Last Updated: March 8, 2016
Welcome to QSC! These Terms & Conditions ("Terms") apply when you access or use the websites, mobile applications and other online or mobile services (collectively, "Services") of QSC, LLC and our parent, subsidiaries and affiliated companies (collectively, "QSC," "we," "us" or "our"), or when you purchase products or services (collectively, "Products") through the Services.
Please review these Terms carefully, including the mandatory arbitration provision in Section 17. By accessing or using the Services, including to purchase any Products through our Services, you agree to be bound by these Terms (including all terms incorporated herein by reference). If you do not agree to all of these Terms, do not access or use our Services and do not purchase any Products through our Services.
If you are agreeing to these Terms in your work or business capacity on behalf of any entity, you represent and warrant that you have the authority to bind such entity to these Terms and that such entity agrees to be responsible to us if you violate these Terms, in which case the terms "you" or "your" will also refer to the entity which you represent or are employed by.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with QSC for specific products, services or otherwise ("Additional Terms"). In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will govern.
QSC reserves the right to change or modify these Terms at any time and in our sole discretion. If QSC makes changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, providing notice through the Services or updating the "Last Updated" date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to review these Terms whenever you access or use the Services to ensure that you understand the terms and conditions that apply to your access, use and purchase of Products through the Services. If you do not agree to these Terms, you must stop accessing and using our Services.
2. Eligibility, Registration and Account
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Services; (c) do not have more than one online account with QSC; and (d) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreement to which you are a party or any obligation to which you are bound.
In order to use certain areas or features of the Services, you may be required to register for an online account. When registering for an account, you cannot create a user name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim user names on behalf of any business or individual that holds legal claim, including trademark rights, in those user names.
In consideration of your use of the Services, you agree to (w) provide accurate, current and complete account information; (x) maintain and promptly update your account information to keep such information accurate, current and complete; (y) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to QSC; and (z) promptly notify QSC if you discover or otherwise suspect any security breaches related to the Services.
3. Terms of Sale
For the terms, conditions and policies applicable to any purchases you make through our Services, please refer to our Terms of Sale, which are incorporated into these Terms by this reference. By making a purchase through our Services, you agree to the Terms of Sale. We may change the Terms of Sale at any time without notice to you, so you should review them each time you wish to make a purchase through the Services.
4. License to Access and Use Our Services and Content
Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including the QSC logo and all designs, text, graphics, pictures, information, data, manuals and user guides, software, firmware, sound files, other files and materials and the selection and arrangement thereof on the Services (collectively, "Content") are the proprietary property of QSC or our licensors and are protected by U.S. and international copyright laws.
You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Content; however, such license is subject to these Terms and does not include the right to (a) sell or resell the Services or Content; (b) distribute, publicly perform or publicly display any Content; (c) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof; (d) use any data mining, robots or similar data gathering or extraction methods; (e) download (other than page caching) any portion of the Services or Content, except as expressly permitted by us; and (f) use the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use also may violate applicable laws, including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms will be construed as conferring any right or license to any patent, trademark, copyright or other intellectual property or proprietary rights of QSC or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components or other materials provided by QSC or a third party that are subject to separate license terms, in which case those separate license terms will govern such software components or other materials.
5. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable laws, QSC has adopted a policy of limiting access to the Services by, or terminating the accounts of, users who, in appropriate circumstances and in QSC's sole discretion, infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
- Name of Designated Agent: General Counsel
- Address: 1675 MacArthur Blvd.
- Phone: (800) 772-2834
- Fax: (714) 754-6173
- Email: [email protected]
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
"QSC" and the QSC logo and any other QSC product or service names, logos or slogans that may appear on the Services, Content or our products are trademarks of QSC and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other "hidden text" utilizing "QSC" or any other name, trademark or product or service name of QSC without our prior written permission. In addition, the look and feel of the Services and Content, including all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark and/or trade dress of QSC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos on the Services, Content or our products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by QSC.
You are granted a limited, nonexclusive, non-transferable, non-sublicensable right to create a text hyperlink to the Services for noncommercial purposes, provided that such link does not portray QSC or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a QSC logo or other proprietary graphic of QSC to link to the Services without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any QSC trademark, logo or other proprietary information, including the images found on the Services or Content, the content of any text or the layout/design of any page or form contained on a page on the Services without QSC's express written consent.
QSC makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Services, or of websites linking to the Services. Such sites are not under our control, and we are not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.
8. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Services. You agree that you will abide by these Terms and will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from such user and QSC;
- Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
- Develop any third-party applications that interact with Content or the Services without our prior written consent;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of pages or functionality; or
- Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
9. User Content
The Services may include interactive features and areas that allow users to create, post, share or store content, including product reviews, comments, questions, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, “User Content”). In the event you decide to share your User Content with others through the Services, you understand that this User Content will be viewable by others in accordance with the privacy settings you establish. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Services.
By using the interactive features and areas of the Services, you further agree not to create, post, share or store any of the following:
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
- User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- User Content that impersonates, or misrepresents your affiliation with, any person or entity;
- User Content that references or depicts QSC or our products but fails to disclose a material connection to us, if you have one (for example, if you are a QSC employee or paid representative);
- User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
- User Content that contains any private or personal information of a third party without such third party’s consent;
- User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Sites or Products, or that may expose QSC or others to any harm or liability of any type.
We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
10. Product Reviews
We may provide specific opportunities for you to tell QSC or other users what you think about our products or services ("Product Reviews"). If you take advantage of such a Product Review opportunity, you agree to state your opinions lawfully, honestly and in good faith and to reveal to others any conflict of interest or relationship that might influence your views (e.g., if someone is paying or giving you something for free to encourage you to comment, you agree to make appropriate disclosures). All Product Reviews are strictly the opinion of the user posting such review, and QSC does not endorse or approve any such reviews or have any responsibility or liability for the accuracy, appropriateness or content of such reviews.
11. Rights in User Content
By submitting or posting User Content on the Services, you grant QSC a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content on or in connection with the Services and on third-party sites. You also grant QSC the right to use the name or email address that you submit in connection with such User Content. You understand and agree that the use of your or any other user's name, likeness, voice or identity in connection with various features on the Services does not imply any endorsement of such features or of the Services unless explicitly stated otherwise.
By submitting or posting User Content to QSC through the Services, you represent and warrant that (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content to the Services; (c) you authorize QSC to use such User Content for the purposes described in these Terms; (d) the User Content is accurate and not misleading or harmful in any manner; and (e) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third-party right.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about QSC, our products or the Services or Content (collectively, "Feedback"). Feedback, whether submitted through the Services or otherwise, is non-confidential and will become the sole property of QSC. QSC will own exclusive rights, including all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless QSC and our directors, officers, agents, partners, employees, independent contractors, vendors, service providers, product suppliers and consultants (the "QSC Parties"), from and against any and all actual and alleged claims, damages, costs, losses, liabilities and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or related to: (a) your use or misuse of the Services or Content; (b) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Services; (c) any Feedback you provide; (d) your violation of these Terms; or (e) your violation of the rights of another.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY QSC, THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. QSC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT. QSC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
QSC IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WHILE QSC ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, QSC CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
QSC reserves the right to change any and all Content and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you.
The laws of some states or jurisdictions do not allow the exclusion of implied warranties. To the extent those laws apply, the exclusions set forth above may not apply to you.
15. Limitation of Liability
IN NO EVENT WILL QSC OR ANY QSC PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM QSC OR A QSC PARTY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO QSC'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF QSC OR ANY QSC PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO QSC FOR ACCESS TO OR USE OF THE SERVICES OR THE AMOUNT OF ANY PRODUCT OR SERVICE YOU PURCHASE.
16. Modifications to the Services
We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof. You agree that QSC will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.
17. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH QSC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
17.1 Binding Arbitration
Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and QSC: (a) waive your right to have any and all disputes or Claims arising from these Terms, the Services or your purchase of a Product through the Services (collectively, "Disputes") resolved in a court; and (b) waive your right to a jury trial. Instead, you and QSC will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
17.2 No Class Arbitrations, Class Actions or Representative Actions
YOU AND QSC AGREE THAT ANY DISPUTE IS PERSONAL TO YOU AND QSC AND THAT SUCH DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. NEITHER PARTY AGREES TO CLASS ARBITRATION OR TO AN ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, YOU AND QSC AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
17.3 Federal Arbitration Act
You and QSC agree that these Terms affect interstate commerce and that the enforceability of this Section 18 shall be governed by, construed and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA") to the maximum extent permitted by applicable law.
You and QSC agree that you will notify each other in writing of any Dispute within thirty (30) days of when it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to QSC shall be sent by certified mail or courier to: QSC, LLC, Attn: Legal Department, 1675 MacArthur Boulevard, Costa Mesa, CA 92626. Your notice must include: (1) your name, postal address and email address; (2) a description of the nature or basis of the Dispute; and (3) the specific relief that you are seeking. If you and QSC cannot agree how to resolve the Dispute within thirty (30) days after QSC receives your notice, either you or QSC may, as appropriate pursuant to this Section 17, commence an arbitration proceeding or file a claim in court. You and QSC agree that any arbitration or claim must be commenced or filed within one (1) year after the Dispute arose; otherwise, you and QSC agree that the claim is permanently barred (which means that you will no longer have the right to assert a claim regarding the Dispute). You and QSC agree that (a) any arbitration will occur in Orange County, California (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (c) the state or federal courts in Orange County, California will have exclusive jurisdiction over the enforcement of an arbitration award and over any Dispute between the parties that is not subject to arbitration.
17.5 Authority of Arbitrator
As limited by the FAA, these Terms and applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
17.6 Rules of JAMS
The rules of, and additional information about, JAMS are available on the JAMS website at http://www.jamsadr.com/, as may be updated from time to time. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
If any provision of this Section 17 is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions will remain valid and enforceable. Further, the waivers set forth in Section 17.2 are severable from the other provisions of these Terms and will remain valid and enforceable except as prohibited by applicable law.
Notwithstanding the provisions herein related to modifications of these Terms, if QSC revises this Section 17 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change within thirty (30) days of the date such change became effective by providing QSC written notice of such rejection and delivering such notice to: QSC, LLC, Attn: Legal Department, 1675 MacArthur Boulevard, Costa Mesa, CA 92626. In order to be effective, your written notice must include your full name and clearly indicate your intent to reject changes to this Section 17. By rejecting such changes, you are agreeing to resolve Disputes in accordance with the last version of the Terms you accepted.
18. Governing Law
These Terms, your access to and use of the Services and Content will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. You hereby irrevocably consent to the jurisdiction and venue of the federal and state courts located in Orange County, California with respect to any Dispute between the parties that is not subject to arbitration under these Terms.
Notwithstanding any of these Terms, QSC reserves the right, without notice and in our sole discretion, to terminate your right to use the Services, or any portion of thereof, and to block or prevent your future access to and use of the Services or any portion thereof.
Whenever used in these Terms, the words "include" or "including" will be interpreted and construed as including without limitation to the examples that follow. Headings are used in this Agreement for the sake of convenience only.
If any provision of these Terms will be deemed unlawful, void or for any reason unenforceable, such provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining part of that provision, or the remaining other provisions.