to the Group remaining authorized to
access and use the Service. If you are using the Website or Services or
otherwise entering into this Agreement on behalf of a company or other legal
entity (i.e., an Entity User), you
hereby represent and warrant that you have the authority to enter into this
Agreement on behalf of the Entity User. Notwithstanding the foregoing, if you
are an Entity User that has a separate agreement with us, such separate
agreement shall govern in the event of a conflict between this Agreement and
the other agreement. However, if an Entity User has a separate agreement with
us for certain Services but not other Services, this Agreement shall govern
such other Services that are not already governed by a separate agreement with Quimbee.
Additionally, if you are a natural person using the Website or Services on
behalf of a company or other legal entity or as a user under an Entity User’s
agreement with us, you (as a Personal User) are nevertheless individually bound
by this Agreement even if your company has a separate agreement with us. As
used in this Agreement and unless separately identified as applicable to either
a Personal User or Entity User only, “you” and “your” refer to both you
individually (Personal User) and, to the extent this Agreement applies, the
company on behalf of which you are entering into this Agreement (i.e., Entity User).
1.4. Paid Software and Content. In addition
to this Website, Quimbee provides paid-for software as a service, along with
legal-education content. Additional terms apply to your use of this software
and content. See Section 7 (Software as a Service) for full details.
1.5. Separate
Privacy Policy. By using the Service, you represent and warrant that you
have read and understood, and agree to be bound by, this Agreement and Sellers
International LLC’s Privacy Policy (the “Privacy
Policy”), which is incorporated into this Agreement by reference. The
Privacy Policy is available at http://www.20xianyu.icu/about/privacy.
1.5.1. Separate Community Rules. By using the
Service, you represent and warrant that you have read and understood, and agree
to be bound by, this Agreement and QuimbeeCommunity Rules for Questions and
Answers (the “Community Rules”), which is incorporated into this Agreement by
reference. The Community Rules are available at http://www.20xianyu.icu/about/community-guidelines.
1.5.2
Monitoring. You acknowledge that Quimbee reserves the right to, and may from
time to time, monitor any and all information transmitted or received through
the Quimbee Website and Services. Quimbee, at its sole discretion and without
further notice to you, may (but is not obligated to) review, censor or prohibit
the transmission or receipt of any information which Quimbee deems
inappropriate or that violates any term or condition of this agreement. During
monitoring, information may be examined, recorded, copied, and used for
authorized purposes. Use of the Quimbee Service, authorized or unauthorized,
constitutes consent to such monitoring.
1.6. No Permission Without Agreement. If you do
not understand this Agreement, or do not agree to be bound by it or by the
Privacy Policy, you may not access or use the Service, and you must immediately
stop accessing or using the Service.
1.7. Arbitration and Remedies. These terms
contain a mandatory arbitration-of-disputes provision that requires the use of
arbitration on an individual basis to resolve disputes, rather than jury trials
or class actions, and also limits the remedies available to you in the event of
a dispute. See Section 21 (Dispute Resolution) for full details.
2. Privacy
Policy. By using the Service, you consent to the collection and use of
certain information about you, as specified in the Privacy Policy discussed in
Section 1.5 (Separate Privacy Policy). Quimbee encourages users of the Service
to frequently check the Privacy
Policy for changes.
3. Changes to Agreement, Privacy Policy, and
Community Rules. Internet technology and the applicable laws, rules, and
regulations change frequently. Quimbee reserves the right to change this
Agreement, its Privacy Policy, or its Community Rules at any time. It is your
responsibility to review this Agreement, the Privacy Policy, and the Community
Rules periodically. If at any time you find this Agreement, the Privacy Policy,
or the Community Rules unacceptable, you must immediately stop accessing the
Service..
4. Eligibility.
4.1. By accessing and/or using the Service,
including by doing so after accessing this Agreement, you represent and warrant
that you: (1)are at least 18 years old; (2) are not
currently restricted from the Services and are not otherwise prohibited from
having an account related thereto; (3) will only maintain one account at any
given time; (4) will only provide accurate information to Quimbee; (5) have
full power and authority to enter into these Terms of Service and doing so will
not violate any other agreement to which you are a party; and (6) will not
violate any rights of Quimbee or a third party. You assume all responsibility
for your use of, and access to, the Services. Accounts are for a single user,
company or other legal entity, as applicable. Any multiple-party use, other
than individual use on behalf of a company or other legal entity, is
prohibited. For example, sharing a login between non-entity individual users is
prohibited.
4.2. Entity
Use. If you are entering into this Agreement on behalf of an Entity User,
you represent and warrant that you are authorized to act and enter into
contracts on behalf of that Entity User.
5. No
Attorney-Client Relationship. While Company provides training materials and
software for legal education, Company is not a law firm. You agree that neither
this Agreement nor any other forms provided on our Sites constitute an
attorney-client relationship between you, on the one hand, and Company or its
staff on the other.
6. License.
Subject to your compliance with these Terms of Service, as well as any separate
agreement you enter into with Company, Company grants Personal User and Group
Users (defined in Section 7 below) a limited, non-exclusive, non-transferable
license to access the Company websites (located at the following URLs: http://www.20xianyu.icu/), and to use the
Service, including the mobile application: (a) in the case of Personal Users,
for your own personal use only, and (b) for Group Users, for your own personal
use and to administer the Group. This license is revocable, and you may not
sub-license it. Except for the foregoing limited license, all rights in the
Service are reserved by Company. Except as expressly authorized herein, no part
of the Service, including the Website or mobile application, may be reproduced,
duplicated, copied, modified, sold, resold, distributed, transmitted,
performed, displayed, stored, or exploited for any purpose without the prior
express written consent of Company. Without limitation, this Agreement grants
you no rights to the intellectual property of Company, any Licensor of Company,
or any other party, except as expressly stated in this Agreement. The license
granted in this section is conditioned on your compliance with this Agreement.
Your rights under this section will immediately terminate if, in the sole
judgment of Company, you have breached any provision of this Agreement.
7. Software
as a Service; Types of Users. Company provides software as a service and
legal-education content (together, the “SaaS”,
which is a part of the “Service”). The SaaS includes, but is not limited to:
case briefs, case brief videos, multiple-choice questions, essay practice
exams, subject-matter outlines, online courses comprised of related video
lessons, flashcards, various materials to prepare for various states' bar
examinations, and similar content.
7.1. Individual
Users. Personal Users may sign up for the SaaS through the Website.
Personal Users agree to be bound by this Agreement, Company’s Privacy Policy,
and any additional terms displayed during the signup process.
7.2.
Entity Users. Entity Users, such as
law firms and law schools, may agree to a separate contract governing their and
their users access and use of the SaaS (to the extent applicable, an “Institutional Agreement”). The
Institutional Agreement, if applicable, complements this Agreement, the
Company’s Privacy Policy, and any additional terms displayed during the signup
process, but if there is any conflict between agreements, the terms of the
Institutional Agreement shall prevail. Personal Users who access the SaaS or
other parts of the Service pursuant to an Institutional Agreement are also
bound individually by this Agreement and Company’s Privacy Policy. Entity Users
will also be deemed to be Group Managers, as further described below.
7.3.
Groups.
7.3.1.
Groups. The Service enables you to
sign-up or register for the Service as a group (“Group”), where your registration provides access to the Service to
more than one Personal User (“Group
Users”). Groups will be named after the Group Manager (e.g., John Smith’s Group). If you are creating a Group on behalf of
a law school or other organization or entity, please contact support to verify
and have the Group’s name updated to that of your school, organization or
entity. Any reduction in the number of authorized number of Group Users shall
not take effect until the subsequent billing cycle. A Group must have at least
two (2) Group Users.
7.3.2.
Group Managers. Either Personal
Users or Entity Users are able to register a Group, and such Personal User or
User Entity shall be deemed a “Group
Manager” under these terms, in addition to being a Personal User or Entity
User, as applicable. Group Managers are responsible for the fees owed by the
Group. The Group Manager is responsible for administering the Group, which
means managing billing and payment methods, selecting the Group’s subscription
plan, and adding or removing Group Users within the Group. A Group can only
have one Group Manager, and the Group Manager is counted as a Group Users with
respect to counting the total number of Group Users within the Group. Other
than the Group Manager, Group Users cannot administer the Group and only have
access to content and features that the Group Manager has selected for the
Group. Device limits apply to all Group Users.
7.4. Software
Updates. One major benefit of SaaS is that Company’s software is
continually updated. To deliver this benefit, Company reserves the right, in
its sole discretion, to update, modify, or remove features, functionality, or
other aspects of its SaaS at any time. You must accept all software updates to
ensure the benefit of the Services.
7.5. Downtime.
While Company takes commercially reasonable measures to keep its SaaS
continuously available, the SaaS may be subject to unscheduled downtime. This
Agreement does not include a Service Level Agreement; see also Section 18.1 (No
Warranties). In addition, Company may take the SaaS offline briefly for
occasional maintenance. Company will notify subscribers of these scheduled downtimes
in advance.
8. No
Reliance on Third Party Content.
8.1. Opinions, advice, statements, or other
information made available through the Service by third parties are those of
their respective authors, and should not necessarily be relied upon. Those authors
are solely responsible for their content. Company does not: (i) guarantee the
accuracy, completeness, or usefulness of any third-party information accessible
on or through the Service; or (ii) adopt, endorse, or accept responsibility for
the accuracy or reliability of any opinion, advice, or statement made by a
third party through the Service. Under no circumstances will Company be
responsible for any loss or damage resulting from your reliance on information
or other content posted through the Service transmitted to or by any third
party.
8.2. Some users who post content are members
of legal and other licensed professions (collectively, “Professional
Contributors”). Content posted by Professional Contributors should not be
relied on as a substitute for advice from a professional that is appropriate
for your specific situation. Ethics rules differ by state or location, and it
is the responsibility of Professional Contributors to determine and provide
disclaimers appropriate for their profession and the content provided.
9. Assumption of Risk; Release. You knowingly
and freely assume all risk when using the Service. You, on behalf of yourself,
your personal representatives, and your heirs, voluntarily agree to release,
waive, discharge, hold harmless, defend, and indemnify Sellers International
LLC and its stockholders, officers, directors, employees, agents, affiliates,
consultants, representatives, sub-licensees, successors, and assigns
(collectively, the “Company Parties”) from any and all claims, actions, or
losses for bodily injury, property damage, wrongful death, emotional distress,
loss of privacy, or other damages or harm, whether to you or to third parties,
that may result from your use of the Service.
10. User
Account, Accuracy, and Security.
10.1. User
Account. To use the Service, you must register and create a user account
(“Account”). An individual is permitted to create only one Account. During the
Account-creation process, you will be asked to provide information that
personally identifies you (“Personal Information”). If you are entering into
this Agreement on behalf of an Entity User, you may also be required to provide
information about such entity.
10.2. Account
Information Accuracy. You represent and warrant that all user information
you provide in connection with your Account and your use of the Service is
current, complete, and accurate, and you agree that you will update that
information as necessary to maintain its completeness and accuracy by updating
your personal Profile, or by submitting a message through the following
webpage: http://www.20xianyu.icu/contact.
It is your responsibility to keep your account and profile information
accurate and updated. We are not responsible for any disputes or claims related
to any inaccurate, incomplete, or untimely information provided by you to us.You agree that you will
not submit any fake content (including without limitation any Account,
username, likeness, or Profile) to willfully and credibly impersonate another
person, whether actual or fictitious. As a non-exhaustive example, you agree
that you will not upload a Profile image that is another person’s likeness. If
Company believes in its sole discretion that the information you provide is not
current, complete, or accurate, Company has the right to refuse you access to
the Service, or to terminate or suspend your access at any time, or both. For
additional information, see the Section concerning “User Ability to Access,
Update, and Correct Personal Information” in Company’s Privacy Policy.
10.3. No
Pseudonyms. You must use your real name on Quimbee; pseudonyms are not
allowed. Any use of a pseudonym violates Section 10.2 (Account Information
Accuracy) and is cause for suspension or deletion of your Account. No refunds
will be issued in such cases.
10.4. Account
Security. You will also be asked to provide a username, password, and
possibly other information to secure your Account. You may access your Account
on up to two devices (e.g., a laptop
and a tablet). Should you attempt to access your Account on a third device, you
will be asked to provide a phone number. We will send you a security code via
SMS message, which you must enter to verify your identity. You must then
deauthorize one of your previous devices before you may access your Account on
a third device. (Please note that if you access your Account from two different
web browsers, each web browser will be treated as a separate device.) You are
entirely responsible for maintaining the confidentiality of your Account's
security information, including your password. You may not use the username or
password of any other person, nor may you share your username and password, nor
may you circumvent any authentication mechanism requiring the entry of
usernames, passwords, or any other information to gain unauthorized access to
the Service. You agree to notify Company immediately of any unauthorized use of
your Account. Company shall not be liable for any loss that you incur because
of someone else using your Account, either with or without your knowledge. You
may be held liable for any losses incurred by Company, its affiliates,
officers, directors, employees, consultants, agents, and representatives due to
someone else’s use of your Account.
10.5.
Free Trial. Only one free trial is
permitted per person. You may not create additional Accounts (such as through
the use of pseudonyms and alternate email accounts) for purposes of claiming
additional free trials. Company reserves the right to terminate service to
anyone who violates this policy. During the free trial, you may access up to 10
case briefs. With respect to free trials for a Group, only the Group Manager
shall have access to the Service during the trial period.
11. Consent
to Receive Electronic Communications from Company and Feedback. By
registering for the Service and providing your name, email, postal or
residential address, and/or phone number through the Service, you expressly
consent to receive electronic and other communications from Company, over the
short term and periodically over the long term, including email communications.
These communications will be about the Service, new product offers, promotions,
and other matters. You may opt out of receiving electronic communications at
any time by following the unsubscribe instructions contained in each
communication, or by sending an email to [email protected] You agree that these electronic communications satisfy any legal
requirements that communications or notices to you be in writing. By sending
Company any ideas, comments, suggestions, questions, or other material, you
grant Company an unrestricted, royalty-free, worldwide, irrevocable license to
use, reproduce, display, perform, modify, transmit, and distribute such material
in any manner, including in connection with Company’s business, and you also
agree that Company shall be free to use any ideas, concepts, know-how, or
techniques that you send Company for any purpose. You agree that no comments or
other information submitted by you to Company will violate any personal or
proprietary right of any third party (including, without limitation, copyright,
trademark, or trade secret rights).? You
agree that you shall remain solely liable for the contents of any comments or
other information submitted by you to Company. You also agree that Company is
under no obligations of confidentiality, whether express or implied, with
respect to any ideas, comments, suggestions, questions, or other material you
send to Company.
12. Fees.
12.1. Subscription
Fees. As discussed in Section 7 (Software as a Service), Quimbee is a paid
service.
12.2. Automatic
Billing. Company will bill your Subscription fees automatically to the
payment method you designate when signing up.
12.3. Automatic
Renewal. Unless you cancel your Subscription (see Section 12.4
(Cancellation)), your Subscription will renew automatically at the end of its
term. Please see Section 12.4 (Cancellation) and, if applicable, your
Institutional Agreement.
12.4. Cancellation.
12.4.1. How to
Cancel. To cancel your SaaS subscription, visit http://www.20xianyu.icu/settings,
and click the link to Cancel. Alternatively, you may cancel your account by
contacting Company by emailing [email protected]; clicking on the Contact
widget at the lower-right of any page on www.20xianyu.icu; or using the contact form in Quimbee’s iPhone, iPad,
and Android apps. Your cancellation is not effective until a Company
representative confirms it. For more information on how to cancel, please visit
our knowledge-base article.
12.4.2. Effect
of Cancellation. Once your cancellation is confirmed by Company, then
Company will not bill you further, but Company will not refund you for any
remainder of that term. Company will terminate your access to the SaaS at the
end of your billing term.
12.4.3. Additional
Termination Terms. An Institutional Agreement, if applicable, may contain
additional termination terms, which shall govern in the event of a conflict
with this Agreement.
12.4.4. Website
Terms Still Apply. These Terms of Service and the Privacy Policy still
apply, in full, after your SaaS subscription ends.
12.5.
Quimbee Bar Review Money-Back Guarantee.
If you purchase Quimbee Bar Review, Company guarantees that you will pass the
bar on your first try after completing the Quimbee Bar Review program, or
Company will issue a refund of your actual purchase price for Quimbee Bar
Review. To be eligible for the money-back guarantee, you must (1) take the bar
exam in a Uniform Bar Examination (UBE) jurisdiction and (2) complete at least
75% of your Quimbee Bar Review course by the first day of UBE administration
for your selected exam date. Please note that attempts to fraudulently increase
your completion percentage without making a bona fide effort to complete the
coursework may void this guarantee. To claim the money-back guarantee, you must
present proof of failure (e.g., a copy of the official notification email or a
scanned or photocopied image of your official physical letter) within thirty
(30) days of receiving Quimbee’s results survey email. If you are eligible for
the money-back guarantee and fail the bar exam, Company will refund 100% of
your actual purchase price (less any applicable discounts or credits) for the
digital Quimbee Bar Review course back onto your original payment method. If
Company is unable to refund your purchase price back to the original payment
method, Company may, in its sole discretion, issue a refund by paper check
mailed to your address.
12.5.1.
Retakes of Quimbee Bar Review or Quimbee
MBE Review. If you do not pass the Uniform Bar Examination (UBE) after
taking Quimbee Bar Review or Quimbee MBE Review, you may retake the course as
many times as it takes you to pass. You must provide proof of failure (e.g., a
copy of the official notification email or a scanned or photocopied image of
your official physical letter) within thirty (30) days of receiving Quimbee’s
results survey email in order to retake the course. You may retake the course
even if you are not eligible for Quimbee’s money-back guarantee (e.g., you may
retake the course even if you did not complete at least 75% of your Quimbee Bar
Review course).
12.5.2.
Deferrals of Quimbee Bar Review or
Quimbee MBE Review. You may defer your Quimbee Bar Review or Quimbee MBE
Review course at any time up until your exam date. You will lose access to the
current course at that time and may not begin studying until the unlock date
for your new exam date. The unlock date is typically sixty (60) days before the
start date for the course. Please note that access to your Quimbee course is
provided to you and you alone. Company reserves the right to require
documentation that you are registered for a future exam date or refuse
deferrals on suspicion of account sharing.
12.5.3.
Quimbee Bar Review and Quimbee MBE
Review Print Packages. Please note that Quimbee's money-back guarantee does
not apply to the print package. Likewise, all purchasers eligible for a
deferral or retake of the digital course will receive only one print package.
You may purchase an additional print package for your new exam date by contacting
customer support.
12.6.??? Reserved
Rights for Company’s Fees. Company reserves the right, in its sole
discretion, to change the fees and charges in effect, or to add new fees and
charges, by posting such changes or providing notice to you. All fees and charges
are nonrefundable, and there are no refunds, nor are there credits for
partially used subscription periods.
12.6.1. Company’s decision not to exercise any specific
right or require performance of any specific obligation under this Agreement, including
collecting regularly recurring fees from you, shall not affect Company’s later
ability to exercise those rights or to require performance at any later time.
Company’s waiver of your breach shall not constitute a waiver of any later
breach by you, or by any other user of the Service. By using the Service, you
authorize Company or its payment processor to charge Company’s fees to the
payment method you provide, in addition to applicable sales and other taxes.
13. Third
Party Websites. The Service is linked with the websites of third parties
(“Third Party Websites”), some of whom may have established relationships with
Company and some of whom may not. Company does not have control over the
content and performance of Third Party Websites. Company has not reviewed, and
cannot review or control, all of the material, including computer software or
other goods or services, made available on Third Party Websites. Accordingly,
Company does not represent, warrant, or endorse any Third Party Websites, or
the accuracy, currency, content, fitness, lawfulness, or quality of the
information, material, goods, or services available through Third Party
Websites. Company disclaims, and you agree to assume, all responsibility and
liability for any damages or other harm, whether to you or to third parties,
resulting from your use of Third Party Websites.
14. Your
Responsibility for Defamatory Comments.
14.1. If you post defamatory statements to the
Service, persons harmed by those statements may sue you and seek damages. Under
Section 230 of the Communications Decency Act of 1996, Company will not be held
liable for your statements that are defamatory or otherwise legally actionable.
14.2. If you raise or file any claim against
Company for conduct that a Court of Competent Jurisdiction (defined below at
21.1.3.) later finds to constitute an “exercise of a publisher’s traditional
editorial functions,” or the legal equivalent, you agree to fully and
immediately compensate Company for all losses, liability, damages, costs, and
expenses, including without limitation all attorneys’ fees and expenses in
defending the action and resolving the matter. If you fail to compensate
Company for any such claim, you agree and authorize Company to report your
Personal Information, including without limitation your unpaid claim, to
consumer credit reporting services, collection agencies, and others.
15. Objectionable
Content. You agree that you shall not use the Service to upload, post,
transmit, display, perform, or distribute any content, information, or
materials that: (a) are libelous, defamatory, abusive, threatening, excessively
violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b)
constitute child pornography; (c) solicit personal information from or exploit
in a sexual or violent manner anyone under the age of 18; (d) incite,
encourage, or threaten physical harm against another; (e) promote or glorify
racial intolerance, use hateful and/or racist terms, or signify hate toward any
person or group of people; (f) glamorize the use of illegal substances and/or
drugs; (g) advertise or otherwise solicit funds or constitute a solicitation
for goods or services; (h) violate any provision of this Agreement or any other
Company agreement or policy, including without limitation Company’s Privacy
Policy; (i) disclose another’s personal, confidential, or proprietary
information; (j) are false or fraudulent; (k) contain images or videos of
individuals captured or posted without their consent; (l) promote self-destructive
behavior (including without limitation eating disorders or suicide); or (m) are
generally offensive, rude, mean-spirited, or in bad taste, as determined by
Company in its sole discretion (collectively, “Objectionable Content”). Company
disclaims any perceived, implied, or actual duty to monitor content made
available through the Service, and specifically disclaims any responsibility or
liability for information provided on the Service. Without limiting any of its
other remedies, Company reserves the right to terminate your use of the Service
or your uploading, posting, transmission, display, performance, or distribution
of Objectionable Content. Company, in its sole discretion, may delete any
Objectionable Content from its servers. Company intends to cooperate fully with
any law enforcement officials or agencies in the investigation of any violation
of this Agreement or of any applicable laws.
16. Prohibited
Uses. Company imposes certain restrictions on your use of the Service. Any
violation of this section may subject you to civil and/or criminal liability.
The following are expressly prohibited:
16.1. harassing or stalking any person, or
contacting any person who has requested not to be contacted;
16.2. providing false, misleading, or inaccurate
information to Company or to any other person in connection with the Service;
16.3. impersonating, or otherwise misrepresenting
affiliation, connection, or association with, any person or entity;
16.4. modifying any advertisement posted through
the Service;
16.5. harvesting or otherwise collecting
information about users, including email addresses and phone numbers;
16.6. without express written permission from
Company, using or attempting to use any engine, software, tool, agent, or other
device or mechanism (including without limitation browsers, spiders, robots,
avatars, or intelligent agents) to harvest or otherwise collect information or
content from the Service for any use, including without limitation use on Third
Party Websites;
16.7. accessing content or data not intended for
you, or logging into a server or account that you are not authorized to access;
16.8. attempting to probe, scan, or test the
vulnerability of the Service, or any associated system or network, or breaching
security or authentication measures without proper authorization;
16.9. interfering or attempting to interfere with
the use of the Service by any other user, computer, or network, including
(without limitation) by submitting malware or exploiting software
vulnerabilities;
16.10. using the Service to send unsolicited email,
including without limitation promotions or advertisements for products or
services;
16.11. forging, modifying, or falsifying any network
packet or protocol header or metadata in any connection with, or transmission to,
the Service (for example, SMTP email headers, HTTP headers, or Internet
Protocol packet headers);
16.12. while using the Service, using ad-blocking or
other content-blocking software, browser extensions, or built-in browser
options designed to hide, block, or prevent the proper display of online
advertising;
16.13. attempting to modify, reverse-engineer,
decompile, disassemble, or otherwise reduce or attempt to reduce to a
human-perceivable form any of the source code used by the Company Parties in
providing the Service, including without limitation any fraudulent effort to
modify software or any other technological mechanism for measuring the number
of impressions generated by individual content and/or the overall Service to
determine and/or audit advertising revenues and payments, if applicable;
16.14. creating additional accounts to promote your
(or another’s) business, or causing others to do so; and
16.15. paying anyone for interactions on the Service.
16.16.
selling, sublicensing, distributing, displaying, storing, or transferring
content and/or other materials available through the Service, including,
without limitation, case briefs, in bulk or in any way that could be used to
replace or substitute for the Service, in whole or in part or as any component
of any material offered for sale, license, or distribution to third parties.
17. Intellectual
Property. Quimbee enables you to add posts, texts, photos, links, and other
files and information to share with others. All material that you upload,
publish or display to others via the Quimbee platform will be referred to
collectively as “Your Content.” By submitting, posting, or displaying Your
Content on Quimbee, you grant Quimbee a nonexclusive, worldwide, royalty free,
fully paid up, transferable, sublicensable (through multiple tiers), license to
use, copy, reproduce, process, adapt, modify, create derivative works from,
publish, transmit, store, display and distribute, translate, communicate and
make available to the public, and otherwise use Your Content in connection with
the operation or use of Quimbee or the promotion, advertising or marketing of
Quimbee or our business partners, in any and all media or distribution methods
(now known or later developed), including via means of automated distribution,
such as through an application programming interface (also known as an “API”).
You agree that this license includes the right for Quimbee to make Your Content
available to other companies, organizations, business partners, or individuals
who collaborate with Quimbee for the syndication, broadcast, communication and
making available to the public, distribution or publication of Your Content on
Quimbee or through other media or distribution methods. This license also
includes the right for other users of Quimbee to use, copy, reproduce, adapt,
modify, create derivative works from, publish, transmit, display, and
distribute, translate, communicate and make available to the public Your
Content, subject to our Terms of Service and Community Rules. Except as expressly
provided in these Terms of Service, this license will not confer the right for
you to use automated technology to copy or post questions and answers or to
aggregate questions and answers for the purpose of making derivative works. If
you do not wish to allow your answers to be translated by other users, you can
globally opt out of translation in your profile settings or you can designate
certain answers not for translation.
17.1. Compliance
with Law. You represent and warrant that, when using the Service, you will
obey all applicable laws and respect the intellectual property rights of
others. Your use of the Service is at all times governed by and subject to
copyright and other intellectual property laws. You agree not to upload, post,
transmit, display, perform, or distribute any content, information, or other
materials in violation of any third party’s copyrights, trademarks, or other
intellectual property or proprietary rights. You accept full responsibility for
avoiding infringement of the intellectual property or personal rights of others
or violation of laws and regulations in connection with your content.
17.2. Trademarks.
Quimbee and the Quimbee logo (collectively, the “Company Marks”) are trademarks or registered trademarks of Company.
Other trademarks, service marks, graphics, logos, and domain names appearing
anywhere on, through, or in connection with the Service may be the trademarks
of third parties. Neither your use of the Service nor this Agreement grant you
any right, title, or interest in, or any license to reproduce or otherwise use,
the Company Marks or any third-party trademarks, service marks, graphics,
logos, or domain names. You agree that any goodwill in the Company Marks
generated as a result of your use of the Service will inure to the benefit of
Company.
17.3. Copyrighted
Materials; Copyright Notice. All content and other materials available
through the Service, including without limitation the Quimbee logo, design,
text, graphics, and other files, along with their selection, arrangement, and
organization, are either owned by Company or are the property of Company’s
licensors and suppliers. Except as explicitly provided, neither your use of the
Service nor this Agreement grant you any right, title, or interest in any such
materials. You may not remove or obscure any copyright notices or other notices
utilized in any content and other materials available through the Service. You,
or your licensors, as applicable, retain ownership of the copyright and other
intellectual property in Your Content, subject to the non-exclusive rights
granted above.
17.4. DMCA
Policy.
17.4.1. As Company asks others to respect its
intellectual property rights, Company respects the intellectual property rights
of others. Company follows the notice and takedown procedures in the Digital
Millennium Copyright Act (“DMCA”).
17.4.2. If you believe content located on or linked to
by the Service violates your copyright, please immediately notify Company by
email regarding ?DMCA takedown notice (“Infringement Notice”), providing the
information described below. If Company takes action in response to an
Infringement Notice, it will make a good faith attempt to contact the party who
made the content available at the most recent email address that party provided
to Company.
17.4.3. Under the DMCA, you may be held liable for
damages based on material misrepresentations in your Infringement Notice. You
must also make a good-faith evaluation of whether the use of your content is a
fair use; fair uses are not infringing. If you are not sure whether content
located on or linked to by the Service infringes your copyright, you should
first contact an attorney.
17.4.4. The DMCA requires that all Infringement Notices
must include the following:
17.4.4.1. A signature, electronic or physical,
of the copyright owner or a person authorized to act on the owner’s behalf;
17.4.4.2. An identification of the copyright
claimed to have been infringed;
17.4.4.3. A description of the nature and
location of the material that you claim to infringe your copyright, in
sufficient detail to permit Company to find and positively identify that
material;
17.4.4.4. Your name, address, telephone number,
and email address; and
17.4.4.5. A statement by you: (i) that you
believe in good faith that the use of the material that you claim to infringe
your copyright is not authorized by law, or by the copyright owner or such
owner’s agent; and, (ii) under penalty of perjury, that all the information
contained in your Infringement Notice is accurate, and that you are either the
copyright owner or a person authorized to act on the owner’s behalf.
17.4.5. Infringement Notices should be sent to [email protected] with the subject line “DMCA Notice: (INSERT YOUR NAME OR YOUR
COMPANY’S NAME)”.
17.4.6. Company will respond to all DMCA-compliant
Infringement Notices, including, as required or appropriate, by removing the
offending material or disabling all links to the offending material.
17.4.7. Disclosure. All received Infringement Notices
may be posted in full to the Lumen database (https://lumendatabase.org/), previously
known as the Chilling Effects Clearinghouse.
17.5.
Notification of Infringement. You shall immediately notify Company if you
discover or are informed of any infringements or potential infringements of
Company’s intellectual property rights including, without limitation, any
unauthorized use of the Service, or respective portions of content and
materials thereof, by third parties.
18. Disclaimers;
Limitation of Liability.
18.1. No Warranties. Company, on behalf of itself
and its licensors and suppliers, expressly disclaims any and all warranties,
express or implied, regarding the Service, arising by operation of law or
otherwise, including without limitation any and all implied warranties of
merchantability, fitness for a particular purpose, non-infringement, no
encumbrance, or title, in addition to any warranties arising from a course of
dealing, usage, or trade practice. Neither Company nor its licensors or
suppliers warrants that the Service will meet your requirements, or that the
operation of the Service will be uninterrupted or error-free.
18.1.2 ?YOUR USE OF THE SERVICES IS AT YOUR
SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET
ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. QUIMBEE
DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR
REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE
MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. QUIMBEE DOES NOT MAKE ANY
REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF
THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS,
COMPLETENESS, OR OTHERWISE.
18.2.cYour
Responsibility for Loss or Damage; Backup of Data.
18.2.1. You agree that your use of the Service is at
your sole risk. You will not hold Company or its licensors and suppliers, as
applicable, responsible for any loss or damage that results from your access to
and/or use of the Service, including without limitation any loss or damage to
any of your computers, mobile devices, including without limitations tablets
and/or smartphones, or data. The Service may contain bugs, errors, problems, or
other limitations.
18.2.2. Importantly, you acknowledge that a
catastrophic disk failure or other similar event could result in the loss of
all of the data related to your account. You agree and understand that it is
your responsibility to backup your data to your personal computer or external
storage device and to ensure such backups are secure.
18.3.
Limitation
of Liability. You agree that to the maximum extent permitted by law, Company
will not be liable to you under any theory of liability. Without limiting the
foregoing, you agree that, to the maximum extent permitted by law, Company
specifically will not be liable for any indirect, incidental, consequential,
special, or exemplary damages, loss of profits, business interruption,
reputational harm, or loss of data (even if we have been advised of the
possibility of such damages or such damages are foreseeable) arising out of or
in any way connected with your use of, or inability to use, the Quimbee
platform. You further acknowledge and agree that Company shall be in no way
responsible for any action taken against you by any third party related to your
use of the platform, including but not limited to current or potential
employers taking adverse actions against you, institutions of higher education pursuing
claims for violations of honor codes or other school policies, etc. In no event
shall Company or its licensors or suppliers be liable to you for any indirect,
incidental, special, consequential, or punitive damages (including without
limitation damages for lost profits or lost revenues), whether caused by the
acts or omissions of Company, Company Parties, or Quimbee users, or their
agents or representatives, regardless of the foreseeability of those damages or
of any advice or notice given to Company or its licensors and suppliers arising
out of or in connection with your use of the Service. Furthermore, in no event
shall Company’s or its licensors’ or suppliers’ total cumulative liability
exceed the greater of: (a) the amount you paid Company for your use of the
Service in the prior three (3) months, and (b) the sum of one hundred dollars
($100). These limitations shall apply regardless of whether the damages arise
out of breach of contract, tort, or any other legal theory or form of action.
You agree that these limitations of liability represents a reasonable
allocation of risk and is a fundamental element of the basis of the bargain
between Company and you. The Service would not be provided without such
limitations.
18.4. Application of Disclaimers. The above
disclaimers, waivers, and limitations do not in any way limit any other
disclaimer of warranties or any other limitation of liability in any other
agreement between you and Company or between you and any of Company’s licensors
and suppliers. Some jurisdictions may not allow the exclusion of certain
implied warranties or the limitation of certain damages, so some of the above
disclaimers, waivers, and limitations of liability may not apply to you.
Company’s licensors and suppliers are intended third-party beneficiaries of
these disclaimers, waivers, and limitations. No advice or information, whether
oral or written, obtained by you through the Service or otherwise shall alter
any of the disclaimers or limitations stated in this section.
19. Your
Representations and Warranties. You represent and warrant that your use of
the Service will be in accordance with this Agreement and any other Company
policies, and with any applicable laws or regulations.
20. Indemnity
by You.
20.1. Without limiting any indemnification
provision of this Agreement, you (the “Indemnitor”)
agree to defend, indemnify, and hold harmless Company and the Company Parties
(collectively, the “Indemnitees”)
from and against any and all Claims (as defined in Section 21 (Dispute Resolution)),
including but not limited to legal costs and fees, and providing sole and
exclusive control of the defense of any action to Company, including the choice
of legal counsel and all related settlement negotiations, arising out of or
relating to: (i) the relationship between you and Company, whether based in
contract, tort, statute, fraud, misrepresentation, or any other legal theory;
(ii) your breach of this Agreement, including without limitation any
representation or warranty contained in this Agreement; (iii) your access to or
use of the Service; (iv) your provision to Company or any of the Indemnitees of
information or other data; (v) your violation or alleged violation of any
foreign or domestic, international, federal, state, or local law or regulation;
or (vi) your violation or alleged violation of any third party’s copyrights,
trademarks, or other intellectual property or proprietary rights.
20.2. The Indemnitees each have the individual
right, but not the obligation, to participate through counsel of their choice
in any defense by you of any Claim as to which you are required to defend,
indemnify, or hold harmless any, each, and/or all Indemnitees. You may not
settle any Claim without the prior written consent of the concerned Company
Parties.
20.3. Without limitation, the Indemnitor also
agrees to compensate Company for any and all lost revenues, future lost
profits, reasonable search costs, and any other reasonable expenses resulting
from any Indemnitor violation of Section 16 (Prohibited Uses), including
without limitation any suspension of affiliate accounts or affiliate payment
attributable to fraudulent efforts to manipulate or otherwise modify reported
impressions generated by the Company Parties under any affiliate advertising
agreement.
21. Dispute
Resolution.
21.1. Additional
Definitions for Dispute Resolution.
21.1.1. “AAA”
means the American Arbitration Association.
21.1.2. “Claim”
means any claims, actions, demands, causes of action, and other proceedings
arising out of or relating to: (i) the relationship between you and Company,
whether based in contract, tort, statute, fraud, misrepresentation, or any
other legal theory; (ii) your breach of this Agreement, including without
limitation any representation or warranty contained in this Agreement; (iii)
your access to or use of the Service; (iv) your provision to Company or any of
the Indemnitees of information or other data; (v) your violation or alleged
violation of any foreign or domestic, international, federal, state, or local
law or regulation; or (vi) your violation or alleged violation of any third
party’s copyrights, trademarks, or other intellectual property or proprietary rights.
21.1.3. “Court
of Competent Jurisdiction” means any federal or state court that has
jurisdiction over the subject matter, and that is located in the State of North
Carolina, except that Company may seek injunctive relief to protect Company’s
intellectual property rights in any court having jurisdiction.
21.1.4. “Lawsuit”
means a legal proceeding against a Party related to this Agreement.
21.2. Binding
Arbitration. Any Claim arising out of or relating to this contract, or the
breach thereof, shall be settled by arbitration administered by the AAA in
accordance with its Commercial Arbitration Rules, which are available at the
AAA website https://www.adr.org/aaa/faces/rules,
or by calling the AAA at 1-800-778-7879. Judgment on the arbitrator’s award may
be entered in any Court of Competent Jurisdiction. Claims shall be heard by a
single arbitrator. The place of arbitration shall be Charlotte, North Carolina.
The arbitration shall be governed by the laws of North Carolina. Hearings will
take place pursuant to the standard procedures of the Commercial Arbitration
Rules that contemplate in-person hearings. The prevailing party shall be
entitled to an award of reasonable attorney fees. The award of the arbitrator
shall be accompanied by a reasoned opinion. Except as may be required by law,
neither a party nor an arbitrator may disclose the existence, content, or
results of any arbitration without the prior written consent of both parties.
21.3. No
Joinder of Claims. You and Company agree that any arbitration shall be
limited to each Claim individually. You and Company agree that each may only
bring claims against the other in an individual capacity, and not as a
plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable by a Court of Competent
Jurisdiction, the Claim will still be finally and exclusively resolved by
binding arbitration upon the election of either party. Any election to
arbitrate by one party shall be final and binding on the other. No arbitration
shall be joined with any other arbitration. There is no right for any Claim to
be arbitrated on a class-action basis, or to employ class action procedures.
There is no right of authority for any Claim to be brought in a purported
representative capacity on behalf of either the general public or any other
individuals.
21.4. Judicial
Remedies in Aid of Arbitration or Equitable Relief. As exceptions to
Section 21.2 (Binding Arbitration), any Party may seek, in a Court of Competent
Jurisdiction, provisional remedies in aid of arbitration (including orders to
stay a court action, to compel arbitration, or to confirm an arbitral award) or
equitable relief (including a temporary restraining order, preliminary
injunction, or other interim or conservatory relief). For the avoidance of
doubt, the foregoing shall expressly permit Company to seek injunctive relief
to protect Company’s intellectual property rights.
21.5. Frivolous
Claims. If the arbitrator or a Court of Competent Jurisdiction finds that
the substance of a Claim or the relief sought is frivolous, or that a Claim is
brought for an improper purpose (as measured by the standards of Rule 11(b) of
the Federal Rules of Civil Procedure and related case law), then the party
bringing that Claim shall pay all arbitrator fees, attorneys’ fees, and costs
related to that Claim.
22. Termination.
22.1. By
Company. Without limiting any other provision of this Agreement, Company
reserves the right to, in Company’s sole discretion and without notice or
liability, deny use of the Service to any person or terminate this Agreement
for any reason or for no reason at all, including without limitation for any
breach or suspected breach of any representation, warranty, or covenant
contained in this Agreement, or of any applicable law or regulation.
22.2. By
You. You may terminate this Agreement and your rights under it at any time,
for any or no reason at all, by providing to Company notice of your intention
to do so, in the manner required by Section 23 (Notices).
22.3. Effect
of Termination.
22.3.1. Any termination of this Agreement automatically
terminates all rights and licenses granted to you under this Agreement,
including all rights to use the Service. Upon termination, Company may, but has
no obligation to, in Company’s sole discretion, rescind any services and/or
delete from Company’s systems all your Personal Information and any other files
or information that you made available to Company or that otherwise relate to
your use of the Service. Upon termination, you shall stop any use of the
Service.
22.3.2. After termination, Company reserves the right
to exercise whatever means it deems necessary to prevent your unauthorized use
of the Service, including without limitation technological barriers such as IP
blocking and direct contact with your Internet Service Provider.
22.4. Legal
Action. If Company takes legal action against you in connection with any
actual or suspected breach of this Agreement, Company will be entitled to
recover from you as part of such legal action, and you agree to pay, all
reasonable costs and attorneys’ fees. The Company Parties will have no legal
obligation or other liability to you or to any third party arising out of or relating
to any termination of this Agreement.
22.5. Survival.
Upon termination, all rights and obligations created by this Agreement will
terminate, except that the following Sections will survive any termination of
this Agreement: Section 1.2 (Agreement), Section 2 (Privacy Policy), Section 4
(Eligibility), Section 6 (License), Section 8 (No Reliance on Third Party
Content), Section 9 (Assumption of Risk; Release), Section 10 (User Account,
Accuracy, and Security), Section 11 (Consent to Receive Electronic
Communications from Company and Feedback), Section 13 (Third Party Websites),
Section 14 (Your Responsibility for Defamatory Comments), Section 15
(Objectionable Content), Section 16 (Prohibited Uses), Section 17 (Intellectual
Property), Section 18 (Disclaimers; Limitation of Liability), Section 19 (Your
Representations and Warranties), Section 20 (Indemnity by You), Section 21
(Dispute Resolution), Section 22 (Termination), Section 23 (Notices), Section
24.2 (Partial Invalidity), and Section 24 (General), as well as any other
provisions contained in any Section which by their terms impose continuing
obligations.
23. Notices.
All notices required or permitted to be given under this Agreement must be in
writing.
23.1. Company shall give any notice by email sent
to the most recent email address, if any, provided by the intended recipient to
Company. You agree that any notice received from Company electronically
satisfies any legal requirement that such notice be in writing.
23.2. You bear the sole responsibility of ensuring
that your email address on file with Company is accurate and current, and
notice to you shall be deemed effective upon the sending by Company of an email
to that address.
23.3.??? You shall give any notice to Company by
email to [email protected]
24.
Apple App Store users. If you are
accessing the Service through an application from the Apple App Store, you and
Company agree to the following additional terms:
24.1.
Company and you acknowledge that this Agreement is concluded between you and
Company only, and not with Apple, and Company, not Apple, is solely responsible
for the Service and the content thereof. Company and you agree to be bound by
the App Store Terms of Service as of the Effective Date (which you acknowledge
you have had the opportunity to review), including without limitation the Usage
Rules (as defined in the App Store Terms of Service) (capitalized terms below
have the definitions given to them in the App Store Terms of Service unless
otherwise defined herein).
24.2.
You may only access the Services on an iOS product that you own or control and
only as permitted by the Usage Rules set forth in the App Store Terms of
Service.
24.3.
To the extent set forth herein or required by applicable law, Company is solely
responsible for providing any maintenance and support services with respect to
the Services. You acknowledge and agree that Apple has no obligation whatsoever
to furnish any maintenance and support services with respect to the Services.
24.4.
Company, not Apple, is solely responsible for any product warranties set forth
in this Agreement, whether express or implied by law, to the extent not
effectively disclaimed. In the event of any failure of the application to
conform to any applicable warranty, you may notify Apple, and Apple will refund
the purchase price for the application to you; provided that, to the maximum
extent permitted by applicable law, Apple will have no other warranty
obligation whatsoever with respect to the Services, and any other claims, losses,
liabilities, damages, costs or expenses attributable to any failure to conform
to any warranty, if any, will be Company’ sole responsibility, to the extent
not disclaimer herein.
24.5.
Company and you acknowledge that Company, not Apple, is responsible for
addressing any claims by you or any third party relating to the Services or
your possession and/or use of the Services, including, but not limited to: (i)
product liability claims; (ii) any claim that the Services fail to conform to
any applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection or similar legislation.
24.6.
Apple shall in no way be responsible for any claim (including any related
investigation, defense, settlement or discharge thereof) that the Services or
your possession and use of the Services infringe any third party’s intellectual
property rights.
24.7.
If you send SMS messages through Services, you acknowledge that standard text
messaging rates or other carrier charges may apply to such use.
24.8.
If you authorize Company to access your Address Book on your iOS product, you
acknowledge and agree that Company may access and use such data to invite share
job with your contacts.
26. General.
26.1. Entire
Agreement. This Agreement constitutes the entire agreement between Company
and you concerning your use of the Service.
26.2. Partial
Invalidity. Should any part of this Agreement be declared invalid, void, or
unenforceable by a Court of Competent Jurisdiction, that decision shall not
affect the validity of any remaining portion of this Agreement, which shall
remain in full effect, and the parties acknowledge and agree that they would
have executed the remaining portion without including the part so declared by a
Court of Competent Jurisdiction to be invalid, void, or unenforceable.
26.3. Amendments.
This Agreement may be modified only by a written amendment signed by an
authorized executive of Company, or by the unilateral amendment of this
Agreement by Company along with the posting by Company of that amended version.
26.4. No
Waiver. A waiver by either party of any term or condition of this
Agreement, or any breach, in any one instance, will not waive that term or
condition or any later breach.
26.5. Assignment.
This Agreement and all of your rights and obligations under it will not be
assignable or transferable by you without the prior written consent of Company.
This Agreement will be binding upon and will inure to the benefit of the
parties, their successors, and permitted assigns.
26.6. Independent
Contractors. You and Company are independent contractors, and no agency,
partnership, joint venture, or employee-employer relationship is intended or
created by this Agreement.
26.7. No
Third-Party Beneficiaries. There are no third-party beneficiaries to this
Agreement, with the following exceptions: the Company Parties; Company’s
licensors and suppliers (to the extent expressly stated in this Agreement); and
to the extent stated in the following Sections: Section 8 (No Reliance on Third
Party Content), Section 13 (Third Party Websites), Section 18.4 (Application of
Disclaimers).
26.8. Injunctive
Relief. You acknowledge and agree that any actual or threatened breach of
this Agreement or infringement of proprietary or other third-party rights by
you would cause irreparable injury to Company and Company’s licensors and
suppliers, and would therefore entitle Company or Company’s licensors or
suppliers, as the case may be, to injunctive relief.
26.9. Interpretation.
The language in this Agreement shall be interpreted in accordance with its fair
meaning and not strictly for or against either party.
26.10. Headings.
The headings in this Agreement are for convenience only, and shall have no
legal or contractual effect.
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