Terms of Use

Last Modified: June 4, 2020

Welcome to qXtro! Please read these Terms of Use and our Privacy Policy available here [link to privacy policy] (collectively the “Terms”) carefully, as you agree that you consent to the Terms by your use of our website and our other services, as described further below.

Acceptance of the Terms of Use  

The Terms are entered into by and between you and CivImpact Labs, LLC (“Company,” “our,” “we,” “us”), and they govern your access to and use of our website and all related services and functionalities, including, but not limited to, audio and video conferencing, text chats, support services, and software (collectively, the “Services”), whether as a guest or a registered user.   

Please read the Terms carefully before you start to use any of our Services. By using the Services, or by clicking to accept to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, do not access or use any of the Services, but please get in touch with us so we can try to help.

Term

This agreement remains in full force and effect while you use the Services. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of our Services following the posting of revised Terms means you accept and agree to the changes.

Events, Centers, and Spaces

All events, centers, and spaces on the Services are organized by users, including all content, invitees, and attendees. If you have questions or concerns about a particular event, center, or space, contact the host directly. We do not monitor events, centers, or spaces, including who participates or contributes, and will only intervene in them in our sole discretion, such as if we determine that they violate our Terms.

User Contributions  

The Services contain personal profiles, video and audio conferences, text chats, surveys, bulletin boards, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services.

Any User Contribution you post to the Services will be considered non-confidential and non-proprietary. You retain full ownership of any User Contributions you post on the Services, but to allow us to continue to publish your User Contributions on the Services, you grant us and our service providers a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use, reproduce, copy, modify, publicly perform, publicly display, distribute, and otherwise use and disclose to third parties and/or exploit in any manner any such User Contributions for any purpose related to the Services.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with the Terms.
  • Neither the User Contributions nor your submission, uploading, publishing, or otherwise making available of such User Contributions, nor Company’s use of the User Contributions as permitted herein, will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.

Reliance On and Use of the Services

All events, spaces, and centers are organized solely by the hosts, including the name, time, materials shared and presented, and attendees, and any content shared or made available during or in an event, space, or center is presented by another user. Therefore:

  • We do not warrant the accuracy, completeness, or usefulness of any information on the Services.
  • You agree that you are solely responsible for your interactions with any other user of the Services and we have no liability or responsibility with respect thereto.
  • All statements and/or opinions expressed in these details, content, and materials are solely the opinions and the responsibility of the person or entity providing such materials.
  • We disclaim all liability and responsibility arising from any reliance placed on or use of any details, content, and materials transmitted or displayed on the Services by you or any other user, or by anyone who may be informed of any of its contents.
  • We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

You understand and agree that you must evaluate, and bear all risks associated with, the viewing or use of any content or materials transmitted or displayed on the Services and interactions with anyone through the Services.

Recordings

The Services include the functionality to record any audio and video displayed on or transmitted through the Services, and we collect and store these recordings to the extent permitted by the law, along with records of all text and other written communications through the Services. If required by the jurisdiction where you are located, by using the Services you consent to being recorded, in audio, video, and/or text format, by the Company and other users. All recordings made through the Services are subject to our Privacy Policy.

Accessing the Services and Account Security  

We reserve the right to withdraw, restrict, or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice, temporarily or permanently. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period.

All information you provide on the Services must be correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are solely responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Terms.

Prohibited Uses  

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate Company, an Company employee, another user, or any other person or entity.
  • In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or offend Company or users of the Services or expose them to liability.

In other words, be respectful. You may not use the Services or provide any User Contributions that include nudity or sexual content, harmful or dangerous content, hateful content, violent or graphic content, harassment or cyberbullying, spam or scams, offensive content, threats, or inappropriate language.

Monitoring and Enforcement; Termination  

We have the right to:

  • Remove, refuse to post, or take any action with respect to any User Contributions that we deem necessary or appropriate, for any or no reason, in our sole discretion.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of the Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS Company AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Changes to the Services

We may update the content on the Services from time to time, but any content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Fees


We reserve the right to modify our fee structure at any time and without advanced notice. Temporary or permanent modifications are effective as soon as they are published on the Services and are applicable to all subsequent transactions.

Taxes

You are solely liable for all the taxes, fees, and commissions resulting from use of the Services. The Terms do not create a joint venture, partnership, or principal-agent relationship between you and Company, or any other users, and nothing in the Terms may be used to imply such a relationship. You agree to indemnify, defend, and hold Company harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor, or employment requirements, including any liability for, or assessment of taxes imposed on Company by the relevant taxing authorities with respect to any fees paid to you as the result of using the Services.

Feedback

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Services (collectively “Feedback”), you agree we may use the Feedback to: (a) improve our Services and (b) promote the Services, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

Intellectual Property Rights  

The Services and its entire contents, features, and functionality are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, except that User Contributions are owned by the user who added them to the Services or their licensor.

The Terms permit you to use the Services for your personal and business uses, subject to the following restrictions:

  • You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services, except as it is created and owned by you.
  • You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  • No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Company.

Trademarks  

The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Company or its affiliates or licensors. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Services, you may request removal of those materials from the Services by submitting written notification to our Copyright Agent at dmca@qxtro.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

  • Your name.
  • The name and description of the work that is being infringed.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Links from the Services

The Services contains links to other sites and resources provided by third parties that are provided for your convenience only or by other users. We have no control over the contents of those sites or resources, and have no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Users Outside the U.S.

The Services is controlled and operated from the United States and is subject to its laws. If you choose to access the Services outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.

Disclaimer of Warranties  

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability  

IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SERVICES, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.

 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification  

You agree to defend, indemnify, and hold harmless Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services, and products other than as expressly authorized in the Terms, or your use of any information obtained from the Services.

Governing Law

All matters relating to the Services and the Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.

Arbitration  

At Company’s sole discretion, it may require you to submit any disputes arising from the Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Waiver and Severability  

No waiver by Company of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement  

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and CivImpact Labs, LLC with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns  

The Services are operated by CivImpact Labs, LLC. You may reach us through our central postal mailing address at:

CivImpact Labs, LLC
159 West Broadway, Suite 200 – PMB 123
Salt Lake City, Utah 84101

All emailed feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@qxtro.com.