These Quiktract Services Terms and Conditions (“Terms”) govern access to and use of the Quiktract (“Quiktract,” “we” or “us”) App and integrated services (collectively, the “App”) by App users (“App User”) whom create an account (“Account”) and/or purchase, a subscription or utilize on a trial, discounted or free basis, any service that may be made available via the App from time to time (“Quiktract Service”) (collectively, “Customers”). By using the App or any Quiktract Services, you as an App User or Customer accept these Terms. Customers and App Users may be referred to in these Terms as “you” and “your” as applicable. For the avoidance of doubt, all references to the “App” or “Services” in these Terms also includes all Quiktract Services.

BY ACCESSING, USING, OR SUBSCRIBING TO SERVICES FROM THE APP, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE APP IMMEDIATELY.

UPDATES AND COMMUNICATIONS.

We may revise these Terms or any additional terms and conditions which are relevant to a particular Quiktract Service from time-to-time to reflect changes in the law or to the Quiktract Services. We will post the revised terms within the App with a “last updated” date. PLEASE REVIEW THE APP ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE QUIKTRACT SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

You agree to receive electronically all communications, agreements and notices that we provide in connection with any Quiktract Service (“Communications”), including by e-mail, text, in-app notifications or by posting them within the App or through any Quiktract Service. You agree that all Communications that we provide to you electronically satisfies any legal requirement that such Communications be in writing and you agree to keep your Account contact information current.

USAGE AND ACCESS RIGHTS

Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) your primary residence is located within the United States and that you will only utilize the App for transactions to be completed within the United States. You acknowledge that you are not permitted to use the App if you cannot make these representations. If Quiktract has previously prohibited you from accessing the App or using the Quiktract Services, you are not permitted to access the App or use the Quiktract Services.

Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the App as expressly permitted in these Terms and any applicable trial period or subscription plan that enables the use of the Quiktract Service (“Subscription Plan”) when applicable. You shall not use or permit use of the App for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor to Quiktract, you may not access or use the Quiktract Services without Quiktract’s explicit, advance, written consent, and then only for the purposes authorized in writing. Each Subscription Plan includes restrictions and requirements that outline the features that you will be able to access. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the App, as well as potential liability for copyright infringement or other claims depending on the circumstances.

APP OWNERSHIP

Intellectual Property. The App contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

The App is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained within the App. You acknowledge that the App contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Quiktract and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Quiktract and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, or derivative works thereto, and any knowledge or processed related thereto, including rights in and to all applications and registrations relating to the App shall, as between you and Quiktract, at all times be and remain the sole and exclusive property of Quiktract.

The trademarks, logos, taglines and service marks displayed within the App (collectively, the “Trademarks”) are registered and unregistered Trademarks of Quiktract Inc. and others. The Trademarks may not generally be used in any advertising or publicity without Quiktract's prior express written permission. Any rights not expressly granted in these Terms are reserved by Quiktract, Inc. Other than as provided in these Terms, your use of the Trademarks, or any other Quiktract content, is strictly prohibited.

RESTRICTIONS ON USE OF THE APP

• By using the App, including any Quiktract Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
• Is illegal, or violates any federal, state, or local law or regulation;
• Advocates illegal activity or discusses illegal activities with the intent to commit them;
• Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
• Interferes with any other party’s use of the Services;
• Attempts to impersonate another person or entity;
• Falsely states, misrepresents, or conceals your affiliation with another person or entity;
• Accesses or uses the account of another user without permission;
• Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the App, or the servers or networks connected to the App, or any of the Quiktract Services;
• “Hacks” or accesses without permission confidential records, those of another user, or those of anyone else;
• Improperly solicits personal or sensitive information from other users;
• Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the App;
• Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the App;
• You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the App for violations of these Terms. However, we have the right to do so for the purpose of ensuring your compliance with these Terms and to comply with applicable law or the order of a court, consent decree, administrative agency or other governmental body.

PRIVACY

Quiktract Privacy Policy. You acknowledge that except as described in these Terms, the information you provide to us or that we collect will be used and protected as described in the Quiktract Privacy Policy. Please read the Privacy Policy carefully.

TERMS SPECIFIC TO QUIKTRACT SERVICES

Right to Use Quiktract Services.

Subject to these Terms, Quiktract will provide the Quiktract Services to you in accordance with your Trial, Free, Promotional or Subscription Plan, and Quiktract grants to you a limited non-exclusive, non-transferrable right and license during the Term to use the Quiktract Services.  You may terminate or modify your Plan at any time.

Payment Terms.

Plans. The prices, features, and options of the Quiktract Services depend on the Plan selected and any in-app purchases made by you. Quiktract does not represent or warrant that a particular Plan or in-app purchase options will be offered indefinitely and reserves the right to change the prices for, or alter the features and options in a particular Subscription, Trial. Promotional or Free plan, or in-app purchase, with at least 30 days’ notice to you. An update to these Terms and Conditions shall also be posted to the App simultaneously.

As of the effective date of these Terms, Quiktract Plans and in-app purchase features and pricing are as follows:

Plan Payments. Payment for billable Plans will be charged to your iTunes or Google Play Account at confirmation of purchase. Furthermore, billable Plans will automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period. Your account will be charged for a billable Plan renewal within 24 hours prior to the end of its current Plan subscription period. Plan subscriptions may be managed by you and auto-renewal may be turned off by going into your iTunes or Google Play account and modifying the subscription settings after purchase to cancel the billable Plan at any time. Any unused portion of a free trial or other discounted Plans, if offered to you, will be forfeited when you purchase a Subscription. Any payment processing fees associated with Quiktract Pay, if any are due at the time of bank transfer, and you have accepted those charges, shall be paid by you in accordance with your current billable Subscription Plan via Quiktract Pay.

DATA & SECURITY

Data Generally. You shall be responsible for data that you provide, share with others or use within the Quiktract Services. You are solely responsible for determining the suitability of the Quiktract Services for your individual needs and complying with any regulations, laws or conventions applicable to the data you provide, and your use of the Quiktract Service and App.

Password security. You are responsible for keeping your Account login information, and password secure. If you share your Account credentials with another person, you are responsible for all activity that person conducts using your Account, regardless of whether or not you authorized the activity. Quiktract will never ask you for your Account credentials.

QUIKTRACT AGREEMENT

Agreements. Quiktract’s provision of the Quiktract Agreement portion of the Services and App is conditioned on your acknowledgement of and agreement to the following:

Quiktract Agreement facilitates the creation and execution of agreements between parties to a transaction. Nothing in this provisioning of Services may be construed to make Quiktract a party to any agreement processed through the App, and Quiktract makes no representation or warranty regarding the transactions or agreements sought to be effected by any agreement negotiated by you and another party, or any resulting document;

You have exclusive control over and responsibility for the content, structure, terms and all details associated with any agreement created or signed. You acknowledge that templates selected by you, and data input, in conjunction with additional transaction data supplied, including messaging information, will be compiled to finalize all agreements and documents to which you are a party. The Quiktract Services and Quiktract Agreement acts simply as a software platform and Quiktract shall bear no responsibility for the data input or the resulting Agreement created.   

Certain types of Agreements may be created, negotiated, accepted and signed by you and another user using the Services, including Quiktract Agreement features. Quiktract is not responsible for determining whether any particular agreement, agreement template or language is applicable to your situation, nor whether any agreement meets the legal requirements unique to your situation.

Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Quiktract does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; or (v) otherwise to comply with any such special requirements; and

You agree to determine and to comply with all requirements imposed by law on such Agreements and eDocuments or their formation.

You agree that all Agreements created or signed where the other party is a designated Quiktract Test account, including but not limited to all accounts or users/parties using the marketing@quiktract.com email address, or a user name that includes the words Test and Quiktract in the user contact profile, shall be non-binding, not legally enforceable and void. Test Quiktract Agreements conducted with said accounts and test users are simply for testing purposes and shall have no legal validity.

QUIKTRACT PAY

Quiktract provides a software platform to send and receive payments. The Quiktract Pay software platform gives you the ability to send and receive electronic payments to other Quiktract users. All funds transfer services are provided by Dwolla (Partner) and facilitated via their platform. Quiktract Pay does not receive, hold or transmit funds. Quiktract provides the software platform that allows you to send funds transfer instructions to our Partner.

In order to use the payment functionality of the Quiktract Pay application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Dwolla Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service and Dwolla Privacy Policy. You authorize Quiktract to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Quiktract application, and Dwolla account notifications will be sent by Quiktract not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at www.quiktract.com, :Support@quiktract.comand/or 855-784-5872.

Quiktract Accounts. Quiktract offers only Personal Accounts (“Account)” to registered users.

Your privacy. Your privacy is very important to Quiktract and our Partner. When you register for an Account, you confirm that you have read and accepted the Quiktract Privacy Policy and Dwolla Privacy Policy.

Accuracy of information. When you register for a Quiktract Pay Account, you may be required to provide information that will allow us to verify your identity, including but not limited to: a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies), phone number, bank or credit union account information, a copy of your photo identification, and your tax identification or social security number. You agree to provide true and accurate information to Quiktract when you create your Quiktract Pay Account. You also agree to update this information to keep it true and accurate at all times.

Authentication. You may be required to provide additional information or documentation to allow Quiktract to verify your identity and/or your bank account information. Quiktract may verify your information against third party databases or other sources and you authorize Quiktract to make such inquiries.

Authorization to debit your linked bank or credit union account. If you link a bank or credit union account to your Quiktract Pay Account, the bank or credit union must be a state or federally-chartered institution in the United States. When you make a payment that is funded by your bank or credit union account, you are authorizing Quiktract and our Partner to initiate an electronic transfer from your linked bank or credit union account in the amount you specify. You are solely responsible for complying with any terms set by your bank or credit union with respect to your bank or credit union account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you are entitled to a Reversal, refund, or other adjustment associated with a payment you made using the Quiktract Pay, you also authorize Quiktract and our Partner to credit your linked bank or credit union account to complete that transaction.

Automated Clearing House clearing times. If you link a bank or credit union account to your Quiktract Pay Account and send or request a payment using your linked bank or credit union account, the payment will be send via Automated Clearing House. If you do so, you acknowledge that normal Automated Clearing House clearing times will apply. This means that the funds should generally be available to you or your recipient within 4 business days.

USA PATRIOT Act Notice. Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open a Quiktract Pay Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.

Fees

Quiktract Pay Fees. In accordance with your selected Plan, you may be subject to a transaction charge associated with your initiating a payment via Quiktract Pay. Some Plans include transactions with no applicable Fee and it is important for you to review your Plan. In the event that a Fee is due in conjunction with initiating a payment, you will be notified within the App upon initiation of your transfer. You acknowledge if you proceed with a transaction that requires a Fee that Quiktract reserves the right to debit your associated Account for said fee.

Reversal Fee. If a payment that you received is subject to a Reversal you may be charged a fee of $15.00 (“Reversal Fee”).

Transaction limits.

Account limits. You are limited on the amount of money that can be sent from your Account per transaction. The per transaction limit varies based on your Account type. Personal Accounts are limited to sending $5,000.00 per transaction. We reserve the right to decrease your sending limit at any time, for any reason.

Funding source limitations.

Transaction reversal.

Reversals. Any payment that you receive may be reversed if: (a) the sender requests a reversal of the payment, (b) the sender’s bank or credit union requests a reversal of the payment, or (c) Quiktract decides a Dispute against you (each a “Reversal”). You are liable to our Financial Institution Partners for the full amount of any payment that you receive that is subject to a Reversal and the Reversal Fee, if applied.

Authorization to recover amounts due. You authorize Quiktract to recover any Reversal amounts due to our Financial Institution Partners by debiting your lined bank of credit union  account, suspend your Account and require immediate payment if insufficient funds exist, or engage in collection efforts.

DATA AND DOCUMENT STORAGE

Storage. During the Term, Quiktract shall store and make accessible account data, agreement data, Quiktract Pay data, and associated eDocuments and all other relevant and associated information per the Terms of your Subscription Plan.

Deletion. Quiktract may delete an Account and your data, including without limitation documents upon the deletion of your Account, or after 180 days of inactivity should you not maintain a paid Subscription plan during that period of time.   Quiktract reserves the right to retain non-client specific transactional and statistical data for as long as it has a business purpose to do so.

CUSTOMER WARRANTIES

Customer Warranties.

You hereby represent and warrant to Quiktract that: (a) you have all requisite rights and authority to use the Quiktract Services under these Terms and to grant all applicable rights herein; (b) you are responsible for all use of the Quiktract Services associated with its Account; (c) you are solely responsible for maintaining the confidentiality of your Account; (d) it agrees to immediately notify Quiktract of any unauthorized use of Customer’s Account of which it becomes aware; (e) it agrees that Quiktract will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the Quiktract Services for lawful purposes only and subject to these Terms; (g) any information it submits to Quiktract is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the System or the Quiktract Services, other accounts, computer systems, or networks under the control or responsibility of Quiktract through hacking, cracking, password mining, or any other unauthorized means.

TERM AND TERMINATION

Termination – App Users.  You may terminate your use of the App at any time by ceasing further use of the App and following the Subscription Plan cancellation steps outlined in Payments and Cancellation. Quiktract may terminate your use of the App and deny you access to the App in our sole discretion for any reason or no reason, including for violation of these Terms.

Term and Termination – Quiktract.

Suspension of Access to Quiktract Services. Quiktract may suspend any use of the Quiktract Services or terminate your account if Quiktract reasonably and in good faith believes you have violated these Terms. Quiktract will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless Quiktract reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Quiktract Services or a third party. Under circumstances where notice is delayed, Quiktract will provide the notice if and when the related restrictions in the previous sentence no longer apply.

Term. The period of effectiveness of these Terms (“Term”), with respect to Quiktract Services, begins on the date the Customer accepts it and continues until the Customer’s Subscription Plan expires or its use of the Quiktract Services ceases, whichever is the latter.

Subscription Term and Automatic Renewals. Quiktract’s Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”) (a) you turn off auto-renewal by going into your iTunes or Google Play account and modifying the Subscription settings to turn off auto-renewal  (b) you terminate your Account; (c) Quiktract declines to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein.

Termination by Customer. You may terminate your Account at any time.

Default; Termination by Quiktract. You will be in default of these Terms if: (a) you breach any provision of these Terms or violate any published policy applicable to the Quiktract Services; (b) if, in our sole discretion, we believe that continued use of the Quiktract Services by you creates legal risk for Quiktract or presents a threat to the security of the Quiktract Services or other Quiktract customers.  If you are in default, we may, without notice: (i) suspend your Account and use of the Quiktract Services; (ii) terminate your Account; and (iii) pursue any other remedy available to us.

WARRANTIES AND DISCLAIMERS

No Endorsement of Services or Products. Quiktract does not provide any endorsements or guarantees as to the accuracy of information presented, capabilities or services provided by any third-party advertiser or service provider listed or made accessible via the app.

THE QUIKTRACT SERVICES AND APP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE QUIKTRACT SERVICES AND APP SHALL BE AT YOUR SOLE RISK.  QUIKTRACT AND ITS RESPECTIVE OFFICERS, DIRECTORS,  EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“QUIKTRACT PARTIES”): (a) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE QUIKTRACT SERVICES, DOCUMENTATION, OR APP ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE.  YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE QUIKTRACT SERVICES, DOCUMENTATION, OR APP.

THE QUIKTRACT PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT QUIKTRACT SERVICES, DOCUMENTATION, AND APP HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE QUIKTRACT SERVICES, DOCUMENTATION, AND APP CONTENT, INCLUDING THE ENFORCEABILITY OF PROVISIONSIONS WITHIN A QUIKTRACT AGREEMENT IN A COURT OF LAW, AND ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF QUIKTRACT SERVICES AND APP; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE APP; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA QUIKTRACT SERVICES, AND APP. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF QUIKTRACT TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY, AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

THE QUIKTRACT PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP, AND THE QUIKTRACT PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APP.

INDEMNIFICATION OBLIGATIONS

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the App; (b) violation of these Terms by you or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the Quiktract Services; or (e)  any products or services purchased or obtained by you in connection with the App.

Quiktract retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

LIMITATIONS OF LIABILITY

Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, QUIKTRACT WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE QUIKTRACT PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE APP OR QUIKTRACT SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP, DOCUMENTATION, OR QUIKTRACT SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP OR QUIKTRACT SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE APP, DOCUMENTATION, OR QUIKTRACT SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP, DOCUMENTATION, OR QUIKTRACT SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE QUIKTRACT PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE APP (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO QUIKTRACT FOR THE QUIKTRACT SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.

Jurisdictional Limitations.

Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

GENERAL

Relationship. At all times, you and Quiktract are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Quiktract or is otherwise authorized to bind or commit Quiktract in any way without Quiktract’s prior written authorization.

Assignability. You may not assign your rights or obligations under these Terms without Quiktract’s prior written consent.

Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Quiktract Services will be effective only if it is in writing and sent using: (a) email, in the case of Quiktract to legal@quiktract.com , or (b) by certified or registered mail to PO Box 981, Springboro, OH 45066.

Force Majeure. Except for any payment obligations, neither you nor Quiktract will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

Mandatory Arbitration, Waiver of Class Actions Applicable to Customers.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.

Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at legal@Quiktract.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and Quiktract agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Quiktract, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (20) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties' relationship with each other, and/or your use of Quiktract shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

No Jury Trial. The parties understand that, absent this mandatory arbitration section, 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 the right to discovery may be more limited in arbitration than in court.

Venue. Arbitration shall be initiated and take place in in Cincinnati, Ohio, United States, and you and Quiktract agree to submit to the personal jurisdiction of any federal or state court in, Cincinnati, Ohio in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the App.

Entire Terms. These Terms are the final, complete, and exclusive expression of the agreement between you and Quiktract regarding the Quiktract Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Ohio, U.S.A., without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and Quiktract agree that Quiktract is the proponent of these Terms. Notwithstanding Customer’s and Quiktract’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in Cincinnati, OH, as necessary to protect the party's rights or property pending the completion of arbitration. Customer and Quiktract submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Cincinnati, OH, U.S.A.

Waiver. The waiver by either you or Quiktract of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

How to Contact Us.  If you have any questions about the App or Terms, pricing, complaints, or other inquiries, please contact Quiktract at PO Box 981, Springboro, OH, 45066, United States, by email at support@quiktract.com, or by calling from the U.S. 1-855-784-5872.