Welcome to qpau.com (the “Website”). These Terms of Use constitute a legal agreement (the “Agreement” or “Terms of Use”) between you and QPAU Ltd (“QPAU,” “we” or “us”) that governs your use of the Website and purchase and use of any QPAU products (“Products”) through the Website. By using the Website, you accept these Terms of Use in full. If you disagree with these Terms of Use or any part of these Terms of Use, you must not use the Website.

These Terms of Use contain an arbitration provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 18 for full details.

By using the Website, you represent and warrant that you have read and understood and agree to be bound by QPAU’s Privacy Policy (the “Privacy Policy”), which is incorporated into this Agreement by reference. The Privacy Policy is available at https://www.qpau.com/privacy-policy.

As explained more fully in the Privacy Policy, the Website uses Cookies to collect certain information from you. By using the Website and agreeing to these Terms of Use, you consent to QPAU's use of Cookies in accordance with the terms of our Privacy Policy.

By accessing and/or using the Website, you represent and warrant that you are at least eighteen (18) years of age, and are otherwise legally qualified to enter into and form contracts under applicable law. If you are using the Website on behalf of a business entity, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that business entity.

Subject to your compliance with this Agreement, QPAU grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Website for your personal use.

This license does not include, and you must not:

Republish material from the Website (including republication on another website), sell, rent or sub-license material from the website

Show any material from the website in public

Reproduce, duplicate, copy or otherwise exploit material on the Website for a commercial purpose

Edit or otherwise modify any material on the website

Redistribute material from the Website except for content specifically and expressly made available for redistribution

Unless otherwise stated, QPAU and/or its licensors own the intellectual property rights in the website and material on the Website, and all rights not expressly granted in this Agreement are reserved by QPAU.

You knowingly and freely assume all risk when using the Website. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify QPAU and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, assigns, parents, subsidiaries, and related entities, including QPAU Ltd (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Website.

User Account

To access and use certain parts of the Website, you may be asked to create a user account ("Account"), and to provide information that personally identifies you. You represent and warrant that all user information you provide in connection with your Account and your use of the Website is current, complete, and accurate, and you agree that you will update that information as necessary to maintain its completeness and accuracy by updating your personal profile. You agree that you will not submit any fake content (including without limitation any username, likeness, or profile) to willfully and credibly impersonate another person, whether actual or fictitious. If QPAU believes in its sole discretion that the information you provide is not current, complete, or accurate, QPAU has the right to refuse you access to the Website. For additional information, see QPAU’s Privacy Policy.

Account Security

You may be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Website. You agree to notify QPAU immediately of any unauthorized use of your Account. QPAU shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by QPAU, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your Account.

QPAU imposes certain restrictions on your use of the Website. Any violation of this Section 7 may subject you to civil and/or criminal liability.

You must not use the Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the website, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website without QPAU’s express written consent.

You must not engage in any of the following conduct on the Website, which is expressly prohibited: (a) providing false, misleading, or inaccurate information to QPAU or any other person in connection with the Website; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (d) attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breaching security or authentication measures without proper authorization; (e) interfering or attempt to interfere with the use of the Website by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (f) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (g) creating additional Accounts to promote your (or another's) business, or causing others to do so; or () paying anyone for interactions on the Website.

You must not use the Website to transmit or send unsolicited commercial communications.

You must not use the Website for any purposes related to marketing without QPAU’s express written consent.

In these Terms of Use, "your user content" means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to the Website, for whatever purpose.

You grant to QPAU a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to QPAU the right to sub-license these rights, and the right to bring an action for infringement of these rights, provided, however, that QPAU shall not bring an action for infringement of any Product reviews posted by you without your express further permission.

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or QPAU or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

QPAU reserves the right to edit or remove any material submitted to the Website, or stored on QPAU's servers, or hosted or published upon the Website.

Notwithstanding QPAU's rights under these Terms of Use in relation to user content, QPAU does not undertake to monitor the submission of such content to, or the publication of such content on, the Website.

User Account

QPAU, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Website, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither QPAU nor its licensors or suppliers warrants that the Website will meet your requirements, or that the operation of the Website will be uninterrupted or error-free. QPAU disclaims all implied liability for damages arising out of the furnishing of the Website pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to furnish the Website, whether caused by acts of commission or omission, or any other damage occurring. QPAU shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of QPAU, Company Parties, or QPAU users, or their agents or representatives.

Your Responsibility for Loss or Damage; Backup of Data.

You agree that your use of the Website is at your sole risk. You will not hold QPAU or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Website, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Website may contain bugs, errors, problems, or other limitations.

Application of Disclaimers

The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and QPAU or between you and any of QPAU’s licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. QPAU’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Website or otherwise shall alter any of the disclaimers or limitations stated in this section.

No Advice

Nothing on the Website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

By creating an Account and providing your email address to QPAU, you expressly consent to receive electronic and other communications from QPAU, over the short term and periodically, including email communications. You may opt out of receiving promotional electronic communications at any time by following the unsubscribe instructions contained in each communication, or by contacting QPAU at one of our customer service numbers as listed here: https://www.qpau.com/contact. Your unsubscribe request will apply to promotional communications only and will not limit QPAU’s ability to contact you regarding your Account, or to provide you with updates to this Agreement or the Privacy Policy. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.

You represent and warrant that, when using the Website, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Website is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.

Trademarks

QPAU and the QPAU logo (collectively, the "QPAU Marks") are trademarks or registered trademarks of QPAU Ltd, and used by QPAU with permission. Other trademarks, Website marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Website may be the trademarks of third parties. Neither your use of the Website nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the QPAU Marks or any third-party trademarks, Website marks, graphics, logos, or domain names. You agree that any goodwill in the QPAU Marks generated as a result of your use of the Website will inure to the benefit of QPAU Ltd, and you agree to assign, and do assign, all such goodwill to QPAU Ltd. You shall not at any time, nor shall you assist others to, challenge QPAU Ltd’s right, title, or interest in, or the validity of, the QPAU Marks.

Copyrights

All content and other materials available through the Website, including without limitation the QPAU logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by QPAU Ltdor are the property of QPAU’s licensors and suppliers. Except as explicitly provided, neither your use of the Website nor this Agreement grant you any right, title, or interest in any such materials.

By using the Website, you agree that the exclusions and limitations of liability set out in the Website disclaimer are reasonable.

If you do not think they are reasonable, you must not use the Website.

The Website may be linked with the websites of third parties ("Third Party Websites"), some of whom may have established relationships with QPAU and some of whom may not. QPAU does not have control over the content and performance of Third Party Websites. QPAU has not reviewed, and cannot review or control, all of the material, including computer software or other goods or Websites, made available on Third Party Websites. Accordingly, QPAU does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or Websites available through Third Party Websites. QPAU disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Websites.

You agree that you will not bring any claim personally against QPAU’s officers or employees, or against any Company Parties, in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in the Website disclaimer will protect QPAU’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as QPAU and the Company Parties.

If any provision of the Website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of the Website disclaimer.

Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless QPAU and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to QPAU, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and QPAU, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Website or Products; (iv) your provision to QPAU or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (vi) your violations of Section 8 regarding prohibited uses of the Website and other prohibited conduct; or (vii) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.

The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.

Termination

Without limiting any other provision of this Agreement, QPAU reserves the right to, in QPAU’s sole discretion and without notice or liability, deny use of the Website to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic and shall not require any action by QPAU.

Effect of Termination

Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Website. Upon termination, QPAU may, but has no obligation to, in QPAU’s sole discretion, rescind any Websites and/or delete from QPAU’s systems all your Personal Information and any other files or information that you made available to QPAU or that otherwise relate to your use of the Website. Upon termination, you shall cease any use of the Website.

After termination, QPAU reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Website, including without limitation technological barriers such as IP blocking and direct contact with your Internet Website Provider.

Binding Arbitration

If you, on the one hand, and QPAU and Company Parties (collectively, “Arbitration Parties”), on the other hand, cannot resolve a dispute or other Claim through negotiations, any party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).

You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.

The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

Remedies in Aid of Arbitration; Equitable Relief

This agreement to arbitrate will not preclude you or the Arbitration Parties from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or the Arbitration Parties from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary.

The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

All notices required or permitted to be given under this Agreement must be in writing. QPAU shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to QPAU. You agree that any notice received from QPAU electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with QPAU is accurate and current, and notice to you shall be deemed effective upon the sending by QPAU of an email to that address. You shall give any notice to QPAU by submitting said notice to us at support@qpau.com.

If a provision of these Terms of Use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.