This agreement (the “Agreement”) is a legally binding agreement between you and ZQUE, Inc., its affiliates, and its and their respective parents and subsidiaries (individually and collectively, “Company,” “we,” “our” or “us”), and applies to your membership and use of the URL, https://www.zque.com, and all other websites, social media pages and accounts owned by the Company (individually and collectively, the “Websites”).
BY CLICKING THE “I AGREE” BUTTON OR BY USING THE COMPANY SITES, INCLUDING, WITHOUT LIMITATION, BY PARTICIPATING IN THE OUR SERVICES, YOU HEREBY AGREE TO THE FOLLOWING TERMS & CONDITIONS AND OUR (zque.com/privacy). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS & CONDITIONS AND PRIVACY POLICY, PLEASE DO NOT USE THE COMPANY SITES.
Membership Services
The Company provides a wide array of security solutions, emergency services, and educational programs (collectively referred to as “Services”) on a best faith effort as selected by You through the company website when you execute your membership agreement. The Company may offer, in its sole discretion, additional products and Services on top of the basic membership package for an additional fee. Any additional Service must be selected and paid prior to it becoming effective. Current basic member Services are defined on the website.
Membership will become effective once You have executed this Agreement on the Company website, successfully completed Membership Fee payment, and the Company has accepted your membership (collectively referred to as the “Effective Date”). The Company reserves its right, in its sole discretion, to deny your application for any reason and to terminate this agreement per the terms contained herein.
Membership Fee
The Company offers memberships on a non-refundable, annual basis that is paid in full by You prior to the commencement of Services. This agreement will automatically renew unless this agreement has been terminated subject to the conditions contained herein. Any increase in the Membership fee shall be communicated to you at least thirty (30) days prior to your renewal.
Membership Eligibility
The Membership is not available to minors under the age of 21, to persons who are not United States citizens, or to any users suspended or removed from the system by the Company for any reason. Members may not have more than one active account. Additionally, Members and users are prohibited from selling, trading, or otherwise transferring their Membership account to another party.
In the event You wish to add a member of Your household to this Membership, your shall provide this persons name, address, e-mail, and phone number. The household member must have the same residential address as the Member. The effectiveness of this additional person will be the date the Company provides You written acceptance of this additional person.
Cancellation
You have the absolute right to cancel this Agreement, without the showing of any cause, after the initial one year membership by providing the Company with thirty (30) days prior written notice of the Effective Date via the Company website or general Company email address. Any cancellation prior to the initial one year anniversary shall be the fee paid forfeited by You.
Termination
The Company reserves the right to terminate Your Membership at any time without notice. Upon termination, the Company will refund the prorated portion of the unused annual membership within thirty (30) days of the cancelation notice. The provisions of the following Sections shall survive termination or expiration of this Agreement: Disclaimer of Liability and Warranty, Limitation of Liability, Indemnity, Choice of Law, Forum, and Termination.
Changes to Service
The Company reserves the right, in its sole discretion, to revise, change, or modify this Agreement at any time. We will incorporate all material changes to this Agreement on this page. Notice of any change may be given in any manner we choose that complies with law, including, but not limited to posting a notice of such changes on the Company website. We encourage you to review this page periodically for the most recent version of this Agreement. Any use by You of the website or Services following notice of such changes shall be deemed to constitute acceptance by You of those changes to this Agreement.
Electronic Communication
You agree that by providing Your contact information to Company, You consent to receiving communication from Company, its affiliates, and its agents in connection with your Membership. This may include communication about your account, features, and services via e-email, push notification, phone, or text message (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice) at any of the phone numbers provided by you or on your behalf. Standard text messaging charges applied by your cell phone carrier may apply. While it is your obligation to keep your contact information up-to-date so that Company can communicate with you about your account, you are not obligated to consent to receiving automated marketing phone calls or text messages about other Company products as a condition of membership. If you believe that you are receiving automated marketing communications by text message or phone in error, then you may opt out by contacting customer service. Likewise, if you wish to stop receiving marketing emails, you may opt out by clicking “unsubscribe” on the email. If you do not opt out, the Company may continue to contact you about new features and cost-saving opportunities as outlined in this Agreement and/or in its, available at https://www.zque.com/privacy-policy.
Privacy Policy
Company adheres to all applicable laws regarding the privacy of information submitted by Users of this Site. To receive information about the privacy policy applicable to the Web Sites, please visit our Privacy Notice. This Privacy Notice, incorporated herein by reference, explains what information the Company may collect or gather from you on or through the Web Sites and how we will use and protect your information. Company may use data collected from the sites, including history data, or cookies in accordance with the Privacy Policy. Although the website contain links to other web sites, the Company is not responsible for the privacy practices employed by other web sites. In addition, unless stated otherwise, the Company cannot guarantee the security of any data is submitted through the Internet, or by e-mail.
Miscellaneous
Disclaimer of Liability and Warranty
THE CONTENT, PRODUCTS, AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR ERRORS. WE DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE CONTENT, PRODUCTS, AND SERVICES. WE EXPRESSLY RESERVE THE RIGHT TO CORRECT ANY ERRORS ON THE SITE AND/OR ON PENDING SERVICES. COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY SERVICES ON THIS WEBSITE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH SERVICES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THIS WEBSITE, ITS SERVERS OR ANY EMAIL SENT FROM COMPANY, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. ANY AFFILIATE PROVIDING SERVICES ON THIS SITE ARE NOT AGENTS OR EMPLOYEES OF THE COMPANY. THE COMPANY AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. COMPANY AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AND/OR ANY RELATED PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON OPINIONS APPEARING ON THIS WEBSITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS WEBSITE; OR OTHERWISE ARISING OUT OF THE MEMBERSHIP SERVICES WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY, ITS AFFILIATES AND/OR ANY OTHER PERSON HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BODILY INJURY, LOSS OF LIFE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF THE WEBSITE, CONTENT OR ANY OF THE COMPANY’S SERVICES.
If, despite the limitation above, the Company or its Affiliates are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then the liability of the Company and its Affiliates shall in no event exceed, in the aggregate, of the Service fees You paid to the Company in connection with your Membership or Service. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in this Agreement inure to the benefit of the Company and its Affiliates.
Indemnity
You agree to indemnify and hold the Company (and its Members, owners, officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, arising out of or related to the use of your Membership, your breach of this Agreement, your violation of any law or the rights of a third party, or your use of the Website or incurred as the result of the Services rendered to you via this Membership.
Good Faith Compliance
The Company and its website may be accessed from many locations. You acknowledge and agree that consumer protection laws vary by location and that the Company has made a good faith attempt to comply with all such applicable laws, including, by way of example and not limitation, the California Subscription Act and similar statutes in other states. You agree that you will notify the Company if you believe that it is not in compliance with any laws and provide the Company with an opportunity to cure any alleged violations before invoking the Dispute Resolution mechanisms set forth in {Section E}.
Dispute Resolution, including Arbitration and Class Action Waiver
You and the Company agree that in the event of any dispute between us, you and we will first try to resolve the dispute by talking with each other. Accordingly, neither you nor we may start a formal proceeding for at least sixty (60) days after one of us notifies the other in writing of a dispute. You will send your notice to us at the address noted on the Company website and we will send our notice to you at your billing address. The notice must be sent by U.S. mail, Federal Express or UPS, with confirmation of delivery requested.
IF YOU AND THE COMPANY ARE UNABLE TO RESOLVE OUR DISPUTE BY TALKING TO EACH OTHER, YOU AND WE EACH AGREE THAT WE WILL SUBMIT THE DISPUTE TO BINDING ARBITRATION, SUBJECT TO THIS SECTION e(vi) BELOW. To the fullest extent permitted by law, any controversy or claim arising out of or relating to our relationship, these Terms & Conditions (including any dispute as to their breach, termination, enforcement, interpretation or validity), our {PRIVACY POLICY} (including any dispute as to its breach, termination, enforcement, interpretation or validity), the Company Sites, any promotional offers or any product or service provided under or in connection with our relationship will be resolved exclusively by binding arbitration, subject only to Section e(vi) below. The arbitration shall be conducted before JAMS using a single arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures (or their replacement) that are in effect at the time the arbitration is initiated and under the terms set forth in this Customer Agreement. The arbitrator shall be chosen by mutual agreement from a slate of ten (10) potential arbitrators proposed by either you or the Company and, if you and we are unable to agree, the arbitrator shall be chosen by the JAMS administrator. In the event of a conflict between the JAMS rules and this Agreement, this Agreement shall govern. Arbitration is not a court proceeding. The rules of arbitration differ from the rules of court and there is no judge or jury in an arbitration proceeding. YOU ARE HEREBY WAIVING YOUR RIGHT TO HAVE A JURY TRIAL OR TO GO TO COURT, other than as provided in Section e(vi) below. You may, in arbitration, seek any and all remedies otherwise available to you where you reside, other than as waived in this Agreement. You have a right to hire an attorney to represent you in arbitration. The arbitration shall permit the discovery of relevant information that is not privileged or protected.
The arbitration will be conducted at the JAMS office nearest to your hometown, unless you and we mutually agree to a different location or to a telephonic arbitration. If you decide to initiate arbitration after you and we are unable to resolve the dispute between us, we will pay the costs of the arbitration proceeding, including the arbitrator’s fees and case management fees, for claims in which you or we seek less than $5,000 from the other party. For claims in which you or we seek $5,000 or more from the other party, we shall evenly share the costs of arbitration. If you are required to pay a fee or deposit to JAMS to initiate your arbitration, we will reimburse you. We will not, however, pay your attorney’s fees. To start an arbitration, you or we must do the following three things:
Write a Demand for Arbitration. The demand must include a description of the dispute and the amount of damages or other relief sought. You can find a copy of a Demand for Arbitration at www.jamsadr.com.
Send two (2) copies of the Demand for Arbitration, plus the appropriate case management fee (which we will reimburse to you upon proof of payment) and reference to these Terms & Conditions to: JAMS 620 Eighth Ave., 34th Floor New York, NY 10018 1-212-751-2700
Send one (1) copy of the Demand for Arbitration to the other party.
The arbitrator’s decision shall be final and binding and may be enforced by any state or federal court that has jurisdiction; provided, however, that the arbitrator shall not have authority to make errors of law and any arbitration award may be challenged if the arbitrator does so. The arbitrator shall give a written statement of the disposition of each claim and the award shall provide a concise written statement of the essential findings and conclusions upon which it is based. You and we agree that the Federal Arbitration Act shall govern this agreement to arbitrate.
You and we agree not to join or consolidate claims in arbitration by or against the other. You and we also agree that you and we will not be entitled to bring any claim as a representative member of a class or in a private attorney general capacity against the other, or against officers, directors, agents, employees, affiliates or predecessors. Accordingly, you and we agree that the JAMS Class Action Procedures (or their replacement) will not apply in any arbitration between us. YOU HEREBY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PRIVATE ATTORNEY GENERAL CLAIM. You and we retain our respective rights to make any complaint to regulatory agencies or governmental investigators. A court may sever any portion of this Section e that it may find to be unenforceable, except for the prohibition on class, representative or private attorney general proceedings. You understand and agree that the waivers of rights in this Section e, including the waivers of the rights to bring a lawsuit in court and to assert a class action, are knowing and voluntary.
In lieu of initiating an arbitration, you may instead choose in your sole discretion to file an individual action in a small claims court. If you do so, we do not agree to pay any of your fees or costs. The provisions of Subsection e(v) above remain effective, even if you elect to file in a small claims court.
Governing Law; Forum
This Agreement will be interpreted, construed and governed according to the substantive laws of the State of New York without regard to principles of conflicts of law. The choice of forum shall be in Essex County, NJ.
Entire Agreement; Construction
This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and all prior representations of the parties, whether written or oral, are merged herein.
Survival
Any provision of this Agreement which imposes an obligation that extends beyond the termination of the Term will survive the termination of the Term.
Severability
If any term, provision or condition of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, void or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable and the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated as a result of such decision.
Headings
The headings in this Agreement are for convenience only and will not be construed as a part of the Agreement.
No Construction Against Drafter
No Party hereto will be considered to be the drafter of this Agreement or any paragraph or term hereof and no presumption will apply to any Party as the “drafter.”
Legal Significance
You acknowledge that this Agreement is a legal document and creates certain rights and responsibilities. You also acknowledge that You have had a reasonable time to seek legal advice regarding the Agreement and have either chosen not to do so or have done so and are satisfied with the terms and conditions of the Agreement.
Amendment.
No amendment of this Agreement shall be binding unless it is made in writing and approved by the Company, in its sole and absolute discretion. Notwithstanding the foregoing, the Company may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulation (“Applicable Law”) by updating this Agreement on its Website; except for amending the Annual Membership Fee which shall be at least thirty (30) days advance written notice. Any such changes are incorporated by reference into this Agreement without the need for signature by the Parties and are effective as of the date established by the Company.