Terms of Service

Privacy Policy

TERMS OF SERVICE FOR QPONIX WEBSITE AND QPONIX MEALBOX

1. Your Acceptance
Welcome to the Qponix website (the “Website”) and the Qponix MealBox (the “Widget”). The Widget is a portable bit of software that can be installed and executed within a web page or on a desktop by an end user without requiring additional compilation. By using this Website and/or the Widget, including all content, information, products or services contained therein and through the Qponix.com domain name, or by creating an Account (defined below), you agree to be bound by these Terms of Use and our Privacy Statement which is referenced herein (see Privacy Policy). This is a legal agreement between you and Qponix LLC (hereinafter referred to as “Qponix”). If you do not agree to any of these terms, please do not use the Website and/or the Widget.

2. About the Qponix MealBox Applications
a. This Website and Widget are intended to provide a fun way for adults to find recipes, shop for specials, build meal plans and construct shopping lists. Users of this Widget can browse specials. Specials contain certain data (the “Data”), including store name, store location, name of offer, image of offer, value of discount, and sale end date.

b. Qponix takes reasonable steps to assure that the Data are accurate, but we cannot represent or warrant that they are accurate or always will be. All of the Data are presented solely for the purpose of offering guidance and assisting people in their planning before visiting stores. The Data are not presented as a final quote on price or availability. Please check with your local grocer to confirm prices and availability. Qponix reserves the right to change the Data without notice to you.

3. Your Membership

a. Users of this Website and the Widget who are also Members (defined below) may publish recipes by uploading them to the Widget. Such recipes are User Submissions (defined below). Members’ recipes must be created by them and not copied from any publication that is protected by US or international copyright law. Recipes must list all ingredients in common US household measurements and include step-by-step preparation instructions and cooking times. Please list all ingredients by common names only without identification by brand names.

b. These Terms of Use apply to all users of the Website and the Widget, including users who are also contributors of video content, information (such as recipes) and other materials or services on the Website and the Widget. The Website and the Widget may provide links to websites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Website and the Widget. Such links are provided for reference only, and Qponix neither controls such websites nor endorses any of the content on any such websites or any association with their operators. You agree that Qponix is not responsible for the availability of, content provided on, or the practices of such third party websites. You should refer to the policies posted by other websites regarding privacy and other topics before you use them. You agree that Qponix is not responsible for third party content accessible through the Website and the Widget, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. You agree that Qponix is not responsible for, and you relieve Qponix from any and all liability arising from: (a) the quality of third party products or services; (b) fulfilling any of the terms of your agreement with the seller; and (c) any content on such third party websites. You agree that Qponix is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

4. Becoming a Member

a. In order to access some features of the Website and the Widget, you will have to become a member. You may register to become a member on the Website and the Widget (a “Member”) if you are at least eighteen (18) years or older or possess legal parental or guardian consent, are fully able and competent to enter into the terms conditions set forth in these Terms of Use and are otherwise capable of forming legally binding contracts under applicable law. If you become a Member, you will provide true, accurate and complete registration information and shall maintain as current and promptly update relevant personal contact information provided to Qponix. During registration, you will create a user name and password (your “Account”), which may permit you access to certain secure areas of the Website and the Widget not available to non-members. You may never use another’s account without permission. You agree not to disclose your password to any third party. You are responsible for safeguarding and maintaining the confidentiality of your Account. You agree that you are solely responsible for the activity that occurs under your Account, whether or not you have authorized such activities or action. You agree to notify Qponix immediately of any breach of security or unauthorized use of your Account.

b. If you become a Member and create an Account, you consent to the use of electronic means to complete these Terms of Use, to use the Website and the Widget and to provide you with any notices under these Terms of Use. You can request a copy in paper form of these Terms of Use by sending a written request to: Qponix LLC, 650 Avis Drive, Ann Arbor, MI 48108. You understand and agree that these Terms of Use and any notices given pursuant to these Terms of Use are enforceable in any electronic format.

5. Obligations in Using or Accessing the Website and the Widget.

You may use certain areas of the Website and the Widget without becoming a member. The Website and the Widget is intended for persons who are at least eighteen (18) years or older, or emancipated minors, or who possess legal parental or guardian consent. In any case, you affirm that you are over the age of thirteen (13) years of age, as the Website and the Widget are not intended for children under 13. In using or accessing the Website and the Widget, whether as a Member or non-member, you agree to comply with the following:

a. Qponix hereby grants you permission to use the Website and the Widget pursuant to these Terms of Use, provided that: (i) your use of the Website and the Widget as permitted is solely for your personal, noncommercial use; (ii) you will not alter or modify any part of the Website and the Widget other than as may be reasonably necessary to use the Website and the Widget for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

b. The Website and the Widget may now or in the future permit User Submissions. “User Submissions” mean the submission of videos, written materials, including recipes, or other communications submitted by you and other users. Qponix permits you to link to your own User Submissions hosted on the Website and the Widget or User Submissions of other third parties available on the Website and the Widget, for personal, non-commercial purposes only. You understand that the User Submissions, whether or not linked or embedded into other websites, are provided to you only on an as-available basis, and Qponix does not guarantee that their availability will be uninterrupted or bug free. Qponix reserves the right to discontinue any aspect of the Qponix Website and Widget at any time, including discontinuing any linked or embedded content either generally or in specific cases.

c. You agree not to collect or harvest any personally identifiable information, including account names, from the Website and the Widget, nor to use the communication system provided by the Website and the Widget for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website and the Widget with respect to their User Submissions.

d. You will not use the Website and the Widget for any purpose or in any manner, nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website and the Widget any User Submission that: (i) violates or infringes a third party’s rights, including but not limited to copyright, trade secret, other intellectual property rights, privacy and publicity rights or otherwise subject to third party proprietary rights unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Qponix all of the license rights granted herein; (ii) is unlawful, in violation of or contrary to the laws or regulations in any state or country where your User Submission is created, displayed or accessed; (iii) is in breach of these Terms of Use; (iv) is fraudulent, false or misleading; (v) is obscene, vulgar, sexual, pornographic, controversial, profane, hateful, tortuous, defamatory, slanderous, libelous, threatening, violent, harassing, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, gives rise to civil liability, promotes illegal or harmful activities or substances, violates any law or is otherwise inappropriate; or (vi) constitutes unsolicited bulk email, junk mail, “spam” or chain letters.

e. You agree that you are solely responsible for your content and User Submissions. You understand that when using the Website and the Widget, you will be exposed to User Submissions from a variety of sources, and Qponix is not responsible for such User Submissions. Qponix has no responsibility to control or monitor any User Submission, and, as a result, Qponix does not manage, control or guarantee, nor is responsible for the truth, accuracy, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of such any such User Submission or content. Although Qponix does not accept responsibility for content or User Submissions, Qponix does reserve the right to remove content or User Submissions at any time. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive and hereby do waive, any legal or equitable rights or remedies you have or may have against Qponix with respect thereto, and agree to indemnify and hold Qponix harmless to the fullest extent allowed by law regarding all matters related to your use of the Website and the Widget.

f. You acknowledge and accept that your User Submissions may be included on the websites and advertising networks of Qponix’s affiliates, distribution partners or third-party service providers (and/or their downstream users), in addition to, or instead of, those websites and advertising networks of Qponix, but there is no guarantee that your User Submission will be so included.

g. You will not attempt to obtain any information or materials relating to the Website and the Widget through any means not intentionally made available through the Website and the Widget, or attempt to gain unauthorized access to the database, technology, computer systems or networks of Qponix or its contractor(s) associated with the Website and the Widget. You will not attempt to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any technology applications or software programs used by Qponix in connection with the Website and the Widget or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the Website and the Widget.

h. You agree not to use or launch any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc. that accesses the Website and the Widget in a manner that sends more request messages to the Qponix servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.

i. You are solely responsible for and will exercise caution, discretion, common sense and judgment in using and accessing the Website and the Widget and all content contained therein. You are solely responsible for any equipment necessary to access and use the Website and the Widget.

j. You agree to cooperate fully with Qponix to investigate any suspected or actual activity that is in breach of these Terms of Use.

k. Qponix reserves the right, in its sole discretion, to decide whether content or a User Submission is appropriate and complies with these Terms of Use. Qponix may remove such User Submissions and/or terminate a User’s access at any time, without prior notice and at its sole discretion.

l. You understand and agree that Qponix is not required to edit or review any User Submission. However, you agree that all User Submissions may be subject to Qponix approval. Qponix reserves the right, at any time, to reject, suspend, cancel or remove content of a User Submission. Qponix, its affiliates and their respective employees, consultants and other agents shall have no liability for taking such actions or decisions.

6. Copyright Infringement

YOU SHALL NOT USE THE WEBSITE OR THE WIDGET TO UPLOAD, TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED MATERIAL OR VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

a. Qponix has adopted and implemented a policy pursuant to which Qponix may: (i) remove Content that infringes or is believed to be infringing a copyright or other intellectual property or proprietary right of a third party; (ii) deny access to the Website and the Widget to any User who uses the Qponix network in violation of any copyright or other intellectual property right; and/or (iii) terminate a Member’s account who infringes or is believed to be infringing a copyright or other intellectual property right of a third party. Qponix will also terminate a User’s access to the Website and the Widget if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website and the Widget more than twice. Qponix reserves the right to remove Content without prior notice.

b. Qponix provides the Website and the Widget and access to Content as a service to our users. Qponix does not supervise, monitor or control Content posted or stored on its servers at the direction of its Members, users or partners, nor does it supervise or control the content of pages that are accessed via third party links. You are responsible for complying with all applicable federal and state laws, including, without limitation, the copyright laws.

c. In accordance with the Digital Millennium Copyright Act of 1998 [see 17 U.S.C. 512(c)(3) for further detail], Qponix will respond promptly to claims of copyright infringement that are reported to our Copyright Agent, designated below. If you are a copyright owner or an agent thereof and believe that your work has been copied in a way that constitutes copyright infringement, please report your notice of infringement to Qponix by providing our Copyright Agent with the following information in writing:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) 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;

(iii) 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;

(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have 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

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Qponix’s designated Copyright Agent to receive notifications of claimed infringement is Craig Camalo, 650 Avis Drive, Ann Arbor, MI 48108. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support and other communications should be directed to Qponix customer service: qponix-mealbox-help@qponix.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(C), your DMCA notice may not be valid.

7. Intellectual Property Rights

a. Qponix Content. Excluding the User Submissions, Qponix owns or licenses all right, title and interest, including without limitation all intellectual property rights, and all derivative works or enhancements thereof, in and to the Website and the Widget and the content thereof, including but not limited to all text, software, scripts, graphics, photos, sounds, music, videos, information, materials, products, services, URLs, technology, documentation, interactive features and the like, including any derivative works or enhancements thereof, developed in whole or in part by, with or for Qponix (collectively, “Qponix Content”) and the trademarks, service marks and logos contained therein (”Marks”). You shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in these Terms of Use. Any rights not expressly granted herein are deemed withheld.

b. Restrictions. The Website and the Widget are provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners, except as expressly permitted herein. You agree not to engage in the use, copying or distributing of any of the content other than expressly permitted herein, including any use, copying or distributing of User Submissions of third parties obtained through the Website and the Widget for any commercial purposes. If you download or print a copy of the content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website and the Widget or features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website and the Widget or the content therein.

c. User Submissions. Subject to the licenses you have granted herein, you retain all right, title and interest in and to your User Submissions which are submitted, posted or displayed by you. Qopnix shall not acquire any right, title or interest in or to such User Submissions, except as expressly provided herein. Any rights not granted by you herein are deemed retained by you. You understand that whether or not such User Submissions are published, Qponix does not guarantee any confidentiality with respect to any submissions. Also, you acknowledge that Qponix has no practical ability to control or monitor possible infringement of your intellectual property rights by other parties. Qponix cannot and does not assume responsibility for controlling or monitoring such intellectual property rights, and Qponix is not responsible for enforcing your intellectual property rights. You alone are responsible for protecting your intellectual property rights.

d. Your License to Qponix . By submitting the User Submissions to Qponix, you hereby grant (or warrant that the owner of such rights has expressly granted) to Qponix, its affiliates, representatives and assigns a worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicenseable and transferable license to use, copy, adapt, excerpt, publish, transmit, publicly perform, display, reproduce, prepare derivative works of, distribute, reference, store, host, index, syndicate, broadcast, cache and otherwise exploit, in any form, medium or technology now known or later developed, the User Submissions and any materials you submit to Qponix, in whole or in part, whether created by or for you. Qponix reserves the right to display advertisements in connection with User Submissions and to use them for advertising and promotional purposes, all without having to compensate Users in any manner, whatsoever.

e. Qponix’s License to You. If you become a Qponix member, and subject to your compliance with the terms and conditions of these Terms of Use, you have a limited, non-exclusive, non-transferable, revocable, non-sublicenseable right to use, reproduce, display, perform and distribute the User Submissions as permitted through the functionality of the Website and the Widget, under these Terms of Use, and solely for non-commercial purposes. Upon termination of this Agreement or any individual content right granted hereunder, either by Qponix or by a User, you will promptly stop using or displaying the applicable content.

8. Representations and Warranties

You represent and warrant that: (a) you have full power and authority to enter into these Terms of Use; (b) the execution and delivery of these Terms of Use, and the performance of your obligations hereunder will not constitute a breach or default or otherwise violate any agreement to which you or any of your affiliates are a party; (c) you have and will maintain throughout your use of or access to the Website and the Widget all rights, authorizations, consents and licenses that are required with respect to, and in order to submit your User Submissions to the Website and the Widget and permit Qponix to post such content, perform its services and provide access and use of the Website and the Widget as contemplated hereunder, which rights, authorizations, consents and licenses have been obtained in compliance with all applicable laws, rules and regulations and without violating any rights or interest of any third party; (d) you have full technical and editorial control of your content; (e) your content does not violate any law or regulation and you will use the Website and the Widget in compliance with applicable laws and regulations; (f) your User Submissions and content does not and will not, directly or indirectly, infringe any copyright, trademark, U.S. patent, trade secret right, moral right, rights of publicity or privacy, or any other intellectual property or proprietary right of any third party; (g) you have obtained all necessary publicity releases, consents and/or permissions of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated herein; (h) your User Submissions will not contain any “back door,” “trap door,” ” time bomb,” “Trojan Horse” or other computer programming routines or viruses that are intended to damage, interfere with or intercept any system data or personal information, permit access to or use of the Website and the Widget or other software or hardware by unauthorized parties or disable or damage any portion of the Website and the Widget or content stored therein; and (i) you shall use the Website and the Widget for the purposes intended and not for commercial advantage.

9. Warranty Disclaimer

YOU EXPRESSLY AGREE THAT YOUR USE OF OR INTERACTION WITH THE WEBSITE AND THE WIDGET, INCLUDING ANY PRODUCTS, SERVICES CONTENT OR OTHER INFORMATION AVAILABLE THROUGH THE WEBSITE AND THE WIDGET, IS AT YOUR OWN RISK. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE WEBSITE AND THE WIDGET AND ALL CONTENT, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON THE WEBSITE AND THE WIDGET, INCLUDING QPONIX CONTENT, ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, QPONIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN CONNECTION WITH THE WEBSITE AND THE WIDGT AND YOUR USE THEREOF. QPONIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE’S AND WIDGET’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE. QPONIX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE, AND THE WIDGET INCLUDING LOSS OF DATA; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE AND WIDGET BY ANY THIRD PARTY; AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE AND THE WIDGET. QPONIX DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE AND THE WIDGET OR ANY HYPERLINKED WEBSITE.

10. Limitation of Liability

IN NO EVENT SHALL QPONIX, ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, YOUR ACCESS TO OR USE OF THE WEBSITE OR ANY PRODUCTS, SERVICES, CONTENT, INFORMATION OR OTHER MATERIAL AVAILABLE FROM OR THROUGH THE WEBSITE, INCLUDING AS APPLICABLE ANY DAMAGES RESULTING FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE OR THE WIDGET, OR THE CONTENT CONTAINED THEREIN, INCLUDING YOUR POSTING, TRANSMITTING OR DISTRIBUTING CONTENT, OR ANY INTERRUPTIONS OR ERRORS RELATED THERETO, IN ANY MANNER WHATSOEVER, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT QPONIX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT QPONIX SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website and Widget are controlled and offered by Qponix from its facilities in the United States of America. Qponix makes no representations that the Website and the Widget are appropriate or available for use in other locations. Those who access or use the Website and the Widget from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

You agree to defend, indemnify and hold harmless Qponix, its affiliates, its officers, directors, employees, licensors, successors, agents, affiliates, distribution partners from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (i) your use of and access to the Website and the Widget; (ii) your User Submissions or any materials in any form that are provided by you or through use of your account; (iii) any actual or alleged violation or breach of these Terms of Use or any Qponix policies; (iv) any breach of any representation or warranty you made hereunder; (v) your violation of any third party right, including without limitation any third party’s patent, copyright, trademark or other intellectual property, privacy or proprietary rights or Qponix’s determination that your User Submission was obscene, defamatory, libelous, slanderous, fraudulent or threatening; (vi) your violation of rights of privacy, publicity, confidentiality or property; (vii) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Website and the Widget.

12. Term and Termination

a. Qponix may terminate your Account or block your access to the Website and the Widget immediately upon notice if: (i) you have failed to comply with any of the terms or conditions of these Terms of Use or any policies established by Qponix; or (ii) Qponix reasonably suspects that you may be misusing the Website and the Widget or that your actions may be illegal or cause liability, harm or disruption to you, other users of the Website, the Widget, or Qponix.

b. If you become a Member, you may terminate your account by logging into your Account and then editing your profile to delete your account.

c. Any suspension, termination or cancellation shall not affect your obligations to Qponix under these Terms of Use (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

13. Miscellaneous

a. Governing Law. These Terms of User will be governed by and construed in accordance under the laws of the State of Michigan, without reference to conflict of laws principles.

b. General. These Terms of Use, and the related rules, restrictions and policies (including Qponix’s Privacy Statement), constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersede all prior or contemporaneous agreements, proposals, understandings or communications between the parties, oral or written, regarding its subject matter. By using this Website and the Widget or creating an Account, you agree to be bound by these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Qponix’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. The titles and/or headings contained in these Terms of Use are for convenience only and shall have no legal effect. You agree that these Terms of Use, and Qponix’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Qponix. YOU AND QPONIX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE AND THE WIDGET MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

c. No Assignment. You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of Qponix. Any such purported assignment or delegation by you without the appropriate prior written consent of Qponix will be null and void and of no force or effect. Qponix may assign these Terms of Use or any rights hereunder without your consent and without notice.

d. Modification. Qponix reserves the right, in its sole discretion, at any time and for any reason or no reason, to modify, discontinue or terminate the Website and/or the Widget or to modify these Terms of Use or any related terms and conditions governing your use of the Website and the Widget (including without limitation our Privacy Statement) at any time without notice. All modified terms and conditions will be effective immediately, and it is your responsibility to review these Terms of Use for any changes. Your use of the Website and the Widget following any amendment of this Agreement will signify your unconditional assent to and acceptance of its revised terms.