Q.xyz Terms of Service

Date of Last Revision: September 8, 2022

Acceptance of These Terms of Service

QXYZ Labs, Inc. ("QXYZ," "we," "us," or "our") provides our services (described below) and related content to you through our website(s) located at https://q.xyz/ (the "Site") and related technologies (collectively, the "Platform"). All access and use of the Platform is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Platform.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes, either through the Platform user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Platform.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST QXYZ ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At QXYZ, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://q.xyz/privacy/ (the "Privacy Policy"). By using the Platform, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Access and Use of the Platform

Access to Platform: The Platform is designed to provide you with a web-based application for DeFi portfolio management. Subject to these Terms of Service, QXYZ grants you a limited, non-transferable, non-sublicensable right to access and use the Platform for your personal or internal business purposes.

Connecting your Wallet: In order to access certain features of the Platform, you must connect your account to your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Platform. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency (ETH) or another cryptocurrency as supported and allowed on the Platform. QXYZ will not be liable for any loss or damage arising from your use of a digital wallet or cryptocurrency in a manner not supported or allowed on the Platform

Noncustodial: The Platform may assist with the facilitation of transactions involving your cryptocurrency or digital assets ("Digital Assets"), but neither QXYZ nor the Platform are custodians of any Digital Assets and that your use of the Platform does not give QXYZ custody, possession, or control of any Instruments or cryptocurrency at any time for the purpose of facilitating transactions on the Platform. You affirm that you are aware and acknowledge that QXYZ is a non-custodial service provider and has designed the Platform to be directly accessible by its users without any involvement or actions taken by QXYZ or any third-party. QXYZ cannot make any representation or guarantee that you will achieve any particular outcome as the result of using the Platform or engaging in any transaction through the platform.

Modifications to Platform: QXYZ reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that QXYZ will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials ("content") that you make available to QXYZ, including by uploading, posting, publishing, or displaying (hereinafter, "upload(ing)") via the Platform or by emailing or otherwise making available to other users of the Platform (collectively, "User Content"). The following are examples of the kinds of content and/or uses that are illegal or prohibited by QXYZ. QXYZ reserves the right to investigate and take appropriate legal action against anyone who, in QXYZ's sole discretion, violates this provision, including removing the offending content from the Platform, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Platform to:

1. upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of QXYZ, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose QXYZ or its users to any harm or liability of any type;
2. interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;
3. violate any applicable local, state, national, or international law, or any regulations having the force of law;
4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5. solicit personal information from anyone under the age of 18;
6. harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including but not limited to engaging in or knowingly facilitating any money laundering, "front-running," "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent, deceptive or manipulative trading activities;
9. access or use the Platform to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, swaps, futures, options, real estate, or any financial instruments;
10. access or use the Platform to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that individuals rights to participate in any token or securities offering, or assets that entitle individuals to financial rewards, including but not limited to, coupons, interest payments, yield bonuses, staking bonuses, and burn discounts, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Platform;
11. access our services or the Platform if you are a resident, citizen or agent of, are incorporated in, or have a registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), Russia including the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States;
12. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform;
13. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Platform Content (as defined below)) available on or through the Platform, including through the use of virtual private networks; or
14. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by QXYZ from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Intellectual Property Rights

Platform Content: You acknowledge and agree that the Platform may contain content or features ("Platform Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by QXYZ, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Platform in accordance with these Terms of Service. Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The QXYZ name and logos are trademarks and service marks of QXYZ (collectively the "QXYZ Trademarks"). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to QXYZ. Nothing in these Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of QXYZ Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of QXYZ Trademarks will inure to our exclusive benefit.

Open Source Software: You acknowledge that the Platform may use, incorporate or link to certain open source software and that your use of the Platform is subject to, and you will comply with any, applicable open source software licenses. Each item of open source software is licensed under the terms of the end-user license that accompanies such open source software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the open source software.

Third-Party Material: Under no circumstances will QXYZ be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that QXYZ does not pre-screen content, but that QXYZ and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, QXYZ and its designees will have the right to remove any content that violates these Terms of Service or is deemed by QXYZ, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant QXYZ and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Platform, in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize QXYZ and its third-party service providers to derive statistical and usage data relating to your use of the Platform ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform ("Submissions"), provided by you to QXYZ are non-confidential and QXYZ will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that QXYZ may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of QXYZ, its users, or the public. You understand that the technical processing and transmission of the Platform, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Platforms and Websites

The Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Platforms"). Your access and use of the Third-Party Platforms may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Platforms on the websites or via the technology platforms of their respective providers. Some Third-Party Platforms will provide us with access to certain information that you have provided to third parties, including through such Third-Party Platforms, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Platforms and our use, storage and disclosure of information related to you and your use of such Third-Party Platforms within the Platform, please see our Privacy Policy. QXYZ has no control over and is not responsible for such Third-Party Platforms, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Platforms, or on the privacy practices of Third-Party Platforms. We encourage you to review the privacy policies of the third parties providing Third-Party Platforms prior to using such services. You, and not QXYZ, will be responsible for any and all costs and charges associated with your use of any Third-Party Platforms. QXYZ enables these Third-Party Platforms merely as a convenience and the integration or inclusion of such Third-Party Platforms does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Platform are between you and the third party. QXYZ will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Platforms.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless QXYZ, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "QXYZ Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service, or your violation of any rights of another. QXYZ will provide notice to you of any such claim, suit, or proceeding. QXYZ reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting QXYZ's defense of such matter. You may not settle or compromise any claim against the QXYZ Parties without QXYZ's written consent.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE QXYZ PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE QXYZ PARTIES MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

QXYZ IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN. QXYZ IS A NON-CUSTODIAL PLATFORM. QXYZ CANNOT INITIATE A TRANSFER OF ANY OF YOUR CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. QXYZ HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE PLATFORM. UNLESS EXPLICITLY PROVIDED IN WRITING, WE DO NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR PLATFORM, DO NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS' PLATFORMS, AND DO NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON YOUR USE OF THE PLATFORM.

QXYZ IS NOT CAPABLE OF PERFORMING TRANSACTIONS OR SENDING TRANSACTION MESSAGES ON YOUR BEHALF. ALL TRANSACTIONS INITIATED THROUGH OUR PLATFORM ARE EFFECTED BY YOUR WALLET OR OTHER THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING OUR PLATFORM YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE QXYZ PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE QXYZ PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL THE QXYZ PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID QXYZ IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "INDEMNIFICATION", "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate
   This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and QXYZ, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Platform, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and QXYZ are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Prohibition of Class and Representative Actions and Non-Individualized Relief
   YOU AND QXYZ AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND QXYZ AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
3. Pre-Arbitration Dispute Resolution
   QXYZ is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at info@q.xyz. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to QXYZ should be sent to QXYZ Labs, Inc., 4331 Honey Vista Circle, Tampa, FL 33624 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If QXYZ and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or QXYZ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by QXYZ or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or QXYZ is entitled.
4. Arbitration Procedures
   Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
   Unless QXYZ and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, QXYZ agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
5. Confidentiality
   All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
6. Severability
   If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
7. Future Changes to Arbitration Agreement
   Notwithstanding any provision in these Terms of Service to the contrary, QXYZ agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending QXYZ written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that QXYZ, in its sole discretion, may suspend or terminate use of the Platform and remove and discard any content within the Platform, for any reason, including for lack of use or if QXYZ believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. QXYZ may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that QXYZ may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that QXYZ will not be liable to you or any third party for any termination of your access to the Platform.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and QXYZ governing your access and use of the Platform, and supersede any prior agreements between you and QXYZ with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platforms, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The failure of QXYZ to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of QXYZ, but QXYZ may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform. QXYZ will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond QXYZ's reasonable control.

U.S. Government Restricted Right

The Platform is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Platform (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Platform (including the Software)

Questions? Concerns? Suggestions?

Please contact us at info@q.xyz to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Platform.