Thanks for using the QuotaPath website (the “Website”). The Website is provided by QuotaPath Inc. (“QuotaPath”, “we,” “our,” or “us”), located at 2803 Manor Road, Austin, TX 78722, U.S.A. For clarity, the “Website” covered by these Terms includes only QuotaPath’s website (www.quotapath.com), and not our web-based application services, which are governed by your licensing agreement with QuotaPath (the “QuotaPath Services Agreement”).
By using our Website, you are agreeing to these Terms of Service (“Terms”). Please read them carefully. By accessing or using the Website, you intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for your records.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 5 BELOW. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 10 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE WEBSITE.
1. Using our Website
You may need an account in order to use the Website. If you create your own account, you agree that all registration information you give us will be accurate and current. If your account has been assigned to you by an administrator, such as your employer or educational institution, additional terms of the administrator may apply, and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to, and use of, your Website password. Accordingly, you agree that you will be solely responsible for all activities that occur under your Website accounts, including the activities of any individual with whom you share your Website account or any PCs, mobile devices, or other end points that you allow to store your Website password (an “Activated Device”).
To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, you must contact us immediately at email@example.com.
2. Your QuotaPath Account
Any such requests are subject to the protection of other individuals’ rights and applicable law. Additionally, to help protect your privacy and maintain security, we may take steps to verify your identity before granting you access to the information. To the extent permitted by applicable law, a charge may apply before we provide you with a copy of any of your Personal Information that we maintain. In some cases, we may need to retain your Personal Information for legal reasons or for legitimate business purposes, as permitted by applicable law.
We may decline to process requests that are unreasonably repetitive or systematic, require disproportionate technical effort, jeopardize the privacy of others, would be extremely impractical (for instance, requests concerning information residing on backups), or relate to information that is not associated with your Personal Information. As described in Section 4(A) above, we also intend to implement account settings that will give you a greater degree of control over certain type(s) of disclosures of your Personal Information.
3. Privacy and Feedback
If you submit feedback or suggestions about our Website (“Feedback”), you grant us a perpetual, irrevocable, worldwide license to such Feedback and you agree that we may use your feedback or suggestions without obligation to you.
4. Modifying and Terminating our Website
We are constantly changing and improving our Website. We may add or remove functionalities or features, and we may suspend or stop providing the Website altogether, at any time, without any notice or liability.
Likewise, you may also stop using our Website at any time, although we’ll be sorry to see you go.
Sections 5 –10 of these Terms will survive termination or expiration of these Terms indefinitely, as well as any other sections that, by their nature, are intended to survive termination.
5. Our Warranties and Disclaimers
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER QUOTAPATH NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE WEBSITE. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE WEBSITE, THE SPECIFIC FUNCTIONS OF THE WEBSITE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS. WE PROVIDE THE WEBSITE “AS-IS.”TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED.
YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S USE OF THE WEBSITE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTSTO CLAIM SUCH LIABILITIES, INCLUDINGUNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES,“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
6. Liability for our Website
TO THE EXTENT NOT PROHIBITED BY LAW, QUOTAPATH (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF QUOTAPATH (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE WEBSITE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO $50, PROVIDED THAT WE MAY INSTEAD CHOOSE,IN OUR SOLE DISCRETION, TO CORRECT ANY REPORTED DEFECTS IN THE WEBSITE.
IN ALL CASES RELATING TO PROVIDING YOU THE WEBSITE, QUOTAPATH (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL.
7. Business/Employer Uses of our Website
If you are using our Websiteon behalf of a business or employer, you represent and warrant that (i) you have the necessary authorizations to bind your employer to these Terms, (ii) you are accepting these Terms on their behalf, and (iii) that business or employer agrees to be bound by these Terms.
You hereby agree to indemnify, defend, and hold harmless QuotaPath, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out ofyour actual or alleged breach of these Terms, any content you provide through the Website, your use or misuse of the Website, or your violation of law, rule, or regulation.
9. About these Terms
We may modify these Terms for any reason, for example, to reflect changes to the law or changes to our Website. You shouldlook at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Website, or via email. By continuing to use the Website after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for the Website, you should discontinue your use of the Website.
These Terms govern only your use of the Website. Your QuotaPath Services Agreement otherwise controls the relationship between QuotaPath and you. These Terms do not create any third-party beneficiary rights (except in the limited case of Section 10). If you do not comply with these Terms, our failure to take action does not mean that we are waiving any rights that we may have (such as taking action in the future). If a court of competent jurisdiction determines that a particular term is not enforceable, such term shall be deemed severable and the remainder of the terms herein shall continue in full force and effect. If there is a conflict between these Terms and any additional terms for any other service, content, or applications on the Website, the additional terms will control for such service, content, or applications to the extent of the conflict.
The laws of the United States and the State of Delaware, excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Website.
You may not assign or delegate your rights or obligations relating to these terms or your account for the Website without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.
For information about how to contact QuotaPath, please visit our contact page.
10. Binding Arbitration
Without limiting your waiver and release in Section 5, you agree to the following:
A. Purpose. Any and all Disputes (as defined below) involving you and QuotaPath will be resolved through individual arbitration. Notwithstanding the foregoing, this Section 10 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.This Section 10 (the “Arbitration Provision”) shall be broadly interpreted.
B. Definitions. The term “Dispute” means any claim or controversy related to the Website, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “QuotaPath” means QuotaPath and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Website.
C. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Website, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to QuotaPath by mail to 2803 Manor Road, Austin, TX 78722, U.S.A.
D. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify QuotaPath about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and QuotaPath agree otherwise, any arbitration hearing will take place in Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
E. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
F. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be QuotaPath’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse QuotaPath for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, QuotaPath will pay all fees and costs that it is required by law to pay.
G. Severability and Waiver of Jury Trial. If any part of subsection (E) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court inSussex County in Delaware. WHETHER IN COURT OR IN ARBITRATION, YOU AND QUOTAPATH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
H. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or QuotaPath may bring an individual action in a small claims court in the area where you access the Website if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
I. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.