THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
- DESCRIPTION AND USE OF THE NETWORK
The Qri Network allows users to share datasets with one another and to collaborate with other users to transform, analyze, aggregate, or otherwise use such datasets. The Network is an open-source, decentralized, peer-to-peer application, and the most of the data that is input by users is not stored by Qri. By using the Qri Network you agree to use official Qri releases only.
- USER CONTENT; LICENSES
The Network allows you to add datasets and associated materials such as metadata, comments, queries, logos, charts, and graphs to the Network (collectively, “User Content”). User Content may also include newly created datasets derived from the User Content (derivative datasets) including, without limitation, reports, models, forecasts, or other results derived from your and other users’ collaborations. You expressly acknowledge and agree that once you add your User Content to the Network, there is no confidentiality or privacy with respect to such User Content unless you make such User Content private, in which case only you and those specific users who you invite to view your User Content will be able to see your User Content. You can adjust your privacy settings on the Network at any time. YOU, AND NOT QRI, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE NETWORK.
Each addition of User Content to the Network constitutes a representation and warranty to Qri that such User Content is your original creation (or that you otherwise have the right and license to provide the User Content), and that you have all rights necessary to share the User Content with Qri and other users of the Network. You shall retain all copyrights and other intellectual property rights in and to your own User Content. Each time you add User Content to the Network, you will be required to select an appropriate license from a drop-down menu, which license shall contain all terms and conditions that other users of the Network must follow when accessing and using your User Content (each, a “Content License”). It is your responsibility to ensure that the Content License you are selecting is permitted by any upstream license to the User Content that you may have (i.e., if you are a licensee of User Content that you add to the Network, you must ensure that person or entity that has licensed such User Content to you (i) permits you to disclose it on the Network, and (ii) permits you to sublicense it to other users of the Network for use set forth in the Content License that you select). You, and not Qri, are solely responsible for ensuring that all users who have accessed and/or used your User Data are in compliance with your Content Licenses.
By adding User Content, you hereby grant Qri and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual right and license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. By adding User Content, you represent and warrant to Qri that you have the right to grant the license set forth in the immediately preceding sentence, and that the User Content, and its use by Qri and other users as permitted by this Agreement, does not and will not infringe or misappropriate the intellectual property or moral rights of any person, or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
- COMMUNITY GUIDELINES
Qri is a unique dataset sharing, integration, and aggregation application. Our community, like any community, functions best when our users follow a few simple rules. By accessing the Network, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
• You will not access or use any other user’s User Content in any manner that violates the terms of the Content License applicable to such User Content;
• You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
o infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or o discloses any personally identifiable information (PII) or any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information; or o is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity);
• Your User Content is true, accurate, current, and complete at the time you post it to the Network;
• You will comply with all applicable laws in your use of the Network, and will not use the Network for any unlawful purpose;
• You will not access or use the Network to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not add, post, or share any knowingly false or “hoax” data;
• You will not interfere with, or attempt to interrupt the proper operation of the Network through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below) or passwords related to the Network through hacking, password or data mining, or any other means;
• You will not decompile, reverse engineer, or disassemble any closed source software or other products or processes accessible through the Network;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Network;
• You will not use any robot, spider, scraper, or other automated means to access the Network for any purpose without our express written permission;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
• If you find something that violates our Community Guidelines, please let us know, and we will review it.
The Network is available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Network only with the consent of your parent or guardian.
We reserve the right, in our sole and absolute discretion, to deny you access to the Network, or any portion of the Network, including by closing or disconnecting your account, for any reason or no reason, without notice.
- USER NAME; PASSWORD; UNIQUE IDENTIFIERS
Visitors to the Website are free to view the Website and Network and any publicly available Content thereon, however, your access and ability to use Content or share User Content will be limited. If you want unrestricted access to the Network and its functionalities, you will need to become a member by creating an account on the Network, with a user name (“User Name”) and password (“Password”), and by providing certain additional information that will assist in authenticating your identity when you logs-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each User Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your User Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Network using one or more of them. You will promptly inform us of any need to deactivate a Password or User Name, or change any Unique Identifier. We reserve the right to delete or change your Password, User Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
- INTELLECTUAL PROPERTY
The Network and Website are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Qri and our licensors exclusively own all right, title, and interest in and to the Network and the Website, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Network or the Website.
In addition to User Content that is contributed by users, the Network and Website contain materials provided by or on behalf of Qri (the “Qri Content”). The Qri Content may be owned by us or third parties. The Qri Content is protected under both United States and foreign laws. Unauthorized use of the Qri Content may violate copyright, trademark, and other laws. The User Content and Qri Content is sometimes collectively referred to herein as “Content.”
You may view all Qri Content for your own personal, non-commercial use. No other use is permitted without the prior written consent of Qri. Qri and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Qri Content. You must retain all copyright and other proprietary notices contained in any original Content. You may not sell, transfer, assign, license, sublicense, or modify any Qri Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use any Qri Content in any way for any public or commercial purpose. Your use of all User Content belonging to or added by other users is at all times subject to the applicable Content License.
If you violate any part of this Agreement, your permission to access the Content, the Website, and the Network automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Qri (the “Qri Trademarks”) used and displayed on the Network and Website are registered and unregistered trademarks or service marks of Qri. Other company, product, and service names located on the Network and Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Qri Trademarks, the “Trademarks”). Nothing on the Network or Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Qri Trademarks inures to our benefit.
Elements of the Network and Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Qri Content may be retransmitted without our prior written consent in each instance.
- COMMUNICATIONS WITH AND SUBMISSIONS TO US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
- NO WARRANTIES; LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT QRI DOES NOT REPRESENT OR WARRANT THAT THE CONTENT, INCLUDING ANY USER CONTENT, OR ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE NETWORK OR THE WEBSITE WILL BE ACCURATE OR COMPLETE.
YOU ACKNOWLEDGE THAT THE NETWORK AND THE WEBSITE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE NETWORK, THE WEBSITE, AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE NETWORK OR WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE NETWORK, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE NETWORK OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE NETWORK, OR THE CONTENT (INCLUDING ANY USER CONTENT) SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
- EXTERNAL SITES
The Network and Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
- REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION
(a) You hereby represent, warrant, and covenant that:
• You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
• Your User Content is true, accurate, current, and complete at the time of addition;
• Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
• You shall not add to the Network any User Content that violates our Community Guidelines set forth above or any other term of this Agreement.
(b) You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, the Network, or the Website; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
- COMPLIANCE WITH APPLICABLE LAWS
The Network is a decentralized, peer-to-peer technology, based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Network or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
- MODIFICATION OF THE NETWORK; TERMINATION OF THE AGREEMENT
We may change or discontinue any of our services or portions of the Network or the Website with or without notice. We do not promise to store or keep showing any User Content that you have posted. Qri is not a storage service, and most of the datasets added to the Network are not stored by Qri. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, including, without limitation, User Content, except to the extent required by applicable law.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Network, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Network at any time without prior notice or liability. Sections 2, 6, 8, and 10-19 shall survive the termination of this Agreement.
- DIGITAL MILLENNIUM COPYRIGHT ACT
Qri respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws. To the extent that we control and have the ability to take down infringing content, we will do so pursuant to this Section 13. You acknowledge and agree that the Network is a peer-to-peer network and, as such, Qri does not have control over all Content on the Network. Accordingly, Qri is not responsible for taking down infringing Content that it does not have the ability to remove.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Qri, Inc. Legal Department [email protected] 81 Prospect Street, 7th Floor Brooklyn, NY 11201
If you believe that your work has been copied on the Network or Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Network or Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
- BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, the Network, or the Website (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
- CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
- COMMUNICATIONS DECENCY ACT NOTICE
Qri is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content. We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2020 Qri, Inc. All rights reserved.