IMPORTANT: THE TERMS OF THIS AGREEMENT CONTAIN PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN YOU AND THE COMPANY, INCLUDING THE REQUIREMENT THAT YOU RESOLVE ANY DISPUTES YOU HAVE WITH US THROUGH FINAL AND BINDING ARBITRATION. PLEASE SEE THE DISPUTES CLAUSE IN SECTION 11 BELOW FOR MORE INFORMATION. THERE ARE ALSO IMPORTANT PROVISIONS IN SECTION 10 REGARDING YOUR INDEMNIFICATION OBLIGATIONS AND THE RELEASE OF SOME OF YOUR RIGHTS UNDER THIS AGREEMENT.
Additional Terms Applicable to Your Use of the Services
Your use of the Services may be subject to any additional terms, guidelines, or rules which shall be posted from time to time on the Services in connection with a particular feature, functionality, promotion or other offering of ours. All such additional terms, guidelines, and rules are hereby fully incorporated by reference into this Agreement.
Under certain circumstances, you may access Services at the invitation of, and in connection with, an event with a third-party who has licensed the Services (an “Third-Party Event”). Such Third-Party Event, and your participation in it, may be subject to additional terms and requirements (“Event Agreement”). Any Event Agreement is entered into by and between you and the applicable third party. SQQ is not a party to the Event Agreement.
Video of You; Video of Children; Video of Other Users
- Video of You; We may record video of you and your image, name, likeness, and voice (the “Persona”) during a Third Party Event, and provide such video (the “Event Video”) to the third-party who is hosting a Third-Party Event (the “Third-Party"). You hereby agree that the Third-Party and Company may utilize the Event Video and your Persona, and through your use of the Services, including without limitation your participation in the Event Video, you grant each of the Third Party and the Company the irrevocable, perpetual, non-exclusive, transferable, fully-paid, royalty-free, worldwide right and license to use, copy, public perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute the Event Video and your Persona in any media now known or later created for any purpose, including without limitation on social media, advertising, and marketing platforms.
- Video of Children; Children eighteen (18) or younger are not permitted to use the Services without the prior consent of their parent or legal guardian. If you are the parent or legal guardian of a child under the age of eighteen (18) years using the Services, including without limitation allowing such child to participate in the Third Party Event and be recorded in any Event Videos, you hereby consent to the recording of the child’s Persona and use of such Persona in the applicable Event Videos and grant Third Party and Company irrevocable, perpetual, non-exclusive, transferable, fully-paid, royalty-free, worldwide right and license to use, copy, public perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute the Event Video and the child’s Persona in any media now known or later created for any purpose, including without limitation on social media, advertising, and marketing platforms.
- Video of Other Users; You may not video, photograph, record, or otherwise capture video or any other content made available to you through the Services, including without limitation the Persona of another user or third party. Any recording of Personas or other exploitation or use of Personas in any manner, including without limitation in advertising, marketing, social media or any other forum without the express written consent of the person whose Persona is captured, is strictly prohibited.
Disclaimers, Limitations of Liability, and Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; (II) DAMAGES FOR LOSS OF PROFITS OR GOODWILL; (III) DAMAGES FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR PERSONAL INJURY, OR FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; AND (IV) ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER THE LAWS OF SOME STATES, LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATIONS OF SOME KINDS OF DAMAGES ARE NOT PERMITTED. IF THESE LAWS APPLY TO YOU, THE ABOVE DISCLAIMER AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR CORRESPOND TO ANY CONDITION, (III) RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF THE SERVICES OR RESULTS ACHIEVED THROUGH ANY OF THEM, WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR SERVICES, OR TWENTY U.S. DOLLARS ($20).
COMPANY DOES NOT WARRANT THAT THE SERVICES ARE APPROPRIATE FOR EVERYONE, OR THAT THEY MEET YOUR PARTICULAR NEEDS. Company does not guarantee that information or content provided through the Services is accurate, complete, or up-to-date. You agree and acknowledge that Company is not responsible for verifying or guaranteeing information or content provided by third parties through the Services. You agree and acknowledge that you will not attempt to hold us or our affiliates, parents, subsidiaries, vendors, employees, owners, officers, directors, managers, principals, or agents liable for any inaccuracies or incomplete information.
Subject to your compliance with the terms of this Agreement, you may access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control. All materials contained on, in, or available through the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated in this Agreement. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors. The Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. Unless expressly granted herein, all rights in and to the Content is reserved to us and our third-party contributors.
All intellectual property rights associated with vendor services referenced on or offered through the Services are owned by the respective entities offering such services (collectively, “Third Parties”). As between you and Company, Company owns all intellectual property rights, including all copyrights, patents, trademarks, and trade dress associated with the Services, including all associated software, logos, text, and graphics. You agree not to use any Third Parties’ intellectual property or any Company intellectual property without prior written permission from such Third Parties or Company, as applicable. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Site so long as such link is not related to any portrayal of Company or the Services in any false, misleading, derogatory, or otherwise offensive manner.
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY CONTENT OF SQQ OR ANY THIRD PARTY AVAILABLE THROUGH THE SERVICES AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH CONTENT.
The Services may allow you to post or may gather from you text, photos, videos, emails, mobile phone numbers, information and other material (“User Content”). You are responsible for your User Content, including its accuracy, legality, reliability, and appropriateness.
By posting User Content on or through the Services, you represent and warrant that:
- you own the User Content and have the right to use the User Content and the right to grant us the rights and license as provided in this Agreement, and
- the posting of User Content on or through the Services does not violate the privacy rights, publicity rights, contract rights, intellectual property rights or any other rights of any person.
- the posting of User Content does not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy, or violates any law or regulation.
- the User Content is not defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening, harassing, or contains hate speech, is not obscene or contains pornography, or
- does not contain and false, inaccurate, or misleading statements or information
- does not contain any computer programming routines such as viruses, Trojan horses, time bombs, or other malicious code or programs that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.
You understand and agree that we do not verify or vouch for any User Content and if we determine in our sole discretion that any User Content is inaccurate, was posted or uploaded without authorization, or otherwise does or may violate the terms of this Agreement or applicable laws, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable user's right to use the Services; and/or (c) use any technological, legal, operational, or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating the applicable user's registration.
By posting User Content using the Services, you grant us the irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide right and license to use, copy, public perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute User Content for any purpose on and in connection with the Services, including in marketing and promotion of the Services and other businesses with which we have a commercial relationship. This license includes the right for us to make User Content available to other users of the Services, who may also use User Content subject to this Agreement.
Comments, Feedbacks and Suggestions
You acknowledge that any comments, feedback, suggestions, ideas, pictures, video etc. (collectively, “Feedback”) disclosed, submitted or offered to Company, shall remain the exclusive property of Company and may be used by Company in any medium and for any purpose without obtaining your specific consent. Company is not under any obligation to maintain your name or Feedback in confidence or to pay to you any compensation for any Feedback submitted, or to respond to any of your Feedback. You agree that you will be solely responsible for the content of any Feedback you make.
LINKS IN THE SERVICES MAY LET YOU LEAVE THE SERVICES. SUCH THIRD-PARTY SITES ARE NOT CONTROLLED OR OPERATED BY COMPANY AND COMPANY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY SUCH SITE, OR ANY LINK CONTAINED IN SUCH SITE, OR ANY FORM OF TRANSMISSION RECEIVED FROM ANY SUCH SITE. LINKING DOES NOT IMPLY ENDORSEMENT BY COMPANY OF ANY SITE. Company is not responsible or liable in any way for, and makes no representations or warranties about, the privacy, security, data policies, practices, quality, accuracy, timeliness, reliability of any third-party sites or their content, advertisements, functionality, and links.
We currently use third party subprocessors to provide infrastructure services and to provide customer support.
|Cloud Service Provider
|Video Service Provider
|Cloud-based Customer Support Services
|Survey Service Provider
|File Conversion Service Provider
Changes; Service Updates and Limitations
The Services change frequently, and their form and functionality may change without prior written notice to you. We may provide updates (including automatic updates) for certain Services at our discretion, including without limitation upgrades, modifications, patches, error corrections and patches. Updates may also include removal or addition of certain features or functionalities of the Services. Certain portions may not operate properly if you do not install the updates.
You acknowledge and agree that the Services may not operate properly if you do not install the updates and you expressly consent to automatic updates. You also agree that the terms of this Agreement will apply to all updates.
We have no obligation to provide updates or to continue to provide or enable any particular features or functionality of any portion of the Services. We reserve the right to impose limits on certain Services or restrict your access to all or part of the Services without notice or liability.
Representations & Warranties
You represent and warrant that:
- you are 16 years of age or older,
- you are fully able, competent, and authorized to enter into this binding Agreement,
- you will abide by and comply with this Agreement, and your access and use of the Site/Services are for your personal use,
- your access and use of the Site/Services shall comply with all applicable laws, rules, and regulations, and not violate any intellectual property rights or other rights of any party,
- you will not post, upload, link, or transmit to the Site/Services any content or information that is false or inaccurate, or any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment,
- you will not frame or apply framing techniques to the Site/Services,
- you will not use data mining, robots, or similar data gathering and extraction tools on the Site/Services,
- you will not reverse engineer, decompile, disassemble, revise, modify, or violate the security of this Site/Services or attempt to do so,
- you will not use, copy, modify, create derivative works of, distribute, sell, deliver or otherwise transfer, directly or indirectly, any part or content of this Site/Services unless expressly permitted in writing in advance by Company,
Company will not be liable for non-performance or delay in performance caused by any event beyond the reasonable control of Company, including, but not limited to, war, hostilities, revolutions, riots, civil commotion, terrorist activity or threat, national or state emergency, epidemic, pandemic, fire, flood, earthquake, force of nature, explosion, embargo, any act of God, or any other event of a similar nature.
Indemnification and Release
You hereby agree to indemnify and hold harmless, and upon Company’s request, defend, Company and its owners, employees, managers, officers, directors, parents, subsidiaries, affiliates, members, representatives, agents, successors, and assigns from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding made by a third party arising from: (i) actual or alleged breach of any warranty, representation, covenant, or obligation of yours under this Agreement or applicable law, including but not limited to your agreements, acceptance, representations, and warranties set forth above; or (ii) actual or alleged infringement or violation by you of any intellectual property or privacy or other right of any other. Company shall have the right, at its expense, to participate in its defense with counsel of its choosing.
You hereby expressly and perpetually release Company and its owners, employees, managers, officers, directors, parents, subsidiaries, affiliates, members, representatives, agents, successors, and assigns (collectively, “Releasees”), from any and all claims of any kind related to or arising out of access, attempted access, or use of the Site/Services, including but not limited to any injury, loss, or damage arising out of or attributable to such access, attempted access, or use of the Site/Services. You expressly and perpetually waive, and covenant not to make or bring, any such claim against Company or any other Releasee, and forever release and discharge Company and all other Releasees from liability under such claims.
Dispute Resolution/Applicable Law
This Agreement and the relationship between you and Company shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Any dispute arising in connection with this Agreement or the Services shall be submitted to arbitration conducted in New York, New York, by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Commercial Arbitration Rules (as applicable). Three arbitrators will be selected for the proceeding: one selected by you, one selected by Company, and one selected by those two arbitrators within seven (7) days of the appointment of the first two. The arbitrators will decide the substance of all claims in accordance with applicable law. The arbitrators’ award shall be final and binding and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, subject to the limitation of liability herein.
To the extent permitted by law, you agree that you will not bring, join, or participate in any class action lawsuit as to any claim or dispute you may have against Company and/or its owners, employees, managers, officers, directors, parents, subsidiaries, affiliates, members, representatives, agents, successors, and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or remove you as a participant in the suit. You agree to pay the attorneys’ fees and costs that Company incurs in seeking such relief. This Agreement does not constitute a waiver of any of your rights and remedies to pursue a claim individually. This provision preventing you from bringing, joining, or participating in class action lawsuits is an independent agreement.
Except as explicitly stated otherwise, any notices to Company shall be sent by overnight courier or certified mail, return receipt requested, to SQQ, LLC, 2388 28th Street, Astoria, NY 11105, Attn: Legal.
This Agreement along with any additional terms, policies, rules, or regulations posted on the Services constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
We may update or amend the terms of this Agreement from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing this Agreement. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amendments to this Agreement.
You may not assign or transfer your rights or obligations under this Agreement, in whole or in part. Company may assign or transfer its rights and obligations under this Agreement. This Agreement shall inure to the benefit of and be binding upon the respective heirs, successors, and permitted assigns of you and Company.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be curtailed only to the extent necessary to bring it within legal and enforceable requirements and all other provisions of this Agreement shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect the meaning of any provisions of this Agreement.
Without limiting other remedies, Company may issue a warning, temporarily suspend, indefinitely suspend, or terminate your access and/or use of the Services if: (i) you breach this Agreement or the documents it incorporates by reference, or breach any other agreement between you and Company; (ii) we are unable to verify or authenticate information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us, or other users. Company has no obligation to monitor the Services, but Company reserves the right to review content, including User Content, provided through the Services and to remove any content in Company’s sole discretion. Company reserves the right to refuse, suspend, or terminate access to the Services to anyone for any reason at Company’s sole discretion, with or without notice, and we shall have no liability or responsibility to you if we do so. This includes without limitation the right to refuse service, terminate accounts, remove or edit User Content and Content and/or cancel orders in our sole discretion.
No action, regardless of form, which arises from or is related in any way whatsoever to this Agreement, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to email@example.com.
If you have any questions regarding this Agreement or the Services, please contact us at firstname.lastname@example.org.