QwikSlips, LLC Terms and Conditions of Service

Welcome to Qwikslips, and congratulations, you are about to use an efficient, effective app. At QwikSlips, we believe in providing good service at a fair price. We will not sell your data or share it with anyone. We will take reasonable precautions to protect your privacy and data, and that of your clients. We will act in good faith, and we will deal with you fairly; you agree to do the same with us.

Scope of Agreement. This agreement (“Agreement”) contains all of the terms and conditions under which Qwikslips, LLC, qwikslips.com, qwikslips.pro, and/or any affiliated websites (collectively, “QwikSlips”) agrees to provide services to its user/customers of any kind (“You”) through our web-based or mobile device software applications (our “Services”). By using our Services, You agree to each and every one of the terms and conditions (collectively, the “Terms”) in this Agreement. In the absence of Your agreement to each and every one of the Terms, we would not agree to provide our Services to You. This Agreement incorporates by reference all policies, notices, and other content that appear on QwikSlips’ website(s), including but not limited to www.qwikslips.com and/or any other affiliated website(s) in our platform now or at any time in the future (collectively, the “Websites”). We reserve the right to refuse or cancel service to anyone, for any reason or no reason.

Frequently Asked Questions (“FAQ’s”). The information provided in our FAQ’s with regard to how to use the Services and the limitations of the intended use of the Services are incorporated by reference as if fully set forth herein.

Payment Processing Fees. For all credit card, debit card, or other payments of any kind whatsoever through our payment processing system, we charge a minimum fee of .5% per transaction as a processing fee. Our payment processing is powered by Stripe. Stripe charges a base fee of 2.9% plus $.30 per successful charge for domestic cards. For a full list of Stripe fees click here: Processing Fees

Beta Testing Participants. Any person or entity participating in “beta testing” of the Services agrees to all terms and conditions of this Agreement. Beta testing participants (“BTP’s”) are those who receive our Services free of charge or at a discount rate in exchange for providing their observations, comments, suggestions, modifications, and other ideas of any kind whatsoever, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feeback”) regarding the Services and their experiences using the Services. BTP’s agree to keep confidential any information they learn from their participation, except any information that is publicly available. BTP’s agree that QwikSlips retains all right, title, and interest (including all patent, copyright, trademark, trade secret, and/or other intellectual property rights of any kind whatsoever) in and to the Services, platforms, technology, tools, documentation, performance data, Feedback, and any deliverables or work product resulting from BTP Feedback, including any and all derivative works, modifications, or improvements of any of the foregoing, including that may be incorporated from the Feedback. QwikSlips shall have the right to retain and use any such Feedback in current or future products or services without compensation to any BTP. If any BTP or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or other Feedback, QwikSlips is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Each and every BTP hereby assigns to QwikSlips on the BTP’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and QwikSlips shall own completely and be free to use, without any attribution or compensation to any BTP or related party of any kind, any ideas, know-how, concepts, techniques, or other intellectual property rights of any kind whatsoever contained in any Feedback or derived therefrom. Each and every BTP, for itself and its employees, contractors and/or agents of any kind whatsoever, agrees that QwikSlips may (1) analyze and monitor the BTP’s participation in the Beta Testing, (2) record any data resulting from the BTP’s participation in the Beta Testing and (3) use such records for QwikSlips own internal business purposes of any kind whatsoever.

Your State Law. In any conflict between You and QwikSlips arising from this Agreement and/or our Services, to the extent that the laws of Your state vary or contradict these terms and conditions (any “Variance”), we agree that the laws of Your state will control as to the Variance only.

Non-Refundable Fees. You will pay fees for Services offered by QwikSlips in the amount set forth in the online sign-up process on the Website (“Service Fees”) according to the billing frequency stated on the Website. All payment of Service Fees of any kind by You to QwikSlips are non-refundable. Service Fees are due and payable immediately on the date of invoice. QwikSlips may increase Service Fees from time to time by providing You with 10 days or more advance notice prior to charging such increased amounts. Service Fees pre-paid for a fixed term shall not be increased until expiration of the prepaid time period. All Service Fees are non-refundable, even if You terminate Your subscription early. You agree to the finance automation, billing, and subscription features of Stripe.com or any similar payment service provider (our “PSP”), including our PSP’s privacy policy, terms of service, and payment features, which can be reviewed at https://stripe.com/privacy,

https://stripe.com/legal/restricted-businesses,

https://docs.stripe.com/billing/subscriptions/upgrade-downgrade#proration, https://docs.stripe.com/billing/subscriptions/features, and are incorporated by reference as if fully set forth herein verbatim.

Services. Your failure to pay any Fees when due may result in immediate suspension or termination of Your subscription to the Services temporarily or permanently without notice and without right of access to any of Your data whatsoever stored or otherwise held by QwikSlips. We do not have any duty to store any of Your data of any kind whatsoever after termination of Your subscription. You have the right and opportunity to download all of Your data at any time during the term of paid-for Services. If You fail to pay any of the fees or charges due hereunder, QwikSlips has the irrevocable right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by QwikSlips in connection with the collection of such delinquent amounts, including without limitation, any/all court and related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by law in the state of Your residency.

Non-Consumer / Business Users Only. You warrant that You are a professional practicing in the legal profession and are using our Services only for purposes of conducting business in the legal profession or a similar professional field. If You attempted to use our Services for any other purpose, including but not limited to replicating our Services or otherwise competing with us, we would not and do not agree to provide any Services to You. In such an event, You understand and agree that You are barred from all access to our website/application. If You were a consumer, not in business, we would not agree to provide any Services to You, and You understand and agree that You would be barred from all access to our website/application.

You Are Responsible for Taxes. You are solely responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by federal, state, or local governmental entity on the transactions contemplated and/or consummated by this Agreement other than those that QwikSlips collects, which QwikSlips shall pay to the appropriate taxing authority. When we have the legal obligation to pay or collect taxes pursuant to this Section 6, the appropriate amount will be invoiced to and pre-paid by You.

E-Sign Disclosure, Consent and Communications. Consent to Electronic Disclosures and Notices. By registering for a QwikSlips account, You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with Your Account and/or Your use of the Services. You also agree that Your electronic consent will have the same legal effect as a physical signature. You agree that QwikSlips can provide Communications regarding the Services to You through the Website, or by sending Communications to the email or physical addresses identified in Your Account, at our sole discretion. Communications may include notifications about Your Account, changes to the Services, or other information we are required to provide to You. You also agree that electronic delivery of a Communication has the same legal effect as if we provided You with a physical copy. We will consider a Communication to have been received by You, and a Communication will be deemed to have been received by You, within 24 hours of the time a Communication is either posted to our Website or emailed to You. You will need a computer or mobile device, Internet connectivity, and an updated browser to access the Website and review the Communications provided to You. If You are having problems viewing or accessing any Communications, please contact us and we can find another means of delivery.

Text Messages. You authorize us to provide Communications to You via text message to allow us to verify Your or Your representative’s authority to use the Services (such as through two-step verification), and to provide You with other time-sensitive notifications regarding the Services. Standard text or data charges may apply to such Communications. Where offered, You may disable text message notifications by following instructions provided in the message. However, by disabling text messaging, You may be disabling important security controls relating to the Services and may increase Your risk of loss.

Compliance with Law; Prohibited Businesses and Activities. You must comply with all Laws and Network Rules in Your use of the Services. You may not use the Services to enable any person (including You) to operate or otherwise benefit from any prohibited business or activity, (collectively, “Prohibited Businesses”). Prohibited Businesses include, but are not limited to, use of the Services for personal, family or household purposes or in or for the benefit of a country, organization, entity, or person embargoed or blocked by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). In addition, You may not, and may not allow others to: (a) access or attempt to access non-public QwikSlips systems or Sensitive Data; (b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any Sensitive Data, content, or any part of the Services or our Website except as expressly permitted by this Agreement and Law; (c) act as master merchant, payment facilitator, service bureau or pass-through agent for the Services on behalf of any other person or entity or otherwise license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any other person or entity; (d) transfer any rights granted to You under this Agreement; (e) work around or circumvent, or attempt to work around or circumvent, any of the security or other technical features, measures, or limitations of the Services or enable functionality that is disabled or prohibited; (f) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services, except as expressly permitted by Law; (g) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect the use of the Services by our other users; (h) impose an unreasonable or disproportionately large load on the Services; (i) use the Services to transmit or store infringing, libelous, obscene, threatening, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; or (j) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of Laws. QwikSlips may provide a trust account template or other tools for use with client trust account activity (i.e., IOLTA accounts); however, the QwikSlips template(s) or other services are not meant as a trust account reconciliation tool and QwikSlips does not take any responsibility for compliance with state bar trust account requirements.

Your License. Subject to Your timely payment of all Fees and Your compliance with all terms and conditions of this Agreement, QwikSlips grants You a limited, non-exclusive, revocable-for-any-reason-or-no-reason at the sole discretion of QwikSlips, non-transferable license (without the right to sublicense) to electronically access and use the Services and our Application Programming Interface (“API”) solely to for the purposes contemplated by this Agreement. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is Your responsibility to promptly remove such user’s access to the Services. You are responsible for Your authorized users’ compliance with these Terms of Service. Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to You. We reserve the right to disable or delete access to the Services and any application programming interface for any of Your authorized users that we deem to be direct competitors, as determined in our sole discretion.

In addition to the restrictions set forth above, You may not, nor may You permit any third party to, do any of the following: (1) access or monitor any material or information on any QwikSlips system using any manual process or robot, spider, scraper, or other automated means; (2) alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from QwikSlips; (3) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; or (4) perform or attempt to perform any actions that would interfere with the proper working of the Services except as expressly allowed under this Agreement. In addition to the foregoing, third parties that compete directly with us are not permitted to access or use the Services or any API we may make available to You. We reserve the right to disable or delete access to the Services and any API for any of Your authorized users that we deem to be direct competitors, as determined in our sole discretion.

Our Intellectual Property Rights. The Services are licensed, not sold, and we retain and reserve all rights except those expressly granted exclusively to You in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. QwikSlips owns the title, copyright and other worldwide intellectual property rights in the Services and all copies of the Services and all derivatives of the Services. This Agreement does not grant You any rights to QwikSlips’s copyright, trade secret, trademarks or service marks, or other intellectual property, nor may You remove, obscure, or alter any of QwikSlips’s trademarks or service marks included in the Services.

We may engage with our customers and may engage with our customers’ customers or other third parties related to our customers, to understand how they interact with our Services and how to better develop our Services to meet their collective and ever-evolving needs. You may choose to, or we may invite You to, submit comments or ideas about the Services, or Beta Services, including about how to improve the Services or our products (“Feedback”). While transparency and candor are key to that process, You acknowledge and agree that You will not improperly use or disclose to us, and that the Feedback will not include, any confidential information or trade secrets of any third parties, and will not breach any obligation of confidentiality that You may have to any third party. You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of our customer or third-party engagement process or practices, or as a result of the Feedback or QwikSlips’s receipt or use thereof, and that QwikSlips owns all right, title and interest in and to its intellectual property.

By submitting Feedback, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place QwikSlips under any fiduciary or other obligation, and that we are free to use the Feedback in any manner without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Your disclosure, submission, or offer of any Feedback will constitute an assignment to QwikSlips of all worldwide rights, titles, and interests in and to all copyrights and other intellectual property in the Feedback. You further acknowledge that, by acceptance of Your submission, QwikSlips does not waive any rights to use similar or related ideas previously known to QwikSlips, or developed by its employees, or obtained from sources other than You.

QwikSlips Security. We will take reasonable steps to protect Your User Data and Sensitive Data. You acknowledge and agree that Your User Data and Sensitive Data is transmitted with the understanding that any security measures we provide may not be appropriate or adequate for Your specific business, and You agree to implement security controls that meet Your specific requirements.

Customer Security. You are solely responsible for the security of any Sensitive Data in Your possession, or that You are otherwise authorized to access or handle. You will comply with applicable Security Standards when handling or maintaining Sensitive Data and will provide evidence of Your compliance to us upon our request. If You do not provide evidence of such compliance to our satisfaction, we may suspend Your Account or terminate this Agreement. You will notify us within 24 hours if You have any reason to believe that there has been a security breach, leak, loss, or compromise of Sensitive Data on Your systems or the systems of parties acting as Your vendor (a “Data Incident”). In the event of any Data Incident (whether reported by You or otherwise), (i) immediately following Your notification to us of a Data Incident, You shall take immediate steps to contain and remedy the Data Incident and prevent any further Data Incident, including taking any and all action necessary to comply with Law; (ii) immediately following Your notification to us of a Data Incident, You shall investigate the Data Incident and provide to us all relevant records, forensics, and information required to comply with Law or otherwise requested by us; (iii) provided the same is not contrary to or violative of Law, You agree that we have the sole right to determine whether notice of the Data Incident, as it relates to the Sensitive Data of QwikSlips, is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or other as required by Law, or otherwise in our discretion, as well as the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation; and (iv) we may require You to permit a third-party auditor approved by us to conduct a security audit of Your systems and facilities, and You must fully cooperate with any requests for information or assistance that the auditor makes to You as part of the security audit. The auditor will issue a report to us, which we may share with Networks and Banks. In our sole discretion, we may take any action, including suspension of Your Account, to maintain the integrity and security of the Services, or to prevent harm to You, us, Banks, Networks, Purchasers, or other third parties. You waive any right to make a claim against us for losses You incur that may result from such actions we may take to prevent such harm, and You agree to bear the costs of and reimburse us for the costs of any of the foregoing and any other efforts we reasonably deem necessary or reasonable in connection with a Data Incident, except to the extent such Data Incident arises solely from the acts or omissions of QwikSlips in violation of Law or this Agreement.

Confidentiality. QwikSlips will only use User Data to perform the Services or as otherwise permitted by this Agreement, by other agreements between You and us, or as otherwise directed or authorized by You or required to comply with applicable law. You will protect all Sensitive Data You receive through the Services. You may not disclose or distribute any such Sensitive Data, and You will only use such Sensitive Data in conjunction with the Services and as permitted by this the terms and conditions of this Agreement.

Data Protection. You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personal Data (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, You will inform third parties that You are providing their Personal Data to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. QwikSlips will only use or process Personal Data provided by You according to the terms of this Agreement and will not retain, use or disclose the Personal Data outside of our direct business relationship with You or for any purpose other than providing You our Services. QwikSlips will not Sell or Share the Personal Data and will not combine the Personal Data (unless otherwise permitted under law or regulation or as reasonably necessary to perform our Services).

Termination by QwikSlips. We may terminate this Agreement and close Your Account for any reason or no reason at any time upon notice to You. We may also suspend the Services and instruct the Bank to suspend access to Your Account (including the funds in Your Account) if we believe, in our discretion, that You (i) have violated the terms of the QwikSlips’ policies or this Agreement, (ii) pose an unacceptable credit or fraud risk to us, or (iii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. If we terminate Your account for good reason, including but not limited to Your willful breach of this Agreement or Your other wrongful conduct, we will not be obligated to refund any pre-paid fees to You. If we terminate Service to You at our discretion or for no reason, not for good reason, we will refund any remaining pre-payment on a pro rata basis as calculated on a monthly basis.

Termination by Customer. You may terminate this Agreement by closing Your Account at any time. You will not have a right to receive a refund of any pre-paid amounts.

Effect of Termination. If this Agreement is terminated, Your Account is closed, or Your trial is expired, You agree: (i) to continue to be bound by this Agreement (except as otherwise specifically provided in this Agreement); (ii) to immediately stop using the Services; (iii) that the licenses provided under this Agreement are immediately terminated automatically; (iv) that we reserve the right but are not obligated to delete Your Account, all of Your information and Payment Data and any other data in our possession; and (v) that we will not be liable to You or any third party for termination of access to the Services, deletion of Your information or Payment Data, or export of Your information or Payment Data. We will not be liable to You for compensation, reimbursement, or damages in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve You of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by You to us as provided in this Agreement, and You are not entitled to a refund of any Fees paid under the Agreement.

You agree to indemnify, defend and hold us and our banks, processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of Your representations, warranties, or obligations set forth in this Agreement, including any violation of our policies or the Network Rules; (b) Your wrongful or improper use of the Services; (c) any Charge submitted by You through the Services (including the accuracy of any product information that You provide or any claim or dispute arising out of products or services offered or sold by You); (d) any Fees, Fines, Disputes, Refunds, Reversals, or any other liability we incur that results from Your use of the Services; (e) Your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (f) Your violation of any Laws; (g) any other party’s access and/or use of the Services with Your unique username, password or other appropriate security code, or otherwise on or through Your Account; (h) any violation of terms or conditions applicable to Third-Party Services; or (i) all fraudulent transactions related to any Data Incident and all costs incurred by any indemnified party as a result of such Data Incident.

Representations and Warranties. By accepting the terms of this Agreement, You represent, warrant and agree that: (a) You are eligible to register and use the Services and have the authority to execute, and perform the obligations required by, this Agreement; (b) any information You provide us about Your business, products, or services is accurate and complete; (c) any Charges represent a transaction for permitted products, services, or donations, and any related information accurately describes the transaction; (d) You will fulfill all of Your obligations to Your Purchasers and will use best efforts to resolve all Disputes with them; (e) You will comply with all Laws; (f) Your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) You will not use the Services for personal, family or household purposes, for peer-to-peer money transmission, or intercompany transactions; (h) You will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services; and (i) to the extent You provide any Personal Data to QwikSlips, You have obtained all authorizations, consents, and permissions, provided all notices, and otherwise taken all actions required by Law, necessary for QwikSlips’s receipt and use of such Personal Data.

Limitation of Liabilities and Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL QWIKSLIPS, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF, THE SERVICES OR YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS. UNDER NO CIRCUMSTANCES WILL QWIKSLIPS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE AMOUNT OF DAMAGES AWARDED FOR ANY CLAIM WILL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO QWIKSLIPS FOR SERVICES. THIS LIMITATION OF LIABILITY IS ENFORCEABLE UNDER ARIZONA LAW PURSUANT TO 1800 Ocotillo, LLC v. WLB Group, Inc., 219 Ariz. 200, 196 P.3d 222 (2008), AND OTHER APPPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QWIKSLIPS, ITS PROCESSORS, THE NETWORKS, AND ANY BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT POSTED, EMAILED, TRANSMITTED, STORED OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES (“CONTENT”); (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF ACCESS TO THE SERVICES, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (E) ANY BUGS, VIRUSES, TROJAN HORSES, MALICIOUS OR DELETERIOUS CODE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL QWIKSLIPS, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF NET FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF QWIKSLIPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Disclaimer of Warranties by QwikSlips. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE, AND USE OF SUCH SERVICES IS AT CUSTOMER’S SOLE RISK. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY QWIKSLIPS OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES (WHETHER ORAL OR WRITTEN) CREATES OR IMPLIES ANY WARRANTY FROM QWIKSLIPS TO YOU.

QWIKSLIPS DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT QWIKSLIPS WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICES, API, DOCUMENTATION, OR DATA; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT QWIKSLIPS MAKES NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD CONTRAVENE THAT LAW OR CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

Disputes; Arbitration. If a dispute of any kind arises, we want to understand and address Your concerns quickly and to Your satisfaction. Please contact QwikSlips support with any dispute. If we cannot resolve Your concerns, we agree to an informal dispute resolution process requiring individual arbitration.

You and QwikSlips agree to arbitrate all disputes. Notwithstanding the foregoing, QwikSlips may choose to pursue a claim in court, or may assign Your account for collection, and we or a collection agency may pursue in any court of competent jurisdiction, as to any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST QWIKSLIPS.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be class arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. The Federal Arbitration Act applies.

Any arbitration hearing or other legal proceeding of any kind related in any way to this Agreement will occur in Pima County, Arizona.

You or QwikSlips may elect to have the arbitration conducted by telephone or web-based video service, or based solely on written submissions, which election will be binding on You and QwikSlips subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by You or by QwikSlips, unless the arbitrator requires otherwise. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The prevailing party as determined under the applicable AAA award shall be entitled to an award of attorney’s fees and all costs and expenses. For purposes of this arbitration provision, references to You and QwikSlips also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users of the Services.

Subject to, and without waiver of the arbitration provisions above, You agree that any judicial proceedings or arbitration shall be brought in, and You hereby consent to the exclusive personal jurisdiction and exclusive venue in Pima County, Arizona.

Governing Law. Except as otherwise specifically agreed herein, this Agreement will be interpreted and any dispute will be governed by Arizona law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed within Arizona, without regard to choice-of-law or conflicts of law principles that would require application of law of any different jurisdiction. We and You stipulate and agree to personal jurisdiction in Arizona and waive any/all objections to such personal jurisdiction. QwikSlips is located exclusively in Arizona. The Services are offered exclusively from Arizona.

Limitation on Time to Initiate a Dispute. Regardless of any other law or rule, You and QwikSlips agree that either party must commence any action or proceeding (i.e., arbitration) relating to any Dispute within one (1) year after the occurrence of the event giving rise to such dispute. You and Qwikslips agree that one year is a commercially reasonable time within which to commence arbitration of any legitimate claim.

Non-Assignment. You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of Your Account to others without our prior written consent, which may be granted or withheld at our sole discretion. If You wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of Your rights and obligations owed by You related to the assignment, and must agree to comply with the terms of this Agreement. QwikSlips may assign this Agreement without Your consent or any other restriction. Any assignment or attempted assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, QwikSlips and Customer, and their respective and permitted successors and assigns.

No Agency; Third Party Services. Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between You and us, or with any Network. Each party to this Agreement, and each Network, is an independent contractor. Neither You nor we have the ability to bind a third party to any contract or obligation, and neither party will represent that You or we have such an ability.

We may reference, incorporate, utilize, or provide access to third-party services, products, and promotions that use, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for Your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for You. You access and use any Third-Party Services based on Your own evaluation and at Your own risk. You understand that Your use of any Third-Party Services is not governed by this Agreement. If You decide to use any Third-Party Services, You will be responsible for reviewing, understanding, accepting, and complying with the terms and conditions associated with such use. We expressly disclaim all responsibility and liability for Your use of any Third-Party Services. Please also remember that when You use a Third-Party Services, our Privacy Policy is no longer in effect with respect to those Third-Party Services. Your use of a Third-Party Services, including those that have a link on our Website, is subject to that Third-Party Service’s own terms of use and privacy policies.

Payments from Purchasers to You through QwikSlips may be made via virtual card, e-check, or other method, and will be processed using the Services in accordance with this Agreement. You acknowledge and agree that payments made through the QwikSlips Network will be subject to the same Fees (including processing fees and transaction fees) as other payments of the same type (card or e-check, for example), as set forth in Appendix B, and You agree to pay such Fees in accordance with Section 3, even if such payments could have been made via another method (paper check, for example).

Amendment

This Agreement and the Privacy Policy may be amended by QwikSlips upon notice to You. Notwithstanding the foregoing, in the event this Agreement or the Privacy Policy must be amended pursuant to a change required by the Network Rules or to comply with Law, such amendment may be effective sooner. QwikSlips may change, delete, discontinue, or impose conditions on use of the Services by posting such changes on the Website, via mail or email, or through other means pursuant to which we deliver You Communications. Your use of the Services or API after we publish any such changes on our Website or otherwise communicate such changes to You, constitutes Your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our Website at any time.

Artificial Intelligence Not Allowed. The Websites and/or all underlying computer code may not be used, reviewed, explored, used or exploited in any manner by any kind of artificial intelligence program of any kind whatsoever (“AI”). Owners, operators, developers, and others affiliated or associated with AI in any way (“AI Companies”) are specifically not granted permission to use their systems on the Websites and are not granted permission to review or use any computer code or other information of any kind from the Websites in any manner. AI Companies whose AI visits, reviews, or otherwise makes use of the Websites in any manner agree that they are subject to all of the terms and conditions of this Agreement.

Other Provisions:

QwikSlips respects the intellectual property rights of others and requires that everyone utilizing the Services do the same. You warrant that You are a legitime user of our Services and You agree that You will not copy our code or share access to our service with anyone outside of Your organization. If You copy any of our Services, code, or other information, You agree that You shall pay QwikSlips a fee in the amount of 50% of all revenue of any kind that generate from any website, application, or other medium in which You use such copied material or in which You use material derived form such copied material.

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between You and QwikSlips for provision and use of the Services. Except where expressly stated otherwise in a writing executed between You and QwikSlips, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth Your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

The rights and remedies of the parties under this Agreement are cumulative. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

The heading titles preceding the text of Sections and Subsections included in this Agreement are for convenience only and will not be deemed part of this Agreement. The use of the terms “including” or “include” will in all cases mean “including, without limitation” or “include, without limitation” respectively. The word “or” is not exclusive. Reference to any person or entity includes their successors and assigns to the extent such successions and assignments are effective in accordance with the terms of this Agreement. References to a Law means such Law as amended from time to time and includes any successor Law thereto. Unless the context requires otherwise, the use of the terms “hereunder,” “hereof,” “hereto” and words of similar import will refer to this Agreement as a whole and not to any particular Section, Subsection, paragraph or clause of this Agreement.

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement will survive and remain in effect in accordance with its terms upon the termination of this Agreement.