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TERMS OF USE AGREEMENT

Last Updated Date: 1/1/2025

Welcome and thank you for your interest in Quantic Labs, Inc. (doing business as crmCopilot) ("Quantic", "crmCopilot", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms (as defined in Section 1.1), the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at www.crmcopilot.co, its subdomains, and our chrome extension (collectively, the "Website"), and (ii) the services, content, and other resources available on or enabled via our Website, and our AI-powered CRM automation platform (collectively, with our Website, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH QUANTIC, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 13 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND QUANTIC. AMONG OTHER THINGS, SECTION 13 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 13 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 13) WITHIN 30 DAYS IN ACCORDANCE WITH SECTION 13.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

THE AGREEMENT IS SUBJECT TO CHANGE BY QUANTIC IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 14.6 (AGREEMENT UPDATES).

1. USE OF THE SERVICE

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Quantic, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.2 Updates

You understand that the Service is evolving. You acknowledge and agree that Quantic may update the Service with or without notifying you. You may need to link to and/or update third-party software from time to time to continue to use the Service. Any future release, update, or other addition to the Service shall be subject to this Agreement.

2. REGISTRATION

2.1 Registering Your Account

In order to access certain features of the Service, you may be required to register an account on the Service ("Account").

2.2 Registration Data

In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3 Your Account

Notwithstanding anything to the contrary herein, you acknowledge that you have no ownership or other property interest in your Account, and you further acknowledge that all rights in and to your Account are and will forever be owned by and inure to the benefit of Quantic. Quantic reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days, and, in such event, you shall not be entitled to any refund. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You are responsible for any use of your credit card or other payment instrument by minors You may not share your Account or password with anyone, and you agree to notify Quantic immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete, or not current, or Quantic has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete, or not current, Quantic has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. You agree not to create an Account or use the Service if you have been previously removed by Quantic, or if you have been previously banned from any of the Service.

2.4 Necessary Equipment and Software

You must provide all devices and other equipment or software (excluding software in the Service itself) necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

3. CONTENT

3.1 Types of Content

Subject to your compliance with this Agreement, you may share or upload any information, data, text, software, sound, photographs, graphics, video, messages, tags and/or other materials ("Content") through the Service, including by way of Third-Party Services (as defined below), prompts, submissions, and other input to the Service (collectively, "Input"). You, and not Quantic, are entirely responsible for all Input that you upload, share, transmit, query, or otherwise make available through or to the Service. When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content). In response to any prompts and other Input that you provide to the Service, the Service, together with AI Services, may generate new content based on such Input ("Output"). You acknowledge that the Outputs are based on your Inputs, and that Quantic has no control over any such Inputs. Accordingly, all Outputs are provided "as is" and with "all faults", and Quantic makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. You are solely responsible for your use of your Outputs created through the Service, and you assume all risks associated with your use of any Outputs, including any disclosure of your Outputs that personally identifies you or any third party. You are solely responsible for reviewing any Output prior to its use and exercising your own judgment as to its suitability for use.

3.2 Ownership of Content

Quantic does not claim ownership of any Inputs or Outputs (collectively, "Your Content"). Subject to Section 3.3 (License to Your Content), as between Quantic and you, you are the owner of all right, title, and interest in Your Content. Notwithstanding the foregoing, given the nature of artificial intelligence that powers the Service, you acknowledge that: (a) Quantic does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law; and (b) Quantic does not guarantee that you will exclusively own or have all necessary rights to the Output for your intended purposes, or that the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.

3.3 License to Your Content

You acknowledge that the Service uses certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects, and events, and that such recognition is developed over time based on your use of the Service, Your Content, and other users' content. Accordingly subject to any applicable Account settings that may be made available to you, you grant Quantic a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display, and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users (including after you cease use of the Service or terminate this Agreement). Without limiting the foregoing, You acknowledge that Your Content may be used by Quantic or third-party providers of the AI Services, to train, develop, enhance, evolve, and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products, and services (including for labeling, classification, content moderation and model improvements). Quantic will not sell Your Content to or otherwise share Your Content with other customers or potential customers.

3.4 AI Services

Our Service may use certain artificial intelligence and deep learning platforms, algorithms, tools, and models (“AI Services”) to generate Output. You acknowledge that Quantic may share your Inputs with the AI Services for this purpose, and such AI Services may not be required to maintain the confidentiality of any of Your Content. Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. Quantic will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend, or terminate any AI Services.

3.5 Content Restrictions

Your use of the Service must comply at all times with Quantic’s acceptable use policy and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Service, that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (D) contains any sensitive personal information, such as government IDs, passport numbers or social security numbers, or (E) violates any applicable AI Services terms. Furthermore, Your Content may not contain nudity, violence, or sexually explicit, obscene, or offensive subject matter as determined by Quantic in its sole discretion. By uploading or making available any Content that includes any identifiable person or any of their personal characteristics, you represent and warrant that you have that person’s permission to do so and for the Content including such person to be used in the manner contemplated herein. You may not make available any Content that includes any identifiable person or any of their personal characteristics without that person’s permission.

3.6 Storage

Unless expressly agreed to by Quantic in writing elsewhere, Quantic has no obligation to store any of Your Content. Quantic has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

3.7 Third-Party Services

You may have the opportunity to access the Services through, or connect the Services to, certain third-party applications, software, or services, which may include AI Services, Gmail, HubSpot, Salesforce, Outlook, Zoom, and other service providers and customer relationship management platforms (“Third-Party Services”) as part of the functionality of the Services. If you connect via a Third-Party Service, you may link your Account with a Third-Party Service, by allowing Quantic to access your Third-Party Service, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Service. You represent that you are entitled to grant Quantic access to your Third-Party Service account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Service. By granting Quantic access to any Third-Party Services accounts, you understand that Quantic may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your Third-Party Service account (“TPS Content”) so that it is available on and through the Services. Unless otherwise specified in the Agreement, all TPS Content made available by you and the Third-Party Services you connect to the Services will be considered to be Your Content (as defined below). Depending on the Third-Party Service account you choose and subject to the privacy settings that you have set in such Third-Party Services account, personally identifiable information that you post to your Third-Party Services account may be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD- PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY SERVICES ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND QUANTIC DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Quantic is not responsible for any TPS Content, including but not limited to, accuracy or legality of, or infringement by, the TPS Content.

When you click on a link to a Third-Party Service through the Services, we may not warn you that you have left our Website, and you become subject to the terms and conditions (including privacy policies) of another website or destination. We cannot guarantee these links as we don’t manage content that is not on our Website, and links can change after they’re posted. Quantic is not responsible for the practices of the sites or services to whom we link or with whom we integrate, including any of the content they show you. Third-Party Services are not under the control of Quantic. Further, Third-Party Services are not acting or ruled by the Website policies of Quantic. Quantic provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use and integrate with all Third-Party Services at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

You agree that Quantic may share information you provide to the applicable Third-Party Service. Quantic is not responsible for any Third-Party Service’s use of your exported information. Further, the information you may share with any third parties, like the sites and services we may link to or integrate with, are controlled by them and their site policies and terms. You understand and agree that we don’t have control of those sites, and we are not responsible if you give any third-party access to your data. You own any risk yourself for sharing information or viewing content on other sites. You are solely responsible for your purchasing decisions and if you choose to visit any third-party websites, you may be subject to additional or different terms and conditions and privacy policies. Please see our Privacy Policy for more information about how we share information with third parties.

4. OWNERSHIP

4.1 The Service

Except with respect to Your Content, Quantic and its suppliers or licensors own all rights, title, and interest in the Service (including but not limited to, any computer code, themes, objects, documentation, and software) and all improvements, enhancements, and updates made thereto. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any the Service.

4.2 Trademarks

crmCopilot, Quantic, the "Q" and "crmCopilot" logos, and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are the trademarks of Quantic and may not be used without permission in connection with your or any third party's products or services. Other trademarks, service marks, and trade names that may appear on or in the Service are the property of their respective owners.

4.3 Feedback

Submission of any ideas, suggestions, documents, and/or proposals to Quantic through its suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk, and Quantic has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit such Feedback. You hereby grant to Quantic a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Quantic's business.

5. USER CONDUCT AND CERTAIN RESTRICTIONS

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or use framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout, or form); (iii) use any metatags or other "hidden text" using Quantic's name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to scrape or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of Quantic; or (viii) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Quantic pursuant to this Agreement.

6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT

Quantic may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content.

6.1

Without limiting the foregoing, Quantic reserves the right to: (a) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Quantic; (b) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Quantic otherwise believes that criminal activity has occurred; and/or (d) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Quantic, may, at its sole discretion immediately terminate your license to use the Service, or change, alter, or remove Your Content, in whole or in part, without prior notice to you.

6.2

If Quantic believes that criminal activity has occurred, Quantic reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Quantic's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process, or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Quantic, its users or the public, and all enforcement or other government officials, as Quantic in its sole discretion believes to be necessary or appropriate.

7. FEES AND PURCHASE TERMS

7.1 Third-Party Service Provider

Quantic uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Third-Party Service Provider"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/privacy) and the Stripe Services Agreement (currently accessible at https://stripe.com/legal/ssa) and hereby consent and authorize Quantic and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for these fees. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

7.2 Payment

You shall pay all fees or charges to your Account ("Fees") in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Quantic and/or our Third-Party Service Provider with your payment information, you agree that Quantic and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Quantic hereunder and that no additional notice or consent is required. You shall immediately notify Quantic of any change in your payment information to maintain its completeness and accuracy. Quantic reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Quantic and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

7.3 Taxes

The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Quantic determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Quantic shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Quantic, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Quantic for any liability or expense Quantic may incur in connection with such Sales Tax. Upon Quantic's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

7.4 Withholding Taxes

You shall make all payments of Fees to Quantic free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Quantic shall be your sole responsibility, and you shall provide Quantic with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

8. INDEMNIFICATION

You shall indemnify and hold Quantic, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Quantic Party" and collectively, the "Quantic Parties") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Your Content, including any use of the Output by you; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules, or regulations. Quantic reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Quantic in asserting any available defenses. This provision does not require you to indemnify any of the Quantic Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Service. The provisions in this section will survive any termination of your Account, this Agreement, and/or your access to the Service.

9. DISCLAIMER OF WARRANTIES

9.1 As Is

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE QUANTIC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE OR YOUR CONTENT.

(a) THE QUANTIC PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICE OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE OUTPUT, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) FROM TIME TO TIME, QUANTIC MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED IN QUANTIC'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

9.2 No Liability for Conduct of Third Parties

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE QUANTIC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE QUANTIC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. QUANTIC MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

9.3 Artificial Intelligence

LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND QUANTIC DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE OR OUTPUT WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY OUTPUT COMPLIES WITH ALL APPLICABLE LAWS.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Certain Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE QUANTIC PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY QUANTIC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS OR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A QUANTIC PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A QUANTIC PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A QUANTIC PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

10.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE QUANTIC PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO QUANTIC BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A QUANTIC PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A QUANTIC PARTY'S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A QUANTIC PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

10.3 User Content

QUANTIC ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS.

10.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11. TERM AND TERMINATION

11.1 Term

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

11.2 Termination of Service by Quantic

If you have materially breached any provision of this Agreement, or if Quantic is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Quantic has the right to, immediately and without notice, suspend or terminate any Service provided to you. Quantic reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Quantic's sole discretion and that Quantic shall not be liable to you or any third party for any termination of your Account.

11.3 Termination by You

If you want to terminate this Agreement, you may do so by (i) notifying Quantic at any time and (ii) closing your Account. Your notice should be sent, in writing, to Quantic's address set forth below.

11.4 Effect of Termination

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Quantic will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

11.5 No Subsequent Registration

If this Agreement is terminated for cause by Quantic or if your Account or ability to access the Service is discontinued by Quantic due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you shall not attempt to re-register with or access the Service through use of a different username or otherwise.

12. INTERNATIONAL USERS

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Quantic intends to announce such service or Content in your country. The Service is controlled and offered by Quantic from its facilities in the United States of America. Quantic makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

13. ARBITRATION AGREEMENT

Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with Quantic and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

13.1 Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and Quantic agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) you and Quantic may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Quantic may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

13.2 Informal Dispute Resolution

There might be instances when a Dispute arises between you and Quantic. If that occurs, Quantic is committed to working with you to reach a reasonable resolution. You and Quantic agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and Quantic therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Quantic that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at Quantic Labs Inc. 2261 Market Street, PMB 22865, San Francisco, CA 94114. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

13.3 Waiver of Jury Trial

YOU AND QUANTIC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Quantic are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

13.4 Waiver of Class and Other Non-Individualized Relief

YOU AND QUANTIC AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 13.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Quantic agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Quantic from participating in a class-wide settlement of claims.

13.5 Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Quantic agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Quantic otherwise agree, or the Batch Arbitration process discussed in Section 13.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Quantic agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

13.6 Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 13.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

13.7 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 13.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 13.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 13.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 13.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 13.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

13.8 Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Quantic need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

13.9 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Quantic agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Quantic by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Quantic.

You and Quantic agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

13.10 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected] (or Quantic Labs Inc. 2261 Market Street, PMB 22865, San Francisco, CA 94114) , within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

13.11 Invalidity, Expiration

Except as provided in Section 13.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Quantic as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

13.12 Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if Quantic makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Quantic at [email protected] (or Quantic Labs Inc. 2261 Market Street, PMB 22865, San Francisco, CA 94114), your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Quantic will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

14. GENERAL PROVISIONS

14.1 Electronic Communications

The communications between you and Quantic may take place via electronic means, whether you visit the Service or send Quantic emails, or whether Quantic posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Quantic in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Quantic electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

14.2 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Quantic's prior written consent. Quantic may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.3 Force Majeure

Quantic shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.4 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Service, please contact us at: [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

14.5 Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

14.6 Agreement Updates

When changes are made, Quantic will make a new copy of these Terms of Use, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with a link to an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Quantic may require you to provide consent to the updated Agreement in a specified manner before further use of the Service. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

14.7 Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Quantic agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in San Francisco County, California.

14.8 Governing Law

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

14.9 Notice

Where Quantic requires that you provide an email address, you are responsible for providing Quantic with a valid and current email address. In the event that the email address you provide to Quantic is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Quantic's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Quantic at the following address: [email protected] (or Quantic Labs Inc. 2261 Market Street, PMB 22865, San Francisco, CA 94114). Such notice shall be deemed given when received by Quantic by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

14.10 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.11 Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

14.12 Export Control

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Quantic are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Quantic products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

14.13 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.