Terms of Service

Welcome to Qwasar for Digital Transformation and Active Learning (“Qwasar”) website located at upskill.qwasar.io (or any subdomain upskill.xxx.qwasar.io where xx is the ISO code 3166) (the “Site”) and our mobile application (“App”). Please read these Terms of Service (the “Terms”) and our Privacy Policy (upskill.qwasar.io/tos) (“Privacy Policy”) carefully because they govern your use of our Site, our learning system and other related services, tools and features accessible via our Site and our App. To make these Terms easier to read, the Site, our services (along with all related tools and features) and App are collectively called the “Services.” These Terms do not apply to Services which are available solely in accordance with a Saas agreement.

Please read the following terms carefully.

By accessing or using our Services, you agree that you have read and understood, and, as a condition to you use of the Services, you agree to be bound by these Terms, including Qwasar’s Privacy Policy, and any additional terms and policies Qwasar may provide from time to time. If you are not eligible or do not agree to be bound by these Terms, do not use the Services. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

Eligibility

These terms constitute a binding contract between you and Qwasar regarding the use of the Services.

You may only use the Services if (a) you are 13 years or older and have the legal power to form a contract with Qwasar, (b) you are not barred from receiving the Services under the laws of the United States or any other applicable jurisdiction, and (c) your registration and your use of the Services is in compliance with any applicable laws and regulations. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power to enter into these Terms and that you have duly authorized your agent to bind you to these Terms. If you are accessing and using the Services as an intern, employee or member (“Employee”) of a company or other legal entity that has paid or agreed to pay the necessary fees for your use of the Services pursuant to an ordering document (“Order Form”) executed by it (the “Company”), the Company as well as you are bound by these Terms.

Arbitration notice

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND QWASAR THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

Qwasar Services overview

Qwasar uses a digital facility to deliver educational and training services both digitally and in-person. We do this by providing you a mix of digital tools via our App and website, facilitating your engagement with our learning material and other people using our Services.

Changes to Terms or Services

4.1 Changes to Terms

We may update the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the updated Terms on the Site or through other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, you may not use the Services anymore.

4.2 Changes to Services

Qwasar constantly changes and improves the Services. Qwasar may add, alter or remove functionality or content from the Services at any time and without prior notice. Qwasar may also limit, suspend or discontinue the Services at its sole discretion.

Accounts and Registration

5.1 Account registration and responsibility

To access and use most features of the Services you must register to use the Services by creating an account (“Account”) using the sign-up process at upskill.qwasar.io. When you register to an Account, you may be required to provide us with some information about yourself, such as your name, email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.

When you register, you will be asked to provide a password. You, and your company if you are an employee of said company using our Services, are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe your account is no longer secure, or you become aware of any unauthorized access, you must immediately notify Qwasar at (notification@qwasar.io). YOU, AND YOUR COMPANY IF YOU ARE AN EMPLOYEE OF SAID COMPANY USING OUR SERVICES, AND NOT QWASAR, SHALL BE SOLELY RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR ACCOUNT OR/AND PASSWORD AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, WHETHER OR NOT YOU KNOW ABOUT THEM.

Accounts are strictly personal, they may not be used by a person other than the one to whom the account had been issued. Accounts may not be shared, and may only be used by one individual per account.

You agree to use only your account which you create. You will not login under a different account or impersonate a different user.

5.2 Third-party Products

Qwasar may distribute certain Third-party Products with the Services. For purposes of this Agreement, such Third-party Products are subject to their own license terms. If you do not agree to abide by the applicable terms for such Third-party Product, then you should not install or use such Third-party Products. The Services also contain certain open source software. You understand and acknowledge that such open source software is not licensed to you pursuant to the provisions of these Terms and that these Terms may not be construed to grant any such right and/or license. You shall have only such rights and/or licenses, if any, to use the open source software as set forth in the licenses. All open source software is provided by Qwasar on an “as is” basis and Qwasar disclaims all warranties with regard to the open source software, including without limitation, all implied warranties of merchantability, non-infringement, and fitness for a particular purpose.

Qwasar is not responsible for any access to or use of your data by Third-party Providers or their products or services, or for the security or privacy practices of any Third-party Provider or its products or services. You are solely responsible for your decision to permit any Third-party Provider or Third-party Product or service to use its data.

5.3 Links to Third-Party Websites or Resources

The Services (including the App) may contain links to third-party websites or resources. Qwasar provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

5.4 Account inactivity

Qwasar may terminate your account and delete any content in it if there is no account activity for over 6 months. However, we will attempt to send you a warning by email before terminating so you are provided with an opportunity to remain active.

Use of the Services

6.1 Permission to Use

You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

Subject to your complete and ongoing compliance with all these Terms, Qwasar hereby grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Services solely for your personal, internal and non-commercial use, at the level of service for which you have paid all applicable fees.

6.2 Restrictions to Use

You shall not at any time, directly or indirectly

• (a) copy, modify, adapt, translate, or create derivative works or improvements of the Services, in whole or in part;
• (b) unless authorized by Qwasar, rent, lease, lend, sell, sublicense, assign, distribute, publish, disclose, transfer, or otherwise make available the Services, to any third party, including or in connection with the internet or time-sharing, service, bureau, software as a service, cloud or other technology or service;
• (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Qwasar;
• (d) bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of your own then valid login and password;
• (e) input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
• (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner Qwasar;
• (g) remove, delete, alter or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Qwasar’s Materials, including any copy thereof;
• (h) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law;
• (i) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage;
• (j) circumvent or attempt to circumvent any limitations that Qwasar imposes on your account;
• (k) engage in abusive or excessive usage of the Services, which is usage significantly in excess of average patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Services for other users;
• (l) otherwise access or use the Services beyond the scope of the authorization granted in these Terms.

6.3 Prohibited conduct

You are responsible for your use of Qwasar’s Services and for your conduct, content and communications with others while using the Services. You may not:

• (a) send any form of duplicative and unsolicited message,
• (b) harvest, collect, gather, or assemble information or data regarding other users without their consent,
• (c) transmit through or post on the Services unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, harassing, vulgar or obscene material,
• (d) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents or programs,
• (e) interfere with or disrupt the integrity or performance of the Services or the data contained herein,
• (f) attempt to gain unauthorized access to the Services, computer system or networks related to Qwasar’s Services, Qwasar’s Systems, and Qwasar’s Materials,
• (g) constitute an infringement of intellectual property or other proprietary rights, or
• (h) post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or (iii) is defamatory, obscene, pornographic, vulgar or offensive;
• (i) use, display, mirror or frame the Services or any individual element within the Services, Qwasar’s name, any Qwasar trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Qwasar’s express written consent;
• (j) Access, tamper with, or use non-public areas of the Services, Qwasar’s computer systems, or the technical delivery systems of Qwasar’s providers;
• (k) Attempt to probe, scan or test the vulnerability of any Qwasar’s system or network or breach any security or authentication measures;
• (l) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Qwasar or any of Qwasar’s providers or any other third party (including another user) to protect the Services or Materials;
• (m) Attempt to access or search the Services or Materials or download Materials from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Qwasar or other generally available third-party web browsers;
• (n) Use any meta tags or other hidden text or metadata using or utilizing a Qwasar trademark, logo, URL or product name without Qwasar’s express written consent;
• (o) Use the Services or Materials, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms, unless you obtain Qwasar’s prior written permission ;
• (p) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Materials to send altered, deceptive or false source-identifying information;
• (q) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Materials;
• (r) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• (s) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission or without permission from Qwasar;
• (t) Violate any applicable law or regulation; or
• (u) Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Materials or to review or edit any Materials, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and consult and cooperate with law enforcement authorities to prosecute users who violate the

6.4 suspension

Qwasar may suspend, terminate or otherwise deny you access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if (i) Qwasar receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implications requires Provider to do so; or (ii) Qwasar reasonably believes that: (a) Customer or any Authorized User has failed to comply with these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms; (b) you have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Services; or (c) this Agreement expires or is terminated.

6.5 Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at feedback@qwasar.io.io. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Curriculum and Content

7.1 Course modifications

Qwasar reserves the right, in its sole discretion, to update, change and adjust the curriculum content, the projects and exercises, as well as the order of these academic activities and content. Qwasar also reserves the right to cancel, interrupt or reschedule any course.

7.2 No Academic Credit

Participation in or completion of a curriculum does not confer any degree or academic credit. The Course offered is unlikely to transfer credit to another school, college or university.

Intellectual Property Ownership

The Services are owned and operated by Qwasar. You acknowledge that Qwasar owns all right, title and interest, including all intellectual property rights, in and to the Services. The visual, interfaces, content, graphics, images, video, design, compilation, information, trade secrets, algorithms, business process, curriculum, projects data, computer code (including source code), products, software, services, templates and all other elements of the Services (“Materials”) provided by Qwasar are protected by Intellectual property and other laws. All Materials included in the Services are the property of Qwasar or its third party licensors. Except as otherwise expressly agreed by Qwasar, you may not use the Materials. Qwasar reserves all rights to the Materials not granted expressly in these Terms.

User Content

9.1 Creative content

You acknowledge that any project, exercice, contents or curriculum created using the Services belong to Qwasar. Qwasar reserves the right to use whatever created content in its software for other software users without restrictions.

Or: The Services enable you to share project, exercise, content, curriculum or other assignment you may submit or post in the forum (“User Content”). You retain all intellectual property rights in, and are responsible for, the User Content you share.

9.2 Rights in User Content Granted by You.

Without limiting any of the foregoing, by making any User Content available through the Services you hereby grant to Qwasar, a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content solely in connection with operating, providing, and improving the Services.

9.3 Your Responsibility for User Content

You are solely responsible for all your User Content. You represent and warrant to us that: (i) you own all your User Content or you have all rights that are necessary to grant us the ownership and license rights in your User Content under these Terms, (ii) neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Qwasar on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) none of your User Content will transmit any viruses, worms, malware, Trojan horses, or other harmful or destructive code.

9.4 Aggregate Data

Qwasar may monitor your use of the Services and usage data and information related to such use and User Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregate Data"). Qwasar exclusively owns the Aggregate Data and all intellectual property rights therein, and Qwasar may use such information to the extent and in the manner it deems fit including without limitation, as required by applicable law or regulation and for purposes of data gathering, analysis, Services enhancement, Services improvement, research and development, and marketing, provided that no such Aggregate Data will ever identify any Qwasar user (including you) or relate back to any Confidential Private Information. By way of illustration, Aggregate Data includes without limitation, arrangements or organization of User Content that is representative of a certain population, statistical representation of usage of Services over a certain period of time, number of times the Services or specific Tools within the Services were used, and reports summarizing usage behavior of one group of users in comparison to another group.

Fees and Payments.

Qwasar requires payment of a fee for use of the Services (or certain portions thereof) (“Fees”) by you or by the Company (if you are using the Services as an Employee of that Company). All fees are in US Dollars, do not include any tax and are non-refundable. Fees vary based on the Services, with different pricing schemes for individual users and organization. Qwasar

10.1 Fees for Services

Whether you are using the Services as an Employee of your Company or as an individual, your Company and you (respectively) expressly authorize us (or our third-party payment processor) to charge it or you (as applicable) for the Fees, and to make payments to you, in accordance with the Order Form (in case of Company), and in accordance with the schedule agreed upon in the contract between you or your company and Qwasar. We may ask you to supply additional information relevant to your payment transaction (“Transaction”), including your credit card number, bank account number for wire transfer (or details about other payment methods agreed to be used by you or your Company), the expiration date of your credit card, your email and postal addresses for billing and notification, and any other details reasonably requested for processing the Transaction (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge or credit (as appropriate) your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

10.2 Cancelling Payment

You may cancel a Transaction for a refund in accordance with the governing purchase contract. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR TRANSACTION AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; however, if we cancel your Transaction we will refund any payment you have already remitted to us for such Transaction and in the case of a cancelled payment to you, you’ll refund any such payment to us.

11. Rights and Terms for Apps.

11.1 Rights in App Granted by Qwasar.

Subject to your compliance with these Terms, Qwasar grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own, or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Qwasar reserves all rights in and to the App not expressly granted to you under these Terms.

11.2 Accessing App from App Store.

The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

These Terms are concluded between you and Qwasar, and not with the App Provider, and Qwasar (not the App Provider) is solely responsible for the App.

The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Qwasar will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You must also comply with all applicable third-party terms of service when using the App.

12. Termination.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email address]. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including without limitation ownership provisions, warranty disclaimers, indemnities, feedback, governing law, limitations of liability, and dispute resolution provisions.

13. Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORILY, OR OTHERWISE. QWASAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE ACCURATE, COMPLETE FREE OF HARMFUL CODE OR ERROR FREE. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

ALL THIRD PARTY PRODUCTS ARE PROVIDED “AS IS” AND ANY REPRESENTATIONS OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

14. Indemnity.

You and the Company will indemnify, defend, and hold harmless Qwasar and its officers, directors, employees, partners, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms or any applicable law. Company will remain primarily liable for any acts, omissions or violations of its Employees.

15. Limitation of Liability.

NEITHER QWASAR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT QWASAR OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL QWASAR’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE GREATER OF (i) THE AMOUNTS YOUR COMPANY OR YOU HAVE PAID TO QWASAR FOR USE OF THE SERVICES OR CONTENT IN CONNECTION WITH WHICH THE CLAIM ARISES, OR (ii) ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIVE AND YOU.

16. Digital Millenium Copyright Act

Qwasar complies with Section 17 U.S.C Section 512 as amended by Title II of the Digital Millenium Copyright Act. If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the following e-mail address: complete

The notice must contain the following information:

• (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed,
• (ii) a description of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the Services are covered by a single notification, a representation list of such works),
• (iii) a description of the material that is claimed to be infringing and where it is located on the Service,
• (iv) name, address, telephone number and email address of the complaining party,
• (v) a statement by the complaining party that he/she has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right ower, its agent or the law,
• (vi) a statement that the information in the notification is accurate, and under penalty or perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17. Miscellaneous

17.1 Governing Law and Forum choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17.2 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Qwasar are not required to arbitrate will be the state and federal courts located in the Alameda County, and you and Qwasar each waive any objection to jurisdiction and venue in such courts.

17.2 Dispute Resolution.

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Qwasar agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Qwasar are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions and Opt-out. As limited exceptions to Section 17.2(1) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at [email] within thirty (30) days following the date you first agree to these Terms..

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Class Action Waiver. YOU AND QWASAR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Hive changes any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Qwasar’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Qwasar in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Severability. With the exception of any of the provisions in Section 17.1 of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

17.4 Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Qwasar and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Qwasar and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Qwasar’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Qwasar may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.5 Notices

Any notices or other communications provided by Qwasar under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

17.6 Waiver of Rights

Qwasar’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Hive. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17.7 Consent to electronic communications

By using the Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writting.

17.8 Contact Information

If you have any questions about these Terms or the Services, please contact Qwasar at contact@qwasar.io.