SPEECH QUEEN’S END USER LICENSE AGREEMENT
Effective Date: 08/01/21
PLEASE REMEMER THAT OUR VIDEO CONTENT IS LICENSED FOR YOUR LIMITED USE AND IS NOT SOLD TO YOU. SPEECH QUEEN, LLC, the provider, is located at 1630 S. Highland Ave., Los Angeles, CA 90019 (“SQ” or “We”). We reserve/s all rights not expressly granted to you. The products that are subject to this license are referred to in this limited license as all content (whether video, audio, print, digital, or otherwise), including without limitation Star Virtual™ online courses and Star Presence™™ online courses, all of which are collectively referred to in this agreement as the “Product”.
If you have any questions about this agreement, you can reach SQ at 1630 S. Highland Ave., Los Angeles, CA 90019; Attn. Legal. Email: [email protected].
This is a legal agreement between you and SQ. Please review this Speech Queen End User License Agreement (“Agreement”) carefully before installing, accessing or utilizing the Product you have just purchased. Please inquire about anything in this Agreement you do not understand. Please note that there may be a charge for the telephone call to the customer service center.
IMPORTANT NOTICE FOR OUR RESIDENTS IN THE UNITED STATES AND CANADA ONLY: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW. ALSO, PLEASE READ CAREFULLY: BY PURCHASING AND/OR OTHERWISE USING THIS PRODUCT, YOU HEREBY ACKNOWLEDGE, ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. SQ RESERVES THE RIGHT TO AMEND OR MODIFY THIS AGREEMENT AT ANY TIME, IN ANY MANNER, AT SQ’S SOLE DISCRETION AND WITHOUT INCURRING ANY LIABILITY. THIS AGREEMENT, AS AMENDED FROM TIME TO TIME, IS ALSO PUBLISHED ON OUR WEBSITE AT www. https://speechqueen.co/. YOU AGREE THAT YOUR CONTINUED USE OF THE PRODUCT AFTER SQ HAS PUBLISHED AN AMENDED VERSION OF THIS AGREEMENT CONSTITUTES ACCEPTANCE BY YOU OF THE AMENDMENTS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE PRODUCTS IN ANY MANNER. IF YOU REJECT THE TERMS OF THIS AGREEMENT WITHIN FIVE (5) DAYS AFTER YOUR PURCHASE OF THE PRODUCT FROM SQ, YOU MAY CONTACT SQ CUSTOMER SERVICE TO INQUIRE ABOUT A REFUND OF ALL OR A PORTION OF THE PURCHASE PRICE OF THAT PRODUCT, SUBJECT TO AVAILABILITY AND AT SQ’S SOLE DISCRETION. YOUR REMEDY FOR DISSATISFACTION WITH THE PRODUCT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE BY OR THROUGH SQ, IS TO STOP USING SUCH PRODUCT, MATERIALS, OR INFORMATION. THIS AGREEMENT BETWEEN YOU AND SQ BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS SET FORTH IN THIS AGREEMENT, DO NOT STREAM, ACCESS, OR USE THE PRODUCT, AND SQ SHALL NOT GRANT, OR BE DEEMED TO GRANT, TO YOU THE LICENSE TO USE THE PRODUCTS.
NO CANCELLATION RIGHTS: DIGITAL CONTENT
FOR ANY LICENSING OF DIGITAL CONTENT, YOU AGREE THAT SQ MAKES THE PRODUCT AVAILABLE TO YOU FOR USE WITHIN A SHORT TIME AFTER WE HAVE ACCEPTED YOUR ORDER. YOUR USE OF THE PRODUCT IS LIMITED TO THE TIME AND FREQENCY ALLOWED UNDER THE TERMS OF YOUR LICENSE ONCE MADE AVAILABLE, AS FAR AS PERMITTED BY LAW, YOU WILL HAVE NO RIGHT TO CANCEL YOUR ORDER OR TO A "COOLING OFF PERIOD" AND YOU CANNOT OBTAIN A REFUND UNLESS OTHERWISE EXPRESSLY STATED IN YOUR LICENSE.
- YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS
The Product is offered subject to your compliance with all of the terms and conditions contained herein and all other operating rules, policies and procedures. In addition, some applications offered through or in connection with the Product may be subject to additional terms and conditions published by SQ from time to time. Any material modifications to this Agreement will also be brought to your attention by posting on our website. Such material modifications will be effective immediately and will apply to disputes arising under the Agreement from the date of posting forward. Your continued use of the Product after a modification has been made to the Agreement constitutes your acceptance of such modification.
Local laws in your respective jurisdiction may require that you are of a certain age in order to enter into certain legally binding arrangements such as the terms of this Agreement. In the event that you are under the required age, you may not continue to use the Product, unless your parent or legal guardian has reviewed and agreed to these terms. Local laws may also require that children under a certain age are supervised during their use of the Product. By using the Product, you warrant that you are old enough to use the Product without supervision and accept responsibility for all unauthorized use of the Product by persons under the required age. If you are under the required age, your parent or legal guardian warrants that they are supervising and monitoring your use of the Product at all times.
- YOUR LIMITED USE LICENSE
Subject to your compliance with the terms and conditions of the Agreement, SQ hereby grants you a non-exclusive, non-transferable, limited, fully revocable right and license to access and use the Product solely and exclusively for your personal and non-commercial use. This Agreement shall also apply to any patches, updates or upgrades you may obtain for any of the Products. IN ACCORDANCE WITH AND WITHOUT LIMITATION TO THE PROVISIONS OR PROTECTIONS SET FORTH HEREIN, DUPLICATION, COPYING OR ANY FORM OF REPRODUCTION OF THE PRODUCT OR RELATED INFORMATION OR MATERIALS TO ANY OTHER SERVER OR LOCATION FOR THE PURPOSES OF ANY OTHER FORM OF REPRODUCTION OR ANY FORM OF DISTRIBUTION IS EXPRESSLY AND EXPLICITLY PROHIBITED, except where permitted by law. All rights not specifically granted under this Agreement are hereby reserved by SQ and, as applicable, by its licensors.
You may not cause or permit the sale or other commercial distribution or commercial exploitation (e.g., by renting, licensing, sublicensing, leasing, disseminating, uploading, downloading, transmitting, whether on a pay-per-play basis or otherwise) of the Product (or any part thereof), without the express prior written consent of an authorized representative of SQ.
- YOU HAVE NO RIGHT TO OWNERSHIP
YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE PRODUCT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH RIGHTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF SQ. Except as expressly licensed to you herein, all right, title, and interest in and to the Product and any and all associated copyrights, trademarks and intellectual properties therein and/or related thereto and all copies thereof are owned by SQ or SQ’s licensors.
The Product is protected by United States copyright laws, international copyright treaties and conventions, and other laws. All rights are reserved. The Product contains certain licensed materials, and SQ may protect it rights in the event of any violation of this Agreement.
The limited license granted to you under this Agreement does not give you any title or ownership in the Product and should not be construed as a sale or transfer of any intellectual property rights in or relating to the Product.
- NO SALE, TRANSFER, OR ASSIGNMENT BY YOU
SQ does not recognize the transfer of the Product by you to any other party. Therefore, you may not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations under this Agreement, either in whole or in part, without the prior written consent of SQ. Any attempt to do so shall be void and of no effect.
- SHUTDOWN OF ONLINE SERVICES
SQ reserves the right to stop offering or supporting online services (if any) related to the Product at any time. If this happens, any related account or data you have may be terminated and you may lose your ability to access some or all portions of the Product. SQ shall not be required to provide refunds, benefits, or other compensation in connection with discontinuing such online services.
- LICENSE CONDITIONS
You agree to only use the Product, or any part of it, in a manner that is consistent with this Agreement, and you SHALL NOT:
(a) exploit the Product or any of its parts commercially, including, but not limited to, at a cyber (Internet) café or any other location-based site;
(b) use the Product or permit the use of the Product, on more than one computer, mobile device, handheld device or other platform at the same time, unless expressly authorized by SQ;
(c) use the Product, or permit use of such Product, or make the Product available for use in a network, multi-user arrangement, remote access arrangement, including where it could be displayed by multiple users;
(d) sell, rent, lease, license, or otherwise transfer any aspect or function of this Product or any copies;
(e) reverse engineer, derive source code, modify, decompile, disassemble, copy, or create derivative works of the Product, in whole or in part, except where permitted by law;
(f) remove, disable or circumvent any security protections, proprietary notices or labels contained on or within the Product;
(g) export or re-export the Product or any copy or adaptation in violation of any applicable laws or regulations;
(h) create data or executable programs which mimic data or functionality in the Product.
If you commit any breach of this Agreement, your right to use the Product under this Agreement shall automatically and immediately terminate, without notice. Your breach of this Section shall constitute a material breach of this Agreement and/or of applicable copyright and other intellectual property rights laws and treaties and may subject you to civil and criminal liability.
Furthermore, you agree that you shall abide by any safety information, maintenance instructions or other relevant notices or other documentation accompanying or otherwise provided in connection with the Product, including on our website.
- OUR DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SQ HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PRODUCT WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE PRODUCT WILL BE INTEROPERABLE OR COMPATABILE WITH OTHER SOFTWARE, OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE EFFECTIVE, ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SQ OR ITS AUTHORISED REPRESENTATIVE(S) SHALL CREATE A WARRANTY.
AT SOME POINT IN THE FUTURE THE PRODUCT MAY GO OUT OF DATE, AND SQ MAKES NO COMMITMENT TO UPDATE SUCH PRODUCT. THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF THE PRODUCT, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. THE USE OF THE PRODUCT OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OR IN CONNECTION WITH PRODUCT IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SQ MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE PRODUCT, INFORMATION AND/OR RELATED GRAPHICS PUBLISHED AS PART OF THE PRODUCT FOR ANY PURPOSE. THE PRODUCT, INFORMATION AND RELATED GRAPHICS PUBLISHED AS PART OF THE PRODUCT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU UNDERSTAND AND AGREE THAT TEMPORARY INTERRUPTIONS OF THE PRODUCT MAY OCCUR AS NORMAL EVENTS. YOU FURTHER UNDERSTAND AND AGREE THAT WE HAVE NO CONTROL OVER THIRD PARTY NETWORKS YOU MAY ACCESS IN THE COURSE OF THE USE OF THE PRODUCT, AND THEREFORE, DELAYS AND DISRUPTION OF OTHER NETWORK TRANSMISSIONS ARE COMPLETELY BEYOND SQ'S CONTROL.
YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SQ IS TO STOP USING THE PRODUCT. IN NO CASE SHALL ANY LIABILITY OF SQ TO YOU EXCEED THE AMOUNT THAT YOU PAID TO SQ OR ITS AFFILIATES AND/OR DESIGNEES FOR THE APPLICABLE PRODUCT GIVING RISE TO ANY SUCH LIABILITY. IN NO EVENT SHALL SQ OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF SQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND/OR PERSONAL INJURY, DEATH, FRAUD AND/OR CERTAIN IMPLIED WARRANTIES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF SQ AND THE SQ PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Upon a request by SQ, you agree to defend, indemnify, and hold SQ and its affiliates harmless from all liabilities, claims, losses, costs and expenses, including attorneys’ fees, that arise from (a) your use of, or activities in connection with, the Product; (b) any violation of the Agreement by you; or (c) any allegation that any act or omission by you infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. SQ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with SQ in asserting any available defenses.
- INTERNATIONAL USE
Although the Product may be accessible worldwide, we make no representation that the Product or related materials are appropriate or available for use in your location, and the Product may not be accessed from territories where the content is prohibited by local laws. Those who choose to access the Product from such locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Any offer and/or information made in connection with the Product is void where prohibited. Without limiting the foregoing, the Product may not be used (a) in (or by a national resident of) any U.S. embargoed countries or (b) by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By accessing and using the Products, you represent and warrant that you are not located in, under control of, or a national resident of, any such country or on any such list.
- TERMINATION AND SURVIVABILITY OF TERMS
The Agreement set forth herein continues to remain in full force and effect until such time as terminated by either party. You agree and acknowledge that you are not entitled to any refund for any amounts which were paid to SQ prior to any termination. You retain full discretion to discontinue use of the Product at any time, pursuant to the terms of this Agreement. Without prejudice to any other rights of SQ, this Agreement shall terminate automatically if you fail to comply with its terms and conditions. Upon termination, you must destroy all copies of the Product.
Because SQ would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that SQ shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under applicable law.
- DATA PROTECTION NOTIFICATION
YOU ACKNOWLEDGE THAT SQ MAY, SUBJECT TO AND IN ACCORDANCE WITH APPLICABLE LAW, (a) PROCESS PERSONAL DATA RELATING TO YOU AS PART OF YOUR USE OF THE PRODUCT AND (b) DISCLOSE OR TRANSFER SUCH PERSONAL DATA TO OTHER PERSONNEL OR ENTITIES WITHIN SQ, OR ANY OTHER PERSONS AS MAY BE REASONABLY NECESSARY, AND AS OTHERWISE REQUIRED OR PERMITTED BY LAW. IN LIMITED CASES WHERE CONSENT IS APPROPRIATE TO AND SOUGHT FOR SPECIFIC PROCESSING, A SEPARATE CONSENT NOTICE WILL APPLY.
- TECHNICAL PROTECTION MEASURES
This Product may be protected by anti-cheat/hacking software and/or anti-tampering technology (collectively, “Anti-Tamper Technology”). You hereby acknowledge and agree to the following regarding such software and technology:
the installation of the Product may cause the Anti-Tamper Technology to be installed on your device;
the Anti-Tamper Technology may limit the number of installations of the Product;
the Anti-Tamper Technology may install on your device additional components required for copy protection;
during the installation and/or the first launch of the Product, an online connection may be required to activate the Product and the Anti-Tamper Technology; and
certain files of the Anti-Tamper Technology may remain even after the Product is uninstalled from your device.
In no event shall SQ be liable to you in connection with the components that may be installed on your device relating to the Anti-Tamper Technology.
If you disable or otherwise tamper with the Anti-Tamper Technology, the Product may not operate properly and you are in material breach of this Agreement.
- FOR RESIDENTS IN THE UNITED STATES AND CANADA – BINDING ARBITRATION AND CLASS ACTION WAIVER
This Section applies to you if reside in or acquired and use the Product in the United States or Canada.
Binding Arbitration: You and SQ (each a “party” for purposes of this Section, and collectively “the parties”) agree that all claims arising out of or relating in any way to this Agreement (including its interpretation, formation, performance, and breach), our relationship with each other, or your use of the Product shall be finally settled solely by binding arbitration unless the claim is within the exceptions described below. THIS AGREEMENT MEANS THAT YOU AND SQ AGREE TO NOT HAVE SUCH CLAIMS RESOLVED IN A TRIAL BY A JUDGE OR JURY. This agreement applies to all kinds of claims, including legal, equitable, or statutory claims, under any legal theory. It also applies even after you stop using or delete, destroy, or otherwise no longer possess the Product. If you or SQ brings a claim in court that is subject to arbitration under this section, either party can ask the court to order the parties to resolve the claim by arbitration. The arbitrator, and not a court, shall have the exclusive authority to decide whether any portion of this section is valid or enforcement, or whether it applies to a claim.
An arbitration proceeding shall be held before a neutral arbitrator and not a judge or a jury, so you and SQ agree to give up the right to a trial before a judge or jury. An arbitration proceeding has different rules than a lawsuit in a court. For example, arbitration is less formal and usually provides for more limited information sharing between the parties in the process called discovery. After the arbitrator decides the outcome, that decision will be final and you or SQ will generally not be able to change the outcome in a court.
This arbitration provision is made pursuant to a transaction involving interstate commerce, and the U.S. Federal Arbitration Act (the “FAA”) shall apply to the interpretation, applicability, enforceability, and formation of this Agreement notwithstanding any other choice of law provision contained in this Agreement.
You and SQ agree that the arbitration will be administered by JAMS, or such other body chosen by us in our sole discretion, in accordance with the provisions of its Comprehensive Arbitration Rules or Streamlined Arbitrations Rules (or those of the other body), as appropriate, excluding any rules or procedures governing or permitting class actions. But if there is a conflict between this Agreement and the JAMS or other body’s rules, then we will follow this Agreement. The JAMS Rules governing the arbitration may be accessed at http://www.jamsadr.com/ or by calling JAMS at (800) 352-5267. Your arbitration fees and your share of arbitrator compensation shall be governed by the JAMS Comprehensive Arbitration Rules, but shall not incorporate the JAMS Class Action Procedures, and to the extent applicable, the Consumer Minimum Standards, including the then-current limit on arbitration filing fees. The parties understand that, in some instances, the costs of arbitration could exceed the costs of litigation. Each party will pay its own attorneys’ fees and costs unless the claims allow for to the prevailing party to recover attorneys’ fees and costs, in which case the arbitrator may award them under the applicable law. If either party unsuccessfully challenges the validity of the arbitrator’s decision or award through a subsequent court case, the unsuccessful party shall pay the opposing party’s costs and attorneys’ fees associated with the challenge.
Location: The arbitration will take place in Los Angeles County, California. You and SQ agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that any arbitration or court proceeding shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. As a result:
YOU CANNOT BRING A CLAIM AGAINST SQ AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION OR ANY OTHER COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
AN ARBITRATOR CANNOT COMBINE YOUR CLAIMS AGAINST SQ WITH ANY OTHER PERSON’S CLAIMS AGAINST SQ INTO A SINGLE CASE.
If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the application section(s) hereof shall be deemed null and void in its (their) entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.
Exceptions to Agreement to Arbitrate: We agree that we each will still have the right to go to court to resolve the following claims:
Claims about SQ’s intellectual property (for example, trademarks, trade dress, domain names, trade secrets, copyrights, or patents).
Claims related to piracy or tortious interference.
Claims that are not subject to an arbitration agreement as a matter of law and are not preempted by federal law that would allow for an agreement to arbitrate.
Claims in small claims court.
Any dispute not subject to arbitration under these exceptions shall be resolved by a court of competent jurisdiction in Los Angeles, California, and further subject to the venue requirements described in Section 20.
30 Day Right to Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this Agreement by sending written notice of your decision to opt-out to the following address: SQ, 1630 S. Highland Ave., Los Angeles, CA 90019; Attn. Legal Department. The notice must include the following information:
Your full name.
The name of Product you licensed and the date you licensed it and you first accessed or used the Product.
All usernames or identifiers you use to access or use the Product, if any.
The notice must be sent within 30 days of the earliest of your first licensing or using the Product; otherwise you shall be bound to arbitrate disputes in accordance with this section. If you opt-out of these arbitration provisions, SQ also will not be bound by them.
This Agreement represents the complete agreement between you and SQ concerning the Product and supersedes all prior agreements and representations, warranties or understandings between you and SQ (whether negligently or innocently made but excluding those made fraudulently), regarding the same subject matter.
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any failure by us to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision.
SQ may assign this Agreement, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement without SQ’s express prior written consent.
SQ’s performance of the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement is in derogation of SQ’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Product or information provided to or gathered by SQ with respect to such use. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Product arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, denial of service attack, internet outages, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Nothing in this Agreement gives or claims to give to any third party any benefit or right to enforce any term of this Agreement.
The parties agree that all correspondence relating to this Agreement shall be written in the English language.
Applicable Law: Any dispute arising out of or related to this Agreement shall be governed in all respects by the laws of the State of California of the United States of America without regard to conflict of law provisions. If you are a resident of the United States or Canada, the United States Federal Arbitration Act governs the interpretation and enforcement of the agreement to arbitrate and class action waiver provisions herein.
Venue for Disputes Not Subject to Arbitration: Any dispute not subject to arbitration under this Agreement must be resolved exclusively in either the Superior Court of the State of California for Los Angeles County or the United States District Court for the Central District of California at Los Angeles.
UNLESS OTHERWISE NOTED, THE EXAMPLE COMPANIES, ORGANISATIONS, PRODUCTS, PEOPLE AND EVENTS DEPICTED IN THE PRODUCT ARE FICTITIOUS AND NO ASSOCIATION WITH ANY REAL COMPANY, ORGANISATION, PRODUCT, PERSON OR EVENT IS INTENDED OR SHOULD BE INFERRED.
BY CONTINUING TO USE THE PRODUCT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREE THAT YOUR USE OF THE PRODUCT IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY THE AGREEMENT.