QRS Music Technologies, Inc. Terms of Service

Effective Date: November, 2022

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Welcome to QRS Music Technologies, Inc (QRS). We want you to know and understand your rights and our rights relating to the provision of the Services (as defined below). Please review them carefully. Here are a few highlights:

• Your privacy is critically important to us. See how we collect and use your personal information in our Privacy Policy.
• You can cancel your subscription or delete your account at any time.
• You own your content, but give us a right to use it.
• We expect you to be respectful and we can cancel your account if you act inappropriately
• QRS is not liable for your activities and no warranties are made by QRS.
• We can cancel your account if you act inappropriately.
• We want your feedback, and you allow us to use it.
• You agree to arbitrate if there is a dispute between us (unless you reside in the European Union).
• There are easy ways to reach us if you have questions or need help.

Terms of Service

The QRS websites, related mobile applications and services (collectively, the "Services") are made available to you by QRS, with its address at 269 Quaker Dr, Seneca PA 16346, USA, subject to these Terms of Service (the "Terms") and in accordance with the QRS Privacy Policy (the "Privacy Policy"). More information about the Services may be found at https://QRSConnect.com/TC. You agree to comply with these Terms and any supplemental terms which QRS makes available to you on the Services which shall form part of the Terms. BY ACCESSING, USING OR UPLOADING OR DOWNLOADING ANY INFORMATION OR MATERIALS TO OR FROM THE SERVICES, OR BY INDICATING YOUR ASSENT TO THESE TERMS BY CREATING AN ACCOUNT, CLICKING "SIGN UP" OR ANY SIMILAR MECHANISM, YOU ARE AGREEING TO THE THESE TERMS. IF YOU DO NOT AGREE TO THE THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. This agreement was written in English. To the extent a translated version of the Terms conflict with the English version, the English version controls.

If you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to these Terms and that it is fully binding on them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, you may not access or use the Services. These Terms contain disclaimers of warranties and limitations on liability that may be applicable to you.

The QRS Services cannot be provided and the agreement described in these Terms of Service cannot be performed without QRS processing data about you, and other QRS musicians and platform users, including your location and health data. Processing of the data you share with QRS, sometimes including location and health data, is essential to some of the Services which we provide and a necessary part of our performance of the agreement we have with you.

Notice Regarding Dispute Resolution: These Terms contain provisions that govern how disputes between you and QRS are resolved, including an agreement to arbitrate, which will, unless you reside in the European Union, with limited exception, require you to submit claims you have against us to binding and final arbitration and limit you to claims against QRS on an individual basis, unless you opt-out in accordance with the instructions below.

Registration and Accounts

The Services are intended solely for persons who are 13 years old or such higher age required in your country to use the Services. If you are under the legal age to form a binding contract in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

To use the Services, you must register. You agree to: (a) provide true, accurate, current and complete information about yourself ("Artist Data") and (b) maintain and promptly update the Artist Data. You agree that QRS may use your Artist Data to provide Services that you access or use and as otherwise set forth in these Terms. If you provide any Artist Data that is inaccurate or not current, or QRS has reasonable grounds to suspect that such Artist Data is inaccurate or not current, QRS has the right to suspend or terminate your account and refuse current or future use of the Services. In consideration of your use of the Services, you represent that you are not a person barred from receiving services under the laws of any applicable jurisdiction.

You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password, your computer and mobile device while logged into the Services. You accept responsibility for all activities that occur under your account or from your computer and mobile devices. We endeavor to use reasonable security measures to protect against unauthorized access to your account. We cannot, however, guarantee absolute security of your account, your Content (as defined below) or the personal information you provide, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing the Services or its contents. You agree to immediately notify QRS of any unauthorized use of your account or password, or any other breach of security, and confirm that you understand all risks of unauthorized access to Artist Data and any other information or content you provide to QRS.

You may register for or log-in to your account via a third-party network, such as Facebook or Google. If you do so, you hereby authorize QRS to pre-populate the registration and other relevant information fields of your account and/or to use such third-party credentials to log you into your account. If you connect your account to a thirdparty network, you agree to comply with the terms and conditions and policies applicable to such third party.

By virtue of certain of the Services connecting to the Google Maps API, you hereby agree to be bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy) in connection with your use of such Services.

Payments and Fees

Payments

To pay any fee, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service, a third party, like iTunes or Google Play, or any other payment method made available by QRS) (the "Payment Method"). If you provide your payment information, you authorize us and certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. You may switch to a different Payment Method or update your information by visiting https://QRSmusic.com log in to your account go to settings and credit card. No refunds or credits will be provided by QRS, other than as set forth in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method at the Services, please contact us immediately via email at support@qrsinc.com

Fees

In order to access certain functionality of the Services, you may be required to pay subscription fees. Subscription fees, along with any required taxes, may be paid on a monthly or annual basis. All subscription fees are payable in advance. Artists and consumers changing from monthly to annual subscriptions will have the annual rates take effect at the beginning of the next billing date. You agree to pay the subscription fees, and other charges you incur in connection with your QRS accounts (QRSConnect, QRS-Tracks, QRSMusic), whether on a one-time or subscription basis. QRS reserves the right to increase subscription fees, any associated taxes, or to institute new fees at any time upon reasonable advance notice.

Auto-Renewal

Subscription fees will be billed automatically at the start of the monthly or annual period, as applicable. These fees will auto-renew until your subscription is downgraded or terminated. Your subscription fee will be the same as your initial charges unless you are otherwise notified in advance. You may cancel your subscription at any time, as described below.

Cooling Off

If you reside outside the United States, you may be entitled to change your mind and receive a full refund within fourteen (14) days (the "Cooling-off Period"), provided that you have not logged in or otherwise redeemed or started to use the Services as a subscriber during the Cooling-off Period.

Cancellation

Cancellation of Subscription

If you signed up on any of QRS's platforms, you may cancel your subscription by visiting your "Account" page and selecting "Downgrade." The cancellation of a subscription will go into effect at the end of your current billing cycle. When your subscription ends, your account will remain and become a free subscription. You can renew your subscription at any time without opening a new account, although the subscription fees may have increased. You can delete your account at any time.

Free Trials

Your subscription may start with a free trial. The free trial period for any subscription will last for the period of time specified when you signed up. Free trials may not be combined with certain other offers, as specified. If you begin your subscription with a free trial, we will begin billing your Payment Method for subscription fees at the end of the free trial period of your subscription unless you cancel your subscription prior to the end of the free trial period. Your Payment Method will be authorized for up to approximately one month of service as soon as you register for a free trial. In some instances, your available balance or credit limit may be reduced to reflect the authorization; however, no charges will be made against the Payment Method unless you do not cancel prior to the end of your free trial period. You may cancel your subscription at any time by going to your account settings.

Content and Conduct

Content

You own the information, data, text, software, music, MIDI, health data, sound, photographs, graphics, video, messages, posts, tags, or other materials you make available in connection with the Services ("Content"), whether publicly posted, privately transmitted, or submitted through a third party API (e.g. a photograph submitted via Instagram). Segments and tracks created by using the Services and made public are considered Content. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display any Content and any name, username or likeness that you post on or in connection with the Services in all media formats and channels now known or later developed without compensation to you, unless specified and negotiated as part of a paid for package or performance within the service. Unless part of a separate negotiated package or performance, this license ends when you delete your Content or your account.

You understand that you, and not QRS, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. QRS does not routinely screen or monitor the Content posted to the Services by others and, as such, does not guarantee the accuracy, integrity or quality of such Content. QRS may, in its sole discretion, screen, monitor, hide, refuse or remove any Content, or remove any Content that violates the Terms or is otherwise objectionable. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will QRS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available on the Services. You agree to bear all risks associated with the use of any Content available in connection with the Services, including any reliance on the accuracy, completeness, or usefulness of such Content.

You agree that QRS is not responsible for, and does not endorse, Content posted on the Services. If your Content violates these Terms, you may bear legal responsibility for that Content. As between you and QRS, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with QRS is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place QRS in a position that is any different from the position held by members of the general public, including with regard to your Content. Your Content will not be subject to any obligation of confidence on the part of QRS other than as set forth in our Privacy Policy and your privacy controls, and QRS will not be liable for any use or disclosure of any Content you provide.

The Services may provide you with the ability to mark certain Content that you submit to the Services as private, public, or available only to select users of the Services. QRS will maintain the privacy of such Content in accordance with your elections. However, if you do not elect to mark your Content as private or available for a limited group of artists, or later change such designation to allow such Content to be made available to anyone, you are responsible for the public nature of the content. Please review our Privacy Policy for more information on how to manage your privacy controls.

You give us permission to use your profile name, profile photo, and information about your activities and actions you have taken, including your use of third party products, services, or devices, in ads, offers and other commercial contexts on the QRS service without compensation to you. For example, we may show your QRS followers that you use a certain device, product, or service available from a brand that has paid us to display its ads on QRS. You may adjust settings to prevent your profile name and profile photo from appearing in an ad.

Conduct

We expect you to honor the QRS Community Standards. The Services are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to Content. You may not use the Services, or assist or encourage any other party, to engage in any of the following Prohibited Activities:

• Copying, framing or mirroring any part of the Services;
• Accessing the Services to monitor its availability, performance or functionality;
• Permitting any third party to access the Services;
• Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to QRS;
• Publishing, transmitting, distributing or storing content, material, information or data that: (1) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (2) is harmful to or interferes with the Services or any third party's networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (3) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (4) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as "phishing");
• Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, Accounts or networks of any other party (including, without limitation, "hacking," "denial of service" attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of QRS internet protocol space;
• Avoiding payment of charges or fees payable by you with respect to the Services;
• Committing any act that may be harmful to minors;
• Distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping";
• Using any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to QRS than a human can reasonably produce in the same period of time by using a conventional web browser;
• Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• Collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, from the Services;
• Using the Services for any inappropriate commercial solicitation purposes;
• Accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
• Submitting to the Services or to QRS any personally identifiable information, except as necessary for the establishment and operation of your account;
• Submitting to the Services or to QRS any information that may be protected from disclosure by applicable law;
• Bypassing the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
• Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Services; or
• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service's servers or any data not intended for you.
• You are granted a limited, non-exclusive right to create a text hyperlink to the Services for non-commercial use only, provided such link does not portray QRS or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. You are further granted a right to implement any RSS feeds located on the Services for your personal, non-commercial use, solely as described on the Services. We reserve the right to revoke these licenses generally, or your right to use specific links or RSS feeds, at any time, with or without cause.

You understand that use of certain features of the Services may require you to purchase third party equipment or materials (e.g., MIDI Connect gadgets). While QRS may recommend the equipment or materials of certain third party suppliers, QRS shall have no responsibility for your acquisition or use of any third party equipment or materials and does not guarantee that third party equipment or materials will function with the Services or will be error-free.

You understand that you are responsible for any charges associated with sending communications via your device. You hereby acknowledge that you have the right to communicate with your contacts via the Services.

You represent and warrant that: (i) you are authorized to create your account, whether individually or on behalf of an organization; (ii) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services

Interactions with Artists

The Services function as a venue to connect artists in a virtual information place. As a neutral facilitator, QRS is not directly involved in the actual interactions between artists using the Services. As a result, QRS has no control over the truth, accuracy, quality, legality, or safety of postings made by artists using the Services. QRS shall have no responsibility to confirm the identity of artists. QRS shall also have no responsibility to confirm or verify the qualifications, background, or abilities of artists using the Services. You shall at all time exercise common sense and good judgment when dealing with any artist using the Services.

If you elect to use our features to inform your contacts about the Services, track your activities via QRSConnect, or share your information with others, QRS may require you to provide contact information. QRS may contact that friend via a one-time email or text message. You represent that you are authorized to provide any third party contact information that you provide to QRS, that you are authorized to use such information to contact (including for QRS to contact on your behalf ) the third party and that QRS may process it pursuant to the Privacy Policy.

Professional and Verified Artists

If you are a professional artist, QRS may choose to verify your QRS account and place a badge on your profile indicating your professional status. Verified professional artists on QRS will receive a free subscription, enhanced content protections and pay wall accessability. We expect all artists to honor the QRS Community Standards and code of conduct as listed in these Terms of Service. We reserve the right to remove your verified status and badge, as well as cease your free subscription, at any time.

Clubs, Bands, Music Labs, Group Lessons (Clubs)

QRS creates and administers certain clubs as well as the club verification program. QRS may choose to verify certain clubs and place a badge on their profile page. We reserve the right to revoke or transfer ownership of clubs, remove content, remove a club's verified status and badge, and remove a club at any time. If you request a transfer of ownership of a club, QRS may require you to provide certain documentation.

If you, as an artist, professional, teacher or partner and create a club on QRS, you are responsible for ensuring that your club: (a) abides by these Terms of Service and our Community Standards; (b) does not claim or suggest an affiliation with QRS whether by using QRS's intellectual property or otherwise; (c) has the right to use or post all club content, third party or otherwise, including rights to use name(s), logo(s), images, trademarks, trade dress, service marks, copyrights, or other intellectual property; and (d) does not use the club to advertise or promote any contests, sweepstakes, or other promotions. Club administrators hereby agree to indemnify and hold QRS harmless from any and all claims arising out of your club, including but not limited to claims of intellectual property infringement.

Third Parties

Third party products and services made available on the Services are made and offered directly by the applicable third party. When you pursue or purchase any such product or service, you acknowledge that you are contracting directly with such third party and not with QRS. Your interaction with, or participation in promotions of, third parties found on or through the Services, including payment and delivery of goods or services, and any other terms, are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Services. YOU AGREE THAT QRS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES.

QRS or third parties may provide links to other internet sites or resources through the Services. QRS does not endorse and is not responsible or liable for any content, information, advertising, products or other materials on or available from such sites or resources. You acknowledge and agree that QRS is not responsible for the availability of such external sites or resources.

Electronic Communications

The Services may provide you with the ability to send or post messages to forums or chat rooms, speak via internet voice connections, jam together, perform remotely or send similar messages and communications to third party service providers, advertisers, your personal contacts, other artists and/or QRS. You agree to use communication methods available on the Services only to send communications and materials related to the subject matter for which QRS provided the communication method, and you further agree that all such communications by you shall be deemed your Content and shall be subject to and governed by the Terms and applicable law (including laws regulating direct marketing communications with which you will need to comply with, as applicable). By using communications methods available on the Services, you agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third party service providers, advertisers or other third parties are not be endorsed, sponsored or approved by QRS (unless expressly stated otherwise by QRS) and (c) communications are not routinely pre-reviewed, post-reviewed, screened, archived or otherwise monitored by QRS in any manner, though QRS reserves the right to do so at any time at its sole discretion. You agree that all notices, disclosures and other communications that we provide to you electronically shall satisfy any legal requirement that such communications be in writing.

Proprietary Rights

You acknowledge and agree that the Services, any necessary software used in connection with the Services (if any), any aggregated data based on Content on the Services, and any Content available or made available on the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by QRS or applicable third party service providers or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the software or Content available on the Services (other than Content that you may submit), in whole or in part.

QRS grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by QRS.

QRS grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by QRS.

QRS reserves all rights not expressly granted hereunder.

Claims of Infringement

The Digital Millennium Copyright Act (the "DMCA") provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. QRS also reviews claims of trademark infringement. If you believe in good faith that materials hosted by QRS infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or, if multiple copyrighted works or trademarks located on the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow QRS to locate the material on the Services; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a goodfaith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f ) 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. Please be advised that QRS will not respond to complaints that do not meet these requirements. If QRS determines that the materials alleged to infringe your copyright or trademark rights do not require removal, QRS will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located; or, if your address is outside of the United States, for any judicial district in which QRS may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices with respect to the Services must meet the then-current statutory requirements imposed by the DMCA (see https://copyright.gov/title17/92appb.html) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there may be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement:

QRS Copyright Agent
269 Quaker Dr
Seneca PA 16346
ip@QRSinc.com

800-247-6557

Your Feedback

We welcome your comments, feedback, suggestions, and other communications regarding the Services and the information and services we make available through the Services (collectively, "Feedback"). If you provide Feedback, you hereby grant to QRS a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send QRS any Feedback that you do not wish to license to us as set forth above.

Disclaimer of Warranties and Liability

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY. QRS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. QRS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) YOUR CONTENT WILL BE AVAILABLE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

YOU EXPRESSLY AGREE THAT QRS IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR BY OTHER ACCOUNT HOLDERS OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF OUR CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND QRS.

YOU EXPRESSLY AGREE THAT YOUR PERFORMANCE ACTIVITIES MAY CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF QRS OR BY THE ACTION, INACTION OR NEGLIGENCE OF OTHERS.

YOU EXPRESSLY AGREE THAT QRS DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY PERFORMANCE, OR GROUP ACTIVITY THAT UTILIZES THE SERVICES, INCLUDING ANY THAT ARE ORGANIZED BY A CLUB ADMINISTRATOR.

YOU EXPRESSLY AGREE TO RELEASE QRS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE "RELEASED PARTIES") FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR PERFORMANCE ACTIVITIES, AND/OR USE OF THE QRS WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS (INCLUDING, WITHOUT LIMITATION, ANY QRS LESSON PLANS), AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OR MISUSE OF THE SERVICES, (b) YOUR USE OR MISUSE OF EQUIPMENT OR PROGRAMS CREATED OR LICENSED BY QRS (INCLUDING, WITHOUT LIMITATION, ANY QRS LESSON PLANS) WHILE ENGAGED IN THESE ACTIVITIES, (c) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (d) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (e) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF QRS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

QRS DOES NOT ENDORSE YOUR CONTENT OR ANY OTHER ARTIST'S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.

THE COMPANY'S MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THESE TERMS SHALL NOT EXCEED THE GREATER OF EITHER (a) FIFTY DOLLARS ($50) OR (b) THE AMOUNT OF FEES PAID BY YOU TO QRS IN THE 12-MONTHS PRIOR TO DATE THE CLAIM.

IF YOU ARE A CONSUMER RESIDING IN THE EUROPEAN UNION, YOU HAVE LEGAL REMEDIES IF WE CAUSE YOU LOSS BY OUR BREACH OR NON-PERFORMANCE OF OUR LEGAL OBLIGATIONS, OR BY OUR NEGLIGENCE, AND THESE TERMS DO NOT AFFECT THOSE STATUTORY REMEDIES.

Indemnity

You agree to indemnify and hold QRS and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise seek to make available through the Services, your use of the Services, your performance activities which generate the Content you post or seek to post on the Services (including, but not limited to, performance and practice activities in connection with any contests, venues, clubs, or other events which QRS sponsors, organizes, participates in, or whose Services are used in connection with), your connection to the Services, your violation of the Terms, your violation of any data protection or privacy laws, or your violation of any rights of another person or entity. Your rights with respect to QRS are not modified by the foregoing indemnification if the laws of your country of residence, applicable as a result of your use of our Services, do not permit it.

Notice for California Artists

Under California Civil Code Section 1789.3, California Services artists are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Notice for California Artists

Under California Civil Code Section 1789.3, California Services artists are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Dispute Resolution

Arbitration

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to the QRS's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, QRS will pay the additional cost. You and QRS hereby expressly waive trial by jury. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if QRS is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. This provision does not apply to users who live in the European Union.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

Class-Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception-Litigation of Small Claims Court Claims

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

Thirty-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out to the following address: QRS Music Technologies, Inc., Attn: Legal Department, 269 Quaker Dr, Seneca PA 16346, USA. The notice must be sent within 30 days of registering to use the Services; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, QRS also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, QRS may terminate your use of the Services.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with QRS and these Terms must be filed within one year after such claim arose; otherwise, your claim is permanently barred. This provision does not apply if you are based in the European Union in which case time limitations shall be determined in accordance with governing law for EU users mentioned below.

Choice of Law and Forum

Any action related to the Terms, Content, the Services, and your relationship with the QRS shall be governed by, and construed and interpreted in accordance with, the laws of the State of Pennsalvania without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to the Section entitled "Dispute Resolution", the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts embracing Franklin, PA and you consent to the exclusive jurisdiction of the federal or state courts embracing Franklin PA. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This paragraph does not apply to users who reside in the European Union.

If you are a user based in the European Union, then Irish law shall apply to these Terms and the Irish courts shall have exclusive jurisdiction to hear disputes arising in relation to the Terms. Despite this, your local laws in your European Union Member State may allow you to take legal action against QRS in your Member State and to invoke certain local laws against QRS.

United States Operation

This Services are controlled by QRS from its offices within the United States of America. QRS makes no representation that the Content or the Services are appropriate or available for use in other locations. Access to or use of the Content or the Services from territories where such access or use is illegal is prohibited. Those who choose to access the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations.

Termination

You agree that QRS may, under certain serious circumstances and without prior notice, immediately suspend or terminate your account and/or access to the Services. Cause for such suspension or termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof ), (e) unexpected technical or security issues or problems, (f ) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your account may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files and Content associated with your account, and (z) barring of further use of the Services. Further, you agree that all suspensions or terminations for cause shall be made in QRS's sole discretion and that QRS shall not be liable to you or any third party for any suspension or termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: Content and Conduct, Clubs, Proprietary Rights, Your Feedback, Disclaimer of Warranties and Liability, Indemnity, Choice of Law and Forum, and General.

General

You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between you and QRS as a result of the Terms or your use of the Services. The Terms constitute the entire agreement between you and QRS with respect to your use of the Services. The failure of QRS to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of QRS. QRS has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under these Terms and in connection with the Services. QRS's notice to you via email, regular mail or notices, posts, or links on the Services shall constitute acceptable notice to you under the Terms. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.

Modification of the Terms and Services

Certain provisions of the Terms may be supplemented or superseded by expressly designated legal notices or terms located on particular pages on the Services. QRS reserves the right to update the Terms at any time and for any reason in its sole discretion. QRS will notify you of any material changes to the Terms or to any service or other features of the Services. By continuing to access or use the Services after we have provided you with notice of a modification, you are agreeing to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

QRS and its third party service providers may make improvements and/or changes in the Services, products, services, mobile applications, features, programs, and prices described at any time and for any reason in its sole discretion. The mobile application may download and install upgrades, updates and additional features in order to improve, enhance, and further develop the Services. QRS reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that QRS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

Cookie Policy

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Set your cookies preferences

We use Non-Essential Third-Party Cookies to improve your experience, perform analytics, and serve relevant ads. Please select your Non-Essential Third-Party Cookies preferences below. If you click "Accept" we will use Non-Essential Third-Party Cookies. If you click "Deny," we will not use Non-Essential Third-Party Cookies. You can change this preference at any time.

Accept

Deny

What is a cookie?

A cookie is a piece of data that may be stored in the browser you use to access QRSConnect, which enables features and functionality. It allows our website to "remember" your activity or preferences over a length of time or during a particular session. If you're signed in to QRSConnect or owne of QRS's Connected Apps, cookies allow us to show you the right information and personalize your experience.

Some of the cookies we use are set by us (qrsmusic.com) to facilitate our provision of the service. These are known as First Party Cookies. We also utilize Third-Party Cookies, which are set by other sites (for example, google.com) and employed on our website, and are explained further below.

How does QRS use cookies?

We use session cookies and persistent cookies. Session cookies are temporary cookies that are not stored in your browser beyond the session in question. They are used for authentication and security purposes and to ensure the effective and necessary functioning of the QRS features which you are utilizing. We may also use a session cookie to remember your preferences when viewing the site. These session cookies are erased when you exit your browser.

Persistent cookies are those placed on your browser for a pre-determined length of time when you visit this site. They expire on a set expiration date, or when they are deleted manually. To learn more about how you can delete cookies manually, read the section below entitled "Managing and refusing the use of cookies."

First-Party Cookies

We develop and use cookies via our website to authenticate users, block malicious use of login credentials and shield unauthorized access to member data. We also develop and use cookies to collect information on website and app usage in order to understand and improve the QRSConnect experience. These cookies also help us learn how well our platform and apps operate across different locations and identify any issues in the operation and provision of our products.

Third-Party Cookies

We also permit the setting of Third-Party Cookies on our website. Some of these cookies are necessary to provide you with services you have requested ("Essential Third-Party Cookies"), whereas others are not necessary to provide you with services you have requested ("Non-Essential Third-Party Cookies").

Essential Third-Party Cookies

We use Essential Third-Party Cookies to allow you to navigate our site and use its services and features. For example, we allow you to sign up and log in using accounts you create with third-party products and services, such as Facebook, Google, or Apple (collectively, "Third-Party Accounts"). When you sign up or log in using ThirdParty Accounts, we use Essential Third-Party Cookies which are necessary to authenticate you.

Non-Essential Third Party Cookies

We use Non-Essential Third-Party Cookies to assist us in measuring and understanding how our products are used and how they can be optimized. We may also receive other analytics information from these third parties.

Some of these cookies are advertising cookies, which we employ to serve relevant ads to users who have already visited our website. We use the following cookies for advertising purposes: Meta Pixel, Google Ads and Branch.

Other cookies are used to assess performance and analytics, or to perform business research. We use the following cookies for performance, analytics and research purposes: Meta Pixel, Google Analytics and Branch.

Managing and refusing the use of cookies

When you first visit our site, you will see a banner asking whether you would like to accept the use of cookies. By clicking "I accept," you agree to the use of all cookies as described here, including Non-Essential Third-Party Cookies.

We will only use Non-Essential Third-Party Cookies if you click "I accept" on the cookies banner, or in your cookies preferences. You can manage your cookies preferences at any time by toggling the radio button at the top of this policy. If you click "deny" in your cookies preferences or on the cookies banner, we will not use Non-Essential Third-Party Cookies.

Most browsers allow you to choose whether you wish to accept cookies. Different browsers make different controls available to you and so we provide links below to popular browser instructions on how you can do this. Generally, your browser will offer you the choice to accept, refuse or delete all cookies, or third-party cookies on a website, or those from specific websites. However, if you restrict our capability to set cookies, you may limit the full functionality of QRSConnect.com, which will make some of our services and features unavailable to you.

Google Chrome
Internet Explorer
Firefox
Safari
Opera
In some cases, you can manage or opt out of third-party cookies on a cookie-by-cookie basis. Learn more about how to manage these individual cookie settings and review their corresponding privacy policies by visiting the websites below:

Where to manage cookie settings

Privacy Policy

Google Ads

https://adssettings.google.com/
https://policies.google.com/technologies/ads

Google Analytics

https://tools.google.com/dlpage/gaoptout
https://support.google.com/analytics/answer/6004245

Meta Pixel

https://www.facebook.com/help/336858938174917/
https://www.facebook.com/policies/cookies

Branch

https://branch.app.link/optout
https://www.branchapp.com/privacy

Do Not Track (DNT)

We may not recognize Do-Not-Track ("DNT") signals from your web browsers or device. This is because there is not yet a universally accepted standard on how to interpret and respond to DNT signals, which often conflict with other settings. If and when a standard is established, we will re-examine how we can appropriately respond to DNT signals.

Changes to this policy

This policy may change from time to time, so it should be reviewed frequently for the most up to date cookie information. We will notify you of any changes by updates to this page.

If you have questions about this policy, you may reach us at service@qrsinc.com

© 2022 QRS Music

QRS Music Technologies, Inc. (QRS) API Agreement

Effective Date: November 2022

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The QRS API Agreement ("Agreement") is made and entered into by and between QRS, Inc. ("QRS") and you. "You" means you individually or the entity that you represent. If you are entering into this Agreement for an entity, you represent and warrant to us that you have the legal authority to bind that entity to this Agreement. Here are a few highlights:

We hope you create an application that is useful, inspiring and helps build a community for QRS artists and customers.

• You may not create an application that merely replicates or competes with QRS.
• You are responsible for your use of the QRS API and your application.
• Your use of the QRS API is subject to volume limits and other use restrictions.
• Respect QRS users and their privacy choices.
• QRS may modify or discontinue access to the QRS API.
• QRS makes no warranties and QRS is not liable for your use of the QRS API.
• QRS may collect and use data from your access of the QRS API.
• QRS may, but is under no obligation to, feature or promote your application.
• You must comply with QRS's Branding Guidelines and use the provided QRS logos and links where you use QRS data in your application.
• Your application must comply with the QRS API Agreement, QRS Service Terms, your privacy policy and all applicable laws.
• Please read the entire QRS API Agreement below as it governs your use of the QRS API.

The QRS application programming interface, software developer kit, documentation, and any software, materials or data that QRS makes available to you, in its sole discretion, including the API Token as defined below (collectively, the "QRS API Materials") are made available subject solely to the terms and conditions of this Agreement, which terms incorporate by reference the QRS Terms of Service, including the QRS Privacy Policy (collectively, the "Service Terms") and QRS Branding Guidelines. By accessing or using the QRS API Materials, you acknowledge that you have read, and agree to abide by, this Agreement including the Service Terms. If you are unable to comply with the current or any future version of this Agreement, you must immediately cease all use of the QRS API Materials.

This Agreement will evolve as our business and platform expands and as creative developers dream up new applications for the QRS service and platform ("QRS Platform"), so check back often and make sure that you are familiar with the most current version of this Agreement whenever you engage in any use of the QRS API Materials. Any amendment to this Agreement will be effective upon our posting of such updated terms at this location or the successor URL that QRS may select. Your continued use of the QRS API Materials after such posting constitutes your consent to be bound by this Agreement, as updated and amended. Additionally, we may modify, remove or add portions of, or otherwise update the QRS API Materials from time to time in QRS's sole discretion.

1. Registration

• Once your registration is approved, you are authorized to use the QRS API Materials to develop products, sites, applications or services that are registered with us and are designed to interact with and enhance the QRS Platform ("Developer Applications") subject to the restrictions, conditions and limitations in this Agreement. To use the QRS API Materials you must use the approved developer key token provided by QRS ("API Token"). You may only use a single API Token for a single Developer Application.
• You are solely responsible for the confidentiality of your API Token and may not share your API Token with any other developer or use it for more than one application or service. You agree to keep your registration, site, application or service information accurate, complete, and current for so long as you use the QRS API Materials. You are responsible for all use that occurs under your API Token, including any activities by you or your employees, contractors or agents. If you believe an unauthorized person has gained access to your API Token we issue you, you must notify us as soon as possible.
• QRS may contact you from time to time about your use of the QRS API Materials and/or API Token, and you agree to be responsive to inquiries from QRS.

2. QRS API Materials: Permitted Use and Limitations

• QRS reserves the right at any time to modify or discontinue, temporarily or permanently the QRS API Materials, your use of the QRS API Materials, or any portion thereof with or without notice to you and without any form of compensation or consideration to you, regardless of the status of any of your Developer Applications. QRS reserves the right to create, modify and enforce controlling mechanisms such as a rate limiting structure for use of the QRS API Materials. Further, you acknowledge that QRS has no obligation to ensure that an upgrade of the QRS API Materials or the QRS Platform will be compatible with existing or planned Developer Applications.
• QRS reserves the right to revoke your API Token or terminate or limit any uses of the QRS API Materials if you violate this Agreement or we otherwise object to your use of the QRS API Materials, including but not limited to, uses that enable virtual performances and competitions and uses that replicate the QRS sites, services or products. If you are unsure if a certain use of the QRS API Materials is permitted or if there is a use case you would like to see covered that is not currently supported by the API or this Agreement, please contact us at developers@QRS.com to discuss your needs.
• You agree to comply with the QRS Branding Guidelines, including without limitation, attributing your use of QRS Data in your Developer Application by using the links and logos QRS makes available to you. The QRS Brand Guidelines are available upon request at qrsservice@qrsinc.com and may be updated by us from time to time. You understand and agree that QRS has the sole discretion to determine whether you are in compliance with the QRS Brand Guidelines.
• QRS may use your Developer Applications and related marks and logos that you create using the QRS API Materials, for the purposes of promoting QRS and marketing and making Developer Applications available to our mutual customers. However, QRS has no obligation to use or promote any Developer Application.
• You, and not QRS, are responsible for providing all customer and technical support and maintenance for your Developer Applications. QRS has no obligation to provide any type of technical or other support for the QRS API Materials or any services or content related thereto, whether provided by QRS, by you, or by third parties.
• You agree to use commercially reasonable and appropriate administrative, technical, and physical measures, including taking account of the measures described in Article 32(1) of the General Data Protection Regulation 2016 /679 ("GDPR"), to maintain the security and integrity of (i) all data you access or collect from the QRS API Materials including but not limited to QRS user personal and activity data and QRS segment and leaderboard data (collectively "QRS Data"), and (ii) all other data you access or collect in connection with any of your Developer Applications ("Developer Application Data"). QRS Data and Developer Application Data are collectively defined as "Data." You are fully responsible for the security of Data used in connection with your Developer Applications or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, card, or transaction Data on your site or through the Developer Application. You must ensure that any QRS Data is encrypted and transmitted over a secure, encrypted channel (e.g., HTTPS). You must notify QRS of any security breach, including any personal data breach within the meaning of the GDPR, related to your Developer Application or QRS Data as soon as possible but no later than twenty-four hours of your discovery of any such security incident.
• You may not collect, use, store, aggregate or transfer any QRS Data in any manner except as expressly permitted by us for the use of your Developer Application. You agree not to transfer or disclose any Data to any third parties, except as expressly permitted by this Agreement, each Developer Application end user, your then-current privacy policy, and in full compliance with all applicable laws. You may not, directly or indirectly, disclose, market, sell, license or lease any QRS Data to any third party including but not limited to advertisers or data brokers even if your Developer Applications user consents to such use. Users of your Developer Application must be permitted to express contact preferences, via notice and opt-out, at the point of collection and in each subsequent marketing piece. If you are acquired or merge with a third party, you must give QRS notice of such transaction.
• Your use of the QRS API Materials may be subject to certain limitations on access, data requests, and use as set forth on the QRS API Documentation web page. If we believe that you have attempted to exceed or circumvent these limitations, your ability to use the QRS API Materials may be temporarily or permanently blocked. We may monitor your use of the QRS API Materials to improve the QRS API Materials or the QRS Platform, and to ensure compliance with this Agreement. Your use of certain endpoints may be subject to certain limitations on access as established by QRS from time to time. If you desire to implement an endpoint or scope in a manner that would exceed the limitations on access, please contact us. You may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify any notices or authorization or consent requests provided by QRS.
• You agree that QRS may collect certain use data and information related to your use of the QRS API Materials, and QRS Platform in connection with your Developer Application ("Usage Data"), and that QRS may use such Usage Data for any business purpose, internal or external, including, without limitation, providing enhancements to the QRS API Materials or QRS Platform, providing developer of user support, or otherwise. You agree to include a statement to this effect in your privacy policy.
• You may include advertisements in your Developer Application but you must not use QRS Data in any advertisements without QRS's express written consent. Your advertisements may not be displayed in any manner that suggests approval or endorsement by QRS.
• In general, we reserve the sole right to determine whether or not your use of the QRS API Materials is acceptable, and to revoke QRS API Materials access for any Developer Application that we determine is not providing added benefit to QRS users and/or is not in the best interests of QRS or our users. The following are some, but not all, restrictions applicable to the use of the QRS API Materials including, but not limited to, QRS Data:
  • You may not use QRS API Materials for any purpose other than providing the Developer Application for which you are registered to provide as a QRS API developer.
  • You may not use the QRS API Materials in any manner that is competitive to QRS or the QRS Platform, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to QRS's products and services, as determined in our sole discretion.
  • QRS users must expressly authorize your Developer Application prior to you accessing any of their data. Your Developer Application must allow the end user of your Developer Application to access such end user's data that you have collected via the QRS API Materials at the request of such end user. Your Developer Application must provide easily accessible end user support contact information. Your Developer Application must provide clear links for users to navigate to their QRS accounts. All Data about an end user in your possession or control must be deleted by you upon such end user's request or upon such end user's termination or cancellation of the Developer Application subscriptions.
  • You may not process QRS Data, including in an aggregated or de-identified manner, for the purposes of, including but not limited to, analytics, analyses, customer insights generation, and products or services improvements. QRS Data may not be combined with other customer data, for these or any other purposes.
  • . You may not include or use the QRS API Materials in, or in connection with, any application, website or other product or service that includes content that is disparaging of QRS, libelous or may otherwise be perceived as detrimental or harmful to QRS and its business and reputation, in our sole discretion.
  • You cannot use web scraping, web harvesting, or web data extraction methods to extract data from the QRS Platform.
  • You may not include or use the QRS API Materials in, or in connection with, any application, website or other product or service that includes content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, in our sole discretion.
  • You may not use the QRS API Materials to distribute any virus, spyware, adware, malware, or other harmful or malicious component.
  • You may not use the QRS API Materials for any purpose which or might overburden, impair or disrupt the QRS Platform or related servers or networks.
  • You may not use the QRS API Materials to distribute unsolicited advertising or promotions, or to send messages, make comments, or initiate any other unsolicited direct communication or contact with QRS users or partners.
  • You may not, and may not encourage or authorize others to:
    • remove or alter any proprietary notices or marks on the QRS API Materials;
    • use or access the QRS API Materials for purposes of monitoring the availability, performance, or functionality of any of QRS's products and services or for any other benchmarking or competitive purposes;
    • use or access the QRS API Materials to aggregate, cache, or store geographic location information or other user information accessible via the QRS API;
    • frame, wrap or otherwise reproduce significant portions of the QRS Platform; or
    • reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of the QRS API Materials or any part of the QRS Platform.
  • You may not charge end users in any manner for access to or use of the QRS API Materials or any services or functionality included in or related to the QRS API Materials or QRS Platform. Without limiting the foregoing, you may not sell, rent, lease, sublicense, redistribute or syndicate access to the QRS API Materials, and you may not charge any kind of service, booking or similar fee in connection with any services made available via the QRS Platform. For the avoidance of doubt, the foregoing shall not prohibit you from charging for the provision of functionality not provided by the QRS Platform in your Developer Applications.
  • You will at all times use the QRS API Materials and QRS Data in accordance with all applicable worldwide laws and regulations, your privacy policy and the Service Terms including but not limited to laws, regulations and directives regarding privacy, data security and the export of data, and you may not use the QRS API Materials and Data to conduct or facilitate, in any way, activity that is in violation of applicable worldwide laws or regulations or the Service Terms.
  • You must not impose any terms on users of your Developer Application that are inconsistent with this Agreement or the Service Terms. Your Developer Application terms of service shall disclaim all warranties on behalf of third party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement and exclude third party service providers from all liability for consequential, special, punitive, indirect damages.
  • You may not use the QRS API Materials in any way that would grant someone other than you or the applicable user the right to see any data related to that user without obtaining the prior express consent of that user.
  • You cannot modify or edit any content, links or metadata when displaying QRS Data in your Application.

3. Platform Changes

• QRS and its third-party providers may make improvements and/or changes in the data and functionality provided by the QRS API Materials at any time without notice.
• Access to and use of the QRS API Materials and the QRS Platform are currently provided at no charge. QRS reserves the right to charge you for use of the QRS API Materials and access to the QRS Platform, and such updates may include such charges or updates to such charges, in the future at our discretion, including, without limitation, rated pricing and/or differentiated pricing for business users. We will provide you with notice in the event we decide to start charging for use.
• If you do not agree to any such charges or updates, you must cancel your access to the API within such 30-day notice period as set forth in "Cancellation" below.

4. Cancellation and Termination

• You may cancel your access to the QRS API Materials at any time by notifying QRS at qrsservice@QRSinc. com, or by ceasing all use of the QRS API Materials and QRS Platform, and deleting all copies of all QRS API Materials (including all QRS Data) in your possession or control. QRS may cease making the QRS API Materials available at any time as set forth in Section 2. You agree that QRS shall not be liable to you or to any third party for any access, use, modification, suspension or discontinuance of the API, Services or any portion thereof.
• QRS may terminate your access to the QRS API Materials immediately if you do not comply with the Service Terms or this Agreement, are you are engaged in any activity that may expose QRS to risk or liability of any kind, or if we otherwise reasonably object to your use of the QRS API Materials. You agree that QRS shall not be liable to you or any third party for any costs, liabilities, losses, expenses, or damages that may result from termination of this Agreement or your access to the QRS API Materials.
• The following Sections of this Agreement shall survive any termination or expiration: 4, 5, 10-16.
• Upon any termination of this Agreement, you will promptly cease using and permanently delete all the QRS API Materials, the QRS Platform, and QRS Data provided hereunder and so certify in writing to QRS.

5. Privacy

• Your Developer Application must respect the privacy settings configured by the QRS users. You may use and retain Data only so long as necessary for the purpose you originally obtained it, subject to Section 7 below. If your Developer Application does not collect the authentication credentials of a QRS user, then you are not permitted to display any data or use any functionality via the API Materials that is not available to a logged out user. If your Developer Application logs into QRS on behalf of a QRS athlete, then you are permitted to access and display data or functionality only for that QRS user, and you may not disclose such data to, or use it for, another user or any other third party without a lawful basis. Your Developer Application shall have a lawful privacy policy, including GDPR compliance, accessible with reasonably prominent hyperlinks that does not conflict with or supersede the QRS Privacy Policy and that explains how you collect, store, use, and/or transfer any Personal Data (defined below) via your Developer Applications. You also agree to comply with all privacy and data protection laws applicable to you.
• If your use of the QRS API Materials or Personal Data requires or will likely result in the provision of Personal Data directly to QRS, you agree to obtain all necessary consents and authorizations from the applicable users to provide such Personal Data to QRS. You will also take steps to ensure that such users are aware of this processing and disclosure in such cases, including by adding a statement to this effect in your privacy policy. QRS will treat Personal Data obtained from you through your use of the QRS API Materials in accordance with QRS's then-current Privacy Policy.
• Unless otherwise required by applicable law or agreement with the applicable user to retain such data, if a user revokes the authorization previously granted for your Developer Applications to access to their QRS account, you must ensure that all Personal Data pertaining to that user is deleted from your Developer Applications and related networks, systems and servers. If you stop using the QRS API Materials altogether or if your QRS API Materials access is revoked, you must delete all Personal Data in the same way.
• You agree to process and use Personal Data in a manner consistent with all applicable data protection and privacy laws, including as applicable the GDPR. If for any reason you are unable to comply with any privacy requirement of the Service Terms you must promptly inform QRS and take reasonable and appropriate steps to remedy any non-compliance, or cease your access to the API and use of all Personal Data.
• "Personal Data" means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user's name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes personal data as defined in the GDPR.

6. Security and Fraud Controls

• QRS is responsible for protecting the security of Personal Data in its possession and will maintain commercially reasonable and appropriate administrative, technical, and physical procedures to protect all the Personal Data regarding your customers that is stored in QRS's servers from unauthorized access and accidental loss or modification. However, QRS cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such Personal Data for improper purposes. You acknowledge that if you provide Personal Data to QRS, you do so at your own risk. We recommend that you review our Privacy Policy, which will help you understand how we collect, use and safeguard the Personal Data you may provide to us.
• QRS may provide, suggest or mandate security procedures and controls intended to reduce the risk to you of fraud or security breaches ("Security Controls"). These Security Controls may include processes or applications that are developed by QRS or by third parties, including but not limited to providing two- factor authentication for users logging into their QRS account. You agree to review all Security Controls and choose those that are appropriate for your business and the Developer Application to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us.

7. Retention

Your Developer Application is encouraged to cache QRS Data to improve performance within the limits outlined in this Agreement. QRS is not liable in any way for any data you retain in your cache. No QRS Data shall remain in your cache longer than seven days. If your Developer Application checks for a resource (e.g., a segment) and that resource is no longer available from QRS, you shall remove it from your cache immediately regardless of how frequently you refresh your cache. Except for such limited caching, your Developer Application is prohibited from storing any QRS Data or providing or displaying such data or any associated service to any third party other than the QRS user using your Developer Application.

8. Uploading

Your Developer Application may include the option to upload activities or information to the QRS Platform. It is possible for those activities or information to be uploaded to other services other than the QRS Platform.

9. Use of QRS Trademarks

The rights granted in this Agreement do not include any general right to use the QRS name or any QRS trademarks, service marks or logos (the "QRS Marks") with respect to your Developer Applications. Subject to your continued compliance with this Agreement, you may use QRS Marks to comply with QRS's data attribution requirements for certain limited purposes related to your Developer Applications only as described in the QRS Branding Guidelines. These rights apply on a non-exclusive, non-transferable, worldwide, royalty-free basis, without any right to sub-license, and may be revoked by QRS at any time. If QRS updates the Branding Guidelines or any QRS Marks that you are using, you agree to update such QRS Marks to reflect the most current versions. You must not use any QRS Marks, or any confusingly similar mark, as the name or part of the name or icon of your Developer Applications, or as part of any logo or branding for your Developer Applications.

10. Press and Publicity

You may not issue any press release or other announcement regarding your Developer Applications that makes any reference to QRS without QRS's prior written consent.

11. Intellectual Property Matters

• You agree that QRS and its affiliates and licensors retain all worldwide right, title and interest in and to the QRS API Materials, QRS Data, QRS Marks and the QRS Platform, including, without limitation, all intellectual property rights therein. Any rights not expressly granted herein are prohibited and reserved.
• You understand that QRS may currently or in the future develop products and services that may be similar to or compete with your Developer Applications. Nothing in this Agreement shall in any way restrict QRS from pursuing any business activities or from entering into any agreement with any other person or company.
• In the event that you choose to provide QRS with feedback, suggestions or comments regarding the QRS API Materials or the QRS Platform, or your use thereof, you agree that QRS will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.
• To facilitate your QRS API Materials integration, QRS may make certain SDK(s) and/or libraries available to you under a separate open source license. You agree that any QRS API integration facilitated with such open source SDK(s) and/or libraries remains subject to this Agreement.
• To facilitate your QRS API Materials integration, QRS may make certain SDK(s) and/or libraries available to you under a separate open source license. You agree that any QRS API integration facilitated with such open source SDK(s) and/or libraries remains subject to this Agreement.

12. Confidentiality

You may be given access to certain information, data, materials, know-how, methodologies, documentation, and software relating to the QRS API Materials or the QRS Platform that is not generally known by the public ("Confidential Information"), which is confidential and proprietary to QRS. You agree to use the Confidential Information only for the purpose of using the QRS API Materials in accordance with this Agreement, and you agree to not disclose any of the Confidential Information to any third party without QRS's prior written consent. You agree to protect the Confidential Information in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.

13. Representation and Warranties

• You represent and warrant to us that:
  • if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you've obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the QRS API Materials and/or QRS Platform in the manner prescribed by QRS;
  • you are eligible to register and use the QRS API Materials and have the right, power, and ability to enter into and perform under this Agreement;
  • the information you submit as part of your registration is current, accurate, and complete;
  • you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the QRS API Materials or the QRS Platform or when you market or sell the Developer Application;
  • you will fulfill all of your obligations to each customer to which you provide the Developer Application and will resolve any customer dispute or complaint directly with your customer;
  • you and all transactions effected via the QRS API Materials or the Developer Application will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;
  • you will not use the QRS API Materials, QRS Platform, QRS Data, or Developer Application, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the QRS Platform;
  • you have all rights, including all copyright, trademark and other intellectual property rights, in the Developer Applications necessary to offer the Developer Applications to end users and to grant the license to QRS in this Agreement;
  • you comply with and will continue to comply with all applicable privacy and data protection laws;
  • and you have implemented and will maintain appropriate technical and organisational security measures in accordance with the Service Terms and applicable law.
• THE QRS API MATERIALS, QRS DATA, QRS MARKS, AND QRS PLATFORM ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND QRS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
• QRS MAKES NO WARRANTY (i) THAT THE QRS API MATERIALS WILL MEET YOUR OR YOUR CUSTOMERS' REQUIREMENTS, OR THOSE OF YOUR DEVELOPER APPLICATION, (ii) THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR (iii) THAT ANY ERRORS IN THE QRS API MATERIALS WILL BE CORRECTED.
• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE QRS API MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR OTHERS' COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF THE API.

14. Indemnity

You will indemnify, defend, and hold harmless QRS, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees) brought by a third party arising out of or in connection with:

• your use of the QRS API Materials, QRS Data, QRS Platform, or the QRS Marks other than as expressly allowed by this Agreement;
• your breach or alleged breach of any of the terms, conditions and representations under this Agreement;
• your Developer Applications or business; or
• your gross negligence or willful misconduct. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that QRS may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without QRS's prior written consent.

15. Limitation of Liability

• IN NO EVENT WILL QRS OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE QRS API MATERIALS, QRS MARKS, QRS DATA, OR QRS PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
• QRS'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO QRS FOR USE OF THE QRS API MATERIALS IN THE LAST YEAR OR (ii) ONE HUNDRED DOLLARS ($100).
• Equitable Remedies: You acknowledge that your breach of this Agreement may cause irreparable harm to QRS. Accordingly, you agree that, in addition to any other remedies to which QRS may be legally entitled, QRS shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.
• Where pursuant to Article 82(4) of the GDPR, either party is found to be liable for the entire damage arising from a breach or breaches of the GDPR relating to activities under the Service Terms, in order to ensure effective compensation of a one or more individuals, then the other party shall indemnify that party for that portion of the compensation attributable to any breaches of GDPR giving rise to the compensation for which it is responsible.

16. Miscellaneous

• Applicable Law, Jurisdiction and Venue
  
  Any dispute arising out of this Agreement shall be governed by California law and controlling U.S. federal law, without regard to conflict of law provisions thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts of San Francisco County,, California, U.S.A., for any legal proceedings related to the QRS API Materials, QRS Platform or this Agreement. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the QRS API Materials, QRS Platform or this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the QRS API Materials, QRS Platform or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
• Assignment
  You may not assign, delegate or otherwise transfer your obligations under this Agreement without the prior written consent of QRS. QRS has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement. Any attempted assignment in violation of this paragraph is void.
• English Language
  This Agreement was drafted in English and the English-language version shall control in the event of a conflict with any translated version.
• Modifications
  Except as set forth in "Changes to Services and Agreement" above, all amendments to this Agreement must be made in a writing.
• Entire Agreement; Headings
  This Agreement constitute the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement.
• Independent Contractors
  This Agreement does not create or imply any partnership, agency or joint venture between the parties. For the purposes of Article 26 of the GDPR, the parties acknowledge that each party is a separate and independent controller of the personal data which it discloses or receives under this Agreement. The parties do not and will not process personal data which it discloses or receives under the Agreement as joint controllers. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under applicable data protection and privacy laws. It is agreed that where either party receives a request from a data subject in respect of personal data controlled by the other party, where relevant, the party receiving such request will direct the data subject to the other party, as applicable, in order to enable the other party to respond directly to the data subject's request.

G. Waivers; Severability

No waiver by QRS of any right under this Agreement will be effective unless set forth in a writing authorized by QRS. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.

H. Notices; Legal Process

All notices to you in connection with this Agreement may be delivered via email at the email address provided to QRS by you. QRS may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. We may deliver, subject to the terms of our Privacy Policy, any information as required under such Legal Process. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. QRS is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.

I. Government Use

If you are part of an agency, department or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the QRS API Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API constitutes a "commercial item," "commercial computer software," and "commercial computer software documentation." In accordance with such provisions, any use of the API by the U.S. Government shall be governed solely by this Agreement and the Service Terms.

If you have any questions regarding this Agreement, please email qrssupport@qrsinc.com

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