QTP Terms Of Service (Hosts).docx

Last Updated: September 26, 2023

Welcome to QuickTextPay, which provides a service that allows drivers (each, a “User”) to purchase parking passes at privately owned parking lots and spaces (“Parking Spots”) offered by owners, lessors and managers of private parking lots (each a “Host”). These terms of service (“Terms”) govern your use of the QuickTextPay, Inc. (collectively, “QTP”, or “we”, “us”, or “our”) websites and mobile properties, including the website www.quicktextpay.com, our app(s), and all other interactive features and communications we provide in connection with the websites or apps, however accessed or used, that we operate, make available, produce, or maintain (collectively, the “Service”). Use of this Service or clicking where indicated constitutes acceptance of these Terms. If you do not accept these Terms then you may not use the Service.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, INCLUDING AN ARBITRATION AGREEMENT IN SECTION 19 (DISPUTE RESOLUTION). UNLESS YOU OPT OUT, THE ARBITRATION AGREEMENT REQUIRES MOST DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, ELIMINATES YOUR ABILITY TO PURSUE DISPUTES AS PART OF A CLASS OR GROUP, AND WAIVES YOUR RIGHT TO A TRIAL IN COURT AND BY A JURY.

QTP may change these Terms on a going-forward basis at any time and in our sole discretion. If QTP makes changes to these Terms, we will notify you of the changes. Our notice to you may include sending a message to the text message number or email address you provided to us, or notice through the Service. We will also update the “Last Updated” date at the top of these Terms when we make changes.

Your continued use of the Service will confirm your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and delete your account. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Service.

You must be 18 years of age or older to create an account. You certify that you are 18 years old. The Service is intended for, and should only be used, by individuals residing within the United States.

Use of the Service.

Subject to your compliance with these Terms, we will make your Parking Spot available to Users through the Service. We do not establish the prices for Parking Spots, operate the Parking Spots, or determine parking availability.
In all cases, a User’s use of a Parking Spot will be governed by your policies and terms with the User, including all rules and restrictions posted at your Parking Spot or otherwise imposed by you at the relevant Parking Spot (the “Host Terms and Conditions”). The Host Terms and Conditions must include all legally required terms, including rules and restrictions, the cost to reserve the parking spot and any fines that may be assessed for exceeding the parking reservation. You are responsible for making the Host Terms and Conditions available to the User. If you make the Host Terms and Conditions available to us through the Service, then we will use commercially reasonable efforts to provide the Host Terms and Conditions to the User. You are responsible for maintaining and promptly updating any Host Terms and Conditions that you make available through the Service. We will not be liable to you, the User or any third party for any breach of the Host Terms and Conditions or other Host obligations in relation to the Parking Spot. We facilitate the payment between you and the User for the use of the Parking Spot and/or charging point provided by you. If we provide a sample set of Host Terms and Conditions, you represent and warrant that understand and agree to the following: such terms are merely a sample, your use of sample Host Terms and Conditions are at your risk and come with no warranties of any kind, you are solely liable for any consequences, either direct or indirect, from such use and you are solely responsible for ensuring any use is suitable for your needs.
By making a Parking Spot available through the Service and becoming a Host, you agree that you authorize us to connect your Parking Spot with available Users in need of Parking Spots and to collect fees from the Users applicable to the Parking Spot. By consenting to these Terms you acknowledge that by making a Parking Spot available to a User, you are voluntarily granting the User consent to enter your property or a property which you have been licensed to operate. You agree to pay a fee to us for every rental transaction for these services.
By using the Service to list a Parking Spot, you attest that you are the legal owner, lessor or operator of the Parking Spot or have obtained the right to rent out the Parking Spot. It is your responsibility to be aware of and abide by all laws, codes, rules and regulations (public and private) applicable to the Parking Spot. We are not responsible for your failure to abide by applicable laws, codes, rules and regulations.
We may provide an additional Service to assist you in your enforcement of your policies and terms with the User. By using this Service, you authorize us or our contractors to enter onto your property or a property which you have been licensed to operate that is associated with the Parking Spots from time to time as needed to provide this Service and to take the actions authorized by you, such as to help install signage or to check for compliance with your policies and terms. You also agree to provide all information and assistance reasonably needed to allow us to provide such assistance.
We are not responsible for any damage or loss to property or person while Users or contractors hired by Quick Text Pay are on your property or any adjacent property, are engaged in a parking reservation with you or providing Services to you. We cannot and do not guarantee in any way the security or safety of your property. All parking transactions are entered into at your own risk. It is your responsibility to ensure that your property is secured. If your property is damaged by a User, you understand and agree that the dispute is between you and the User and you will resolve the matter with the User. We do not provide any insurance coverage to you or any User at any time and you are solely responsible for obtaining the required insurance coverage necessary to rent out your Parking Spot for use by others.
Technical requirements. You are responsible for all mobile carrier charges resulting from your use of the Service, including from any notifications provided by the Service. We do not guarantee that the Service will be compatible with all devices or will be supported by all mobile carriers. The user interface and functionality may not be the same across all platforms and devices. Your access to the Service may be occasionally restricted or blocked to allow for updates, repairs or maintenance. In these cases, we will attempt to restore access as soon as reasonably possible. Any such interruptions to the Service shall not constitute a breach of these terms by us. We will not be responsible for any failure or inability to make good on an agreement between yourself and a User caused by a technical difficulty, connection or communication issue, or any interruption of the Service.

Privacy. Data collection and use, including data collection and use of personally identifiable information, is governed by QTP’s Privacy Policy which is incorporated into and is a part of these Terms.
Access License. QTP grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service. The Service may only be used for the intended purpose for which we make it available. We and our licensor(s) reserve all rights to the Service not expressly granted, whether by implication, estoppel, or otherwise.
Restrictions. Except as expressly permitted herein, you may not reproduce, sell, resell, or otherwise exploit the Service or any part of it for any purpose without our express written consent. Additionally, you will not: (a) use the Service or any Content for any commercial purpose; (b) make derivative use of the Service or Content; (c) download or copy account information for the benefit of a third party; (d) collect and use any content, including parking listings, descriptions, or prices; (e) use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission; (f) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (g) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (h) bypass any measures we may use to prevent or restrict access to the Service. Any unauthorized use automatically terminates the permissions and licenses granted to you by us.
Ownership. Excluding Submissions, we and our licensor(s), vendor(s), agent(s), and content provider(s) own all of the content featured or displayed on the Service, including text, graphics, photographs, images, moving images, sound, and illustrations (“Content”). All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. You may not modify any Content and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. You will not remove any copyright, trademark, or other proprietary notice from any material found on the Service. You are responsible for ensuring your use is permissible before reusing any Content. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Service. The Service, Content, and all related rights remain the exclusive property of QTP or its licensors, vendors, agents, and/or Content providers unless otherwise expressly agreed, and are protected by U.S. and international copyright laws.
Trademarks/No Endorsement. All trademarks, service marks and trade names of QTP used in the Service or the Content (including but not limited to: the Quicktextpay name, Quicktextpay corporate logo, the Service name, the Service design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of QTP or its affiliates, partners, vendors, or licensors in the United States or other countries. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Marks in any way without our prior written consent.
Account Registration and Security. You understand that you will need to create an account to have access to all of the parts of the Service. We reserve the right to suspend or delete your accounts if we believe you have breached these Terms in any way. You will: (a) provide true, accurate, current, and complete information about yourself or the entity you represent as prompted by the Service's registration or subscription page ("Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we reasonably suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You are solely responsible for the security and confidentiality of your password and account and for all use of your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Service using your account information. You will immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Service. We may provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). If you believe that an unauthorized transaction has taken place under your account, you agree to notify us immediately. You are responsible for and agree to reimburse us for all reversals, claims, fees and other liability or expense incurred by us that were caused by payments that you authorized or accepted.
Use of Company Names and Logos in Promotional Materials. By using the Service, you grant QTP the right to use your company name and logo in promotional materials related to the Service. This includes, but is not limited to, QTP's website, mobile apps, social media channels, and marketing campaigns. QTP may display your company name and logo to promote the availability of parking spots offered by your company through the Service. If you do not wish to have your company name and logo used in promotional materials, please notify us in writing at admin@quicktextpay.com.
Submissions.

“Submission” means any listing of Parking Spots or other information you make available through the Service. You will only submit Submissions that you have a right to submit and that are not confidential. You assume all risks associated with use of your Submission, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Submission that personally identifies you or any third party. You hereby represent and warrant that your Submission does not violate our Acceptable Use Policy (defined in Section 8.2 below). You may not represent or imply to others that your Submission is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your Submission, you may expose yourself to liability if, for example, your Submission violates the Acceptable Use Policy. We are not obligated to backup your Submissions, and your Submissions may be deleted at any time without prior notice. You expressly grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display your Submissions, in whole or in part, and in any form throughout the world in any media or technology for the purposes of operating and providing the Service to you and our other users of the Service. Submissions are non-confidential and we are under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Submission. You are solely responsible for your Submission.
You may only submit Submissions that comply with the following, which collectively are QTP’s Acceptable Use Policy (“AUP”). You may not submit any Submissions: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that in our sole opinion is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, offensive, promotes racism, or is otherwise objectionable; (iii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (iv) or otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. We may, but are not obligated to, to monitor Submissions, and we may remove, refuse to post, or edit any Submission in our sole discretion. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate AUP, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from using the Service and/or the immediate removal of the related materials from the Service at any time without notice. We take no responsibility and assume no liability for any Submissions you or any third party may post.

Feedback. If you give to QTP any idea, proposal, suggestion, or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and product improvements (“Feedback”), you give to QTP, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. QTP will treat any Feedback you provide to QTP as non-confidential and non-proprietary. You agree that you will not submit to QTP any information or ideas that you consider to be confidential or proprietary.
Notification. If you gave us your email address or phone number in connection with your account, then we may send notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number. We may also send you notifications by other means (for example by in-product messages). Data or messaging rates may apply if you receive notifications via SMS.
Parking Transactions. Our Service requires payments from a User to purchase a parking pass (each, a “Parking Pass Fee”). The Parking Pass Fee shall be displayed to a User through the Service. You understand that only certain forms of payment may be accepted, and these acceptable forms of payment are subject to change at any time. The Parking Pass Fee includes the price you specify for the Parking Spot through the Service (the “Host Parking Fee”), a service charge which the User agrees to pay to us for the Service (the “Service Charge”), and any applicable taxes, as well as any fines or penalties that may be assessed for exceeding the reservation. The Service Charge will be based on a flat rate fee or a percentage fee, which may vary from time to time, calculated from the price set by the Host Parking Fee. As the Host, you agree to pay to us, and we will deduct from the Parking Pass Fee, a fee of up to 40% of the Host Parking Fee. We reserve the right to suspend or terminate a User’s use of the Service if their payment method is declined or if we suspect any fraud. Fines or penalties may be charged to the User if the User exceeds their authorized use of the Parking Spot. Reasons for exceeding a User’s authorized use may include but are not limited to; failing to pay for parking, overstaying the allotted time of a parking pass, or parking when not permitted. You acknowledge that, where permitted by applicable laws, we may use a vehicle’s license plate to associate unpaid bills with the registered owner of the vehicle, and to contact the owner of the vehicle for the purpose of receiving payment of unpaid Parking Pass Fees, fines or penalties.
Payment Transactions. We use a third-party payment provider for processing payment transactions to the Hosts. The third-party payment provider may impose insufficient funds, charges or other fees. We are not responsible for your direct interactions with the third-party payment provider or for charges or fees (if any) they may impose on you directly to maintain an account. In order to receive payments as a Host, you will be required to set up an account with the payment provider. You understand and agree that it is your responsibility to ensure that the payment provider has all necessary information to ensure payments can be made, and we are not responsible for any incorrect or erroneous payments resulting from your failure to create a proper account with the payment provider. Payments will be made to you on a monthly basis..
Suspension and Termination. You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason, with or without prior notice. You are personally liable for any reservations placed or charges incurred through your account prior to termination. We may also block your access to the Service in the event that (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us. If your account is terminated, we may delete data or your Submissions or otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). As a result you may no longer be able to access any of the Service or your data or Submissions.
Optional Alternative Terms of Service Opt-In for Non-Profit Organizations. If you represent a non-profit organization you may, at your discretion, opt-in to using the service in line with the “Terms of Service for non-profit organizations” which can be tendered to you at your request by emailing admin@quicktextpay.com.
DISCLAIMERS. YOUR USE OF THE SERVICE IS AT YOUR RISK. THE CONTENT, INFORMATION, THE SAMPLE HOST TERMS AND CONDITIONS, AND ANY OTHER MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER QTP NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER QTP, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QTP OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATIONS OF LIABILITY. QTP DOES NOT ASSUME ANY RESPONSIBILITY, NOR WILL QTP BE LIABLE, FOR ANY DAMAGES TO YOUR PARKING SPOT, PROPERTY, COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF THIS SERVICE, OR YOUR DOWNLOADING OF ANY CONTENT FROM THIS SERVICE. IN NO EVENT WILL QTP, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, SUBMISSIONS, MATERIALS, INFORMATION, OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT SHALL QTP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR TO WHICH YOU SUBSCRIBE THROUGH THE SERVICE.

THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS OR THE SERVICE.

Indemnity. You will defend, indemnify, and hold QTP and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) the use of the Service or your Submission(s) or other content, message, or information you provide or transmit on or through this Service, including the Host Terms and Conditions; (b) your violation of any of these Terms; (c) your violation of any third party right, including without limitation any right of privacy, publicity rights, or intellectual property rights; (d) your violation of any law, rule, or regulation of the United States or any other country; or (e) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.
Release. In the event that you have a dispute with one or more users of the Service, you release QTP (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Force Majeure. Neither QTP nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our or your reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND QTP HAVE AGAINST EACH OTHER ARE RESOLVED. This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and QTP agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.

We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that we may have. Therefore, pursuant to these Terms, if you have any past, present, or future dispute or disagreement with us regarding (i) your use of or interaction with the Service, (ii) any purchases or other transactions or relationships with QTP or (iii) any data or information you may provide to QTP or that QTP may gather in connection with such use, interaction, or transaction (collectively, “QTP Transactions or Relationships”), you will not have the right to pursue a claim in court or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Service, or engaging in any other QTP Transactions or Relationships with us, you agree to binding arbitration as provided below.

We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using the Service, you agree that any complaint, dispute, or disagreement you may have against QTP, and any claim that QTP may have against you, arising out of, relating to, or connected in any way with these Terms, our Privacy Policy, or any QTP Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). If JAMS (or, if applicable, AAA) at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, QTP agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this Section, provided, however, that in no event may such Minimum Standards contravene or restrict the application of subpart (e) or (h) below.

You further agree that:

(a) Arbitrator Will Interpret These Terms. The Arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms and the arbitration provisions in this Section, including but not limited to any claim that all or any part of these Terms is void or voidable;

(b) Location of Arbitration. The Arbitration will be held: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and QTP; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission;

(c) Governing Law. The Arbitrator (i) will apply internal laws of the State of New York consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent that federal law prevails, will apply the law of the U.S., irrespective of any conflict of law principles; (ii) will entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with New York or federal rules of procedure, as applicable; (iii) will honor claims of privilege recognized at law; and (iv) will have authority to award any form of legal or equitable relief;

(d) No Class Relief. The Arbitration can resolve only your and QTP’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;

(e) Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;

(f) Arbitration Costs. In the event that you are able to demonstrate that the costs of Arbitration will be prohibitive as compared to the costs of litigation, QTP will pay as much of your filing and hearing fees in connection with the Arbitration as the Arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith;

(g) Reasonable Attorney’s Fees. If, through the process set forth in this Section 19, you recover an Award greater than QTP’s last written settlement offer, we will reimburse your reasonable and actual out-of-pocket attorneys’ fees associated with the Arbitration, and we will bear our own attorneys’ fees;

(h) Interpretation and Enforcement of Arbitration Clause. With the exception of the subsection entitled No Class Relief above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, “No Class Relief” is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor QTP shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction;

(i) Small Claims Matters are Excluded. No Class Relief or Joinder of Claims. Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against QTP in your local small claims court within the U.S., if your claim is within such court’s jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding; and

(k) Intellectual Property Disputes. Notwithstanding the foregoing, QTP or you may submit any dispute, cause of action, claim, or controversy relating to our or your intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and other patents) to any court of competent jurisdiction.

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
General. Any claim relating to, and the use of, this Service and the materials contained herein is governed by the laws of the State of New York. To the extent the provisions in the section titled Dispute Resolution do not apply, you consent to the exclusive jurisdiction of the state and federal courts located in New York City, New York. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms set forth the entire understanding and agreement between us with respect to the subject matter hereof. Nothing in these Terms will be construed to create a partnership, joint venture, agency, or franchise. We do not guarantee continuous, uninterrupted or secure access to the Service, and operation of the Service may be interfered with by numerous factors outside of our control. Except as set forth in the section titled Dispute Resolution above, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced. You agree that these Terms and all incorporated agreements may be automatically assigned by QTP in our sole discretion. Headings are for reference purposes and have no interpretive value. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive these Terms will survive any termination or expiration of these Terms.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE. In operating the Service, we may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed, or otherwise made available using the Service. QTP has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Service. QTP has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of QTP or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of these Terms. If you believe any material available via the Service infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the material. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is admin@quicktextpay.com.

Please provide the following notice:

Identify the copyrighted work or other intellectual property that you claim has been infringed;
Identify the material on the Service that you claim is infringing, with enough detail so that we may locate it on the Service;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
Your address, telephone number, and email address; and
Your physical or electronic signature.

We may give notice to our users of any infringement notice by means of a general notice on the Service, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

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

Additional Assistance. If you have any questions or comments, you may contact us at admin@quicktextpay.com.