TERMS AND CONDITIONS OF SERVICE
1. General Information
These Terms and Conditions of Service (these “Terms”) set forth the legal terms and conditions between you (“you” or “your” or “Authorized User”) and Quadrata, Inc. (“we” or “our” or “us” or “Company” or “Quadrata”) and govern your use of, and your use or purchase of Company’s products and services through, our website currently located at quadrata.com (“Website”), or any other online method that we provide for your use (collectively, the “Services”). The Services are provided solely for your use. If you are using the Services on behalf of a business or entity, you represent to us that you have the authority to bind that business or entity to these Terms, and that such business or entity agrees to be bound by, and agrees to, these Terms. Please read these Terms carefully before using any of the Services.
We reserve the right, in our sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Services (or any features or parts thereof) at any time and without liability to you. We will not be liable if, for any reason, all or part of the Services are ever unavailable.
We may amend or modify these Terms at any time by posting the revised Terms on the Website (“Revised Terms”). The Revised Terms shall be effective as of the time it is posted to the Website, but will not apply retroactively. Your continued use of the Services after the posting of the Revised Terms constitutes your acceptance of the Revised Terms. If you do not agree to the Revised Terms, your sole and exclusive remedy is to terminate your use of the Services and close your account.
PLEASE READ THESE PARAGRAPH CAREFULLY. SECTION 12 OF THESE TERMS INCLUDES A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER WHICH, NOTWITHSTANDING CERTAIN LIMITED EXCEPTIONS, (A) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL AND BINDING ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT; AND (B) LIMIT THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.
Capitalized terms shall have the meanings assigned to them in these Terms.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.
“AML” means Anti-Money Laundering procedures, laws, and regulations that are intended to thwart any practices that generate income through illegal actions.
“Authorized User” means any person granted express or implied authority to use or access the Services.
“Blockchain” means a distributed network in which Digital Assets records of transactions are stored and linked in a peer-to-peer network.
“Business Data” means all business information and all personal data (whether of employees, or other persons associated with the business) provided to the Company and that can be used to identify, either directly or indirectly, a business, its beneficial owners, or control persons.
“Confidential Information” means all confidential information disclosed by a party or its representatives (“Disclosing Party“) to the other party or its representatives (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of, or reference to, the Confidential Information as can be proven by documentary evidence.
“Digital Asset” means a digital, encrypted representation of value used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.
“ERC-1155” means a token standard developed by Ethereum as a smart contract interface for fungible and non-fungible token type.
“Identifiable Information” means both Business Data and personal data (e.g., information that can used, directly or indirectly, to identify an individual) provided to the Company by an individual or Authorized User.
“Identity Verification” has the meaning as set forth in Section 6.
“KYC” means Know Your Customer (or Client), which means the process of a business verifying the identity of its customers or clients and assessing potential risks of illegal intentions for the business relationship.
“Wallet Address” means an Authorized User’s designated personal account located in a device, physical medium, program or a service which stores your public and/or private keys for cryptocurrency transactions.
3. Accessing the Services
You will be required to possess a wallet in order to access the Services (the “Quadrata Passport”). For the purpose of accessing the Services, your Quadrata Passport will be associated with your Wallet Address and allow third parties to access to certain information for that Wallet Address including, but not limited to, information about money laundering risk, credit worthiness, financial sophistication and other information that will impact your ability to use the services of those third parties should you provide permission to do so. Wallet Addresses are not owned, operated by, maintained by, or affiliated with the Company and/or the Services. By using your Wallet Address in connection with the Services, you acknowledge and agree that you are using that Wallet Address under the terms and conditions of the applicable provider of the wallet. Further, the Company does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Company accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Services will operate with any specific Wallet Address. You are solely responsible for keeping your Wallet Address secure and you should never share your wallet credentials or seed phrase with anyone. You are solely responsible for the use of your Quadrata Passport and any associated wallets and the Company is not liable for any acts or omissions by you in connection with the compromise of your Quadrata Passport or Wallet Address. You agree to immediately contact us if you discover or reasonably suspect any security issues related to the Services or your Quadrata Passport. You can contact us at firstname.lastname@example.org
You acknowledge and agree that you (i) will comply with all applicable laws, rules, and regulations (e.g., local, state, federal and other laws, rules and regulations) when using the Services; and (ii) will not perform or fail to perform any act that you know or reasonably should know would place us or our affiliates in violation of any applicable laws, rules, or regulations. The Services may not be available where prohibited by law or by Company policy, and the Company may not provide part or all of the Services in your particular jurisdiction. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws. Access to the Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although the Company strives to provide you with excellent service, the Company does not represent that the Services will be available without interruption and the Company does not guarantee that any order will be executed, accepted, recorded, or remain open. The Company will not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from the Company support.
To access parts of the Services, you may be asked to provide certain information. It is a condition of your use of the Services that all the information you provide in connection with the Services is correct, current, and complete. The Services may obligate you to provide additional information and documents in certain circumstances, such as at the request of any government authority, or as required under any applicable law or regulation, or by us to investigate a potential violation of these Terms. If you do not provide complete and accurate information in response to such a request, the Company, in its sole discretion, may refuse to provide or offer Services. The Company, in its discretion, may delete your Quadrata Passport and block your ability to access the Services until such additional information and documents are processed by the Services.
4. License to Access and Use Our Services and Content
Subject to and conditioned upon your compliance with these Terms, and subject to and conditioned upon your payment of any applicable fees, we grant you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable and personal license to access the Website and any software, content, or other materials owned by, controlled by, or licensed to us and that are distributed or made available to you as part of your use of the Services for the sole purpose of accessing and using the Services as permitted by these Terms. You acknowledge and agree that you may not (a) publish, display, transmit, resell, sell, exploit, lease, license, sublicense or otherwise make commercial use of the Services, in whole or in part; (b) collect and use any product listings, descriptions, or prices accessible through the Services; (c) to the fullest extent permitted by applicable law, modify, decompile, disassemble, or reverse engineer the Services, in whole or in part (e.g., reverse engineer the object code version of, or otherwise attempt to secure the source code of all or any part of the Services); (d) make any derivative use of, or create any derivative work based upon, the Services, in whole or in part; (e) download, copy, reproduce, or otherwise use account information for the benefit of any third party; (f) use data mining, data scraping, automated software, robots, spiders, or similar data gathering and extraction tools; or (g) otherwise misuse the Services or use the Services in violation of any applicable laws, rules, or regulations. This license will terminate if you do not comply with these Terms. All rights not expressly granted in these Terms are reserved by the Company. You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Services.
5. Eligibility and Proof of Identity
In order to use the Services to connect and verify your wallet, you represent and confirm that (1) (a) you are at least eighteen (18) years of age or older (for U.S. based-Authorized Users); or (b) you are at least of the legal age of majority in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into and abide by these Terms. You acknowledge and agree that the Company, in its sole discretion, may choose not to accept any Identifiable Information from any individual and may reject any request to access or use the Services. You acknowledge and agree that the Company has no obligation to provide Services under these Terms unless the Company provides written confirmation to an individual that it intends to do so. Due to changing regulatory requirements and interpretations in the Digital Assets markets, the Company, in its sole and absolute discretion, may reject specific applications from accessing part or all of the Services, where Company determines that regulatory or policy reasons prevent Company from being able to offer its Services.
In order to determine your eligibility to receive the Services, we will request documentation and information from you, including but not limited to, copies of your government-issued identification document (e.g., passport, driver’s license). For corporate entities, we may request identification information related to the directors, officers, or equity owners of the business. We may also collect and use information about you from third parties to help us confirm your identity and perform our Services. You represent and warrant at all times that any and all identification information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.
6. Nature of the Services
Identity Verification. Our verification process requires you to take a photograph of your identification documentation in order to confirm their identity for Services. If none of the photos provided by you enables the identification of an individual’s identification document, you shall be re-directed to restart the verification process and may be required to submit additional documentation. In submitting documentation, you acknowledge and agree that you are solely responsible for the Identifiable Information that you provide and for securing your passwords, hints, or any other codes that you use to access the Services. You confirm that all information you submit for identity verification is accurate, verified, error free, and that you have the express authority to submit Identifiable Information for verification. You shall not impersonate any other person or otherwise misrepresent any information that you submit. The Company is not responsible for any loss or compromise of your Identifiable Information. By submitting, providing, or otherwise sending your Identifiable Information to us, you consent to the Company’s collection, use, disclosure, and transfer of your Identifiable Information to complete the identity verification services. In verifying your Identifiable Information, the Company shall either proceed to the AML/KYC verification process or shall receive an error code that it may proceed to the AML/KYC verification process. The receipt of an error code means the verification of the individual cannot be confirmed for any of the following reasons: (1) the individual submitted data that does not comply with the Identifiable Information available in the documents database, or does not match other information or data obtained in the course of the verification process; (2) the individual does not follow specific instructions; or (3) suspicion of criminal activity. Company will notify you if the verification process cannot be confirmed. If the issue preventing the successful completion of the verification process is not resolved, you will not be able to use the Services.
AML/KYC Wallet Verification. The Services provided by the Company include wallet verifications, screening against real-time risk databases of people and companies, continuous monitoring, and automatic AML/KYC status updates (the “AML/KYC Wallet Services”). Any data collected for AML/KYC Wallet Services shall be used solely to prevent money laundering, fraud, sanctions breaches, bribery, and corruption and shall not be used for pre-employment screening or credit referencing. By submitting your data to us, you consent to Company’s use of your data to enable the AML/KYC Wallet Services, which shall include continuous monitoring and automatic updates without notification should your AML/KYC status change. You acknowledge and confirm that your Wallet Address is owned by only one natural person or corporate entity who is and will continue to be the person authorized to take any action on behalf of the owner. You represent and warrant that (i) you are and shall at all times continue to be the sole beneficial owner of the Wallet Address; and (ii) you are an Authorized User of all Services received by the Company. After the verification of your identity, the Company will utilize the Identifiable Information you provided and assign a risk score of 1-10. If your risk score is below a 10 you will be provided with an option to mint a Quadrata Passport. If your risk score is 10, you will not have the option to mint a Quadrata Passport. For more information about your risk score, please request review below or reach out to us at email@example.com.
Country Designation. We obtain your country designation from your Identifiable Information and the information you provide the Services. The country designation will be specifically posted to your Quadrata Passport. In providing your country designation to us, you certify that the country designation information you provide is true, accurate, and can be relied upon for identity verification.
Minting the Quadrata Passport. To receive Services under these Terms, you will be required to interact with a set of smart contracts on designated blockchains. The smart contract is an open source protocol which is accessible by others which enables you to mint a non-fungible ERC- 1155 token that represents a web3 identity passport and connects your information for use by permissioned pools or other entities. Each minted token exists on the Ethereum blockchain as a cryptographic token (“Quadrata Token”) that cannot be copied or replicated, and can only be controlled by the person who holds the Ethereum private key which corresponds to the (i) Quadrata Token’s address; and (ii) Quadrata Passport issuer or other necessary parties, as required by the Services. The Authorized User understands, acknowledges, and agrees that by minting the Quadrata Passport, the Authorized User’s country of origin, and AML/KYC markers will be posted on the Ethereum blockchain. The AML/KYC markers will indicate whether the Authorized User has completed identity verification and include the coarse-grained AML/KYC risk-assigned score, which is attached to an Authorized User’s wallet address. We reserve the right to introduce additional markers on one or more blockchain networks.
Risks Related to Emerging Technologies. You acknowledge and agree that our Services rely on emerging technologies. Some Services may be subject to associated risks related to the potential misuse of the Quadrata Token, private keys, seed words, or other credentials. Risk may include an unauthorized third-party gaining access to credentials or the risk of unknown vulnerabilities in the digital tokens following the ERC-1155 token standard, smart contract codes, or the Ethereum network protocol. You acknowledge and agree to take all reasonable security steps to protect your wallet credentials from unauthorized use and disclosure, including but not limited to, using complex passwords and pin codes, restricting access to your devices for SMS, or utilizing multi-factor authentication. You acknowledge and agree that the Company will not be responsible for any losses, failures, disruptions, errors, distortions, or delays you may experience when minting or otherwise using the smart contracts. Accordingly, you acknowledge and agree that you understand and assume the risks inherent in any interactions with blockchain protocols that are described in this paragraph and duly release Company from any and all liability that may arise as a result of the risks described herein.
Acknowledgement of Risk. As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in, Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.
Continuous Monitoring. In order to provide the best and most accurate information and protect against real-time risk, continuous monitoring is required in order to use the Services. Once you mint your Quadrata Passport, we shall update the information maintained on your Quadrata Passport in real time. If we confirm a change in your AML/KYC status, your Quadrata Passport will be updated with the new AML/KYC designations. To ensure security for all parties, platforms, and exchanges, any revocation of or request for deletion of data from the Services will result in an automatic deletion of the Quadrata Passport.
Support Services. Authorized Users may request support services by submitting a support request to firstname.lastname@example.org. Each support request shall include a description of the problem, and when the Authorized User became aware of the problem. You acknowledge that Company shall not be obligated to provide any support services and that Company does not guarantee any specified level or availability of support services. You agree to reimburse the Company for all claims, costs, losses and damages, including reasonable attorneys’ fees, which may result from any actions taken by the Company in accordance with your instructions to take any action related to Services. Company shall not provide support services where errors arise from an Authorized User’s misuse, abuse or unauthorized alteration of the Services, or the unavailability of third-party database or service. Please note that we do not guarantee availability of the Services or support for Services at all times of the day. Without prior notice to you, the Services may occasionally be down for service, upgrades, or for other reasons. To the extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Services at any time and without notice.
We may charge fees for some or part of the Services we make available to you, including via an Order Form. All fees are non-refundable unless otherwise specified by us. All fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties (other than taxes based on the Company’s income). We reserve the right to (i) change those fees at our sole discretion and without notice to you; and (ii) suspend your access to the Services in the event any fees due to us are past due. Please be aware that you may also incur charges from third parties for use of the linked services. You agree to pay any and all additional costs, fines, or penalties that we may incur from a governmental or regulatory body as a result of your use of the Services in violation of these Terms.
8. Consent to Receive Electronic Communications and to Monitoring
You agree and consent to accept all communications electronically and use electronic signatures (“E-Sign Consent”). In addition, we may provide disclosures and notices required by law and other information about the Services to you by posting it on our Website, pushing notifications through the Services, or by emailing it to the email address you provided to Company. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our Website. Please be aware that if you wish to withdraw your consent to receive electronic communications, we may not be able to provide you with all of part of the Services. If you need to update your contact method preferences for receiving electronic communications, please e-mail us at: email@example.com. If we are not able to support your request to provide non-electronic notification and communication methods, you may need to terminate Services. In addition, we may record and monitor your telephone conversations and electronic communications (e.g., chat, email, and other forms of electronic exchange) with us. In accordance with these Terms and the use of the Services, you consent to any such recording and monitoring by the Company, in compliance with applicable laws.
9. Authorized User Responsibilities and Restrictions
Authorized User Responsibilities. Authorized Users will be responsible for (i) complying with the Company's applicable minimum system requirements for use of the Services, including any ensuring any network or internet connectivity required to access the Services over the internet, (ii) the accuracy, quality, integrity and legality of data or information provided to Company, (iii) using commercially reasonable efforts to prevent unauthorized access to or use of the Services under its account, (iv) notifying the Company promptly of any such unauthorized access or use, and (v) using the Services only in accordance with these Terms, laws and government regulations, and any reasonable written instructions provided by Company.
Authorized User Restrictions. Authorized Users will not (i) provide, distribute, disclose, divulge, or make the Service available to any third party, (ii) publish, display, exploit, sell, resell, rent, lease, license or sublicense the Services, in whole or in part, (iii) upload files or otherwise transmit any information or material that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) or other rights of any Authorized User, third party, or Company, (iv) upload files or otherwise transmit any information or material that contain any unlawful, threatening, abusive, libelous, defamatory, discriminatory, obscene, vulgar, pornographic, profane, obscene, lewd, lascivious, vile or indecent information of any kind, or any information which may cause the Company to incur civil liability, (v) upload files or otherwise transmit any information or material that contain viruses, Trojan horses, malware, viruses, worms, time bombs, corrupted files, harmful component or any other similar software that may harm or damage the operation of another’s computer or the Service, (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (vii) attempt to probe, scan, or test the vulnerability of the Services, or any associated system or network, or (viii) breach or violate any security or authentication measures or features of the Services or access any content or data you are not authorized to access.
In addition to the other restrictions and prohibitions set forth in these Terms, Authorized Users will not (i) create derivative works based upon the Services, in whole or in part, (ii) copy, frame, enclose or mirror any part or content of the Services, other than copying or framing on Authorized User’s own intranets or otherwise for an Authorized User’s own internal business purposes in accordance with Company’s applicable documentation, (iii) modify, reverse engineer, decompile, disassemble or otherwise attempt to obtain, reduce to a human- perceivable form or perceive the source code from which any component of the Services is compiled or interpreted, (iv) access the Services in order for purposes of competitive analysis or to build a competitive product or service or to copy any features, functions or graphics of the Services, (v) remove any copyright, trademarks or other intellectual property notices, or (vi) copy, store, possess or use in part or in whole the original data provided and made available on the Services, except as explicitly allowed and provided in these Terms. Our Services are not directed to children and we do not knowingly collect any Identifiable Information from children under thirteen (13) years of age through the Website or the Services.
Export Controls. Please be advised that downloading or using the Services are at your own risk. Software from the Services is subject to U.S. export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Syria, and the following regions of Ukraine (Crimea, Luhansk, and Donetsk), or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, or any entity owned fifty (50) percent or more by such Person, or the U.S. Commerce Department’s Denied Persons List or Entities List. By downloading or using the Services, you represent and warrant that you are not (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
10. Ownership of Services and Intellectual Property
The Website and the Services, including, but not limited to, their features and functionality, associated software, code, source code, technology tools and content, any trademarks, logos, identifying marks, graphics, images, illustrations, designs, icons, photographs, videos, sound, recordings, text and other written and multimedia materials, the content displayed on the Website and the Services, and other materials produced by, or on behalf of, and related to Company (collectively, the “Company Intellectual Property“) are, as between you and the Company, solely and exclusively owned by the Company. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign (“Intellectual Property Rights”), including rights in and to all applications and registrations relating to the Company Intellectual Property shall, as between you and the Company, at all times remain the sole and exclusive property of the Company. You acknowledge and agree that (i) no proprietary rights are being transferred to you in such materials or information or to any Company Intellectual Property, (ii) you have no ownership rights in or to any Company Intellectual Property, and (iii) you have no intention of using, and shall not use, such materials or information or any Company Intellectual Property inappropriately or in any way to harm Company or any of its Affiliates, or any of their respective directors, officers or employees. You shall not prepare any derivative work based upon the Company Intellectual Property, nor shall you modify, translate, reverse engineer, decompile or disassemble the Company Intellectual Property, in whole or in part. To the extent that you prepare and/or create any derivative works based upon the Company Intellectual Property, you hereby irrevocably assign to Company all right, title and interest therein, without any payment or further action required by the parties. You acknowledge and agree that you are prohibited from using any of our trademarks, trade names, service marks, or logos, including, by not limited to: “QUADRATA” (collectively, the “Company Trademarks”) in any manner, without our express prior written consent in each instance, and you acknowledge and agree that you have no ownership rights in or to any such Company Trademarks.
Subject to the limited rights expressly granted hereunder, the Company reserves all rights, title and interest in and to the Services, the Company Intellectual Property, the Company Trademarks, the original data provided and made available through the Services and any associated software and documentation, including all related Intellectual Property Rights, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, hereunder. No rights are granted to the Authorized User other than as expressly set forth in these Terms.
Ownership of Performance Data. The Company owns all metadata in connection with installation, registration, use, and performance of the Services, including, without limitation, response times, load averages, usage statistics, and activity logs.
Ownership of Digital Assets and Identifiable Information. You hereby represent and warrant to us at all times during which you use the Services, you are authorized to initiate and carry out transactions associated with the Authorized User’s Wallet and the Authorized User’s Digital Assets. The Authorized User reserves all of its rights, title and interest in and to the Identifiable Information it provides in connection with the Services. The Authorized User grants Company a non-exclusive, perpetual, irrevocable (except as set forth herein), transferable (as set forth herein), worldwide, fully paid-up, royalty-free license to use any Identifiable Information to provide, improve, enhance, develop and provide the Services. The Authorized User represents and warrants that: (i) it owns or has the right to make its Identifiable Information available to Company; and (ii) its use of the Services, including, without limitation, the posting and use of data on or through the Services, will not (a) violate the intellectual property, privacy, publicity, or other rights of any person or entity, (b) breach any contract between the Authorized User and any third party, or (c) violate any applicable laws, rules or regulations. The Authorized User agrees that (A) the Authorized User is solely responsible for inputting and updating all Identifiable Information; and (B) the Company assumes no responsibility for the supervision, management, or control of an Authorized User’s Identifiable Information.
DMCA Copyright Notice and Takedown Policy. If you are a copyright owner and you believe your work has been copied and used improperly on the Services, please contact our designated copyright agent at the address set forth below in this paragraph. Pursuant to 17 U.S.C. § 512(c), the notification must include the following information: (1) physical or electronic signature of a person authorized to act on behalf of the copyright owner; (2) description of the work you claim has been infringed and the description and location of the alleged infringement on Website; (3) your contact information including address, telephone number and e-mail address; (4) a written statement that you have a good faith belief the accused usage is infringing; and (5) a statement by you under penalty of perjury that the information in the notice is accurate and that you are duly authorized to act on behalf of the copyright. Please note that under Section 512(f) of the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability. Further, please note that we may terminate the access of users who post or provide content that infringes or violates the rights of others or otherwise violates these Terms. We assume no responsibility or liability arising from or relating to any such content. The designated copyright agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act can be reached at: firstname.lastname@example.org.
11. Privacy and Data Security
The Services are operated within the United States. When you choose to access the Services from outside the United States, you are responsible for compliance with any local, state or national laws, including data protection laws, applicable to your use of the Services. By accessing or using the Services, you consent to the collection, use, transfer, and storage of information about you in and to the United States. Please be advised that you may not have the same rights and protections as you do under local data protection law.
Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party or in connection with the performance of Services as set forth in these Terms (i) the Receiving Party shall use the same degree of care (but in no event less than reasonable care) that it uses to protect the confidentiality its own Confidential Information and not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of performing the Services as set forth in these Terms; and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its Representatives who need such access for purposes consistent with the scope of Services and who are legally bound to protect such Confidential Information consistent with the requirements in performance of the Services in connection with these Terms.
12. Binding Arbitration
Any dispute, claim or controversy (“Claim” or “Claims”) relating in any way to these Terms or the Services will be resolved by binding arbitration as provided in this Section 12, rather than in court.
Pre-Arbitration Negotiations. To expedite resolution and reduce the cost of any Claim between you and Company, you and Company agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to Quadrata, Inc., 4136 Del Rey Avenue, Marina Del Rey, California, 90292. Attention: Legal. If necessary to preserve a Claim under any applicable statute of limitations, you or Company may initiate arbitration while engaging in the informal negotiations. During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties. After a good faith effort to negotiate, if you or the Company believe a Claim cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the Commercial Arbitration Rules (the “AAA Rules”).
Agreement to Binding Arbitration. IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND COMPANY MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND COMPANY ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY THE TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
This agreement to arbitrate contained in this Section 12 (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives the termination of these Terms and your relationship with Company. All Claims arising under these Terms shall be governed by the laws of the United States and the State of Delaware without regard to principles of conflict of laws. The parties agree that the arbitration shall be conducted in English. You agree to submit any Claims arising under these Terms to arbitration in Los Angeles, California. Claims covered by this Arbitration Agreement include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: this Arbitration Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof); the Services; breach of any express or implied contract or breach of any express or implied covenant; or claims arising under federal or state consumer protection law. If there is a dispute regarding any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and Company agree that this threshold dispute shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disputes, except as expressly provided below.
The arbitration will be final and binding, and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Please be advised that all arbitration proceedings are confidential unless the parties agree otherwise. Arbitration orders are required to be filed with applicable courts of competent jurisdiction and are not confidential and may be disclosed by the parties to such courts. Any Claim you may have arising out of or relating to these Terms must be commenced within one year after the cause of action accrues, otherwise, such Claim is permanently barred.
13. Class Action Waiver
To the extent permissible by law, by using the Services you agree that all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding. Any arbitrator may not consolidate more than one person’s claims or engage in any class arbitration. You acknowledge and agree that, by agreeing to these Terms, you and Company are each waiving the right to a trial by jury and the right to participate in a class action.
14. Injunctive Relief
You acknowledge and agree that a breach of these Terms may cause irreparable injury to Company for which monetary damages would not be an adequate remedy. Notwithstanding anything to the contrary in Section 12, the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
15. Indemnification and Limitation of Liability
You acknowledge and agree to, at your own expense, defend, indemnify and hold harmless Company and its Affiliates and their respective equity holders, directors, officers, employees, managers, partners, service providers, licensors, licensees, representatives, agents, successors and assigns (collectively, the “Company Parties”) from any claim, actions, liabilities, losses, damages, suits and expenses, costs of whatever kind, including reasonable attorneys’ and expert fees and legal expenses, that we incur in connection with or arising out of your use of the Services, including but not limited to: (i) any breach or violation of these Terms by you; (ii) material entered into or transmitted through the Services by you or a third party acting at your request; (iii) your use of any Third Party Services (defined below); (iv) a claim that any use of the Services by you infringes any Intellectual Property Right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; or (iv) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Services by you. We reserve the right to assume the exclusive defense and control of any claim and matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent. You agree to comply with applicable law and to not use Services for any transaction or activity that is illegal or violates applicable laws or regulations. Please note, your agreement to comply includes any and all applicable laws and regulations of the United States, as well as the jurisdiction of your residency, and any law applicable to you.
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE LOSS OF PROFITS, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY, IN CONNECTION WITH OR OTHERWISE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE). EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS OR AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY PARTIES' AGGREGATE LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, EXCEED FIFTY PERCENT (50%) OF THE TOTAL AMOUNT OF FEES PAID BY YOU HEREUNDER, OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT OF FEES PAID BY YOU HEREUNDER IN THE THREE (3) MONTH PERIOD PRECEDING THE INCIDENT.
THE LIMITATIONS OF DAMAGES, LIABILITY AND THE DISCLAIMER OF WARRANTY PROVISIONS SET FORTH ABOVE IN THIS SECTION 15 AND IN SECTION 16 BELOW ARE MATERIAL AND FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU WITH REGARD TO THESE TERMS.
16. Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY UNDER THESE TERMS AND TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR WARRANTY OF NON-INFRINGEMENT ARE DISCLAIMED. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, ERROR FREE OR WITHOUT DELAY, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF, OR THE INABILITY TO USE, THE SERVICES, OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF QUADRARTA HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
17. Third Party Services, Apps, and Links to Third Party Websites
You may be offered services, products and promotions provided by third parties and not by the Company, including, but not limited to, third party service providers (“Third Party Services”). Such Third Party Services may use or be integrated into the Services. If you decide to use Third Party Services, you acknowledge and agree that (i) you will be responsible for reviewing and understanding the terms and conditions for those Third Party Services; and (ii) the Company is not responsible or liable for the performance of any Third Party Services. You agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly.
The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by the Company. Any such third party websites are not governed by these Terms. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
You may link to the Services provided that you do so in a way that indicates that the link is direct to the Services and is fair and not misleading. You may not integrate or make use of all or part of the Services in ways that would confuse or mislead visitors as to the nature and origin of the Services’ content.
You may not assign or transfer these Terms or the rights hereunder, including but not limited to, the limited right for you to access and use the Services in accordance with these Terms. We may assign these Terms (and any rights and/or obligations hereunder) without your consent to (i) a subsidiary or affiliate; (ii) an acquirer of the Company's equity, business or assets; or (iii) a successor by merger. Any permitted assignment or transfer of or under these Terms shall be binding upon, and inure to the benefit of the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
19. Termination and Survival
We retain the right immediately to terminate these Terms in the event of any breach by you of these Terms. We may discontinue the Services, or change its availability to you, at any time in our sole discretion. You accept that we have the right to change the content or technical specifications of any aspect of the Services at any time in our sole discretion. You further accept that such changes may result in your being unable to access the Services. We shall not be liable to you or any third party for the termination or suspension of the Services, or any claims related to the termination or suspension of the Services. Unless otherwise explicitly stated, these Terms will survive termination of your registration to the Services. Upon termination of these Terms by you or us, you must discontinue your use of the Services and all rights and licenses granted to you under these Terms shall automatically terminate.
By accessing and using the Services, you acknowledge and agree that the provisions in Section 7 (Fees), Section 10 (Ownership of the Services and Intellectual Property), Section 12 (Binding Arbitration), Section 13 (Class Action Waiver), Section 14 (Injunctive Relief) Section 15 (Indemnification and Limitation of Liability), and Section 16 (Disclaimer of Warranty), and any other provisions of these Terms that expressly extend, or by their nature should extend, beyond termination of these Terms, shall survive any termination regarding these Terms.
20. Force Majeure
You acknowledge and agree that the Company will not be liable for failures or delays in providing Services, or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, changes in law, cyberattacks, denial of service attacks, labor strife, strikes, lockouts, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.
We are committed to helping those with disabilities access the Website and/or the Services. We strive to provide an excellent online experience for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Website or the Services or if you have any feedback regarding accessibility of the Website or the Services, please feel free to contact us at email@example.com.
22. No Investment Advice or Brokerage
For the avoidance of doubt, the Company does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. The information provided on the Website and the Services or any linked third party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Company’s content as such. The Company does not recommend that any Digital Asset should be bought, sold, held or utilized in any other way by you. The Company will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets.
23. Relationship of the Parties
The Company is an independent contractor for all purposes of these Terms. Nothing in these Terms is intended to or shall operate to create a partnership, joint venture, employment, or agency relationship between you and the Company.
24. Contact Information
Please contact with any questions or concerns in connection with these Terms, or to provide any notices under these Terms, at the following electronic mail address: firstname.lastname@example.org