End User Agreement

QUICKLOOK, INC.
TERMS OF SERVICE

Last Updated: April 24, 2020

Please carefully read these Terms of Service (this “Agreement”). This Agreement between you and QuickLook, Inc. (“QuickLook”, “us”, “our”, or “we”) governs your use of quicklookconnect.com and any other QuickLook-operated website that links to this Agreement (collectively, the “Website”). Your use of the Website is also governed by our Privacy Policy (available on this site and at https://quicklookconnect.com/user-%26-privacy-policy).

BY ACCESSING THE WEBSITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT WITHOUT ANY MODIFICATION. DO NOT ACCESS THE WEBSITE OR USE THE WEBSITE IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT. IF YOU ARE ACCESSING AND USING THE WEBSITE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY AND TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.

IMPORTANT NOTICE: YOUR USE OF THE WEBSITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 12, REQUIRING ALL CLAIMS TO BE RESOLVED VIA INDIVIDUAL BINDING ARBITRATION.

1. Overview

QuickLook provides a platform that allows service providers to send an SMS message to an individual’s mobile device with a link that the individual may access and allow a service provider to view a live-stream using the camera on the individual’s mobile device.

The service provider, and not QuickLook, is responsible for (A) providing all legally required notices to individuals (including, without limitation, notices that text message and data rates may apply and any notices that may be required under the Telephone Consumer Protection Act (“TCPA”)), (B) obtaining all legally required consents and permissions to contact an individual and ensuring that any contact or attempted contact with an individual does not violate applicable law (including, without limitation, the Children’s Online Privacy Protection Act (“COPPA”)), (C) complying with all applicable laws when requesting access to the camera on an individual’s mobile device, including any request to stream or record (if applicable) any images and sounds through such camera.

Any disputes between a service provider and an individual must be resolved between the service provider and individual.

2. Registration and Eligibility for Services

A. Registration. In order to utilize some of the Website’s features, you must register and create an account. In order to create an account, you must complete the registration process by providing QuickLook with complete and accurate information as prompted by the registration form, including contact information, a username, and password. You shall protect your password and take full responsibility for your own and third-party activities that occur under your account. You agree to notify QuickLook immediately of any unauthorized use of your account or any other breach of security. If you create an account on behalf of an entity, this Agreement binds both you and the entity.

B. Refusal of Service. QuickLook reserves the right, with or without notice, to terminate the account of, or refuse service to, any persons that violate this Agreement, violate any party’s intellectual property rights, abuse other users of the Website, misuse the Website, or otherwise engage in inappropriate conduct, as determined by QuickLook in its sole discretion.

C. Information Submission and Age Restriction. By submitting any information, including any User Content (as defined below), through the Website, you represent and warrant that you are 18 years of age or older, and, if under the age of majority in your state, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement and use the Website. QuickLook does not intend to use the Website to collect any information from children under age 18. Pursuant to 47 U.S.C. § 230(d), you are notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. For information on providers of such services, contact your information technology professional.

3. Revisions to this Agreement. We may revise and update this Agreement from time to time, and will post the updated Agreement to the Website. Unless otherwise stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon posting. Other than updating the date at the top of the Agreement, we are not obligated to provide you with notice of any changes, but reserve the right to do so. Your continued use of this Website will constitute your agreement to any new provisions within the revised Agreement.

4. Website Ownership and Proprietary Rights; Access to the Website

A. Ownership. All written content prepared and posted by QuickLook (not including User Content), and the Website design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on our Website (collectively, “QuickLook Content”) are owned by or licensed to QuickLook and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. QuickLook reserves all rights not expressly granted in, and to, the Website and the QuickLook Content.

B. Access and Use of the Website. Subject to, and in accordance with, this Agreement, QuickLook permits you to access and make personal use of the Website for yourself or your organization. QuickLook reserves all rights not expressly granted to you hereunder. Your authorization to access and use the Website is automatically revoked if you violate any of this Agreement. QuickLook reserves the right to revoke your authorization to access or use the Website at any time for any reason. Except as otherwise provided in this Agreement, no part of the Website and no QuickLook Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use without QuickLook’s prior express written consent. Your access to this Website is provided on a temporary basis with no guarantee for future availability.

C. Restrictions on Use of Website. In addition to complying with other terms and conditions applicable to your use of the Website, you agree that when using the Website, you will not:

Use the Website or any QuickLook Content in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation;
Delete, modify, or attempt to change or alter any of the QuickLook Content or notices on the Website;
Introduce into the Website any virus, rogue program, time bomb, drop dead device, back door, trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Website, or to otherwise harm other users, QuickLook Content, or any third parties, or perform any such actions;
Use the Website to commit fraud or conduct other unlawful activities;
Access or attempt to access any other person’s account, information, or content without permission;
Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Website is based;
Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or scraping the information contained on the Website for any reason;
Frame or mirror any part of the Website;
Connect to or access any QuickLook computer system or network without authorization; or
Use the information in the Website to create or sell a similar service.

In order to protect the integrity of the Website, QuickLook reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website. You may not use any technologies or processes to circumvent any IP blocks or other mechanism put in place by QuickLook to limit, restrict, or prevent access to the Website.

D. Website Availability. There may be times when the Website is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Website will always be available or is completely free of human or technological errors. You must provide the equipment and Internet connections necessary to access the Website at your own expense. We do not guarantee that the Website will operate with your computer, mobile device, internet service plans, or mobile provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

5. User-Generated Content

The Website includes features that allow an individual you contact to upload content through the Website using the camera on such individual’s mobile device (“User Content”). This Section provides the terms and conditions governing your use of such features.

A. User Obligations and License; Intellectual Property. You alone are solely responsible for all User Content that you ask or permit an individual to stream, post, upload, or otherwise transmit (collectively “Post”) through the Website. You agree not to solicit any individual to Post through the Website any User Content which is false, defamatory, infringes upon another party’s intellectual property, or is otherwise illegal. By soliciting an individual to Post User Content through the Website, you warrant and represent that you have a valid and legal business reason to solicit such Posting and that you have complied with all applicable laws (including, without limitation, TCPA and COPPA) when contacting an individual, requesting permission to activate the camera on such individual’s mobile device, and soliciting the Posting of any User Content. As between you and QuickLook, all User Content that is Posted through the Website is owned solely by QuickLook.

B. License to User Content. QuickLook grants you a non-exclusive, non-sublicensable, and non-transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform User Content solely for your internal business purposes; provided, however, such license is granted on an “AS IS” basis and without any representation or warranty by QuickLook regarding such User Content. You hereby acknowledge and agree that your right to User Content under the foregoing license is subject to your agreement that QuickLook is not responsible for the content or quality of User Content, and that you shall indemnify, defend and hold harmless QuickLook and its affiliates and their respective officers, directors, shareholders, employees, contractors and agents from any and all liability, damages, losses, expenses (including reasonable attorneys’ fees), and fines arising out of your use of User Content or any breach by you of any obligation, representation or warranty under this Agreement.

C. Prohibited Content. You agree that you will not use the Website to solicit or allow any individual to Post any User Content that:

is obscene, defamatory, threatening, harassing, abusive, slanderous, racially or ethnically offensive, hateful, or embarrassing to any other person or entity;
displays, describes or encourages usage of any product or item that is dangerous or that is contrary to any instructions or warnings relating to the product or item;
contains illegal goods, pornographic or violent content, or that promotes hate, violence, racial intolerance, or the financial exploitation of a crime;
is or relates to sexually oriented materials or services;
contains ammunition, firearms, or weapons;
promotes or encourages criminal activity, money laundering, or terrorist financing;
includes the voice, image, or likeness of any individual under 18 years of age, or of any individual for whom all legally required notices, consents and permissions have not been obtained in demonstrable form;
contains or reveals any personally identifiable information, financial information, or protected health information of any individual;
contains any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential or proprietary information, or use trademarks or service marks in an infringing fashion;
contains any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or
is intended to impersonate someone else or which is fraudulent, deceptive, false or misleading.

D. Your Responsibility for User Content. User Content is your sole responsibility and you assume all risks associated with User Content you receive through the Website. Under no circumstances will we be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any User Content. QuickLook further reserves the right to monitor, delete or modify any User Content that it deems offensive, inappropriate, illegal or which otherwise violates this Agreement.

E. Communications Decency Act. As provided in 47 U.S.C. § 230(c)(1), QuickLook is only a distributer, and not the publisher or speaker, of any User Content. As such, QuickLook cannot be held liable for making available any User Content which may be false or inaccurate. Any information or opinions contained in the User Content made available through the Website are those of their respective authors alone. QuickLook does not guarantee the accuracy, completeness, or truthfulness of any User Content. Under no circumstances will QuickLook be responsible for any loss or damage resulting from any person’s reliance on any User Content.

F. Reservation of Rights. Subject to Section 13 below regarding the DMCA, QuickLook reserves the right to remove or not remove any User Content from the Website or any server where User Content is stored for any reason or no reason at all, in QuickLook’s sole discretion. QuickLook reserves the right, but does not undertake any affirmative obligation, to screen, monitor, or filter User Content.

G. Information Storage and Access. QuickLook reserves the right, in its sole discretion, to determine whether and how long to store User Content and user data in accordance with its Privacy Policy. QuickLook will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Website or the servers where User Content is stored.

H. Your Suggestions. We welcome your comments regarding the Website and QuickLook Content, and our services. If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials (collectively, “Suggestions”) to us in connection with or related to the Website, QuickLook Content or our services (including any related technology), whether you send such Suggestions to us through the Website or through a separate communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on, Suggestions in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section.

6. User Privacy

The Website is governed by the QuickLook Privacy Policy which is located at https://quicklookconnect.com/user-%26-privacy-policy. Please read the Privacy Policy before accessing the Website or providing any personal information through the Website.

7. Transactions Between You and an Individual

The following terms apply to any use of the Website to offer any service or make any estimate or proposal to, or enter into any agreement with, any individual.

A. Transactions; Release. QuickLook provides a platform that connects service providers and individuals. Any offer of a service, any estimate or proposal, and any resulting agreement or business transaction with an individual contacted by a service provider is solely between the service provider and such individual, and not with QuickLook. The service provider, and not QuickLook, is solely responsible for the description, sale, and fulfillment of its products and services. Any disputes between a service provider and any individual must be resolved between the service provider and such individual. Any claims or disputes relating to any product or service purchased following use of the Website must be resolved between the service provider and such individual. QuickLook does not warrant any product or service that may be purchased by an individual following use of the Website.

QuickLook will not be held responsible and expressly disclaims any liability whatsoever for any claims, demands, injuries, losses or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any product or service sold by a service provider to an individual arising out of or resulting from use of the Website. By using the Website, you represent, understand, and expressly agree to release and hold QuickLook and all of its shareholders, directors, officers, representatives and their respective affiliates harmless from any claim, demand, injuries, losses or controversy that may arise from any products or services purchased, promised to, or obtained by any individual and from any disputes between you and any other user(s) of the Website. The term “affiliates” means all persons or entities who directly or indirectly control, are controlled by or under common control with, such person or entities, whether through the ownership of voting securities, by contract or otherwise.

It shall be the sole and absolute responsibility and decision of the service provider and individual to determine the nature, type, and quantity of products or services to be sold or otherwise provided by the service provider to any individual, if any, and the price and payment terms for such products and services. QuickLook shall have no role or responsibility whatsoever with regard thereto. Whether an individual chooses a particular product or service is the individual’s decision. QuickLook does not endorse or recommend any particular service provider, product or service. QuickLook does not provide, and is not responsible for, any refunds, rebates, credits, technical support, installation, training, maintenance, repair, return, exchange or other service with respect to any product or service sold or made available to any individual resulting from or arising out of use of the Website. QuickLook does not provide any warehousing or storage service. Any refund or credit with respect to any product or service purchased or otherwise provided to any individual resulting from or arising out of use of the Website solely shall be between the service provider and such individual, and will not involve QuickLook in any capacity.

No service provider or individual is an agent or representative of QuickLook. No service provider or individual has any authority to bind QuickLook to any agreement, commitment or representation of any kind.

8. Third Party Websites and Services. The Website may use or provide access to one or more third party websites. Your interactions with any of these third party websites is controlled by the terms and conditions imposed by those third parties. Any disputes arising regarding a third party’s website must be resolved directly between you and such third party. QuickLook disclaims all warranties or representations regarding any third-party website. QuickLook, in its sole discretion, and without notice to you or any user, may subcontract any services related to the Website to be performed by a third party.

9. Disclaimer of Warranties

A. Website. EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THIS AGREEMENT, THE WEBSITE AND ALL RELATED SERVICES OF QUICKLOOK ARE PROVIDED “AS IS”. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (i) YOUR USE OR THE RESULTS OF YOUR USE OF THE WEBSITE; (ii) ANY ADVICE YOU GLEAN FROM THE WEBSITE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING USER CONTENT. WE DO NOT PROMISE THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE GIVE NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT, INCLUDING USER CONTENT. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING ERRORS, OMISSIONS, DELAYS, OR DEFECTS IN THE WEBSITE OR ANY INFORMATION SUPPLIED TO YOU VIA THE WEBSITE, OR THAT FILES AVAILABLE THROUGH WEBSITE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT INCLUDE OR MANIFEST CONTAMINATING OR DESTRUCTIVE CHARACTERISTICS.

B. Products and Services. QUICKLOOK DOES NOT MANUFACTURE OR SELL ANY OF THE PRODUCTS OR SERVICES THAT MAY BE DESCRIBED, OFFERED OR PROMOTED BY ANY SERVICE PROVIDER USING THE WEBSITE. ALL PRODUCTS AND SERVICES MADE AVAILABLE BY ANY SERVICE PROVIDER ARE SOLD OR MADE AVAILABLE BY INDEPENDENT SELLERS AND NOT SOLD OR MADE AVAILABLE BY QUICKLOOK. QUICKLOOK DOES NOT ENDORSE ANY SELLER OR SERVICE PROVIDER AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY SELLER OR SERVICE PROVIDER. QUICKLOOK EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY RELATING TO ANY PRODUCTS OR SERVICES DISPLAYED, DESCRIBED, ADVERTISED, OFFERED, REVIEWED, RECOMMENDED, LINKED TO, OR PICTURED ON OR THROUGH THE WEBSITE. QUICKLOOK DOES NOT ENDORSE ANY SUCH PRODUCTS OR SERVICES AND DOES NOT WARRANT THAT ANY SUCH PRODUCTS OR SERVICES ARE AVAILABLE, WILL MEET THE USER'S NEEDS, ARE APPROPRIATE FOR ANY PARTICULAR USE, OR ARE OF ANY CERTAIN QUALITY. QUICKLOOK DOES NOT GUARANTEE THAT ANY PRODUCT OR SERVICE DESCRIPTIONS, REVIEWS, PORTRAYALS, SPECIFICATIONS, OR THE LIKE ARE ACCURATE. UNDER NO CIRCUMSTANCES WILL QUICKLOOK BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY PERSON'S RELIANCE ON ANY SUCH PRODUCT OR SERVICE DESCRIPTIONS, REVIEWS, OR SPECIFICATIONS CONTAINED ON THE WEBSITE.

THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THESE DISCLAIMERS MAY NOT APPLY TO YOU.

QUICKLOOK EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, MISSTATEMENTS, AND/OR MISREPRESENTATIONS MADE BY SERVICE PROVIDERS AND ALL OTHER USERS OF THE WEBSITE. ALL USERS HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD QUICKLOOK HARMLESS FROM ANY CLAIMS, MISSTATEMENTS, AND/OR MISREPRESENTATIONS MADE BY ANY SERVICE PROVIDER AND ALL OTHER USERS OF THE WEBSITE. QUICKLOOK DOES NOT ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY SERVICE PROVIDER OR INDIVIDUAL, INCLUDING WITH RESPECT TO ANY USER CONTENT.

10. Limitation of Liability

A. Website and Related Conduct. NEITHER QUICKLOOK, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, CONTRACTORS, ASSIGNEES, SUCCESSORS-IN-INTEREST AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “QUICKLOOK PARTIES”), WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE WEBSITE, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF THE QUICKLOOK PARTIES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE WILL BE TO STOP USING THE WEBSITE.

B. QuickLook’s Maximum Liability for Any Claim. IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE QUICKLOOK PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE HUNDRED and 00/100 U.S. DOLLARS ($ 100.00 USD).

C. State Law Waiver. In entering into this release you expressly waive any protections (whether statutory or otherwise), including Section 1542 of the California Civil Code if applicable (and any other comparable statute), that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Section 1542 of the California Civil Code reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

11. Indemnification

To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend the QuickLook Parties from and against any and all claims (including liabilities, fines, damages, losses, costs, expenses, and reasonable attorneys’ fees) arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your solicitation or receipt of any Posting of User Content (including any claims that such User Content violates or infringes any third party’s intellectual property, proprietary or privacy rights or rights of publicity), (iii) your acts or omissions during use of the Website, (iv) your unauthorized acts or omissions during use of the Website, (v) your purchase, sale, or use of any product or service purchased or made available resulting from or arising out of use of the Website or any User Content, (vi) any dispute involving you and any other user of the Website, (vii) any dispute involving you in connection with any product or service sold or made available to any individual resulting from or arising out of use of the Website, including, without limitation, with respect to delivery, installation, insurance, returns, rebates, recalls, defects, damage, maintenance, service, support, warranties (offered by a seller or any third party) or repairs, and (viii) any damage to property or injury or illness to any person (up to and including death), arising out or relating to or caused in whole or in party by any use or attempted use of the Website or User Content or by the acts or omissions of you or anyone acting on your behalf or at your direction.

You will have the right to defend and compromise such claim at your expense for the benefit of the QuickLook Parties; provided, however, you will not have the right to obligate the QuickLook Parties in any respect in connection with any such settlement without the written consent of the indemnified party; provided, further, QuickLook will have the right to participate in the defense of such claim at its expense using counsel of its choice. Notwithstanding the foregoing, if you fail to assume your obligation to defend or if QuickLook elects to defend such claims itself, the QuickLook Parties may do so to protect their interests and you will reimburse all costs incurred by the QuickLook Parties in connection with such defense.

12. Agreement to Arbitrate and Prohibition on Class Actions

A. Choice of Law. The validity, construction, and effect of this Agreement will be governed by the laws of the State of Florida, without giving effect to that state’s conflict of laws rules.

B. Arbitration Procedure. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement), our operation of the Website or your use of the Website or any User Content, shall be resolved by final and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator selected by us. The arbitration will be held in Broward County, Florida or another location if QuickLook consents to such other location, which consent may be withheld in the sole discretion of QuickLook. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable.

C. Waiver of Class Actions; Jury Trials. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Class actions and class arbitrations are prohibited. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

D. Injunctive Relief. Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

13. Digital Millennium Copyright Act Procedure

QuickLook respects the intellectual property rights of others and complies with safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Website in a way that constitutes copyright infringement may notify QuickLook’s designated copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notifications of claimed infringement should be forwarded to QuickLook’ designated agent as follows:

Grizelle Jimenez
QuickLook, Inc.
4900 W. Atlantic Blvd., Suite 2
Coconut Creek, FL 33063

Alternate names the public may be likely to use to search for our designated agent include: QuickLook and www.quicklookconnect.com.

After receiving a valid DMCA notification of claimed infringement, we will process and investigate the claim and will take appropriate actions under the DMCA, including expeditiously removing or disabling access to any material claimed to be infringing or claimed to be the subject of infringing activity. We will take reasonable steps promptly to notify the user who submitted the material that we have removed or disabled access to such material.

Counter-Notification. If you posted or submitted material to QuickLook which QuickLook removed or disabled access to pursuant to a DMCA notification of claimed infringement, and you believe your material is not infringing and the material was removed or disabled as a result of a mistake or misidentification, you may send a counter-notification containing the following information in writing to QuickLook’ designated agent listed above:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which QuickLook may be found, and that you will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.

If a valid counter-notification is received by our designated agent, we will send a copy of the counter-notification to the original complaining party informing that person that we will replace the removed material or cease disabling access to it in 10 business days. Unless our designated agent first receives notice from the original complaining party that such party has filed an action seeking a court order to restrain the alleged infringement, we will replace or restore access to the material in 10 to 14 business days after our designated agent’s receipt of the counter-notification, at our sole discretion.

QuickLook reserves the right, in its sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.

14. Hyperinks. A link from the Website to a non-QuickLook website does not mean that QuickLook endorses or accepts any responsibility for the content, functioning, policies, or use of such website, and you enter any such website at your own risk. It is your responsibility to take precautions to ensure that whatever websites or other online materials that you select for use are free of viruses and other items of a destructive nature. Additionally, we suggest you review the linked site’s terms of service and privacy policy, and if you do not agree to be bound by the terms of that site, terminate your visit to that site. We are not responsible for the privacy policies and practices of the sites operated by our business partners or other third parties. QuickLook expressly disclaims any liability related to such sites. QuickLook also prohibits unauthorized hypertext links to the Website or the framing of any content available through the Website. QuickLook reserves the right to disable any unauthorized links or frames.

15. Miscellaneous Terms

A. Term and Termination. You may terminate this Agreement at any time by closing your account, discontinuing your use of the Website and providing QuickLook with a notice of termination. Please review this Agreement and our Privacy Policy for information about what we do with your account when terminated. We may terminate your account, suspend your ability to use certain portions of the Website and/or ban you altogether from the Website for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Website, User Content, other content on the Website, or any other related information. In the event of any termination of this Agreement, the following Sections of this Agreement shall continue following termination: 4(A), 5(A), 5(D)-5(H), and 6-15.

B. Complete Agreement. This Agreement, along with the Privacy Policy and Seller Agreement (if applicable), constitutes the entire agreement between you and QuickLook relating to your use of, and access to, this Website and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth herein.

C. Force Majeure. QuickLook shall not be liable for any failure to perform any services or other obligation related to this Agreement or the Website to the extent that performance of its obligations are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, utility or communication failure, or any other cause beyond the reasonable control of QuickLook.

D. Severability. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.

E. No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. This Agreement shall not be modified by any course of performance or course of dealing.

F. No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.

G. No Third Party Beneficiaries. Subject to Sections 10 and 11, nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.

H. Notices. You shall provide any notices to us under this Agreement by e-mail or mail using the contact information provided below. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing QuickLook with up-to-date contact information, which you may do by updating your account information through the Website or by sending a message to us via the contact information provided below. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.

16. Contact Us.

If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail: ContactUs@QuickLookConnect.com

You may also send us mail at the following address:

QuickLook, Inc.
4900 W. Atlantic Blvd., Suite 2
Coconut Creek, FL 33063