Terms of Service

Last updated: June 5, 2020

Read these terms of service (“Terms“) carefully. By downloading, accessing, or using any Qbrio Content (defined below), software, mobile applications, tools, functions, services, or websites provided by Qbrio Studio Inc. or our affiliates (“Qbrio,” “we,” or “us“), by themselves or in combination with services, features, or functionality from third parties (all of the foregoing, collectively, meaning the “Services“), you (“Qbrio User”, “Qbrio Account”, “you”, or “your” “user”) agree to be bound by these Terms.

This is a contract between you and us. As a condition to your accessing or using the Services, you acknowledge understanding these Terms and you agree to be bound by them with any changes that we may publish from time to time. If you do not agree to all the Terms, then you may not access or use any of our Services. If you violate or breach any of these Terms, your authorization to use the Services automatically terminates. Although we are proud of our Services, they are still in development and the Services are provided “as is” and as available. You use the Services at your own risk. We are not responsible for any risk, loss, damage, or liability that you incur as a result of your use of the Services. We reserve the right to discontinue your use of or access to the Services, and remove any content, at any time, for any reason or no reason, at our sole discretion, with or without notice.

AS FURTHER DESCRIBED BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION. THESE TERMS ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, TO THE FULLEST EXTENT PERMITTED UNDER LAW.

Modification to these Terms of Services. We reserve the right to modify the Terms at any time on a going-forward basis with no prior notice to you, effective upon publishing the amended terms on our website. If we modify the Terms, we will notify you by, at a minimum, revising the “Last Updated” date shown above. As a condition to your continued use of the Services, you are responsible for regularly reviewing any modified versions of these Terms. Continued use of the Services after any modifications to the Terms constitutes your consent to be bound by the Terms, as modified. If you do not agree to be bound to terms and conditions of the modified Terms you may not use or access Services.

Service Fees. Presently we are not asking users to pay for our Services. However, we do reserve the right to charge for Services in the future. No retroactive fee will be imposed and you will receive email notice at least thirty (30) days before future fees would be required.

Be Respectful. You may not use any song title or artist name that we, in our sole discretion, determine to be objectionable in nature. Examples include but are not limited to song titles or artist names that contain obscene, indecent, intolerant, hateful or racist content. We may remove or delete such content without any prior notice to you and we may choose restore it if you make appropriate changes, in our sole discretion.

Respect Intellectual Property Rights. You may not upload, transmit, or otherwise make copies of music unless you have the rights required to legally do so. If you upload a song that you did not yourself create, you are responsible for ensuring that you have the necessary rights to upload a copy in connection with the Services. If you create your own arrangement of a song composition that is copyrighted by a third party, you must first obtain any licenses legally required to cover that song from an authorized licensor, which could be the Harry Fox Agency or an authorized publisher, as appropriate, and depending on the song.

Your Uploads, Content, and Submissions. You retain your existing ownership rights in content that you create. We do not own what you create.

We will not publish your uploads or submissions without your permission, but we do need to process them in connection with the Services.

To the limited extent required, in connection with us providing the Services to you and other Qbrio Users, you grant us a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, assignable, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, reformat, remove, analyze, create derivative works from, and incorporate your submissions and uploads, in connection with the Services; you grant us all rights necessary to publish or refrain from publishing your User Content (defined below) in connection with your uploaded content and other submissions; you acknowledge that this license cannot be terminated by you after you submit your content to us.

We may use your uploads or submissions to improve our algorithm/internal analytics.

As a condition to uploading or submitting any content or other materials through the Services, you agree that:

• you are solely responsible for the contents of your uploads, content, and submissions;
• you grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your content by any other party;
• your name and information may be made available to the public and to those you engage with through the Services;
• you represent and warrant that you own or have secured all legal rights necessary for the content submitted by you to be used by you, us, and others as described and otherwise contemplated in these Terms, and it does not infringe any copyright or other proprietary right of any other person or entity;
• you represent and warrant that each person identified or depicted in your content submission, if any, (and if a minor, then the parent or guardian of the minor) has provided consent to such identification or depiction, consistent with these Terms; and
• you have not received any form of compensation to submit content.

The copyright to all heatmap graphics produced when you use the Services or the Qbrio workspace belongs exclusively to Qbrio. The heatmap produces a JPEG for your review. We grant you a limited, revocable, non-transferrable, license to use that heatmap graphic for personal, non-commercial use only (such as your social media posts).

In the future we may create a “Top 100” or similar chart that is updated on a frequent basis, identifying artists or songs, so that members of the public are exposed to our most gifted artists. We reserve the right to do so in the future without prior notice to you.

In the future we may create a process for users to create artist profile pages. We reserve the right to do so in the future without prior notice to you.

We also reserve the right to create a song rankings service without prior notice to you that states such information as the name of your recording(s), the artist name you are using, and the score your piece was awarded.

User Content. The Services include interactive features and areas that allow you and other users to create, post, transmit, and/or store content, including but not limited to photos, audio, videos, text, graphics, art, designs, intellectual property, or other digital materials (collectively, “User Content”). You understand that when you use the Services, you may be exposed to User Content from a variety of users, and that we are not responsible for the accuracy, integrity, quality, usefulness, safety, appropriateness, or intellectual property rights in or relating to such content. We are not responsible for any errors shared or transmitted by users of the Services. We have no obligation to review or remove any content or other materials provided through the Services, except as required by law.

You understand that your User Content may be accessible by others and that you have some ability to control who can access such content by adjusting your privacy settings.

You agree that you are solely responsible for your User Content and any claims arising therefrom, and that Qbrio is not responsible or liable for any User Content or claims arising therefrom.

While we are not obligated to do so, we reserve the right, and have absolute discretion, to review, screen, and delete User Content at any time and for any reason or no reason.

You understand and agree that you will not upload any content of any nature that you do not own or control the legal rights to and that you will hold us harmless and defend us from any litigation costs, fees, reasonable attorney’s fees, and awards regarding your violation of any third party’s intellectual property rights, or the rights of privacy or publicity of any third party due to the content that you upload.

Third Party Content, Services, And Brands. You may be exposed to content from third parties in connection with the Services. We do not review, endorse, guarantee, nor do we accept any responsibility for any third party content such as third party websites linked or otherwise transmitted through the Services.

We are not responsible for the decisions you make based on content provided through the Services. Any dealings you have with third parties are at your own risk. We do not control or endorse any third party services or products. We do not guarantee the quality or reliability of any such third party, services, expertise, or products. You acknowledge and agree that you will not hold us or seek to hold us liable for or in connection with any third party dealings.

You understand that you are responsible for all third party charges you incur by using the Services, such as data charges.

Your Account and Password Restrictions. You must create an account and give us information about yourself to use some features of the Services. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately regarding any unauthorized use of your account.

Posting Qbrio user names in app store reviews is strictly prohibited and may result in us deleting your Qbrio account.

Qbrio staff will never proactively contact you to ask for any personal account information or your password. You agree that you will not share your password with others or do anything that might jeopardize the security of your account, including sharing your password with or logging in through unauthorized third-party applications or clients that attempt to access the Qbrio API.

Qbrio will bear no responsibility for any actions taken by or through third party applications or clients, such as any breach of or unauthorized use of your account information or email.

You may not impersonate someone else or a company or other entity. You may not create or use an account for anyone other than yourself or a company you have the authority or permission to speak on behalf of. You may not provide an email address other than your own. You may not create multiple accounts. If you use a pseudonym, other users may still be able to identify you if, for example, you include identifying information in your submitted content, use the same account information on other sites or services, or allow other sites or services to share information about you with us.

Confidentiality. You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Qbrio’s business, operations and properties, including user information (“Confidential Information”) disclosed to you by Qbrio for your own use or for any purpose other than as contemplated herein.

You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Qbrio in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Qbrio with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Qbrio or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Qbrio; becomes known to you, without restriction, from a source other than Qbrio without breach of this Agreement by you and otherwise not in violation of Qbrio’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, you shall provide prompt notice of such court order or requirement to Qbrio to enable Qbrio to seek a protective order or otherwise prevent or restrict such disclosure.

Qbrio Content and Limited License. Unless otherwise stated in the Terms, and except for open source, public domain, and “creative commons” components, all materials contained on or within the Services, including, but not limited to, text, graphics, images, code, data sets, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, “Qbrio Content”), as well as their selection and arrangement, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws.

Unauthorized use of Qbrio Content may violate such laws and these Terms. Except as expressly provided in these Terms, Qbrio does not grant any express or implied rights to use Qbrio Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Qbrio Content, the Services, or any related software, except as expressly stated in these Terms.

You are hereby granted a limited, nonexclusive, non-sub-licensable license to access and use the Services and Qbrio Content during your membership. We expressly reserve all other rights and grant no rights other than those explicitly stated under these Terms. This license is revocable at any time with no prior notice to you and for any reason we deem in our sole discretion to be appropriate. You agree that we do not have to reveal to you the reason(s) we have revoked your license and that we have the right to keep such information confidential.

This license is subject to these Terms and does not include:

• The distribution, public performance, or public display of Qbrio Content;
• Modifying or otherwise making any derivative uses of the Services or Qbrio Content, or any portion thereof;
• Use of any scraping, data mining, robots, or similar data gathering or extraction methods;
• Downloading (other than page caching) any portion of the Services, Qbrio Content, or any information contained therein, except as expressly permitted on the Services;
• Accessing the Qbrio API with an unauthorized or third-party client; and
• Any use of the Services or Qbrio Content other than for their intended purposes.

Any use of the Services or Qbrio Content other than as specifically authorized in these Terms, without the prior written permission of Qbrio, is strictly prohibited and will terminate the license to use Qbrio granted in these Terms.

Because public networks, such as the Internet, occasionally experience disruptions, we cannot guarantee that the Services or Qbrio Content will be available all the time.

Although we intend to provide the most reliable service possible, interruptions, delays, errors, hacks, and data loss happen, despite best intentions. We disclaim any liability for damages resulting from such problems.

Prohibited Activities. In addition to the other restrictions outlined in these Terms, you agree that you will not:

• use the Services for any purpose that is illegal, invasive, intimidating, predatory, infringing, defamatory, harassing, abusive, or fraudulent, including but not limited to misappropriation, inciting violence, encouraging illegal activity, and violating third party rights such as rights under publicity, privacy, false light, contract, fiduciary rights, and intellectual property law
• use the Services beyond the scope of their intended use, or otherwise in violation of in these Terms;
• use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• take any action which undermines the Services and its user sharing process, including bad faith submissions, fake submissions, submitting in exchange for compensation, and giving compensation in exchange for a submission;
• compromise the security of the Services;
• send any advertising, spam, solicitations, promotional materials, phishing messages, or other unsolicited bulk messages of any kind, regardless of the content or nature of the messages;
• use any artificial process (including but not limited to any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider,’ ‘web crawler,’ or other automatic device, program, algorithm or methodology, or any similar automatic or manual process), to access, retrieve, monitor, submit, transmit, or copy any content or material related to the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services and related content;
• reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services;
• use or attempt to use another user’s account without authorization;
• attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;
• attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any items or services without our express written consent to do so;
• upload, transmit, or otherwise distribute any material that is false, misleading, profane, libelous, threatening, harassing, obscene, pornographic, hateful, offensive, harmful, vulgar, distasteful, racist, homophobic, harmful, or otherwise inappropriate, as determined by us in our sole discretion;
• submit any information that may transmit viruses, Trojan horses, worms, time bombs, or any other computer programming routine that is intended to damage, interfere with, harm, defraud, intercept or expropriate us, the Services, or the Service’s users;
• impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• misrepresent the source or identity of content that you upload or submit;
• violate the publicity, privacy, or data-protection rights of others, including by submitting a picture of another individual without receiving that individual’s consent;
• infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• buy, sell, rent, lease, or otherwise offer in exchange for any compensation, access to your Qbrio account, Qbrio email, or a Qbrio artist name without Qbrio’s prior written consent;
• use the Services if you are under the age of eighteen (18), lack the power or authority to agree to the Terms, are a competitor of ours, or if we have previously refused or discontinued your access to the Services; and
• develop any third-party applications that interact with User Content or the Services without our prior written consent.

You further agree to abide by any third-party terms that apply in connection with the Services or when posting reviews of Qbrio, including the iTunes App Store Terms of Service or the Android Market Terms of Service should we make tools, services or applications available through those or similar commercial or non-commercial online businesses.

Modifications to the Services. We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice to you. You agree that we will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof and that you will hold us harmless from any related damages or losses.

Feedback. You agree that any feedback, suggestions, ideas, or other information or materials regarding Qbrio or the Services that you provide, whether by email or otherwise (“Feedback“), are non-confidential and shall become the sole intellectual property of Qbrio. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). We like hearing from users, but please do not share your ideas with us if you expect to be paid or want to continue to own or claim rights in them.

Copyright Policy and DMCA Designated Agent. Qbrio respects the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act (“DMCA“) and other applicable laws, we strive to expeditiously remove any infringing material from our site. If Qbrio becomes aware that one of its users is a repeat copyright infringer, it is our policy to take reasonable steps within our power to terminate the user’s account. All users should be aware of and comply with applicable copyright laws. If you believe that anything connected with the Services infringes any copyright that you own or control, you may file a notice of such infringement with our designated agent:

Qbrio Studio, Inc. Attn: Copyright
By Mail: 5419 Hollywood Blvd Suite C #114 Los Angeles, CA. 90027
By E-Mail: info@qbriostudio.com

To be effective, any takedown notice submitted to our Copyright Agent must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). We will not respond to incomplete or incorrectly drafted DMCA take down notices.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND THE QBRIO CONTENT ARE PROVIDED “AS IS” AND “WHERE IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE QBRIO ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR OPERATING WHEN YOU WISH TO USE THEM.
QBRIO, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES OR RELATED CONTENT, INCLUDING BUT NOT LIMITED TO ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.
THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES OR WEB SITE WILL OPERATE ERROR-FREE OR THAT THE SERVICES, WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES, THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

WAIVER AND LIMITATION OF LIABILITY – PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS OUR LIABILITY TO YOU.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, CONSULT WITH A LEGAL PROFESSIONAL BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY USING THE SERVICES AND THEREBY AGREEING TO THESE TERMS.

YOU HEREBY WAIVE THE RIGHT TO BRING OR ASSERT ANY CLAIM AGAINST US RELATING TO THE SERVICES, AND RELEASE US FROM ANY AND ALL LIABILITY FROM OR RELATING TO THE SERVICES, TO THE MAXIMUMUM EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AGENTS, OR OUR ASSIGNS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST OR DAMAGED INFORMATION OR DATA, DISCLOSURE OF INFORMATION, SUBSTITUTE GOODS, REPUTATIONAL HARM, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY REASON OR CAUSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LIABILITY TO US, OR OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR ASSIGNS, EXCEED THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO US IN CONNECTION WITH THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) FIVE U.S. DOLLARS ($5.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE ABOVE-STATE REMEDY FAILS ITS ESSENTIAL PURPOSE.

Note to International Users. The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.

Indemnification. You agree to indemnify and hold us, our agents, assigns, managers, members, shareholders, officers, employees, affiliates, licensors, and suppliers (the “Qbrio Parties“) harmless from any and all third party complaints, charges, disputes, demands, causes of action, suits, claims, damages, losses, liabilities, expenses, fees or costs, including attorney’s fees, arising from or related to: (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit in connection with us or the Services; (c) your violation or breach of these Terms (including representations and warranties); (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or propriety right; or (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities.

Dispute Resolution, Arbitration, Forum and Venue.
YOU WAIVE YOUR RIGHT TO CLASS ARBITRATION AND CLASS ACTION LITIGATION.
YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

We want you to enjoy our Services, so if you have an issue or dispute, you agree to raise it first by explaining the issue or dispute with us over email and trying to resolve it informally a least ninety (90) days before initiating legal action: info@qbriostudio.com

Any legal dispute related in any way to the Services or the rights and liabilities contemplated under these Terms shall be resolved exclusively by confidential, binding arbitration conducted on an individual, case-by-case basis in Los Angeles, California. Arbitration shall be provided by the American Arbitration Association and each party shall equally share the costs of arbitration. There shall be one arbitrator and the laws of the State of California shall apply, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction. The findings of the arbitrator shall be final and may be enforced by the state and federal courts of California. You agree to the exclusive personal jurisdiction of such courts in connection with any litigation, and hereby waive all objections to venue and any claim that the forum is inconvenient.

Waivers. Any waiver in connection with our rights under these Terms must be in a clear writing signed by our duly authorized representative. A waiver of any right, default, or provision of these Terms shall not be deemed a continuing waiver or a waiver of any other default or term.

Severability. If any provision of these Terms is deemed by an arbitrator, judge, or authority with proper jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be modified to the minimum extent legally necessary to approximate the intended effect of the provision (or severed, but only if modification is impossible). Such modification or severing shall not affect the validity and enforceability of any remaining provisions.

Legal Relationship. You and Qbrio have a customer-service provider relationship only, subject to the Terms. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Agreement.

Survival. All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provisions about ownership, warranty disclaimers, indemnity, and limitations of liability.

Complete Agreement. These Terms supersede all prior or contemporaneous understandings, statements, or agreements regarding the subject matter and the Services, and represent the complete agreement between you and Qbrio. These Terms do no create or confer any third-party beneficiary rights. Additional agreements, terms and conditions may exist between you and third parties. You represent and warrant that those third party agreements do not interfere with your obligations and duties to us under the Terms.