Qrency Terms of Service
Last Updated: April 25, 2012
Welcome to the Qrency! Qrency delivers cloud-based mobile technologies, solutions and applications for mobile devices (the “Mobile Software”) that harness simplicity of pre-generated static QR codes as well as security of dynamic and perishable QR codes. We call the services available on Qrency.com (the “Site”), whether accessed directly, or through the Mobile Software or such third party applications, the “Service(s)”. The Qrency service is provided by Qrency, Inc., nevertheless, we will refer to our company and Services as “Qrency” for convenience.
The following Terms of Service for the Qrency is a legal contract between you, either an individual subscriber, customer, member, or user (“You”), and Qrency regarding your use of the Qrency Site and Services. Visitors and users of the Qrency are referred to individually as “User” and collectively as “Users”.
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE Qrency, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).
1. Eligibility. By clicking the “I Agree” button or by otherwise using the Qrency, You represent that you agree to the terms and you have not been previously suspended or removed from the Qrency.
3. Individual Features and Services. When using the Qrency, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms.
4. Modification of these Terms. Qrency reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Qrency after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the Qrency.
5. Software and Content Downloads. Qrency and its licensors may make certain software and other content available to You for download (for a fee or otherwise) from the Qrency. All such software or other content that You download shall be subject to the terms and conditions included with such software or content or otherwise presented to You at the time of download.
6. User Postings License Grant; Representations and Warranties.
6.1 User Postings Generally. Qrency may now or in the future permit the posting by You and other users of notes, written works, images and videos or other communications (collectively, “User Postings”) and the hosting, sharing, and/or publishing of such User Postings. You understand that whether or not such User Postings are published, Qrency does not guarantee any confidentiality with respect to any submissions.
6.2 Limited License Grant to Qrency. By submitting or distributing User Postings through the Qrency, You hereby grant to Qrency a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute and re-distribute, and otherwise exploit your User Postings, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
6.3 Limited License Grant to Other Qrency Users. By submitting or distributing User Postings through the Qrency, You hereby grant to each User of the Qrency a non-exclusive license to access and use your User Postings. The foregoing license granted by You terminates as to a specific User Posting once You remove or delete such User Posting from the Qrency provided, however, that User’s rights to such User Posting arising out of distributions occurring on or prior to deletion of such User Posting from the Qrency survive any termination or expiration of the license granted in this Section 6.3.
6.4 User Postings Representations and Warranties. You are solely responsible for your User Postings and the consequences of posting or publishing them. By uploading and publishing your User Postings, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Qrency and Qrency’s Users to use and distribute your User Postings as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by Qrency and these Terms of Service; (2) your User Postings do not and will not: (a) infringe, violate, or misappropriate 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 or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your User Postings do not contain any viruses, adware, spyware, worms, or other malicious code. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. QRENCY RESERVES ALL RIGHTS AND REMEDIES AGAINST ANY USER WHO VIOLATES THESE TERMS OF SERVICE.
6.5 User Postings Disclaimer. You understand that when using the Qrency You will be exposed to User Postings from a variety of sources, and that Qrency is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Postings. You further understand and acknowledge that You may be exposed to User Postings that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Qrency with respect thereto. Qrency does not endorse any User Postings or any opinion, recommendation or advice expressed therein, and Qrency expressly disclaims any and all liability in connection with User Postings. If notified by a User or a content owner of a User Posting that allegedly does not conform to these Terms of Service, Qrency may investigate the allegation and determine in its sole discretion whether to remove the User Posting, which it reserves the right to do at any time and without notice. For clarity, Qrency does not permit copyright infringing activities on the Qrency.
7. Digital Millennium Copyright Act. It is Qrency’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act.
7.1 If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Qrency infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Qrency are covered by a single notification, a representative list of such works at the Qrency;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Qrency to locate the material;
(d) Information reasonably sufficient to permit Qrency to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
7.2 The Qrency Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Qrency Copyright Agent, Qrency, Inc., 349 Fifth Avenue, New York, NY 10016, or by email at: firstname.lastname@example.org. For clarity, only DMCA notices should go to the Qrency Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Qrency customer service at email@example.com. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
7.3 Qrency will promptly terminate without notice any your access to the Qrency if You are determined by Qrency to be a “repeat infringer.” A repeat infringer is a User who has been notified by Qrency of infringing activity violations more than twice and/or who has had a User Posting or any other user-submitted content removed from the Qrency more than twice.
8. Prohibited Conduct.
BY USING THE QRENCY YOU AGREE NOT TO:
8.1 use the Qrency for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Qrency as such services are offered by Qrency;
8.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 12, below);
8.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Postings or other content;
8.4 post, upload, or distribute any User Postings or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
8.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Qrency accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Qrency, or perform any other similar fraudulent activity;
8.6 delete the copyright or other proprietary rights on the Qrency or User Postings;
8.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Qrency. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
8.8 use the Qrency for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
8.9 defame, harass, abuse, threaten or defraud Users of the Qrency, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the Qrency for any commercial use, it being understood that the Qrency is for personal, non-commercial use only;
8.10 use the Qrency if You are under the age of 18 years old;
8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Qrency or User Postings, features that prevent or restrict use or copying of any content accessible through the Qrency, or features that enforce limitations on the use of the Qrency or User Postings;
8.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Qrency or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.13 modify, adapt, translate or create derivative works based upon the Qrency or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
8.14 intentionally interfere with or damage operation of the Qrency or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
9. Account. When You use the Qrency to upload and/or download or purchase content or any products, services, or information from Qrency, You may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Qrency on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Qrency. You may be liable for the losses incurred by Qrency or others due to any unauthorized use of your Qrency account.
10. Third-Party Sites, Products and Services; Links. The Qrency may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Qrency does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Qrency are solely between You and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
11. Termination; Terms of Service Violations.
11.1 Qrency. You agree that Qrency, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Qrency or your use of the Qrency and remove and discard all or any part of your account, User profile, and any User Postings, at any time. Qrency may also in its sole discretion and at any time discontinue providing access to the Qrency, or any part thereof, with or without notice. You agree that any termination of your access to the Qrency or any account You may have or portion thereof may be affected without prior notice, and You agree that Qrency will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Qrency may have at law or in equity. As discussed herein, Qrency does not permit copyright infringing activities on the Qrency, and will terminate access to the Qrency, and remove all User Postings or other content submitted by any Users who are found to be repeat infringers.
11.2 You. Your only remedy with respect to any dissatisfaction with (i) the Qrency, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Qrency in operating the Qrency, or (v) any content or information transmitted through the Qrency, is to terminate this Terms of Service and your account. You may terminate this Terms of Service at any time by deleting your account with the Qrency and discontinuing use of any and all parts of the Qrency.
12. Ownership; Proprietary Rights. The Qrency is owned and operated by Qrency, Inc. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Qrency provided by Qrency (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Postings that are provided and owned by Users, all Materials contained on the Qrency are the property of Qrency or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Qrency or its affiliates and/or third-party licensors. Except as expressly authorized by Qrency, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Qrency reserves all rights not expressly granted in this Terms of Service.
13. Indemnification. You agree to indemnify, save, and hold Qrency, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Qrency, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Qrency reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Qrency, and You agree to cooperate with Qrency’s defense of these claims. Qrency will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
14. Disclaimers; No Warranties.
14.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, QRENCY, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ALL WITH REGARDS TO THE SITE AND THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QRENCY OR THROUGH THE QRENCY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14 THE TERM QRENCY INCLUDES QRENCY’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
14.2 “As is” and “As available” and “With All Faults”. YOU EXPRESSLY AGREE THAT USE OF THE QRENCY IS AT YOUR SOLE RISK. THE QRENCY AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER POSTINGS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE QRENCY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
14.3 Content. QRENCY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER POSTINGS, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE QRENCY OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
14.4 Accuracy. QRENCY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE QRENCY OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
14.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE QRENCY (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
15. Limitation of Liability and Damages.
15.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL QRENCY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE QRENCY OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH QRENCY, EVEN IF QRENCY OR AN QRENCY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, QRENCY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
15.2 Limitation of Damages. IN NO EVENT WILL QRENCY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE QRENCY OR YOUR INTERACTION WITH OTHER QRENCY USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE QRENCY DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
15.3 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN QRENCY AND RECEIVED THROUGH OR ADVERTISED ON THE QRENCY OR RECEIVED THROUGH ANY REFERENCE SITES.
15.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT QRENCY HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND QRENCY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND QRENCY. QRENCY WOULD NOT BE ABLE TO PROVIDE THE QRENCY TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
15.5 Limitations by Applicable Law. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
16.1 Notice. Qrency may provide You with notices, including those regarding changes to these Terms of Service, by email, regular mail or postings on the Qrency. Notice will be deemed given twenty-four hours after email is sent, unless Qrency is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Qrency. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Qrency is deemed given 30 days following the initial posting.
16.2 Waiver. The failure of Qrency to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Qrency.
16.3 Dispute Resolution and Arbitration.
(a) Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.
(b) Arbitration. For any claim related to these Terms of Service or the Qrency, excluding claims for injunctive or other equitable relief, where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either Qrency or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Qrency will be filed only in the state or federal courts in and for New York County, New York, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 16.3(b) regarding arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
(d) Improperly Filed Claims. All claims you bring against Qrency must be resolved in accordance with this Section 16.3. All claims filed or brought contrary to this Section 16.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 16.3, the other party may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
16.4 Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
16.5 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Qrency without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
16.6 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 6 through 16.
16.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
16.9 Claims. YOU AND QRENCY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE QRENCY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 16.10 Disclosures. The QRENCY is hosted in the United States, and the services provided hereunder are offered by Qrency, Inc.: 349 5th Avenue, New York, NY 10016.