Terms of Service

Capitalized terms used in these Terms have the meanings given below.

1.1 “Account” means a User’s registered account for the Services.

1.2 “Affiliate” means, as to any person, another person that controls, is controlled by, or is under common control with that person.

1.3 “Buyer” means a User who acquires a Buyer License to a Digital Product.

1.4 “Digital Product” means an outline, attack outline, class notes, study guide, checklist, flowchart, flashcard set, or similar written educational material that a Seller makes available through the Services, together with its previews, descriptions, and accompanying files.

1.5 “Intellectual Property Rights” means all copyrights, moral rights, trademarks, trade secrets, and other intellectual property or proprietary rights, whether registered or unregistered, arising under the laws of any jurisdiction.

1.6 “Listing” means a posting through which a Seller offers a Digital Product on the Services.

1.7 “Marketplace” means the online marketplace operated by QuidPro through which Sellers offer, and Buyers acquire, Digital Products.

1.8 “Marketplace Fee” means the fee QuidPro charges for use of the Marketplace, as disclosed through the Services.

1.9 “Purchase Price” means the amount a Buyer agrees to pay for a Digital Product, exclusive of taxes and any separately disclosed charges.

1.10 “School” means a law school or other educational institution referenced through the Services.

1.11 “Seller” means a User who lists or sells a Digital Product through the Services.

1.12 “Services” means the QuidPro website, the Marketplace, and the related applications, software, and features that QuidPro makes available.

1.13 “Transaction” means a Buyer’s acquisition of a Buyer License to a Digital Product through the Services, together with any related refund or reversal.

1.14 “User” means any person who accesses or uses the Services, whether as a Buyer, Seller, or visitor.

1.15 “User Content” means any material a User submits or displays through the Services, including Listings, Digital Products, profile information, ratings, and reviews.

1.16 Construction. In these Terms, “including” means “including without limitation”; “or” is not exclusive; the singular includes the plural and the reverse; references to Articles and Sections are to those of these Terms; and headings are for convenience only and do not affect interpretation.

2.1 Eligibility. The Services are available only to individuals who are at least 18 years old and able to form a binding contract. By using the Services, you represent that you meet these requirements. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity, and “you” refers to both you and that entity.

2.2 Electronic Contracting. You accept these Terms by using the Services or by clicking or tapping an acceptance control. Your electronic acceptance has the same effect as a handwritten signature. You consent to receive all notices, disclosures, and other communications from QuidPro electronically, through the Services or at the email address associated with your Account, and you agree that electronic delivery satisfies any legal requirement that a communication be in writing. You are responsible for keeping your contact information current.

2.3 Additional Policies. QuidPro may publish additional policies that govern specific aspects of the Services, such as its acceptable use, copyright, privacy, and payment policies. Each policy QuidPro identifies as part of these Terms is incorporated by reference. If a policy conflicts with these Terms, these Terms control unless the policy expressly states that it governs.

2.4 Changes to the Terms. QuidPro may change these Terms from time to time. If a change is material, QuidPro will provide notice through the Services or by email and update the Effective Date. Changes take effect when posted unless QuidPro specifies a later date. Your continued use of the Services after a change takes effect constitutes acceptance of the revised Terms; if you do not agree, you must stop using the Services and may close your Account.

3.1 Registration. You must create an Account to purchase, upload, list, or sell Digital Products. You agree to provide accurate and complete registration information and to keep it current. QuidPro may rely on the information you provide until you notify QuidPro that it has changed.

3.2 One Account; No Transfer. Unless QuidPro agrees in writing, you may maintain only one Account, and you may not create additional Accounts to evade these Terms, enforcement actions, verification, or Marketplace controls. Your Account is personal to you and may not be sold, assigned, or otherwise transferred. Any attempted transfer is void.

3.3 Account Security. You are responsible for safeguarding your login credentials and for all activity under your Account. You must notify QuidPro promptly of any unauthorized use or suspected security breach. You remain responsible for activity under your Account until QuidPro has a reasonable opportunity to act on your notice.

4.1 What QuidPro Provides. QuidPro operates an online marketplace through which Sellers offer, and Buyers acquire licenses to, Digital Products. QuidPro provides hosting, search, payment processing, and related functionality. QuidPro is not the seller or licensor of any Digital Product and is not a party to the license between a Seller and a Buyer, except as necessary to operate the Marketplace, facilitate Transactions, and collect the Marketplace Fee.

4.2 Seller Responsibility for User Content. QuidPro does not create, author, edit, or pre-screen Digital Products, and does not review them for accuracy, quality, or legality before they are published. As between QuidPro and a Seller, the Seller is solely responsible for its Digital Products, Listings, and other User Content, including their originality, legality, and intellectual property status.

4.3 No Academic Endorsement. References to a School, professor, course, or academic term are provided only to identify the subject matter of a Digital Product. No School, professor, or educational institution sponsors, endorses, or is affiliated with QuidPro or any Digital Product unless QuidPro expressly states otherwise.

4.4 No Guarantees. QuidPro does not guarantee that any Digital Product, Listing, or feature will be available for any period, that any Digital Product will be accurate, complete, or useful, or that any Seller will make sales. Each Buyer decides whether to purchase a Digital Product at its own discretion and risk, and each Seller bears the business risk of listing on the Marketplace.

4.5 Independent Parties. Users are independent of QuidPro. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between QuidPro and any User, and no User may act or represent that it acts on QuidPro’s behalf.

4.6 Seller Anonymity. QuidPro may allow Sellers to list and sell Digital Products under a pseudonym or without publicly displaying their identity. QuidPro does not guarantee that a Seller’s identity will remain private and may disclose Seller or other User information where required by law or legal process, to respond to a copyright or other complaint, to enforce these Terms, or as reasonably necessary to operate the Services, in each case subject to QuidPro’s privacy policy.

A. Verification

5.1 Verification. Before you may list or sell Digital Products, and on an ongoing basis as a condition of doing so, QuidPro may require you to verify your identity, School affiliation, course enrollment or completion, ownership of a Digital Product, payment information, or other facts relevant to the Marketplace. You must provide the information QuidPro reasonably requests and keep it accurate. QuidPro may modify its verification requirements and is not obligated to permit any User to sell.

5.2 Verification Is Not Endorsement. Verification means only that a User satisfied QuidPro’s requirements when verification was granted. It is not a certification, endorsement, or guarantee by QuidPro of any User’s identity, qualifications, academic standing, ownership of a Digital Product, or legal rights, and it does not warrant that any Digital Product is original, accurate, lawful, or non-infringing.

B. Listings and Content

5.3 Listings and Pricing. A Seller is responsible for each of its Listings. Each Listing must accurately describe the Digital Product, including its title, description, and, where applicable, the relevant School, course, professor, and academic term, and must not be false, misleading, or likely to confuse Buyers about the Digital Product’s nature, authorship, or origin. Subject to any pricing rules QuidPro publishes, a Seller sets the Purchase Price for its Digital Products, and QuidPro may correct obvious pricing errors and cancel any Transaction resulting from a manifest pricing mistake.

5.4 Required Rights. A Seller may list a Digital Product only if the Seller holds all rights necessary to upload, reproduce, display, license, and sell it through the Services, and doing so does not breach any other person’s rights or any obligation the Seller owes to a School or any other person.

5.5 Original Work Product. Each Digital Product must be the Seller’s own original work product, created by the Seller from the Seller’s own study, notes, and analysis. A Digital Product may incorporate third-party material only to the limited extent the Seller is licensed to do so or the use is otherwise lawful. A Seller may not sell, in whole or in substantial part, (a) any material authored or provided by a professor, instructor, or School, including outlines, lecture slides, handouts, problem sets, examinations, model answers, and grading rubrics; (b) any commercial study aid, treatise, casebook, or other published or copyrighted work; or (c) any material the Seller obtained or copied from another student or source. This Section states a material condition of selling through the Services, and QuidPro relies on the Seller’s compliance with it.

C. Representations and Continuing Obligations

5.6 Seller Representations and Warranties. Each time a Seller uploads, lists, modifies, or sells a Digital Product, and for as long as the Digital Product remains available, the Seller represents and warrants to QuidPro and to each Buyer that:

1. (a)the Seller owns or holds all rights necessary to sell the Digital Product and to grant the licenses in Article VI;
2. (b)the Digital Product is the Seller’s own original work product, is the seller’s own expression, and complies with Section 5.5, except for third-party material the Seller is licensed or otherwise entitled to include;
3. (c)the Digital Product, the Listing, and the related User Content do not and will not infringe or misappropriate any person’s Intellectual Property Rights or other rights;
4. (d)the Digital Product does not contain any exam, professor-authored outline or slides, instructor’s manual, publisher or commercial study material, or other material the Seller is not authorized to distribute;
5. (e)the upload and sale of the Digital Product do not violate any confidentiality or contractual obligation binding on the Seller;
6. (f)the Seller has not removed or altered any copyright management information, watermark, or attribution in any third-party material included in the Digital Product;
7. (g)the Listing information is accurate and not misleading; and
8. (h)the Digital Product and its files are free of viruses and other malicious code.

5.7 Ongoing Duty. If any representation in Section 5.6 becomes untrue, the Seller must promptly notify QuidPro and, if QuidPro asks, remove the affected Listing or provide the information QuidPro reasonably requests. The Seller acknowledges that QuidPro and Buyers rely on these representations in operating the Marketplace and completing Transactions.

6.1 Ownership of Digital Products. As between QuidPro and a Seller, the Seller retains all right, title, and interest in its Digital Products, including all Intellectual Property Rights. These Terms do not transfer ownership of any Digital Product to QuidPro or to any Buyer.

6.2 License to QuidPro. Each Seller grants QuidPro, and its successors and assigns, a worldwide, non-exclusive, royalty-free license to host, store, reproduce, cache, index, reformat, and display its Digital Products, and to create previews and thumbnails, in each case as reasonably necessary to operate, secure, and improve the Services. QuidPro may permit its contractors, hosting providers, payment processors, content-delivery providers, and other service providers acting on QuidPro’s behalf to exercise this license solely as necessary to provide the Services. This license lasts while the Digital Product is available through the Services and afterward only as reasonably necessary to administer completed Transactions, keep archival copies, comply with law, and enforce these Terms.

6.3 Promotional License. Each Seller also grants QuidPro a license to use the titles, descriptions, previews, thumbnails, and other non-substantive portions of its Digital Products to operate search, generate previews, and market and promote the Marketplace and Listings. QuidPro will not sell or separately commercialize a Seller’s Digital Product outside the Marketplace without the Seller’s consent.

6.4 Buyer License. When a Buyer completes a Transaction, the Seller grants the Buyer a limited, personal, non-exclusive, non-transferable, non-sublicensable license to download, store, and use the Digital Product for the Buyer’s own personal, non-commercial educational use (the “Buyer License”). The Buyer License continues for the Buyer’s personal use and may be revoked only if the Buyer materially breaches these Terms or infringes the Seller’s or another person’s rights; QuidPro does not, however, guarantee continued availability of any Digital Product for re-download. A Transaction grants only the Buyer License and does not transfer any ownership or other Intellectual Property Right in the Digital Product.

6.5 Buyer Restrictions. Except as these Terms or applicable law permit, a Buyer may not reproduce, distribute, publicly post, resell, sublicense, share, upload to another platform, or otherwise make a Digital Product available to any third party, and may not remove or alter any copyright notice, watermark, or other proprietary marking in a Digital Product.

6.6 QuidPro Intellectual Property. The Services, including the QuidPro name, logos, software, interfaces, and design, and all associated Intellectual Property Rights, belong to QuidPro or its licensors. QuidPro grants each User a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose under these Terms. Except as expressly authorized, no User may copy, modify, reverse engineer, distribute, scrape, or create derivative works from any part of the Services.

6.7 Feedback. If you send QuidPro suggestions or other feedback about the Services, you assign to QuidPro all right, title, and interest in that feedback, and to the extent any of it does not vest by assignment, you grant QuidPro a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose. QuidPro has no obligation to you with respect to feedback.

6.8 Reservation of Rights. All rights not expressly granted in these Terms are reserved by QuidPro or the applicable owner. No license is granted by implication or estoppel.

7.1 Payment Processing. Payments are processed by independent third-party payment processors QuidPro designates. By completing a Transaction, a Buyer authorizes QuidPro and the applicable processor to charge the Buyer’s selected payment method for the Purchase Price, applicable taxes, and any other amounts disclosed at checkout, and represents that the Buyer is authorized to use that payment method. QuidPro is not responsible for the acts, omissions, or availability of any payment processor.

7.2 Completion and Finality. A Transaction is complete when payment is authorized or captured, the Digital Product is made available to the Buyer, and the Buyer License is granted. Subject to Article VIII and any non-waivable rights under applicable law, completed Transactions are final once the Digital Product has been made available.

7.3 Marketplace Fee. QuidPro retains the Marketplace Fee from the Purchase Price, or charges other fees, as disclosed through the Services. By listing a Digital Product, a Seller authorizes QuidPro to deduct the Marketplace Fee before remitting the Seller’s share. QuidPro may change the Marketplace Fee on reasonable notice, and changes apply only to Transactions completed after they take effect.

7.4 Seller Payouts. A Seller is entitled to its share of the Purchase Price for completed Transactions, payable through the payment processor QuidPro designates and subject to the Seller’s completion of required verification, provision of accurate payment information, and compliance with these Terms and the processor’s requirements. QuidPro may set payout schedules, minimum thresholds, and reserve periods, and is not responsible for delays attributable to a payment processor.

7.5 Deductions, Holds, and Reversals. QuidPro may deduct, offset, or withhold from a Seller’s payouts any Marketplace Fee, refunds, chargebacks, processing costs, taxes QuidPro must collect or remit, overpayments, and other amounts the Seller owes QuidPro. QuidPro may place a reasonable hold on payouts it reasonably believes relate to fraud, a pending dispute, chargeback, refund request, copyright complaint, or suspected breach of these Terms. If QuidPro refunds a Buyer, loses a chargeback, or otherwise returns funds because of a Seller’s Transaction, QuidPro may recover the amount from the Seller by offset against future payouts or other lawful means. Except as applicable law requires, no interest accrues on any funds held or withheld under these Terms.

7.6 Taxes. Each Buyer is responsible for sales, use, value-added, and similar taxes on a Transaction, other than taxes on QuidPro’s income. Each Seller is solely responsible for determining, reporting, and paying all taxes on its earnings. QuidPro does not provide tax advice. QuidPro may collect taxpayer information, remit taxes, and report earnings to tax authorities where required, and a Seller must provide the tax documentation QuidPro or its payment processor reasonably requests.

8.1 Final Sales. Digital Products are delivered electronically and can be downloaded and retained on delivery. Except as this Article or applicable law provides, all sales are final and QuidPro does not offer refunds, exchanges, or credits.

8.2 Discretionary Refunds. QuidPro may issue a refund or Marketplace credit where it determines doing so is appropriate, taking into account the relevant circumstances, including whether:

1. (a)the Buyer could not access the Digital Product because of a technical error attributable to the Services;
2. (b)the Digital Product materially differed from its Listing in a way likely to affect a reasonable Buyer’s decision;
3. (c)a technical malfunction caused a duplicate Transaction;
4. (d)the Transaction resulted from unauthorized use of the Buyer’s Account or payment method; or
5. (e)the Listing was removed shortly after the Transaction because of a substantiated copyright complaint or material breach of these Terms.

Issuing a refund in one case does not obligate QuidPro to do so in any other.

8.3 Requests and Chargebacks. A Buyer requesting a refund must provide the information QuidPro reasonably requests, and a Seller must cooperate with QuidPro’s investigation of any refund, chargeback, or dispute. Before initiating a chargeback, a Buyer must make a good-faith effort to resolve the matter with QuidPro. Nothing in this Article limits any right that cannot be waived under applicable law. QuidPro may recover amounts it refunds or loses to a chargeback because of a Seller’s conduct under Article VII.

9.1 General. You must use the Services only as these Terms and applicable law permit, and not for any unlawful, fraudulent, or deceptive purpose.

9.2 Prohibited Conduct. You may not:

1. (a)provide false or misleading information, or impersonate any person or misrepresent your identity, affiliation, or authority;
2. (b)infringe or misappropriate any person’s Intellectual Property Rights or other rights;
3. (c)interfere with or disrupt the Services, or circumvent any security or technical measure protecting the Services or a Digital Product;
4. (d)access another User’s Account, or use bots, scrapers, or other automated means to access or extract data from the Services, except as QuidPro authorizes in writing;
5. (e)upload or transmit any malicious code; or
6. (f)manipulate Listings, Transactions, ratings, download counts, promotions, or other Marketplace metrics, including through sham purchases, fabricated reviews, or fraudulent copyright or refund claims.

9.3 Prohibited Content. You may not list or upload any Digital Product or other User Content that:

1. (a)infringes or misappropriates any person’s rights;
2. (b)contains exams, model answers, grading rubrics, instructor’s manuals, publisher or commercial study materials, or professor-authored outlines, slides, or handouts that you are not authorized to distribute;
3. (c)contains malicious code; or
4. (d)violates applicable law or a court order, or promotes unlawful activity.

9.4 Buyer Use. A Buyer’s use of Digital Products is limited to the Buyer License and the restrictions in Article VI.

10.1 Policy. QuidPro respects intellectual property rights and responds to notices of alleged copyright infringement that substantially comply with the Digital Millennium Copyright Act (the “DMCA”), 17 U.S.C. § 512. QuidPro maintains a policy of terminating, in appropriate cases, the Accounts of Users it determines to be repeat infringers.

10.2 Notices of Infringement. A copyright owner or its agent who believes material on the Services infringes its copyright may send a written notice to the agent or manager QuidPro has designated to receive such notices (the “Copyright Manager”), identified on the Services and registered with the U.S. Copyright Office. The notice should include the elements required by 17 U.S.C. § 512(c)(3), including identification of the work and the allegedly infringing material, the complainant’s contact information, the required good-faith and accuracy statements, and a signature. QuidPro may request additional information and is not obligated to act on a notice that does not substantially comply with the DMCA.

10.3 Removal. QuidPro may remove or disable access to material identified in a notice before determining the merits of the claim, and any such removal is not an admission or a determination that the material infringes.

10.4 Counter-Notification. A User whose material was removed or disabled may submit a counter-notification that substantially complies with 17 U.S.C. § 512(g). QuidPro may then forward it to the complainant and restore the material within the period the DMCA prescribes, unless the complainant timely notifies QuidPro that it has filed suit.

10.5 Misrepresentations. A person who knowingly and materially misrepresents that material is infringing, or was removed by mistake, may be liable under 17 U.S.C. § 512(f), and QuidPro reserves all remedies against any person who submits a false notice or counter-notification.

10.6 No Adjudication. QuidPro is not a court. Any decision to remove, restore, or retain material under this Article is an administrative determination for operating the Services and is not a determination of the ownership, validity, or infringement of any right. QuidPro’s enforcement authority in Article XI applies whether or not QuidPro receives a DMCA notice.

11.1 Enforcement Authority. QuidPro may review, investigate, and moderate Accounts, Listings, Digital Products, User Content, Transactions, and User activity, and may remove or disable any Listing or Digital Product, decline to publish or complete any Transaction, revoke verification, restrict Marketplace functionality, and suspend or terminate any Account. QuidPro may take these actions, with or without notice, where it reasonably believes they are appropriate to enforce these Terms, protect Users or third parties, prevent fraud, comply with law or legal process, or protect the integrity or security of the Marketplace. QuidPro may take interim measures, including holds under Section 7.5, while an investigation is pending.

11.2 No Duty to Monitor. QuidPro has the right, but not the obligation, to monitor the Services or review User Content before it is published, and the DMCA imposes no general duty to monitor for infringement. QuidPro’s exercise or non-exercise of enforcement authority creates no duty or liability beyond what applicable law requires. Except where law requires, QuidPro need not disclose the basis for any enforcement or verification decision.

11.3 Cooperation. You agree to cooperate with QuidPro’s reasonable investigations and to provide the information and documentation QuidPro reasonably requests. QuidPro may communicate with Buyers, Sellers, complainants, copyright owners, payment processors, and authorities as reasonably necessary to administer the Services, resolve disputes, or comply with law.

11.4 Termination by You. You may close your Account at any time through the Services or by contacting QuidPro.

11.5 Effect of Termination. On suspension or termination, your right to access the Services ends, and QuidPro may remove or disable your Listings. Termination does not affect rights or obligations that arose before it, including payment obligations and any Buyer License already granted for a completed Transaction, and QuidPro may retain records as law permits or requires. Any provision that by its nature should survive termination does so, including Articles V through X and XII through XVI.

11.6 No Duty to Preserve. QuidPro may remove, disable, or delist any Digital Product, Listing, or other User Content under these Terms. Except as required by applicable law, QuidPro has no obligation to preserve, store, or restore any Digital Product, Listing, or User Content after it is removed or after an Account is suspended or terminated.

12.1 Services Provided “As Is.” To the fullest extent permitted by law, the Services, the Marketplace, and all Digital Products, Listings, and other User Content are provided on an “as is” and “as available” basis, and QuidPro disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Services will be uninterrupted, secure, error-free, or that any defect will be corrected.

12.2 User Content. QuidPro does not create, verify, or endorse any Digital Product, Listing, review, or other User Content, and does not warrant its accuracy, originality, legality, quality, or educational value. Sellers create all Digital Products, and Buyers use them at their own risk. QuidPro does not warrant that any Digital Product is sufficient for any course, exam, or other academic purpose, or that its use will produce any particular result.

12.3 Third Parties and Advice. QuidPro is not responsible for any third-party payment processor, hosting provider, or other third-party service the Services rely on. Nothing on the Services is legal, academic, or other professional advice, and you are responsible for determining whether your conduct complies with applicable law, your obligations, and your School’s policies.

12.4 Limits on Disclaimers. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this Article may not apply to you.

13.1 Allocation of Risk. The disclaimers and liability limits in these Terms are an essential basis of the bargain between QuidPro and each User, and QuidPro would not provide the Services on these terms without them.

13.2 Exclusion of Indirect Damages. To the fullest extent permitted by law, QuidPro will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, revenue, goodwill, or data, however caused and under any theory of liability, even if advised of the possibility of such damages.

13.3 Liability Cap. To the fullest extent permitted by law, QuidPro’s total liability arising out of or relating to the Services or these Terms will not exceed the greater of the Marketplace Fee QuidPro retained on the Transactions giving rise to the claim in the 12 months before the event giving rise to liability, or US $100.

13.4 User Disputes. QuidPro is not liable for any dispute, loss, or damage arising out of a Digital Product, Listing, Transaction, or the conduct of any Buyer, Seller, or other User, including claims about the originality, legality, quality, or infringement of a Digital Product, except to the extent liability cannot be limited under applicable law.

13.5 Sole Remedy. If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using them and, if applicable, close your Account.

13.6 Application. These limits apply regardless of the theory of liability and survive termination of these Terms. Some jurisdictions do not allow certain limitations, so parts of this Article may not apply to you, and nothing in these Terms limits liability that cannot be limited under applicable law.

14.1 Indemnification. You will defend, indemnify, and hold harmless QuidPro and its Affiliates and their respective officers, directors, employees, and agents (the “QuidPro Indemnified Parties”) from and against any third-party claim, and any resulting losses, damages, and reasonable attorneys’ fees, arising out of or relating to:

1. (a)your use of the Services;
2. (b)your breach of these Terms or violation of applicable law;
3. (c)your Digital Products, Listings, or other User Content, including any claim that they infringe or misappropriate a person’s rights; and
4. (d)as to a Buyer, its unauthorized use or distribution of a Digital Product.

14.2 Procedure. QuidPro will notify you of the claim, and you will not settle it in a way that imposes any obligation or admission on a QuidPro Indemnified Party without QuidPro’s prior written consent. QuidPro may assume the exclusive defense and control of any indemnified claim at its own expense, in which case you will cooperate with QuidPro.

15.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

15.2 Informal Resolution. Before starting a formal proceeding, the parties will try in good faith to resolve the dispute. The party raising the dispute will send written notice describing it and the relief sought, and the parties will have 30 days to resolve it before proceeding.

15.3 Binding Arbitration. Except as provided below, any dispute arising out of or relating to these Terms, the Services, or any Transaction will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable rules, before a single arbitrator, in Wilmington, Delaware (which may be conducted remotely). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides all issues of arbitrability, except that a court decides the enforceability of the class-action waiver in Section 15.4.

15.4 Class and Jury Waivers. To the fullest extent permitted by law, each party will bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. Each party also waives any right to a jury trial.

15.5 Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Intellectual Property Rights or confidential information, and QuidPro may bring collection actions or claims for unauthorized access to the Services in court. For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

15.6 Time to Bring Claims. Any claim arising out of or relating to these Terms or the Services must be brought within one year after it accrues, or it is permanently barred, except where applicable law prohibits shortening the limitations period.

16.1 Entire Agreement. These Terms, together with any policies incorporated by reference, are the entire agreement between QuidPro and each User regarding the Services and supersede all prior understandings on that subject.

16.2 No Reliance. In entering into these Terms, you do not rely on, and will have no remedy for, any statement, representation, or assurance that is not expressly set out in these Terms. Nothing in this Section limits liability for fraud.

16.3 Assignment. You may not assign or transfer these Terms or any rights under them without QuidPro’s prior written consent, and any attempted assignment is void. QuidPro may assign these Terms without restriction, including in connection with a merger, financing, or sale of assets.

16.4 Force Majeure. QuidPro is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, governmental action, cyberattacks, and failures of internet, telecommunications, or third-party services.

16.5 Notices. QuidPro may provide notices through the Services or to the email address associated with your Account, and such notice is effective when sent or posted. You are responsible for keeping your contact information current.

16.6 Severability; No Waiver; Remedies. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. QuidPro’s failure to enforce a provision is not a waiver, and no waiver is effective unless in writing. QuidPro’s rights and remedies are cumulative and in addition to those available at law or in equity.

16.7 Third-Party Beneficiaries. Except that the QuidPro Indemnified Parties may enforce Article XIV, these Terms confer no rights on any person other than the parties.

16.8 Interpretation. These Terms will be interpreted according to their plain meaning and not construed against either party as drafter.

16.9 Contact and Notices. You may contact QuidPro, and legal, copyright, and other notices may be sent, using the information below or as otherwise published on the Services:

16.10 California Residents. If required by law, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Sacramento, CA 95834, or (800) 952-5210.