Terms of Service

Last updated July 12, 2019

Overview.
1. Introduction. This Quepid Terms of Service agreement (these "Quepid Terms of Service") is an agreement between you (referred to in these Quepid Terms of Service as "you" or "your") and OpenSource Connections LLC, a Virginia limited liability company (referred to in these Quepid Terms of Service as "OpenSource Connections", "we", "us", or "our"), the owner and operator of an online service known as Quepid ("Quepid" or the "Service") for instant search quality testing and which can be accessed at https://quepid.com and https://app.quepid.com (collectively, the "Quepid Website"). You agree to read these Quepid Terms of Service carefully.
2. Your Company. If you create a Quepid Account (as defined below) on behalf of another person or entity ("Your Company"), you represent and warrant to us that you have the authority and authorization to bind Your Company to these Quepid Terms of Service, and in that case: (i) in Section 1.1 above, the term "you" refers both to you and Your Company, and (ii) in every other section of these Quepid Terms of Service except for Section 1.1 above and this Section 1.2, the terms "you" and "your" refer to Your Company. If you do not have such authority and authorization, or if you or Your Company do not agree to all of the provisions of these Quepid Terms of Service, neither you nor Your Company are permitted to access or use Quepid.
3. Binding Contract. You acknowledge that these Quepid Terms of Service are a legally binding contract between you and OpenSource Connections, and you acknowledge that these Quepid Terms of Service govern your access and use of Quepid and the Quepid Website. In these Quepid Terms of Service, you and OpenSource Connections are referred to individually as a "party" and collectively as the "parties", and "User" (or "user") refers to a person who accesses or uses Quepid, and "Person" (or "person") means any individual, business entity, governmental entity, legal entity, or any legal person.
4. Important Provisions. These Quepid Terms of Service include important provisions affecting your legal rights and obligations, including, for example, a disclaimer of warranties and limitation of liability by OpenSource Connections (see Section 12), dispute resolution provisions that include a waiver of the right to a jury, a waiver of the right to participate in a class action or similar proceeding, a limitation of the period of time for bringing a claim against us, and an agreement that any court or arbitration proceedings will take place only in Charlottesville, Virginia or Albemarle County, Virginia (see Section 14), and an obligation for you to pay any expenses and liabilities (such as damages, costs, or legal claims) that the OpenSource Connections Parties (as defined below) suffer as a result of your violation of any of the provisions of these Quepid Terms of Service (see Section 11). The previous examples are not comprehensive, and you are responsible for reading and agreeing to all of the provisions of these Quepid Terms of Service as a condition of your access and use of Quepid.
Users Under Age 16. You may only create or use a Quepid Account or use Quepid if you are (a) at least sixteen (16) years old, and (b) allowed by law to enter into a binding contract. If you are not at least sixteen (16) years old, you must not access or use Quepid.
Privacy Policy and Cookie Policy. Our Privacy Policy, located at https://quepid.com/privacy_policy (our "Privacy Policy"), explains how we collect and use your information, and our Cookie Policy, located at https://quepid.com/cookies_policy (our "Cookie Policy") explains the cookies that are used by Quepid. You agree to read our Privacy Policy and our Cookie Policy (collectively, our "Policies"), and you acknowledge and agree that the provisions of our Policies are made a part of these Quepid Terms of Service and are binding upon you and OpenSource Connections.
Updates to these Quepid Terms of Service. As technology changes and as our business grows and develops, we may modify these Quepid Terms of Service (and our Policies) from time to time. When we modify these Quepid Terms of Service, we will give you notice by posting the amended Quepid Terms of Service on the Quepid Website and, if the changes meaningfully affect your rights or obligations, by e-mail (if you have provided us with your e-mail address as part of your Account Information). The amended Quepid Terms of Service will include an effective date, and the amended Quepid Terms of Service will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 13 and 14 will not apply to any disputes for which OpenSource Connections and you have received actual notice on before such effective date. If you continue to access or use Quepid after the Quepid Terms of Service are amended, you agree to be bound by the revised Quepid Terms of Service. If you do not agree with the updated Quepid Terms of Service, you agree that you will promptly (1) discontinue your use of Quepid, and (2) contact us at quepid_admin@opensourceconnections.com to request that your Quepid Account be closed.
Description of Quepid. As used in these Quepid Terms of Service, "Quepid" (or the "Service") refers collectively to Quepid, the Quepid Website, together with all related services that we may provide to or for you. Quepid provides an instant search quality testing solution. Quepid allows you to create and join teams (each, a "Team") to interact with other users (collectively, "Team Members") and to share Your Content with them. You acknowledge and agree that Quepid is always evolving and that we may, at any time and without notice to you, add or remove features or functionality of Quepid or modify or discontinue Quepid, in whole or in part. Quepid may contain links to third party websites or advertisements or promotions for third party products and services. We are not responsible for any content, products, or services provided by others. The inclusion of any link to such sites or advertisements or promotions of such products or services does not imply endorsement by OpenSource Connections or its Affiliates (as defined in Section 11 below).
Your Quepid Account and User Content.
1. Registration. In order to use Quepid, you must register with us and create an account (a "Quepid Account"). Our registration process currently requires you to complete a signup form and provide your name and e-mail address and select a password (your "Login Credentials"). We may permit or require you to provide additional information in order to use Quepid or certain features of Quepid. As used in these Quepid Terms of Service, "Account Information" means all information associated with your Quepid Account. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to suspend or terminate your Quepid Account and your access to the Service.
2. User Content. As used in these Quepid Terms of Service, "Your Content" means your Account Information, and all content (including without limitation, text, photos, graphics, audio, video, and other materials) you upload, post, sends, submit, transmit, or otherwise transfer to or through Quepid. You acknowledge and agree that we do not prescreen and are not responsible for Your Content. Nevertheless, we may at any time, with or without notice to you, block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit any of Your Content.
3. Limited Use of Your Content. We value and respect your privacy, and we will only use Your Content as permitted by these Quepid Terms of Service and our Privacy Policy. You retain any ownership rights you have in Your Content, and nothing in these Quepid Terms of Service limits your right to use Your Content outside of Quepid. In order for us to provide Quepid to you, you grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use, copy, modify, adapt, create derivative works of, store, host, publish, perform, display, distribute, communicate, and transmit Your Content for the purpose of providing Quepid to you and the other Team Members of each Team you create or join. You represent and warrant to the OpenSource Connections Parties: (a) that you have the right (and have obtained any and all necessary permissions, consents, and authorizations) to grant us the foregoing license and to grant all other rights and licenses granted in these Quepid Terms of Service, and (b) that the use of Your Content and the exercise of the foregoing license by the OpenSource Connections Parties (and their sublicensees) will not infringe the Intellectual Property Rights, privacy rights, or other rights of any person. You understand and agree that we may transfer, process, maintain, and store Your Content in any country (or in multiple countries), including countries other than your country of residence or the country or countries where you use Quepid. You acknowledge and agree that we may use third party service providers to host Quepid.
Using Quepid.
1. Permission to Use Quepid. Subject to your compliance with these Quepid Terms of Service (including our Policies), we grant you permission to access and use Quepid and the Quepid Materials. The permission for you to use Quepid and the Quepid Materials is further conditioned on the following: (a) you will not permit any person to access or use Quepid through your Quepid Account; (b) you will not publish, disclose, or share any of the Quepid Materials with any other person; (c) you will not attempt to reverse engineer, alter, or modify any part of Quepid; and (d) you will comply with all of the provisions of these Quepid Terms of Service. If you violate these Quepid Terms of Service, your permission to use Quepid, the Quepid Website, and the Quepid Materials will automatically terminate, and you will not be entitled to any refund of payments made to us. Your permission to access and use Quepid is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We reserve the right, in our sole discretion, to refuse service, to suspend or terminate your Quepid Account, and/or to require you to purchase a paid subscription in order to continue using some or all of the features of Quepid.
2. Your Responsibilities. You are responsible for maintaining the confidentiality of the Login Credentials used to access your Quepid Account. You acknowledge and agree that you are responsible for any activities that occur through your Quepid Account, whether or not authorized by you. You agree to immediately notify us of any security breach associated with your Login Credentials or your Quepid Account and of any unauthorized use of your Quepid Account. We will not be liable for your losses caused by any unauthorized use of your Quepid Account, and you acknowledge and agree that you may be liable for the losses of the OpenSource Connections Parties or others due to such unauthorized use.
Feedback. We encourage you to send us messages, feedback, or data, including, for example, ideas, comments, suggestions, or questions about Quepid or any other product or service (collectively, "Feedback"). You agree not to send us any information or ideas that are sensitive or confidential, and you agree that any Feedback we receive from you will not be considered confidential. You grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your Feedback in any and all media or distribution methods (now known or later developed), to exercise all Intellectual Property Rights in and to your Feedback. We will be entitled to use the Feedback for any commercial or other purpose whatsoever (including, for example, developing, improving, producing, providing, or marketing products and services) without compensation to you or any other person sending the Feedback, and we will not be under any obligation to tell you if and how we use the Feedback. The provisions of this Section 8 will continue to apply even if you stop using Quepid and will survive the expiration, cancellation, or termination of these Quepid Terms of Service.
Intellectual Property Rights.
1. Generally. You acknowledge and agree that except as otherwise expressly stated in these Quepid Terms of Service, and except for Your Content, OpenSource Connections (or its licensors) own all Intellectual Property Rights in and to Quepid, together with all content and materials displayed, transmitted, performed, included, or provided on or through Quepid and the Quepid Website, including without limitation all text, titles, photos, graphics, logos, designs, audio and video transmissions and recordings, and other content (collectively, "Quepid Materials"). Except as otherwise expressly provided in these Quepid Terms of Service, we retain all rights in and to Quepid and the Quepid Materials. As used in these Quepid Terms of Service, "Intellectual Property Rights" means intellectual property rights arising from or in respect of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (a) fictional business names, trade names, company and corporate names, trademarks and service marks (whether registered or unregistered, including any applications for registration of any of the foregoing), logos, Internet domain names, and trade dress rights, together with the goodwill associated with any of the foregoing (collectively, "Marks"); (b) inventions, patent applications, and patents issued therefrom in the United States and in all other countries, including all continuations, divisionals, continuations-in-part, inventions registrations, re-examinations, registrations, renewals, utility models, reissues and the like corresponding thereto (collectively, "Patents"); (c) copyrights and registrations and applications therefor (collectively, "Copyrights"); (d) proprietary and confidential information which constitute trade secrets, such as proprietary and confidential know-how, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, and data bases in each case excluding any of the foregoing to the extent the rights therein comprise or are protected by Copyrights or Patents (collectively, "Trade Secrets"); (e) publicity rights, including without limitation the right to use a person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona for advertising, marketing, promotional, trade, business, and commercial purposes (collectively, "Publicity Rights"); and (f) moral rights and privacy rights.
2. Our Trademarks. The names OpenSource Connections, Quepid, and the graphics, icons, logos, service names, designs, and layouts associated with Quepid are the trademarks, service marks, or trade dress of OpenSource Connections in the United States and/or other countries. You acknowledge and agree that you will not use any of our Marks (including as part of other marks and/or Internet domain names) in connection with any product or service in any manner that is likely to cause confusion or dilution of our Marks. All other Marks are the property of the respective owners.
Claims of Intellectual Property Infringement.
1. Generally. We respect the Intellectual Property Rights of others, and we require you and each of our users to do the same. We take claims of infringement of Intellectual Property Rights seriously, and we reserve the right, in our sole discretion, to block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit (collectively, "Remove" or "Removing") any content (including without limitation, text, photos, graphics, audio, video, and other materials) you or any other person uploads, posts, sends, submits, transmits, or otherwise transfers to or through Quepid (collectively, "User Content"). In appropriate cases and in our sole discretion, we may Remove User Content if properly notified that such User Content infringes a third party’s Intellectual Property Rights. It is our policy, in appropriate circumstances, to disable and/or close the Quepid Accounts (as defined in our Privacy Policy) of users who are repeat infringers. Without limiting any of our rights to take other action described in these Quepid Terms of Service, including without limitation, immediately Removing or modifying Infringing Content (as defined below) without notice, we will, within a reasonable period of time following our receipt in writing of a final, non-appealable court order finding that specific User Content infringes a third party’s Intellectual Property Rights ("Infringing Content"), Remove or modify such Infringing Content in the jurisdictions to which such order applies.
2. Reporting Claims of Copyright Infringement.
  1. Digital Millennium Copyright Act (DMCA) Notice Procedures. OpenSource Connections will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through Quepid infringe your copyright, you may request removal of those materials (or access thereto) from Quepid by submitting written notification to the OpenSource Connections Intellectual Property Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
    - Your physical or electronic signature;
    - Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works;
    - Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
    - Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address);
    - A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
    - A statement that the information in the written notice is accurate; and
    - A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
    Our designated Intellectual Property Agent to receive DMCA Notices is:
    
    Agent: Patrick C. Asplin
    
    Address:
    
    Flora Pettit PC
    530 East Main Street
    Charlottesville, VA 22902
    Phone: 434-979-1400
    
    E-mail: DMCA-clientnotices@fplegal.com
    
    If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
    
    Please be aware that if you knowingly materially misrepresent that material or activity on Quepid is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
  2. DMCA Counter-Notification Procedures. If you believe that your User Content was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with OpenSource Connections (a "DMCA Counter-Notice") by submitting written notification to the OpenSource Connections Intellectual Property Agent (identified above). Pursuant to the DMCA, the DMCA Counter-Notice must include substantially the following:
    - Your physical or electronic signature;
    - Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
    - A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
    - Your name, address, and telephone number (and if you wish to facilitate our ability to contact you, your e-mail address); and
    - A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if your address is outside of the United States, for any judicial district in which OpenSource Connections may be found), and that you will accept service of process from the person who provided us with the DMCA Notice at issue.
    The DMCA allows OpenSource Connections to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your DMCA Counter-Notice.
    
    Please be aware that if you knowingly materially misrepresent that material or activity on Quepid was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
3. Reporting Claims of Other Intellectual Property Infringement. If you believe any User Content accessible on or through Quepid infringes your Intellectual Property Rights (other than your copyrights), you may request removal of the User Content (or access thereto) from Quepid by submitting written notification to the OpenSource Connections Intellectual Property Agent (designated above). The written notice (an "Infringement Notice") must include all of the following:
  - Your physical or electronic signature.
  - Identification and description of the Intellectual Property Rights you believe to have been infringed. If you are reporting a claim of trademark infringement, your written notice must identify the exact trademark, service mark, or other mark (and if the mark is anything other than standard characters, you must include a copy of the mark), a description of the goods or services for which you believe you have trademark rights, the registration number and office of registration (if applicable), and a description of the reason why you believe the User Content ("Alleged Infringing Content") causes a likelihood of confusion with or dilution of your mark.
  - Identification of the Alleged Infringing Content you believe to be infringing in a sufficiently precise manner to allow us to locate it. Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address).
  - A statement that you have a good faith belief that use of the Alleged Infringing Content is not authorized by the owner of the Intellectual Property Rights, the owner’s agent, or the law.
  - A statement that the information in the written notice is accurate.
  - A statement, under penalty of perjury, that you are the authorized owner of the Intellectual Property Rights or that you are authorized to act on behalf of the owner of the Intellectual Property Rights.
  Upon receipt of an Infringement Notice, we may act in any manner that we deem reasonable and appropriate, including without limitation, temporarily or permanently Removing the Alleged Infringing Content described in such Infringement Notice. However, we will generally endeavor to provide a copy of the Infringing Notice to the user who is responsible for the applicable Alleged Infringing Content (the "Responsible Party") and request that such Responsible Party provide a written response to the party alleging infringement (the "Asserting Party") or to us, in which case we will forward such response to the Asserting Party, together with the Responsible Party’s contact information (name, address and e-mail address). If the Responsible Party’s response is not satisfactory to the Asserting Party, or the Responsible Party fails to respond within ten (10) business days of the date we forward the Infringement Notice, we may disclose, if known, the name, address, e-mail address, and other contact information of such Responsible Party to the Asserting Party, in which case, such Responsible Party and such Asserting Party shall communicate directly to resolve the matters alleged in such Infringement Notice. Thereafter, but without limiting our rights to take any other action that we deem appropriate or reasonable (including Removing the Alleged Infringing Content), we shall Remove or otherwise act with respect to the Alleged Infringing Content upon a written direction from both the Asserting Party and the Responsible Party or in accordance with Section 10.1 above.
  
  OPENSOURCE CONNECTIONS HAS NO RESPONSIBILITY OR LIABILITY TO ANY PERSON FOR REMOVING ANY USER CONTENT OR OTHER CONTENT OR MATERIALS. YOU AND EACH USER EXPRESSLY AND FOREVER WAIVE ALL CLAIMS AGAINST THE OPENSOURCE CONNECTIONS PARTIES ARISING OUT OF OR RELATING TO THE TEMPORARY OR PERMANENT SUSPENSION OR REMOVAL OF ANY USER CONTENT OR OTHER CONTENT OR MATERIALS.
  
  You agree that if you knowingly materially misrepresent that User Content or activity on Quepid is infringing Intellectual Property Rights, you will be held liable for (and will reimburse and pay the OpenSource Connections Parties for) costs and fees (including attorneys’ fees) and other damages incurred by OpenSource Connections in reviewing, investigating, addressing, and responding to your written notice and the claims made in such notice.
Indemnification. As used in these Quepid Terms of Service, "Affiliate" (collectively, "Affiliates") means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person, and "OpenSource Connections Parties" means OpenSource Connections, its Affiliates, and the officers, directors, shareholders, members, managers, employees, attorneys, and agents of any of the foregoing. You agree to indemnify, defend, and hold harmless the OpenSource Connections Parties from, against, and with respect to any and all liabilities, claims, losses, damages (including without limitation property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, "Claims"), including without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all trial and appellate levels), arising out of or related to: (a) your use of and access to Quepid and the Quepid Website; (b) the use of your Quepid Account (whether by you or any other person); (c) your breach or violation of any provision of these Quepid Terms of Service (including our Policies); (d) our exercise of any rights or licenses granted by you to us (including the use of Your Content and Feedback); (e) any inaccuracy in or breach of any of the representations or warranties made by you; (f) your violation or alleged violation of any law or infringement of any third party right, including without limitation any Intellectual Property Rights or privacy rights; (g) your negligence, recklessness, or willful misconduct; or (h) any claim that your use of Quepid or the Quepid Website caused damage to a third party. OpenSource Connections will have the exclusive right: (i) to select legal counsel to defend Claims, (ii) to direct the defense or settlement of Claims, (iii) to make, accept, or reject any offers of settlement of Claims, (iv) to enter into any settlement, and (v) to admit or deny fault or liability. Your obligations under this Section 11 will continue even if you stop using Quepid and will survive the deletion, closure, expiration, or termination of your Quepid Account or these Quepid Terms of Service.
Disclaimers and Limitation of Liability - PLEASE READ CAREFULLY: This Section 12 limits the liability of the OpenSource Connections Parties. The provisions of this Section apply to the maximum extent permitted under applicable law. Some jurisdictions do not permit the limitation of liability in contracts or the disclaimers of implied warranties, so some or all of the provisions of this Section 12 may not apply to you.
1. You understand that we cannot and do not guarantee or warrant that content or materials available for downloading from the Internet or transmitted through or linked to from the Quepid Website will be free of viruses, malware, or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus and anti-malware protection and for maintaining a means for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT, DAMAGE, OR DELETE YOUR DEVICES OR DATA DUE TO YOUR USE OF QUEPID OR YOUR ACCESSING OR DOWNLOADING ANY QUEPID MATERIALS OR OTHER MATERIALS AVAILABLE ON OR THROUGH QUEPID OR LINKED TO FROM THE QUEPID WEBSITE.
2. While we will make reasonable efforts to provide accurate and timely information and content on Quepid, you should not assume that any content or information provided (including any Quepid Materials) is always up-to-date, accurate, or complete, or that Quepid contains all of the relevant information available. We make no representations, warranties, or assurances as to the accuracy, currency, or completeness of Quepid or of any Quepid Materials, and we disclaim any and all responsibility or liability related thereto. Your use of, and reliance upon, any Quepid Materials is at your sole risk.
3. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY OF ANY KIND TO YOU OR OTHERS AS A RESULT OF ANY LOSS, THEFT, DELETION, DESTRUCTION, ALTERATION, OR CORRUPTION OF, DAMAGE, UNAUTHORIZED ACCESS TO, OR FAILURE TO TRANSMIT, STORE, BACKUP, OR ENCRYPT ANY ACCOUNT INFORMATION OR ANY DATA OR FILES STORED ON ANY DEVICE USED TO ACCESS QUEPID OR STORED IN ANY THIRD PARTY SERVICE OR ACCOUNT CONNECTED TO YOUR QUEPID ACCOUNT.
4. YOUR USE OF QUEPID, THE QUEPID WEBSITE, AND ALL CONTENT AND INFORMATION THAT IS PROVIDED OR CAN BE ACCESSED USING QUEPID OR THE QUEPID WEBSITE AT YOUR OWN RISK AND ALL OF THE FOREGOING ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
5. THE OPENSOURCE CONNECTIONS PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO QUEPID, THE QUEPID WEBSITE, AND ALL CONTENT AND INFORMATION THAT IS PROVIDED OR CAN BE ACCESSED USING QUEPID OR THE QUEPID WEBSITE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NONE OF THE OPENSOURCE CONNECTIONS PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF QUEPID, THE QUEPID WEBSITE, OR ANY CONTENT AND INFORMATION THAT IS PROVIDED ON, OR WHICH CAN BE ACCESSED USING, QUEPID OR THE QUEPID WEBSITE. WITHOUT LIMITING THE FOREGOING, NONE OF THE OPENSOURCE CONNECTIONS PARTIES REPRESENTS OR WARRANTS THAT QUEPID, THE QUEPID WEBSITE, AND ANY CONTENT AND INFORMATION THAT IS PROVIDED ON, OR WHICH CAN BE ACCESSED USING, QUEPID OR THE QUEPID WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT QUEPID OR THE QUEPID WEBSITE OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT QUEPID, THE QUEPID WEBSITE, OR ANY CONTENT AND INFORMATION THAT IS PROVIDED, OR WHICH CAN BE ACCESSED USING, QUEPID OR THE QUEPID WEBSITE WILL OTHERWISE MEET ANY OF YOUR NEEDS OR EXPECTATIONS.
6. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE OPENSOURCE CONNECTIONS PARTIES WILL HAVE ANY LIABILITY FOR LOST PROFITS, LOST OPPORTUNITIES, REDUCTION IN PORTFOLIO VALUE, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) YOUR USE OF QUEPID AND/OR THE QUEPID WEBSITE, (B) THE USE OF QUEPID AND/OR THE QUEPID WEBSITE BY ANY OTHER PERSON, OR (C) THE OPERATION OR MALFUNCTION OF QUEPID AND/OR THE QUEPID WEBSITE, REGARDLESS OF WHETHER OR NOT THE OPENSOURCE CONNECTIONS PARTIES (OR ANY OTHER PERSONS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE OPENSOURCE CONNECTIONS PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING OUT OF OR RELATING TO YOUR USE OF QUEPID, THE QUEPID WEBSITE, AND/OR ANY OTHER OPENSOURCE CONNECTIONS SERVICES, WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL FEES, IF ANY, PAID BY YOU TO OPENSOURCE CONNECTIONS PURSUANT TO THIS THESE QUEPID TERMS OF SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NONINFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.
8. You and OpenSource Connections acknowledge that the disclaimers and limitations of liability in this Section 12 represent the bargained for allocations of risk, and that the consideration received by OpenSource Connections from you under these Quepid Terms of Service represents such allocations of risk. You acknowledge and agree: (a) that neither OpenSource Connections nor any person or entity acting, or purporting to act, on behalf of OpenSource Connections has made any representations to you other than those representations expressly made by OpenSource Connections in these Quepid Terms of Service, and (b) that in connection with your acceptance of these Quepid Terms of Service, you have not relied upon any representations made by OpenSource Connections or any person or entity acting, or purporting to act, on behalf of OpenSource Connections other than those representations and warranties expressly made by OpenSource Connections in these Quepid Terms of Service.
9. SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS SECTION 12. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING IN THIS SECTION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION 12 WILL CONTINUE TO APPLY EVEN IF YOU STOP USING QUEPID OR THE QUEPID WEBSITE AND WILL SURVIVE THE DELETION, CLOSURE, EXPIRATION, OR TERMINATION OF YOUR QUEPID ACCOUNT OR THESE QUEPID TERMS OF SERVICE.
Governing Law and Interpretation. These Quepid Terms of Service will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regards to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, the parties agree that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. ("UCITA"), is expressly excluded from these Quepid Terms of Service and that any and all terms contained in UCITA will have no force and effect on any portion of these Quepid Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Quepid Terms of Service. If any ambiguity or question of intent or interpretation arises, these Quepid Terms of Service will be construed as if drafted jointly by OpenSource Connections and you, and no presumptions or burden of proof will arise favoring or disfavoring OpenSource Connections or you by virtue of authorship of any of the provisions of these Quepid Terms of Service. We retain all rights at law and in equity to enforce the provisions of these Quepid Terms of Service in accordance with applicable laws.
Dispute Resolution – PLEASE READ CAREFULLY: This Section 14 includes important provisions that affect your legal rights, including a waiver of the right to a jury, a limitation of the period of time for bringing a claim against us, and an agreement that any court proceedings will take place only in Virginia.
1. Injunctive Relief. You acknowledge and agree that any violation of these Quepid Terms of Service may cause irreparable harm to the OpenSource Connections Parties, for which monetary damages would not be an adequate remedy. Therefore, you agree that: (a) OpenSource Connections will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or potential violation by you of these Quepid Terms of Service; (b) OpenSource Connections will be entitled to such injunctive relief without any obligation (i) to post a bond or other security, or (ii) to prove actual damages or to prove that monetary damages will not provide an adequate remedy; and (c) you will not oppose or otherwise challenge the appropriateness of injunctive relief or the entry by a court of competent jurisdiction of an order granting injunctive relief.
2. Service of Legal Process. If your Account Information does not contain your current and accurate physical address (or if we are unable, after reasonable efforts, to effect service of process on you at such physical address), you hereby irrevocably agree to accept service of process by any means of communication associated with your Quepid Account or through any contact information in your Account Information, including without limitation, service by U.S. mail, e-mail, SMS, messages or alerts displayed or sent to you through Quepid, or social media messages, posts, or tweets, and you waive any objections to service of process by such methods.
3. Time Period for Bringing Claims. YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THESE QUEPID TERMS OF SERVICE, (B) QUEPID AND/OR THE QUEPID WEBSITE (OR THE USE OF ANY OF THE FOREGOING BY YOUR OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY OPENSOURCE CONNECTIONS OF ANY OF OBLIGATIONS UNDER THESE QUEPID TERMS OF SERVICE, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE OPENSOURCE CONNECTIONS PARTIES, QUEPID, OR THE QUEPID WEBSITE OF ANY INTELLECTUAL PROPERTY RIGHTS WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE OR FILE ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS.
4. Venue. Any and all claims and disputes arising out of or relating to (a) these Quepid Terms of Service, (b) Quepid, the Quepid Website, and/or any other OpenSource Connections products or services (or the use of any of the foregoing by you or any other person), (c) the performance or non-performance by you or OpenSource Connections of any of obligations under these Quepid Terms of Service, or (d) actual or alleged infringement by you, any of the OpenSource Connections Parties or Affiliates, Quepid, or the Quepid Website of any Intellectual Property Rights, will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in Albemarle County, Virginia or the City of Charlottesville, Virginia. YOU AND OPENSOURCE CONNECTIONS BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT (AND IN ANY OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR OPENSOURCE CONNECTIONS MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.
5. Waiver of Jury Trial. YOU AND OPENSOURCE CONNECTIONS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU OR OPENSOURCE CONNECTIONS MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (A) THESE QUEPID TERMS OF SERVICE, (B) QUEPID, THE QUEPID WEBSITE, AND/OR ANY OTHER OPENSOURCE CONNECTIONS SERVICES (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR OPENSOURCE CONNECTIONS OF ANY OF OBLIGATIONS UNDER THESE QUEPID TERMS OF SERVICE, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY YOU, ANY OF THE OPENSOURCE CONNECTIONS PARTIES OR AFFILIATES, QUEPID, OR THE QUEPID WEBSITE OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE OPENSOURCE CONNECTIONS PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT OPENSOURCE CONNECTIONS WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THESE QUEPID TERMS OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.
Acceptable Use Policy.
1. Excessive Resources. If your use of Quepid uses or requires substantially more bandwidth, RAM, or storage resources than the average Quepid customer, we reserve the right, upon notice to you, to require you to pay additional usage fees, to limit or throttle your access to Quepid and/or to suspend or close your Quepid Account.
2. Safety and Rights of Others. You agree that you will not:
  1. Transmit spam, junk mail, chain letters, pyramid schemes, or the like through Quepid;
  2. Transmit through Quepid any other person’s private or sensitive information, including, for example, Social Security numbers or taxpayer identification numbers, passport numbers, driver’s license numbers or other government-issued identification numbers, bank account numbers, credit or debit card numbers, login or authentication credentials (such as passwords), non-public contact information (including phone numbers, street or mailing addresses, and e-mail addresses), addresses or locations that are considered and treated as private, images or videos that are considered and treated as private under applicable laws, or other similar information;
  3. Submit any content that is obscene, defamatory, libelous, slanderous, threatening, harassing, abusive, embarrassing, hateful, or racially or ethnically offensive to any other person, or that is unlawful or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; or
  4. Use Quepid to impersonate any person.
3. No Disruptive Activities. We want all of our users to enjoy a high quality experience when using Quepid. You agree that you will not:
  1. Send any content or materials to or through Quepid that do not comply with these Quepid Terms of Service;
  2. Access or use Quepid using the Quepid Account of another user;
  3. Circumvent, compromise, or undermine the security or integrity of Quepid or the Quepid Website, or attempt to do so;
  4. Probe, scan, or test the vulnerability of Quepid, the Quepid Website, or an systems, networks, servers, computers, devices, or equipment owned or controlled by any of the OpenSource Connections Parties or our users;
  5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of Quepid or the Quepid Website, or any server, network, computer, device, system, or database owned or controlled by any of the OpenSource Connections Parties (or any Quepid user) or related to, associated with, or connected to Quepid or the Quepid Website;
  6. Use any automated device, process, or means (such as robots or spiders) to access or use Quepid or the Quepid Website for any purpose, including monitoring or copying any Quepid Materials;
  7. Attack Quepid or the Quepid Website via a denial-of-service or distributed denial-of-service attack;
  8. Use Quepid in any manner that we believe could disable, overburden, damage, impair, or interfere with the proper operation of Quepid;
  9. Interfere with or disrupt the performance or integrity of Quepid or any data transmitted by or through Quepid;
  10. Engage in any other conduct that, in our determination, restricts or inhibits anyone’s use or enjoyment of Quepid or the Quepid Website or that may harm any of the OpenSource Connections Parties or our users or expose the OpenSource Connections Parties or our users to liability; or
  11. Transmit any viruses, Trojan horses, worms, malware, or other material which is malicious or technologically harmful through Quepid.
Termination. We reserve the right, without any liability to you, to modify, suspend, disable, delete, close, or terminate your Quepid Account or Your Content (in whole or in part), and to suspend or terminate your permission to access and use Quepid and the Quepid Website for violation of these Quepid Terms of Service (including our Policies), or for any other reason. If you wish to end your relationship with us, you may request the closure of your Quepid Account at any time by contacting us at quepid_admin@opensourceconnections.com. These Quepid Terms of Service and all rights and permission granted by OpenSource Connections to you will automatically terminate upon the closure, deletion, or termination of your Quepid Account. Any termination, cancellation, or expiration of these Quepid Terms of Service notwithstanding (and notwithstanding the closure, deletion, or termination of your Quepid Account or your stopping using Quepid), Sections 6.3, 9, 11, 12, 13, 14, and 15, and any other provisions which are by their terms intended to survive and continue will so survive and continue.
Miscellaneous.
1. Relationship Between You and OpenSource Connections; No Third-Party Beneficiaries. Nothing in these Quepid Terms of Service will be construed as creating any partnership, joint venture, franchise, employment relationship, or agency relationship in any way between you and any of the OpenSource Connections Parties. You will not have apparent or actual authority to bind any of the OpenSource Connections Parties to any debt, contract, or other arrangement. Nothing in these Quepid Terms of Service is intended, nor will be deemed, to confer any rights or remedies upon any person other than the OpenSource Connections Parties and you.
2. Further Assurances. You agree to execute, acknowledge, and deliver all such further documents, and take such further action, as may be reasonably required to carry out and consummate the transactions contemplated by these Quepid Terms of Service.
3. Non-Waiver; Severability. The failure of you or OpenSource Connections to exercise or enforce any right or provision of these Quepid Terms of Service will not operate as a waiver of your or our right to do so later. If any provision of these Quepid Terms of Service is finally determined to be void, unenforceable, invalid, or otherwise contrary to law or equity, you and OpenSource Connections agree to reform (or as necessary, authorize the arbitrator(s) or court to reform) these Quepid Terms of Service to the extent necessary to cure (or if necessary, delete) such provision, and that the remainder of these Quepid Terms of Service that can be given effect without the benefit of such provision will be given effect.
4. No Assignment. These Quepid Terms of Service are personal to you. Neither these Quepid Terms of Service nor any of your rights or obligations may be sold, transferred, delegated, or assigned by you without our prior written consent, and any attempt to do so without such consent will be void, and no rights will devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee, or other person. Subject to the foregoing, these Quepid Terms of Service will be binding upon and inure to the benefit of the Parties and their respective successors, assigns, and legal representatives.
5. Headings. The descriptive headings in these Quepid Terms of Service are inserted for convenience only and do not constitute a part of these Quepid Terms of Service.
6. Entire Agreement. These Quepid Terms of Service contain the entire agreement and understanding between you and us with respect to the transactions contemplated hereby, and these Quepid Terms of Service supersede and replace any other prior or contemporaneous agreements, terms, or conditions applicable to the subject matter of these Quepid Terms of Service.
Contacting Us. If you have any questions about these Quepid Terms of Service of Service (including our Policies), Quepid, or your Quepid Account, you may contact us by email at quepid_admin@opensourceconnections.com