TERMS of SERVICE
*Notice to subscribers: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. If you subscribed using your Apple ID, refunds are handled by Apple, not Quip TGSM. If you wish to request a refund, please visit https://getsupport.apple.com. If you subscribed using your Google Play Store account contact customer support at https://quiptgsm.com/support/ *
Quip TGSM LLC offers technological solutions relating to digital marketing. When you acquire our services, you are agreeing to the price, term, and billing rate(s) set forth in the invoice and/or order form. As a general rule of thumb, subject to alteration depending on the product you acquire or service you retain, billing is on a monthly or annual cycle.
2.1. Registering Your Account
3.1. The Site. .You agree that Quip TGSM LLC owns all rights, title and interest in the Site and all content therein or thereon. You agree that you have no right or title in or to any such content or the Site. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or the Services.3.1.1 Links to and From Third-Party Websites. The Site may contain links to other websites and, as such, you acknowledge we have no control over such websites and that we are not responsible nor do we have any liability for the accuracy, content, legality, products, services, security or any other aspect of any linked website. In no event shall any reference to any third-party, third party website, or third-party product or service be construed as an approval or endorsement by us of that third party, third party website, or of any product or service provided by a third-party. Moreover, third-party content may contain information or material that some people may find inappropriate or offensive. The inclusion of such a link or reference is provided as a convenience to our Accountholders.3.1.2 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through its suggestion, feedback, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Quip TGSM LLC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site.
4. ACCOUNTHOLDER CONDUCT.
4.1. Unauthorized Use or Access. You agree that you will not, under any circumstances:4.1.1 Interfere or attempt to interfere with the proper functioning of the Site or connect to or use the Site in any way not expressly permitted by the Terms;4.1.2 Systematically retrieve data or other content from our Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;4.1.3 Use, display, mirror or frame the Site, or any individual element within the Site, Quip TGSM LLC’s name, any Quip TGSM LLC’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;4.1.4 Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Site or that is in transit from or to the Site, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Site;4.1.5 Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Site, whether through the use of a network analyzer, packet sniffer or other device;4.1.6 Make any automated use of the Site, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Site;4.1.7 Bypass any robot exclusion headers or other measures we take to restrict access to the Site, or use any software, technology or device to send content or messages, scrape, spider or crawl the Site, or harvest or manipulate data;4.1.8 Use, facilitate, create, or maintain any unauthorized connection to the Site, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Site; or (ii) any connection using programs, tools or software not expressly approved by us;4.1.9 Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site, or to obtain any information from the Site;4.1.10 Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;4.1.11 Solicit or attempt to solicit personal information from other Accountholders or users of the Site;4.1.12 Use the Site to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;4.1.13 Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information; or4.1.14 Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
5. GENERAL. .
5.1. In connection with your use of the Site, you shall not:. 5.1.1 Harm minors in any way;5.1.2 Impersonate any person or entity, including, but not limited to, Quip TGSM LLC personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;5.1.3 Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;5.1.4 Register for more than one Account or register for an Account on behalf of an individual other than yourself or your spouse when facilitating a spouse strictly under our Spouse Account policy and procedure;5.1.5 Stalk or otherwise harass any other Accountholder or user of the Site; or5.1.6 Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
6. INDEMNIFICATION. .
You agree to indemnify and hold Quip TGSM LLC, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Quip TGSM LLC Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Site; (b) your violation of the Terms; (c) your violation of any rights of another party, including any end users of the Services; (d) your violation of any applicable laws, rules or regulations; or (e) any disputes or claims between you and any other Accountholder. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the Quip TGSM LLC Parties for any unconscionable commercial practice or willful misconduct by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Site.
7. DISCLAIMER OF WARRANTIES AND CONDITIONS. .
7.1. As Is. 7.1.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE Quip TGSM LLC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE, APPLICATION OR SERVICERS.7.1.2 THE Quip TGSM LLC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF Quip TGSM LLC PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.7.1.3 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Quip TGSM LLC MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.7.1.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.7.2. No Liability for Conduct of Third Parties. 7.2.1 YOU ACKNOWLEDGE AND AGREE THAT THE Quip TGSM LLC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Quip TGSM LLC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8. LIMITATION OF LIABILITY.
9.1. Violations. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Site in our possession in connection with your use of the Site, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to your requests for customer service, or (4) protect the rights, property or personal safety of Quip TGSM LLC, our Accountholders or the public, and all enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate.9.2. Breach. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Site, we reserve the right to:9.2.1.Warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms;9.2.2.Discontinue your registration(s) with the any of the Site, including any Services;9.2.3.Pursue any other action which we deem appropriate.
10. TERM AND TERMINATION.
10.1. Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the Terms.10.2. Prior Use. Notwithstanding the foregoing, if you used the Site prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Site (whichever is earlier) and will remain in full force and effect while you use the Site, unless earlier terminated in accordance with the Terms.10.3. Termination of Services by Quip TGSM LLC . If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if we are required to do so by law (e.g., where the provision of the Site or the Services is, or becomes, unlawful), we have the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made at our sole discretion and that we shall not be liable to you or any third party for any termination of your Account.10.4. Termination of Services by You . If you want to terminate the Services provided by us, you may do so by ceasing to use the Services which can be completed within your Account profile or otherwise properly notifying us.10.5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. We will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.10.6. No Subsequent Registration. If your registration(s) with or ability to access the Site is discontinued by us due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access the Site through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those the Site to which your access has been terminated. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
11. INTERNATIONAL USERS.
the Site can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that we intend to announce such Services in your country. The Site is controlled and offered by us from our facilities in the United States of America and for purchases placed by Accountholders domiciled in the United States and, therefore, we make no representations that the Site is appropriate or available for use in other locations or complies with laws or regulations in such other countries. Those who access or use the Site from other countries do so at their own volition and are responsible for compliance with local law.
12. ELECTRONIC COMMUNICATIONS.
The communications between you and us by electronic means, whether you visit the Site or send us e-mails, or whether we post notices on the Site or communicates with you via e-mail shall, for contractual purposes, you agree as follows (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14. FORCE MAJEURE.
We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, pandemics, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15. QUESTIONS, COMPLAINTS, CLAIMS. .
If you have any questions, complaints or claims with respect to the Site, please contact us at: https://quiptgsm.com/support/. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16. EXCLUSIVE VENUE.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Quip TGSM LLC agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in the County of Orange, California.
17. GOVERNING LAW.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
Where we require you to provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following email address: email@example.com pursuant to the notice procedures described in Section 13(F) above). Such notice shall be deemed given when received by us by at the above email address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
20. RELEASE OF CLAIMS.
You hereby release Quip TGSM LLC and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, that is either directly or indirectly related to or arises from the Services offered by Quip TGSM LLC If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by us or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder.
21. CALIFORNIA CONSUMERS.
Pursuant to California Civil Code § 1789.3, California users of the Site are entitled to the following 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 North Market Blvd., Suite N 112, Sacramento CA 95834, by telephone at (916) 445-1254 or (800) 952-5210 or facsimile at (916) 574-8676.21. Contacting Us. If you have questions regarding our Terms its implementation, failure to adhere to these Terms and/or our general practices, please contact us at : https://quiptgsm.com/support/.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
23. ENTIRE AGREEMENT.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.