General Terms & Conditions Of Supply
Effective from 21 December 2020
IMPORTANT: BY USING THE SKILLS MATTER SITE AND AGREEING TO THESE TERMS, YOU ARE AGREEING TO RESOLVE ANY DISPUTE WITH QUAD4 THROUGH BINDING ARBITRATION, NOT IN COURT, AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS. PLEASE REVIEW SECTION 19 CAREFULLY, WHICH DESCRIBES THESE RIGHTS AND AGREEMENTS.
1. WHO ARE WE?
Welcome to Skills Matter, a community and website, skillsmatter.com, owned and operated by Quad4 Group Limited - T/a Skills Matter, a company registered in England and Wales under registration number 12371678, and trading under the name Skills Matter. To contact us, please email [firstname.lastname@example.org]((mailto:email@example.com) or write to us at:
Quad4 Group Limited – T/a Skills Matter
31 High Street, Haverhill, Suffolk, England, CB9 8AD, United Kingdom
2. WHAT THESE GENERAL TERMS AND CONDITIONS OF SUPPLY ARE FOR
2.1 These general terms and conditions of supply ("Terms") of Quad4 Group Limited - T/a Skills Matter. (from now on, "Quad4 Group", "Quad4", "we", "our" and "us") (together with the documents expressly referred to in this document) tell You information about us and the legal terms and conditions on which we sell any of our goods and services (including meetups, talks, conferences, workshops, courses, Hackathons and other types of events, SkillsCast recordings, articles or online content programmes and other services) ("Services") listed on our website (our "Site") to our customers (from now on, "You").
2.2 These Terms are an important and legally binding document and will apply to any contract between Quad4 Group and You for the supply of Services ("Contract"). Please read these Terms carefully and make sure that You understand them before ordering any Services, whether from our Site or directly from us. By ordering any of our Services, You, the individual or entity that has ordered from us, agree to be bound by these Terms and the other documents expressly referred to in this document.
2.3 You should print a copy of these Terms or save them to Your computer for future reference.
2.4 We amend these Terms from time to time. Every time You wish to order Services, please check these Terms to ensure You understand the terms which will apply at that time. Those Terms existing as of the date of Your order and accepted by You are valid for and govern Your order. Every time You order Services from us, the Terms in force at that time will apply to the Contract between You and us. Whenever we revise these Terms, we will keep You informed and give You notice of this by stating the relevant date at the top of this page. These Terms were most recently updated on the date set out at the beginning of them.
2.5 These Terms, and any Contract between us, are only in the English language.
2.6 If You are a purchaser of one of our conferences (“Conferences”) or one of our courses (“Courses”), then the specific terms and conditions set out below in SPECIFIC TERMS RELATED TO CONFERENCES, SPECIFIC TERMS RELATED TO COURSES, will also apply to our provision of those Services.
2.7 These Terms supplement and do not supersede or replace the “SkillsMatter Website Terms,” which are available on this website.
3. OUR SERVICES AND RELIANCE ON INFORMATION
3.1 We update information about the availability of our Services frequently on our Site. Sometimes however Conferences, However, you understand that courses, events and tickets sell out or are cancelled between this time and when You have placed an order.
3.2 Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up-to-date.
3.3 Any views given by any speakers at any of our Conferences, events and Courses during the supply of our Services are provided for general information only and it is not intended to amount to advice on which You should rely or to be considered an endorsement by us of such views.
4. YOUR ACCOUNT AND PASSWORD
4.1 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of our security procedures, You must treat such information as confidential. You must not disclose it to any third party.
4.2 We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in our reasonable opinion You have failed to comply with any of the provisions of these Terms.
4.3 If You know or suspect that anyone other than You knows Your user identification code or password, You must promptly change your password, using the facility provided, or notify us at or firstname.lastname@example.org.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that Quad4 Group Limited. is the owner of the unregistered trade marks for "SKILLS MATTER" and its logo and the owner or authorised licensee of all intellectual property rights in the images and descriptions and other content published on our Site and provided to You by us when providing our Services. Those works are protected by copyright laws and treaties around the world.
5.2 No licence is given to You and no intellectual property rights are transferred to you except as expressly stated in these Terms. All rights not expressly dealt with under these Terms are reserved to us exclusively.
6. APPLICABLE LAW
6.1 If You are a consumer located outside of the United States and its territories, please note that these Terms, their subject matter and Contract formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if You are a resident of Northern Ireland, You may also bring proceedings in Northern Ireland, and if You are resident of Scotland, You may also bring proceedings in Scotland.
6.2 If You are a business located outside of the United States and its territories, these Terms, their subject matter and Contract formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
6.3 If You are a consumer or business in the US or its territories, please note that these Terms, their subject matter and Contract formation, are governed by New York law. You and we both agree that the courts located in New York, New York will have exclusive jurisdiction over any dispute between the parties related to or subject to these Terms, that is excluded from Section 19.
7. IF YOU ARE A CONSUMER
7.1 This clause only applies if You are a consumer. You may only purchase Services from our Site if You are at least 18 years old.
7.2 As a consumer, You may have legal rights in relation to Services that are faulty or not as described. Advice about Your legal rights is available from Your local Citizens' Advice Bureau or Trading Standards office, if you are located in the United Kingdom. Nothing in these Terms will affect these legal rights.
7.3 As a consumer, You may cancel a Contract and receive a refund if you notify us in writing of that request to cancel during the period set out below in clause 7.4. This means that during the relevant period if You change Your mind, You can notify us of Your decision to cancel the Contract and receive a refund.7.4 Your legal right to cancel a Contract starts from the date of the Order Confirmation (discussed in section 9), which is when the Contract between us is formed. How long You have depends on what You have ordered and how it is delivered:
(a) Have You bought services? If so, You have 14 days after the date of Order Confirmation. However, once we have completed the services You cannot change Your mind, even if the period is still running. If You cancel after we have started the services, You must pay us for the services provided up until the time You tell us that You have changed Your mind.
(b) Have You bought digital content for download or streaming? if so, You have 14 days after the date of Order Confirmation, or, if earlier, until You start downloading or streaming. If we delivered the digital content to You immediately, and You agreed to this when ordering, You will not have a right to change Your mind.
(c) Have You bought goods? if so You have 14 days after the day You (or someone You nominate) receives the goods, unless:
I. Your goods are split into several deliveries over different days. In this case You have until 14 days after the day You (or someone You nominate) receives the last delivery to change Your mind about the goods.
II. Your goods are for regular delivery over a set period. In this case You have until 14 days after the day You (or someone You nominate) receives the first delivery of the goods.
7.5 When You don't have the right to change Your mind. You do not have a right to change Your mind in respect of: (a) digital products after You have started to download or stream these; (b) services, once these have been completed, even if the cancellation period is still running; (c) sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after You receive them; and (d) any products which become mixed inseparably with other items after their delivery.
7.6 We will process any refund due to You as soon as possible and refund You on the credit card or debit card (if any) used by You to pay.
8. IF YOU ARE A BUSINESS CUSTOMER
8.1 This clause only applies if you are a business.
8.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
8.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
8.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
9. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US – ORDERS
9.1 To place an order for attendance at one of our Conferences, Courses or meet ups on our Site, you can click the 'Book Now' or 'FREE: Register Now' buttons provided on the page on our Site that describes that conference or course or meet up, or such other applicable buttons that we provide.
9.2 If you are ordering for a business, You confirm that You have authority to bind any business on whose behalf You use our Site to purchase Services.
9.3 Our order process allows You to check and amend any errors before submitting Your order for attendance to us. Please take the time to read and check Your order at each page of the order process. If there are any errors or changes please email us immediately. Please note that changes can not be made once Your order is confirmed.
9.4 After You place an order, You will receive an email from us acknowledging that we have received Your order. However, please note that this does not mean that Your order has been accepted. Our acceptance of Your order will take place by our confirming our acceptance to You by sending You an email that confirms that ("Order Confirmation"). The Contract between us will only be formed when we send You the Order Confirmation.
9.5 Our cancellation of orders because of our fault: Subject to our specific terms for Conferences and Courses in sections 17 and 18, if we are unable to supply You with a Service, for example because that Service is no longer available or because of an error on our Site, we will inform You of this by email and we will not further process and will cancel Your order. If You have already paid for the Service, we will refund You the full amount as soon as possible.
9.6 Our cancellation or delay due to Your fault: Subject to our specific terms for Conferences and Courses in sections 17 and 18, if we are unable to perform, or are prevented or delayed from performing, any of our obligations under the Contract by any act or omission by You or failure by You to perform any relevant obligation ("Customer Default"):
(a) we have, without limiting our other rights or remedies, the right to cancel or suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations; and
(b) we will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 9.6.
9.7 We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
9.8 Your cancellation of orders: Subject to our specific terms for Conferences and Courses in sections 17 and 18, any order cancellations by You before Order Confirmation must be made by email at email@example.com.
10. PRICE OF SERVICES
10.1 The prices of the Services will be as quoted on our Site from time to time. We take all reasonable care to ensure that the prices are correct at the time when the relevant information was entered onto the system.
10.2 Prices for our Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.
10.3 Except as expressly stated on our Site, the price of any Services excludes VAT or sales tax (where applicable) at the applicable current rate chargeable in the UK (or as to sales tax, the applicable jurisdiction) for the time being. However (as to VAT), if the rate of VAT changes between the date of Your order and the date of delivery, we will adjust the VAT You pay, unless You have already paid for the Services in full before the change in VAT takes effect.
11. HOW TO PAY
11.1 You can pay for Services using a debit card or credit card. We accept the following credit and debit cards, which may vary depending on where you are located (and which may change over time): VISA, VISA Debit, Visa Electron, MasterCard, BACS, and secure banking through Revolut or direct credit to our bank account Quad4 Group Limited., sort code 04-00-75 account number 34990895.
11.2 We will accept payment in the currency advertised with the event only.
11.3 Quad4 Group Limited does not store credit card details nor do we share financial details with any 3rd parties.
11.4 Payment is due in advance of services provided, and subjected to the terms outlined in sections 16 and 17 below.
11.5 Remittance notifications should be emailed to firstname.lastname@example.org.
12. LIMITATION OF OUR LIABILITY IF YOU ARE A CONSUMER
12.1 This clause only applies if You are a consumer.
12.2 Subject to the rest of the provisions in this clause 12, our total liability to You for any loss You suffer will be limited to the amount of money payable to us for the Services provided to You.
12.3 Subject to section 12.2, we are responsible to You solely for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage You suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and You knew it might happen, for example, if You discussed it with us during the sales process.
12.4 We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This may include (where such exclusion would be prohibited) liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of Your legal rights in relation to the products; and for defective products under the U.K. Consumer Protection Act 1987 (if applicable).
12.5 When we are liable for damage to Your property: If defective digital content which we have supplied damages a device or digital content belonging to You and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay You compensation. However, we will not be liable for damage which You could have avoided by following our advice to apply an update offered to You free of charge or for damage which was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. In particular, You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site and use our Services. You should use Your own virus protection software.
12.6 We are not liable for business losses. We only supply the products for domestic and private use. If You use the products for any commercial, business or re-sale purpose we will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13. DISCLAIMER OF WARRANTIES
YOUR USE OF THE QUAD4 SITES IS AT YOUR SOLE RISK. THE QUAD4 SITES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, ADVICE AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE QUAD4 SITES ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THESE DISCLAIMERS INCLUDE, WITHOUT LIMITATION: * THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; * ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; * THAT ACCESS TO THE QUAD4 SITES WILL BE UNINTERRUPTED OR ERROR-FREE; * THAT THE QUAD4 SITES WILL BE SECURE; * THAT THE QUAD4 SITES OR THE SERVERS THAT MAKE THE SITES AVAILABLE WILL BE VIRUS-FREE; AND * THAT COMMUNICATIONS SENT FROM THE QUAD4 SITES ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES.
14. LIMITATION OF OUR LIABILITY IF YOU ARE A BUSINESS
14.1 This clause only applies if You are a business customer.
14.2 We only supply the Services for internal use by Your business, and You agree not to use the Services for any resale purposes.
(a) Nothing in these Terms limits or excludes our liability for: (b) death or personal injury caused by our negligence; (c) fraud or fraudulent misrepresentation; (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e) defective products under the Consumer Protection Act 1987.
14.3 Subject to clause 13.2, we will under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue; (b) loss or corruption of data, information or software; (c) loss of business opportunity; (d) loss of anticipated savings; (e) loss of goodwill; or (f) any indirect or consequential loss.
14.4 Subject to clause 14.2, our total liability to You in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Services.
14.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for Your purposes.
You agree to indemnify, defend and hold Quad4 Group, its directors, officers, employees, subsidiaries, affiliates, agents, other partners or representatives harmless from any loss, liability, claim or demand, including reasonable legal fees, made by any third party due to or arising out of Your use of the website or Your Content.16. OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect Your rights or our obligations under these Terms.
15.2 You may only transfer Your rights or Your obligations under these Terms to another person if we agree in writing.
15.3 These Terms and the Contract is between You and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 (where applicable) or otherwise.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If we fail to insist that You perform any of Your obligations under these Terms, or if we do not enforce our rights against You, or if we delay in doing so, that will not mean that we have waived our rights against You and will not mean that You do not have to comply with those obligations. If we do waive a default by You, we will only do so in writing, and that will not mean that we will automatically waive any later default by You.
16. SPECIFIC TERMS RELATED TO CONFERENCES
These specific terms apply in addition to sections 1 to 15 above of these Terms to any of our Services that are Conferences. To the extent of any inconsistency between these SPECIFIC TERMS RELATED TO CONFERENCES and sections 1 to 16 of these Terms, these SPECIFIC TERMS RELATED TO CONFERENCES will override. These terms apply only to purchases and agreements made between Quad4 Group and You.
16.1 Conference Fee: The Fee payable for the conference includes attendance and light refreshments during morning and afternoon breaks. In regard to sponsors the conference fee covers items specified in the agreed sponsorship package. Unless otherwise stated in the event description on our Site, the Conference Fee will not include lunch, accommodation, meals, travel or any other expenses that may be incurred by delegates or sponsors to the event.
16.2 Payment Terms: The Conference and Sponsorship Fees are due and payable at the time of booking. Prices quoted for conferences on our Site are exclusive of VAT or other applicable taxes (such as sales taxes), which will be added at the current rate upon invoicing or payment. Where a delegate or sponsor is attending an event in the UK, regardless of the delegate or sponsors country of origin, the point of supply for VAT purposes is the location of the event, which in that case is the UK.
16.3 Substitutions and Cancellations by the Delegate or Sponsor: In addition to any rights we may have in respect of cancellations under clauses 7, 9.5, 9.6 or 9.8, once booked and confirmed Conference/eXchange tickets cannot be cancelled and are non-refundable except as other wise stated in these Terms. However, a qualified substitute may be enrolled in a delegate's place provided we are notified in writing before the first day of the event.
In respect of Sponsorship Orders: In addition to any rights we may have in respect of cancellations under clauses 7, 9.5, 9.6 or 9.8, and unless we have agreed otherwise in writing, once booked and confirmed, Sponsorship Commitments can be cancelled or rescheduled by You subject to the following charges: * Cancellation or reschedule with 365 days or more notice prior to commencement of the Event — 0% of the sponsorship order; * Cancellation or reschedule with 90 days or more notice but less than 365 days notice prior to commencement of the Event — 25% of the sponsorship order; * Cancellation or reschedule with 60 days or more notice but less than 90 days notice prior to commencement of the Event — 50% of the sponsorship order; * Cancellation or reschedule with less than 60 days notice prior to commencement of the Event — 100% of the sponsorship order.
16.4 No sharing: There is only one ticket per delegate booking at a Conference and sharing is not permitted under any circumstances.
16.5 Cancellations and Changes by Quad4 Group: In addition to any rights we may have in respect of cancellations under clauses 7, 9.5, 9.6 or 9.8, if Quad4 Group changes the location or date of the Conference, we will make reasonable efforts to give sponsors and delegates as much advance notice as possible of any such change. If the delegate is unable to attend the Conference at the revised location or date, we will attempt to offer a voucher for another Conference. However, we will not be liable for any other costs incurred including (for example) travel charges or any consequential damages, even if we were advised of them. If Quad4 Group has to cancel a Conference scheduled by Us (Quad4 Group Inc.) for any reason, then we will refund 100% of any prepaid Conference Fee, but we will not be liable for any other costs incurred including (for example) travel charges or any consequential damages, even if we were advised of them.
16.6 Alterations to the event programme: It may become necessary for Quad4 Group to make alterations to the content, speakers, timing, venue or date of the Conference compared to the advertised programme and we reserve the right to do so without liability to any delegate.
17. SPECIFIC TERMS RELATED TO COURSES
These specific terms apply in addition to sections 1 to 15 above of these Terms to any of our Services that are Courses. To the extent of any inconsistency between these SPECIFIC TERMS RELATED TO COURSES and sections 1 to 15 of these Terms, these SPECIFIC TERMS RELATED TO COURSES will override. These terms apply only to purchases and agreements made between Quad4 Group and You.
17.1 Course Fee: The Fee payable for the Course includes attendance of the Course, lunch and light refreshments during morning and afternoon breaks. Unless otherwise stated in the Course description on our Site, the Course Fee will not include breakfast, dinner, accommodation, travel or any other expenses that may be incurred by delegates to the Course.
17.2 Payment Terms: The Fee is due and payable by the date that is the earlier date of:
(a) 14 days after our invoice date; or (b) the day before the Course start date. Prices quoted for Course on our Site are exclusive of VAT or other applicable taxes (such as sales taxes), which will be added at the current rate upon invoicing or payment. Where a delegate is attending a Course in the UK, regardless of the delegate's country of origin, the point of supply for VAT purposes is the location of the Course, which in that case is the UK.
17.3 Substitutions and Cancellations by the Delegate: In addition to any rights we may have in respect of cancellations under clauses 7, 9.5, 9.6 or 9.8, once booked and confirmed, Courses can be cancelled or rescheduled by You subject to the following charges: (a) Cancellation or reschedule more than 45 days notice prior to Course start date — 0% of Course Fee (b) Cancellation or reschedule with 30 days or more up to 45 days notice prior to Course start date — 50% of the Course Fee (c) Cancellation or reschedule with less than 30 days notice prior to Course start date — 100% of the Course Fee
A qualified substitute may be enrolled in a delegate's place provided we are notified in writing before the first day of the Course.
17.4 No sharing: There is only one ticket per delegate booking and sharing is not permitted under any circumstances.
17.5 Cancellations and Changes by Quad4 Group: In addition to any rights we may have in respect of cancellations under clauses 7, 9.5, 9.6 or 9.8, if Quad4 Group changes the location or date of the Course, we will make reasonable efforts to give delegates as much advance notice as possible of any such change. If the delegate is unable to attend the Course at the revised location or date, we will attempt to offer a voucher for another Conference. However, we will not be liable for any other costs incurred including (for example) travel charges or any consequential damages, even if we were advised of them. If Quad4 Group has to cancel the Course scheduled by Us (Quad4 Group Inc.) for any reason, then we will refund 100% of any prepaid Course Fee, but we will not be liable for any other costs incurred including (for example) travel charges or any consequential damages, even if we were advised of them.
17.6 Alterations to the course programme: It may become necessary for Quad4 Group to make alterations to the content, speakers, timing, venue or date of the Course compared to the advertised programme and we reserve the right to do so without liability to any delegate.
18. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IF YOU ARE A US RESIDENT, IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If you are a resident of the United States (or its territories), then you and Quad4 agree that these Terms may affect interstate commerce and that to the broadest extent permissible under law, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising, and any content available on or through any App or our Site); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Quad4 as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Quad4 at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Quad4, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Quad4 will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Quad4 will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
You and Quad4 agree that any arbitration will take place in the county of your billing address, provided that you may attend telephonically or videographically, in which case we will do the same. You and Quad4 further agree to submit to the personal jurisdiction of any federal or state court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Exception for Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to create your Account) written notice of your decision to opt out to optout@Quad4brands.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your agreement to these Terms; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Quad4 also will not be bound by them.
Changes to This Section: Quad4 will provide thirty (30) days’ notice of any changes to this section by posting on the Service, sending you a message, or otherwise notifying you when you are logged into your Account. Amendments will become effective thirty (30) days after they are posted on the Service or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Service.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Service.