Qneuro Terms of Service Agreement
1. Introduction and Acceptance of Terms
Please read this Terms of Service Agreement (these “Terms”) carefully, as they constitute legally binding terms and conditions between you and Qneuro Inc. (“Qneuro,” “we,” or “our”) and these Terms apply to your use of (a) www.qneuro.com and all corresponding domains, subdomains, web pages and websites associated therewith (the “Site”); (b) all mobile and software applications made available by us from time to time (e.g., Apple iOS Apps, etc.) (the “Apps”); (c) any games, contests, quizzes, or other interactive learning tools (“Games”); and (d) any other content, applications, features, functionality, information and services offered by us through the Site or the Apps, including, without limitation, Quiz Scene (the foregoing subsections (a) through (d) are collectively referred to herein as the “Services”).
2. Eligibility; Compliance
Except for Child Accounts, use of the Services is limited to users who are thirteen (13) years of age or older. By using the Services, you represent and warrant to us that (a) you are at least thirteen (13) years of age or older; (b) you have read and understand the terms and conditions of these Terms and agree to be bound by its terms and conditions; (c) if you are entering into these Terms on behalf of your employer, you have been legally authorized by your employer to enter into these Terms and have the authority to bind your employer to these Terms; and (d) your use of the Services does not violate any law, rule or regulation to which you are subject, including any terms, conditions or requirements promulgated by any Third Party Services (as defined below). However, if a user under the age of 13, with consent from his or her parent or guardian, requests access to the Services, we may accommodate them by offering a limited feature set and restricted website experiences that remove certain features. We offer this restricted experience via a “Child Account” for accounts of all users below the age of 13 or below the age of majority where applicable under local law. Certain features of the Services may be subject to heightened age and/or other eligibility requirements and restrictions. If you are a user between the ages of sixteen (16) and eighteen (18), please review these Terms with your parent or guardian. Your parent or guardian should agree to these Terms on your behalf and parental discretion is advised for all users under the age of eighteen (18).
3. User Account
4. Intellectual Property
(a) Ownership of the Services. As between you and Qneuro, Qneuro owns the Services, including the Games, all audio-visual and audio content, photographs, images, audio, illustrations, graphics, video, copy, software, code, data and materials displayed on or otherwise made available through the Services, but specifically excluding the Question Sets, (collectively, “Qneuro IP”). This includes all intellectual property and proprietary rights in such Qneuro IP. When you use the Services or interact with Games, you do not acquire any ownership of any such Qneuro IP. The Services are only for your personal, non-commercial use. You may not make any commercial use of the Services, or any Qneuro IP made available on or through the Services unless you have received our prior written permission. Other than the limited right to use the Services as expressly granted herein, no other rights or licenses are granted to you and Qneuro reserves all rights, title, and interest therein.
(b) Ownership of Question Sets. Except for the rights granted to Qneuro, Quiz Users and users of the Services under these Terms, you retain all right, title and interest in the question sets and educational materials (“Question Sets”) that you upload or make available via the Services. By uploading or making available the Question Sets via the Services, you represent and warrant that you have obtained all necessary rights, consents, and clearances to make the Question Sets available via the Services.
(c) Trademarks. The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on the Services are registered and unregistered Trademarks of Qneuro and may not be used in any manner that is likely to cause customer confusion, or that disparages or discredits Qneuro. You do not receive, by implication or otherwise, any license or right to use any Trademark or Qneuro IP displayed on the Services without our prior written permission, which may be withheld in our sole discretion.
(d) Restrictions. Except as we expressly permit, you may not download, display, copy, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit the Services or Qneuro IP. The framing or scraping of or in-line linking to the Services or Qneuro IP, and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Qneuro IP or Service, other than as expressly authorized by us, is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with the Services. Additionally, you are not permitted to alter, delete or conceal in any manner any copyright, Trademarks, or other notices contained on the Services, including, without limitation, notices on any Game or Qneuro IP you transmit, display, print, stream or reproduce from the Services. Any unauthorized or prohibited use of any Qneuro IP or Game may violate or infringe copyright and other laws of the United States and other countries, as well as applicable local and state laws, and may subject you to liability for such unauthorized use.
5. User Conduct
We want to keep the Services safe and enjoyable for everyone and the use of or access to the Services for unlawful or harmful activities is expressly prohibited. You agree that, while using the Services, you shall not:
engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
submit, post, email, display, transmit or otherwise make available through the Services any material or Question Sets or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene or vulgar, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
submit, post, email, display, transmit or otherwise make available through the Services any material or Question Sets that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as content owned by a third party, inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
engage in or encourage conduct that affects adversely or reflects negatively on our brand, the Services, business, goodwill or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person from using the Services, or from advertising or becoming a Quiz User or Quiz Creator in connection with the Services;
submit, post, email, display, transmit or otherwise make available through the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
except as expressly permitted herein, use the Services for commercial or business purposes;
modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user;
impersonate any person or entity or falsely state or otherwise represent your affiliation with any person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services;
solicit passwords or personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other users or other information, including transmitting or facilitating in the transmission of junk email, chain letters, duplicative or unsolicited messages;
modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so; or
submit, post, email, display, transmit or otherwise make available through the Services any information, materials or content (and/or engage in or encourage conduct or other activities) that are, or could be perceived as, false, incorrect, misleading or deceptive.
Qneuro assumes no responsibility for monitoring the Services for inappropriate, false, incorrect, misleading, deceptive or unlawful content, information, materials or conduct posted by or on behalf of a third party.
If at any time Qneuro chooses in its sole discretion to monitor the Services, Qneuro nonetheless assumes no responsibility for Question Sets, assumes no obligation to modify or remove any Question Sets, and no responsibility for the conduct of any user. Qneuro reserves the right to investigate and take appropriate legal action against anyone who, in Qneuro’s sole discretion, violates, or is suspected of violating, this Section 5, including, without limitation, reporting you to law enforcement authorities.
6. Additional Terms Specific to Quiz Creators
If you elect to create, upload or make available Question Sets on or through the Services, you shall be treated as a “Quiz Creator” and agree to do so solely in accordance with the terms and conditions of these Terms. Users who access and use the Services and interact with Question Sets shall be defined as “Quiz Users.” By submitting, making available and offering your Question Sets on the Services, you hereby grant to Qneuro and Quiz Users a non-exclusive, worldwide, license in and to patent, trademark, trade secret, copyright or other proprietary rights in and to such Question Sets to: copy, transmit, perform, display, modify, adapt, translate, distribute, make available and use the Question Sets (including all intellectual property rights embodied therein) on the Services; and in connection with the operation, marketing, and/or promotion of your Question Sets and the Services.
By submitting, making available, uploading and offering your Question Sets on the Services, you represent, warrant and covenant that you have obtained and shall maintain all necessary rights, licenses, permissions and clearances in order to make the Question Sets available and your provision of such Question Sets shall not violate any applicable laws, rules or regulations or infringe on the intellectual property rights of any third party. Qneuro shall have the right, in its sole and absolute discretion, to reject, remove or disable access to any Question Sets for any reason.
7. Third Party Services and Content
8. Data and Wireless Access Charges
Certain Services may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your device may charge you data access fees in connection with your use of such including, without limitation, wireless carrier messaging and other communication, messaging and data fees and charges. We will not be responsible for any such data access fees and charges in connection with your use of any Services. Further, the use or availability of certain Services may be prohibited or restricted by your wireless carrier and/or data access provider, and not all Services may work with all wireless carriers, networks, platforms, services or devices.
9. Digital Millennium Copyright Act
(a) Notice. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by emailing our Copyright Agent at firstname.lastname@example.org with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
•A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
•Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
•Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
•Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
•A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
•A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to our DMCA Agent at: email@example.com. For clarity, only DMCA notices should go to the Copyright Agent and not any other feedback, comments, requests for technical support, or other communications. You acknowledge that if fail to comply with all of these requirements, your DMCA notice may not be valid.
(b) Counter-Notice. If you believe that your content was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to make such content available to Qneuro for use on the Services, you may send a counter-notice containing the following information to our Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
Your name, address, telephone number, and, if applicable, email address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our Copyright Agent, Qneuro may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Qneuro’s sole discretion.
These Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Qneuro without restriction, notice or other obligation to you.
These Terms shall remain in full force and effect while you use or are registered to use any of the Services. You may terminate your use of or registration for the Service at any time, for any reason, and Qneuro may terminate your use of or registration to the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party.
You agree to indemnify, defend and hold Qneuro and its affiliates and their respective successors and assigns, present and former directors, officers, employees, representatives, agents, licensors, advertisers, partners, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of the Services, (b) your breach or violation these Terms or (c) your Question Sets. Qneuro reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
We may modify these Terms from time to time, and at any time, without notice to you, for any reason, in our sole discretion. We may post or display notices of material changes on the Services and/or notify you via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the Services, these changes become effective immediately and if you use the Services after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review these Terms regularly so you are aware of the most current rights and obligations that apply to you.
14. DISCLAIMER AND LIMITATIONS OF LIABILITY.
THE SERVICES, AND ALL GAMES, CONTENT, PRODUCTS, SERVICES AND QUESTION SETS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND QNEURO AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, PRESENT AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, QNEURO AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, PRESENT AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THESE TERMS, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. TO THE EXTENT QNEURO MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT ITS LIABILITIES, THE EXTENT OF QNEURO’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THE CAPACITY OF THE SERVICES, IN THE AGGREGATE AND FOR EACH USER, IS LIMITED. CONSEQUENTLY, SOME MESSAGES, CONTENT AND TRANSMISSIONS, INCLUDING, WITHOUT LIMITATION, QUESTION SETS, MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE RESTRICTED OR DELAYED OR BECOME COMPLETELY INOPERABLE. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT QNEURO ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE OR DELIVER TRANSACTIONS OR QUESTION SETS OR FOR ANY FAILURE OR DELAY ASSOCIATED WITH ANY QUESTION SETS AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE SERVICES FOR ANY TRANSACTIONS OR QUESTION SETS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THESE TERMS MAY NOT APPLY TO YOU.
15. Customer Support.
For assistance with technical issues or customer support inquiries, please send an email to firstname.lastname@example.org.
16. Governing Law; Miscellaneous.
A. These Terms contains the entire understanding and agreement between you and Qneuro concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. These Terms cannot be changed orally. If any provision of these Terms is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms; however, no action arising out of these Terms or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such case arose). The failure of Qneuro to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
B. These Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Each of you and Qneuro agree to adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.
C. TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND QNEURO WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY ARBITRATION.
D. To the extent that there is a conflict between these Terms and the Additional Terms, the Additional Terms shall govern.
E. The Services are controlled by Qneuro from its offices in the U.S. Qneuro makes no representation or warranty that the Services and any Question Sets contained on or made available in connection therewith is legal, appropriate or available for use in other locations. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
Copyright © 2018 Qneuro Inc.