Effective Date: March 31, 2023
THIS AGREEMENT CONTAINS PROVISIONS REQUIRING THAT YOU AGREE TO THE USE OF ARBITRATION TO RESOLVE ANY DISPUTES ARISING UNDER THIS AGREEMENT RATHER THAN A JURY TRIAL OR ANY OTHER COURT PROCEEDINGS, AND TO WAIVE YOUR PARTICIPATION IN CLASS ACTION OF ANY KIND AGAINST QUIC.CLOUD.
By clicking on the “Log in or Register” button (or any similar button) that is presented to you at the time of registration, by using or accessing the Services, or by otherwise indicating your acceptance of this Agreement, you agree to be bound by this Agreement. QUIC.cloud may modify this Agreement from time to time, subject to the terms in Section 14 (Changes to this Agreement) below.
If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to QUIC.cloud that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your” or a related capitalized term herein will refer to such Entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Services.
This Agreement governs QUIC.cloud’s cloud-based solutions that require a QUIC.cloud account (“Cloud Services”) and any specific software instance made available in connection with the Cloud Services (collectively, “Software”). Section 2 (Cloud Services) applies specifically to the Cloud Services (including QUIC.cloud’s application programming interfaces (“APIs”)), and Section 3 (Software) applies specifically to Software. Unless otherwise specified, all other Sections of this Agreement apply to both the Cloud Services and the Software (collectively, the “Services”).
2. CLOUD SERVICES
2.1 Access to Cloud Services
Subject to your compliance with this Agreement (including, without limitation, all payment obligations), QUIC.cloud hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates) right, to access and use the Cloud Services (“Cloud License”). If you are agreeing to this Agreement on behalf of an Entity, such Entity’s Affiliates may also access and use the Cloud Services provided that such Affiliates agree to be bound by the terms of this Agreement, and the Entity remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if the Entity had performed such acts and omissions itself. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
Unless otherwise expressly permitted in writing by QUIC.cloud, you will not and you have no right to:
(a) interfere with, disrupt, alter, or modify the Cloud Services or any part thereof, or create an undue burden on the Cloud Services or the networks or services connected to the Cloud Services;
(b) utilize any framing techniques to enclose any QUIC.cloud or LiteSpeed trademark, logo, service mark, or other trade dress (“QUIC.cloud Marks”) or Materials (as defined below) or use any meta tags or other “hidden text” utilizing the QUIC.cloud Marks or Materials without QUIC.cloud’s written consent
(c) introduce software or automated agents or scripts into the Cloud Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Cloud Services;
(d) perform or publish any benchmark tests or analyses relating to the Cloud Services without QUIC.cloud’s written consent;
(e) cover or obscure any page or part of the Cloud Services via HTML/CSS, scripting, or any other means;
(f) use the Cloud Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 without QUIC.cloud’s written consent.
You are responsible for maintaining the confidentiality of all usernames, passwords, and other access credentials (such as API keys and Google, Facebook, Twitter credentials) created by or assigned to you (“Credentials”) and are solely responsible for all activities that occur with such Credentials.
If you permit third parties to access your QUIC.cloud account (e.g., by providing your domain/API key or sharing your my.quic.cloud dashboard login), you do so at your sole risk and QUIC.cloud will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your QUIC.cloud account, the third party may obtain, modify, or delete your account data and settings.
You agree to notify QUIC.cloud support promptly of any actual or suspected unauthorized use of any Credentials. QUIC.cloud reserves the right to terminate any Credentials that QUIC.cloud reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you.
2.4 SERVICE TERMS, RENEWALS AND CANCELLATIONS
2.4.1 Free Services
We offer free quotas of the Cloud Services (“Free Services”) based on the software running on your server. With respect to each such Free Service, we will make each such free quota available to you free of charge until the earlier of: (a) the last day of the month pending the reset on the first day of every month; (b) the depletion of remaining quota; (c) termination of the Free Service by QUIC.cloud, at any time and in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with any Free Services.
2.4.2 Paid Services
All Cloud Services that are provided to you as Paid Services (as defined below) will be provided to you on either a subscription basis that resets monthly or by a pay-as-you-go basis that remains available until used up. Credits can be purchased and added to your credit balance. You would use the credits either by subscribing to a monthly package (if available for that service type) or by refilling your pay-as-you-go balance for each service either manually or via the Auto Refill option. These credits will be deducted from your package quota or pay-as-you-go balance once the free quota has been depleted. All of your subscriptions to Paid Cloud Services will automatically renew on the first of the month, and your credits will be deducted at our then-current rates unless you cancel your subscription through the my.quic.cloud dashboard prior to your next scheduled renewal date. Utilizing the Auto Refill option will automatically refill on the first of the month, unless you deactivate the Auto Refill option through the my.quic.cloud dashboard prior to your next scheduled refill date.
2.5 YOUR INFORMATION
You must obtain all necessary rights, releases and permissions to provide Your Information to QUIC.cloud, and Your Information and its transfer must not violate any applicable local, state, federal and international laws and regulations (“Laws”) (including without limitation those relating to export control or electronic communications). Other than our obligations under Section 6, we assume no responsibility or liability for Your Information, and you will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Your Information.
QUIC.cloud Services may modify certain components of Your Information on or transmitted to or from your website to enhance your website’s performance or security or the functionality of the Cloud Services. For example, depending on the QUIC.cloud Services you enable through the LiteSpeed caching plug-in, QUIC.cloud may: (i) intercept requests determined to be threats and take actions, such as, presenting them with a challenge page, dropping the request, presenting alternative content, redirecting and other similar measures; (ii) add cookies to your domain to track visitors, such as those who have successfully passed the CAPTCHA on a challenge page; (iii) add firewall rules to your website; and (v) make other changes to increase the performance, security or analytic capabilities of your website. QUIC.cloud will make it clear whenever a feature will materially modify Your Information and, whenever possible, provide you a mechanism to allow you to disable the feature.
By transmitting Your Information to or through the Cloud Services, you represent and warrant that Your Information does not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
2.6 Acceptable Use
3.1 License Grant
Subject to the terms and conditions of this Agreement, QUIC.cloud grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates (as defined above)) license to use the Software during your use of the applicable Cloud Services in accordance with this Agreement and any LiteSpeed and QUIC.cloud documentation (“License”). Your License will end upon the earlier of the termination of your use of the Cloud Services requiring such Software or the termination of this Agreement. Some Software may contain open source or third party software, which may have additional terms and restrictions regarding such software’s use.
The License includes the right and authorization to temporarily use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, image, graphic or files (the “Content”); or otherwise any content delivered to QUIC.cloud via the Cloud Services and/or the Software. You represent and warrant to QUIC.cloud that you have all rights, authorizations or otherwise hold sufficient title for any and all content submitted to QUIC.cloud as set forth herein. The aforesaid license includes the right to use, host, store, reproduce, technically modify, adapt, adjust, communicate, publish, publicly perform, publicly display and distribute any such Content by QUIC.cloud.
You will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Software (collectively, “Reverse Engineering”) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of your own or third party software with the Software, and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) you have first requested such information from us and we fail to make such information available (for a fee or otherwise) under reasonable terms and conditions.
3.3 Software Modifications
Subject to the terms and conditions of this Agreement, for any elements of the Software provided to you in source code form you may modify such source code solely to the extent necessary to support your permitted use of the Software (collectively, “Modifications”). Unless expressly stated otherwise, you may not distribute your Modifications to any third party. QUIC.cloud has no support, warranty, indemnification or other obligation or liability with respect to your Modifications or their combination, interaction or use with our Cloud Services. You agree to indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to your Modifications.
3.4 Third Party Products and Services
You may access or use, at your sole discretion, certain third-party products and services that interoperate with the Services (“Third Party Products”), including, but not limited to, third-party service integrations made available through the my.quic.cloud dashboard or APIs, and third-party products or services that you authorize to access your QUIC.cloud account using your Credentials. QUIC.cloud does not make any representations, warranties, or guarantees regarding the Third Party Products and the providers thereof, including, but not limited to, as to their continued availability, security, and integrity. If QUIC.cloud makes a Third Party Product available to you, it is on an “AS IS” and “AS AVAILABLE” basis, and QUIC.cloud may cease providing it without entitling you to any refund, credit, or other compensation. Each Third Party Product is governed by the terms of service, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third party provider. Your access or use of a Third Party Product is solely between you and the applicable Third Party Product provider. QUIC.cloud will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any of the Third Party Products.
In order to access those Services for which we require a fee (“Paid Services”) you will be required to provide QUIC.cloud with your credit card or PayPal information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a pay-as-you-go basis, or as otherwise applicable for the fees associated with the Paid Services that you sign up for. Any Payment Method that you provide us must be valid. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. QUIC.cloud will bill your Payment Method for the Paid Services on the day that you purchase credits for such Paid Services, regardless of whether you have fully configured the Paid Services as of that date or if you already have unused credits not applied toward a pay-as-you-go service. The activation of Beta Services or Free Services may require that you provide your Payment Method details in order to be ready to activate the Services prior to the trial period expiry.
You hereby appoint QUIC.cloud as your payment agent when you provide a Payment Method credential to us, and therefore you acknowledge and agree that we will be permitted to use, collect and process that payment credential in order to process payments, charges and fees of QUIC.cloud. We may also use certain Payment Method safety and verification services, whose availability varies by issuer, to ensure we have the most up-to-date information about the payment credentials that we manage.
For payments by credit or debit card, we will have the right to obtain a pre-approval from the issuer of the card for an amount which may be a low verification amount or as high as the full price of the payment. In such a case, your card will be charged when you initiate a payment on QUIC.cloud, and if you cancel a transaction before it can be completed, the security pre-approval may cause those charges to be available to you on your account’s Payment Method limit.
4.2 Price Changes
We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. If you believe that QUIC.cloud has billed your account incorrectly, you can always contact QUIC.cloud no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or Credit. Inquiries should be directed to QUIC.cloud’s customer support department.
4.3 No Refunds & Charge-backs
FEES ARE NONREFUNDABLE. YOUR CREDIT BALANCE WILL BE DEBITED IN FULL FOR THE REFILL AMOUNT OR SUBSCRIPTION TERM AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SAID SUBSCRIPTION OR PAY-AS-YOU-GO BALANCE. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.
All Users must provide us with valid and current Payment Method and billing information. Except as expressly set forth herein, all payment charges are final and non-cancelable. If your transaction results in an overdraft or other fee from your bank, or if we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice. Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.
A chargeback is typically caused when a User disputes a charge that appears on their bank or payment processing statement. A charge-back may result in the reversal of a transaction, with the amount charged back to you. You can be assessed chargebacks for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.
When a chargeback is issued, you are immediately liable to QUIC.cloud for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction). Accordingly, you hereby represent and warrant that you expressly appoint QUIC.cloud as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.
If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus you agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes.
5. BETA SERVICES
From time to time, we may make early stage or non-production Cloud Services and Software (“Beta Services”) available to you. You may access these Beta Services at your sole discretion. Beta Services are intended for evaluation purposes only, and may be subject to additional terms that will be presented to you. QUIC.cloud may, but is not obligated to, provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. Notwithstanding Section 12, we will have no liability for any harm or damage arising out of or in connection with any Beta Services.
6. DATA PROCESSING AND SECURITY
6.1 Data Processing
We implement security procedures to help protect Your Information from security threats. However, you understand that your use of the Service necessarily involves transmission of Your Information over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Information that is lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Information will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
7. TRADE SANCTIONS AND EXPORT CONTROL
You may not use the Service for any reason if you or any party that owns or controls you, are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You may not use the Service to export or re-export any information or technology to any country, individual, or entity to which such export or re-export is restricted or prohibited.
8. TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE SERVICE
You will lose your license to use the Service if you violate any provision of this Agreement. QUIC.cloud’s policy is to investigate violations of this Agreement. We reserve the right to bypass use of the QUIC.cloud CDN service or even suspend or terminate your user account upon receiving DMCA notifications from content owners regarding your website(s), or other indications that you are a repeat infringer. Additionally, we may at our sole discretion bypass your use of the QUIC.cloud CDN service, terminate your user account or suspend or terminate your access to the Service at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time through the my.quic.cloud dashboard.
9. OWNERSHIP; PROPRIETARY RIGHTS
The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by QUIC.cloud are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of QUIC.cloud, LiteSpeed or our third-party licensors. Except as expressly authorized by QUIC.cloud you may not make use of the Materials. QUIC.cloud reserves all rights to the Materials not granted expressly in this Agreement.
You hereby grant QUIC.cloud a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide to QUIC.cloud relating to the Services.
You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless QUIC.cloud and its officers, directors, employees, consultants, Affiliates (as defined above), subsidiaries and agents (collectively, the “QUIC.cloud Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to, use of, or alleged use of the Service; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
11. DISCLAIMERS; NO WARRANTIES
THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE QUIC.CLOUD ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET USER CONTENT OR DATA. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE QUIC.CLOUD ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, THEIR SAFETY OR SECURITY, OR THE SERVICES CONTENT. ACCORDINGLY, THE QUIC.CLOUD ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES.
THE QUIC.CLOUD ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL THE QUIC.CLOUD ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE QUIC.CLOUD ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE QUIC.CLOUD ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO QUIC.CLOUD TO ACCESS AND USE THE QUIC.CLOUD SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. GOVERNING LAW
This Agreement will be governed by the laws of the State of Delaware without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and QUIC.cloud agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Sussex County, Delaware, in the United States for the purpose of litigating all such disputes.
14. CHANGES TO THIS AGREEMENT
QUIC.cloud reserves the right to make modifications to this Agreement at any time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your account. In some instances, you may be required to indicate your consent to the revised terms in order to continue accessing the Service. Unless otherwise specified, any modifications to this Agreement will take effect in 30 days following the notice. If you do not agree with the revised terms, your sole and exclusive remedy will be not to purchase and use further credits.
The authoritative version of this document is available at: quic.cloud/agreement. While translations of this document may be provided in multiple languages for your convenience, the English language version hosted at the link above is binding for all users of the Service.
This Agreement constitutes the entire and exclusive understanding and agreement between you and QUIC.cloud regarding your use of and access to the Service. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Service Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 2.5.1 and Sections 9 through 19.
17. AGREEMENT TO ARBITRATE
Binding Arbitration. The following Section shall not apply if and to the extent the laws of the jurisdiction in which you are located prohibit parties from entering into an agreement to exclusively arbitrate their Disputes or to waive their right to bring a claim as part of a class proceeding within the context of a contract such as this Agreement.
By agreeing to this “Arbitration Agreement”, you agree that you are required to resolve any claim that you may have against QUIC.cloud on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass and/or representative action against QUIC.cloud, and also preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against QUIC.cloud by someone else—except as provided below.
Thus, the parties agree that the appointed arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against QUIC.cloud in a single proceeding—except as provided below.
For the avoidance of doubt, except as provided below, this Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint action against QUIC.cloud, other than participating in a class-wide, collective, coordinated, consolidated, mass and/or representative settlement of claims.
Arbitration Rules. Please carefully read Section 17 (Agreement to Arbitrate), which applies to any Disputes between you and QUIC.cloud, including any QUIC.cloud affiliates. Arbitration shall be initiated through the American Arbitration Association (AAA) Rules, an established alternative dispute resolution provider (the “ADR Provider”) that offers arbitration as set forth in this section. The AAA Consumer Arbitration Rules (the “ADR Provider Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The ADR Provider Rules shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms.
The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes may be resolved through binding non-appearance-based oral arbitration using secure communication means that are able to be recorded and stored online by all parties seeking relief. The arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and QUIC.cloud, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider Rules, and these Terms. The award of the arbitrator is final and binding upon you and QUIC.cloud.
The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Notice of Dispute.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to QUIC.cloud should be sent to our address as indicated in our contact section. After the Notice is received, you and QUIC.cloud may attempt to resolve the claim or dispute informally. If you and QUIC.cloud do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. The amount of the award shall also be limited by the Limitation of Liability section of these Terms, to the extent applicable.
Time Limits. If you or QUIC.cloud elect to pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e. the legal deadline for filing a claim) and within any deadline imposed under the ADR Provider Rules for the pertinent claim.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.
Arbitration Costs and Fees. If you commence arbitration against QUIC.cloud pursuant to this binding arbitration clause, QUIC.cloud will pay the arbitration fees and expenses imposed by the ICC directly. However, if the arbitrator finds your claim is frivolous or brought for an improper purpose, then QUIC.cloud may seek reimbursement of any ICC fees and expenses it has paid on your behalf.
Class Action Waiver. You acknowledge and agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this “Class Action Waiver” does not prevent you or QUIC.cloud from participating in a class-wide, collective, and/or representative settlement of claims.
The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against QUIC.cloud in a single proceeding, except that this Class Action Waiver shall not prevent you or QUIC.cloud from participating in a class-wide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or QUIC.cloud.
Mass Action Waiver. You acknowledge and agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or QUIC.cloud are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or QUIC.cloud’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in this agreement, this Mass Action Waiver does not prevent you or QUIC.cloud from participating in a mass settlement of claims.
In the event that QUIC.cloud makes any future change to this Arbitration Agreement (other than a change to QUIC.cloud’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to QUIC.cloud’s address for Notice, in which case your account with QUIC.cloud will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
18. CONSENT TO ELECTRONIC COMMUNICATIONS
19. CONTACT INFORMATION
The QUIC.cloud Services are offered by QUIC Cloud Inc. You may contact us by sending correspondence to 233 Mt. Airy Road 1st Floor, Basking Ridge, New Jersey 07920, United States of America or by emailing us at firstname.lastname@example.org.
Note that communications made via email or the “Contact Us” page does not constitute legal notice to the QUIC.cloud legal entity.