QP

Terms of Service

QUANTUM PIGEON TECHNOLOGIES INC. TERMS OF SERVICE

These Terms of Service (the “ Terms”) apply to your access to and use of our content distribution and messaging services including “QP Messenger” and “QP Network”, each provided via our website at qp.me (the “ Website”) and through our mobile applications available for download on the Apple App Store and Google Play Store and all other websites, software, and services related thereto (collectively, the “ Service”), owned and operated by Quantum Pigeon Technologies Inc. (the “ Quantum Pigeon”, “ we”, “ us”, “ our”). We are located at 223-1118 Homer Street, Vancouver, B.C. V6B 2L5. By accessing and using the Service, you accept and agree to be bound by these Terms, and all applicable laws and regulations.

PLEASE READ THESE SERVICE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Service is subject to these Terms, as well as the Affiliate Agreement and any other agreements entered into between you and Quantum Pigeon, as applicable. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Service.

Updates to Terms

Where permitted by applicable law, we reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective. We will ensure that the latest, fully-amended version of these Terms are published on the Service. You are responsible for regularly reviewing the Service to obtain timely notice of such amendments. Where applicable law requires that notice of any such revisions be provided to you, such notice will be provided in accordance with the law. If any amendment is unacceptable to you, you may terminate your agreement to these Terms as set out above. If you continue to use the Service after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Service. Users in Quebec, Canada: Quantum Pigeon will send you an email notice of any modification to these Terms at least 30 days before the modification becomes effective setting out exclusively the new or modified clause and the clause as it read formerly, as well as the effective date of the new or modified clause. You will have the opportunity to refuse the change or cancel the contract without cost, penalty or cancellation indemnity by sending Quantum Pigeon a notice to that effect no later than 30 days after the effective date of the modification.

User Categories

The Service may be used in different ways by different categories of users. Through your use of the Service, you will be categorized as one or more of the following:

  1. “ Content Creator” – if you use the Service to distribute content to Subscribers;
  2. “ Subscriber” – if you view any content and optionally provide any review, comment or other feedback through any Content Creator channel;
  3. “ QP Messenger User” – if you interact only with the free QP Messenger Service to communicate with others using the Service;
  4. “ Visitor” – if you simply access the Service, but do not use any of its features;

(collectively, the “Users”, or each a “User”).

Specific Terms for Content Creators

Content Creators distribute their content and interact with Users via channels on the QP Network. Such content includes text, graphics, messages, photographs, audio, and video. These specific terms do not apply to free channels. The following terms apply to Content Creators who create paid channels:

  1. Content Creators who create paid channels decide upon and post their subscription fee for each channel they create, and Subscribers subscribe to channels of their choosing. The channel can also include, at the Content Creator’s discretion, messaging directly to the Content Creator. The currency of the subscription fee is in US dollars ($USD).
  2. Subscriptions may be charged on an annual or monthly basis and set during channel creation.
  3. Quantum Pigeon’s third-party payment provider, Stripe, processes receipt of payment from Subscribers and payout of proceeds to Content Creators. Content Creators are required to supply “Know Your Client” (KYC) information to Stripe.
  4. The amount of revenue generated from a Content Creator’s channel(s) is that Content Creator’s “ Gross Revenue”. Your payout is calculated on Net Revenue. “ Net Revenue” means all Gross Revenue less any applicable transaction fees, foreign exchange fees, or payment processing fees charged by our third-party payment providers, less any applicable refunds issued by Quantum Pigeon, and less any applicable sales or value added taxes that we are required to collect and remit by law. Currently, Content Creators will receive 90% of Net Revenue and Quantum Pigeon will receive 10% of Net Revenue. Quantum Pigeon reserves the right to adjust the share of Net Revenue received by the Content Creator from time to time, in Quantum Pigeon’s sole discretion.
  5. We will provide Content Creators with revenue reports which will detail how we calculate Net Revenue including: the amount of Gross Revenue generated from each channel, the number of Subscribers per channel, and all applicable refunds and processing fees.
  6. Content Creators’ payout of their share of Net Revenue are transferred from Quantum Pigeon to Content Creators on a monthly basis. Content Creators are only eligible for a payout once their portion of the accrued Net Revenue balance reaches the equivalent of USD$100.00. If you do not earn over USD$100 in a given calendar month, we will roll over the balance to the next month until this minimum threshold is met. For example, if you make $15 in October and $90 in November, your October balance would be rolled over into November and you would receive payout for both months in December.
  7. The Content Creator is responsible for remitting required income taxes to the appropriate authorities. We will also need the Content Creators tax details so that we can generate the appropriate jurisdictional tax report for submission by the Content Creator. In order to receive any Net Revenue, Content Creators must provide such details to us.
  8. Content Creators may delete content or channels at any time, however, if a Content Creator deletes content or channels, we may refund Subscribers as we deem appropriate, in our sole discretion.
  9. Credit card disputes initiated by a Subscriber may require a Content Creator to provide supporting information to resolve the dispute. In the event of any such disputes, we reserve the right to issue refunds in accordance with Point #8
  10. Sometimes activities like refunds can put your account balance into the negative. If your balance becomes negative then we reserve the right to recover those funds from future payments. We reserve the right to approve any and all refunds.
  11. Donations made to a Content Creator do not incur any Quantum Pigeon fees, however, the amount of the donation received by the Content Creator will be the amount of the donation remaining after deducting any applicable transaction fees, foreign exchange fees, or payment processing fees charged by our third-party payment providers; any applicable refunds issued by Quantum Pigeon; and any applicable sales or value added taxes that we are required to collect and remit by law. All donations received are subject to Quantum Pigeon’s tax withholding obligations as described in Point #7

Specific Terms for Subscribers

Content Creators distribute their content and engage with Users via channels on the QP Network. These specific terms do not apply to free channels. The following terms apply to Subscribers who subscribe to paid channels:

  1. Content Creators post a subscription fee for each paid channel they create, and Subscribers subscribe to channels of their choosing. Content Creators may choose whether the term of their subscriptions are monthly or annual. All subscriptions will be billed on a corresponding basis. For example, if you sign up for a monthly subscription, you will be billed on a monthly basis. As part of a Content Creator’s subscription, they may offer direct messaging between themselves and their Subscribers. The currency of the subscription fee is in US dollars ($USD).
  2. Quantum Pigeon’s third-party payment provider, Stripe, processes receipt of payment from Subscribers and payout of proceeds to Content Creators. Subscribers are required to provide credit card information to Stripe in order to pay for a subscription. The Subscriber must provide payment for a subscription before access to a channel is provided.
  3. You may cancel any subscription at any time. Subscribers in Quebec, Canada: Quebec’s Consumer Protection Act (CQLR c P-40.1) provides specific requirements with respect to cancellation of your membership. Please consult Schedule A hereto, which sets out your cancellation rights and the process that you must follow to cancel your subscription.
  4. Except to the extent required by applicable law, all subscription fees are non-refundable. We will not provide refunds or credits for any partial subscription periods or unwatched programming. If you cancel your subscription, you will not be refunded or credited any portion of your last paid subscription fee, however, you will be able to access any content to the end of your current subscription period.
  5. In the event your payment is declined for any reason, you will immediately lose access to any content or messaging privileges related to that payment.

License to Use

Subject to these Terms, we grant you, the User, permission to access the Service as a personal, non-exclusive, non-transferable, limited license to use the Service for the purposes of publishing content, accessing others’ content, interacting with content providers and viewers, and sending personal electronic messages (the “ Purpose”), provided that with respect to any materials obtained from the Service, you may not:

  1. modify, copy, reproduce or create derivative works of such materials, except as explicitly provided;
  2. use the materials for any commercial purpose and for any purpose other than the Purpose;
  3. distribute or transmit the materials;
  4. publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);
  5. create derivative works from, transfer, or sell any materials;
  6. attempt to decompile or reverse engineer any software or database contained in or accessed through the Service; or
  7. remove any copyright or other proprietary notations;

without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.

Privacy Policy

You acknowledge that you have read the terms of the Privacy Policy located on the Service (the “ Privacy Policy”) at qp.me, and hereby consent to the collection, use and disclosure by us and our agents/mandataries of your personal information in accordance with the Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.

Your Account

You are not required to create a user account or provide any personal information in order to visit the Website, but in order to use certain features of the Service, you must register for an account. In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service (“ Registration Data”); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. Upon providing Registration Data to us through the Service, you will be given access to a user account (your “ Account”). You hereby agree to be fully responsible for (w) all use of your Account, (x) any action that takes place using your Account by any person or automated process, (y) maintaining the confidentiality and security of the password to your Account, and (z) immediately notifying us upon any unauthorized use of your password or your Account. For greater clarity, Visitors are not required to create an account.

You must not register for an Account on behalf of any individual other than yourself or register for an Account on behalf of any group or non-individual entity unless you are duly authorized to do so by such group or entity. You must not register an Account with a username that infringes any third-party intellectual property rights or that we deem, in our sole discretion, is offensive or otherwise in violation of these Terms including without limitation, a user name which violates the Prohibited Uses defined below.

We reserve the right to correct or modify your Account, in our sole discretion, at any time to ensure compliance with these Terms.

Eligibility

QP Messenger

QP Messenger is intended solely for users who are 13 years of age or older, and any registration, use or access to QP Messenger by anyone under 13 years of age is unauthorized, unlicensed, and in violation of these Terms. We may terminate your Account and prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in our sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 13 years of age.

QP Network

QP Network is intended solely for users who are 13 years of age or older, except for Content Creators who must be 18 years of age or older to post content to QP Network, and any registration, use or access to QP Network by anyone who does not meet these minimum age requirements is unauthorized, unlicensed, and in violation of these Terms. We may terminate your Account and prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in our sole discretion, with or without notice, including without limitation if we have any reason to believe that you do not meet these minimum age requirements.

M inors

By using the Service, you represent, acknowledge and agree that, if you are under 18 years of age but are at least 13 years old (a “ Minor”), you are using the Service with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Service and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind your Minor to these Terms and to fully indemnify and hold harmless Quantum Pigeon if your Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Service at any time in any manner.

WAIVER AND ASSUMPTION OF RISK

Users in Quebec, Canada: Quebec’s Consumer Protection Act (CQLR c P-40.1) provides you with certain rights, including warranties as to acceptable quality, safety, durability, accurate description and against hidden defects. Nothing in this provision is intended to limit or replace any of your rights under the Consumer Protection Act (CQLR c P-40.1), and to the extent that it is prohibited by law, the exclusion hereunder does not apply to Quebec residents. In all other jurisdictions, and to the extent permitted by applicable law in Quebec, BY ACCEPTING THESE TERMS YOU freely accept and voluntarily agree to assume all risks of personal injury, death and property damage or loss connected with your use of the Service AND ANY CONTENT ON THE SERVICE howsoever arising, TO THE EXTENT PERMITTED BY APPLICABLE LAW, including: (a) conditions on or about the lands and premises, the operation or specifications of the equipment, transportation and any other operations associated with your use of the Service, (b) actions, omissions or negligence (including failure to use reasonably prudent and careful care, and failure to protect you from risks, dangers and hazards inherent in the use of the Service) of QUANTUM PIGEON and our subsidiaries, affiliates, directors, officers, contractors, employees, agents/MANDATARIES, insurers and other representatives (“QP Personnel”), the owners and lessors of the lands/premises where the Service is being used, all of their respective affiliates, successors and assigns (together with QP Personnel, the “Releasees”), and (c) any breach of contract, breach of statutory duty or other breach of duty of care, including any duty of care imposed by law, by equity, on the part of all or any of the Releasees.

USERS IN QUEBEC, CANADA: Nothing in this Provision SHALL LIMIT QUANTUM PIGEON OR THE RELEASEES’ liability with respect to the consequences of their own acts or the acts of their representatives, which is prohibited under Quebec’s Consumer Protection Act (CQLR c P-40.1). IN ALL OTHER JURISDICTIONS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN QUEBEC, YOU hereby waive, release and forever discharge the Releasees from and against any and all manner of liabilities, claims, demands, suits, damages (including direct, indirect, special, punitive, incidental and consequential damages), losses, interest, costs, expenses, debts, actions and causes of action of any kind, character or nature whatsoever, known or unknown, fixed or contingent, including those of loss, damage, injury or death howsoever arising, including as described in THE paragraph DIRECTLY ABOVE (“Claims”) that YOU have, may have, or have ever had resulting from or connected in any way with YOUR USE OF THE SERVICE OR ANY CONTENT ON THE SERVICE, including, but not limited to, anything arising after the date of YOUR AGREEMENT TO THESE TERMS.

Proprietary Rights

In these Terms, “ Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

Our Content – Except where expressly stated otherwise, all right, title and interest in and to the Service and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Service (collectively, “ Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Service or these Terms grants you any right, title, or interest in or to Our Content except the limited right to use the Service as set out herein.

User Content – All Content that Users upload to the Service (collectively, “ User Content”) remains fully vested in each User or their licensors. By accessing the Service and providing us with User Content, you are deemed to grant us a non-exclusive, perpetual, irrevocable, transferable, sublicenseable (including, without limitation, through multiple tiers of sublicensing), royalty free, fully paid up, and worldwide license to use, distribute, reproduce, reformat, modify, adapt, delete, publish, translate, copy, edit, perform, display and create derivative works from such User Content for the purposes of operating, marketing and improving the Service or any other Quantum Pigeon products or services.

Content Creator Likeness and Marketing ­– By creating a channel and uploading User Content, Content Creators are deemed to grant us a non-exclusive, perpetual, irrevocable, transferable, sublicenseable (including, without limitation, through multiple tiers of sublicensing), royalty free, fully paid up, and worldwide license to use, distribute, reproduce, publish, translate, copy, edit, display and create derivative works from the Content Creator’s name, image, likeness, appearance, and voice as they appear in their User Content for the purposes of operating, marketing, promoting, and improving the Service or any other Quantum Pigeon products or services.

Third Party Content – Content accessed or available through the Service or the Internet may be owned by parties other than you or us (collectively, “ Third Party Content”) and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Service or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Service as set out herein.

Responsibility for Content – You represent, warrant, and covenant that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any User Content and any other content, information or material received, transmitted or sent by you using the Service. To the extent required by applicable law, Content Creators must register, maintain, and comply with any licences, registrations, work permits, visas, and all other approvals required in connection with their use of the Service, their User Content, and any services they may provide through our Service (each a “ Registration”). Content Creators will, at our request, deliver to us, as soon as possible, proof of any applicable Registrations in good standing.

THE OPINIONS EXPRESSED IN ANY CONTENT OR MESSAGES ARE SOLELY THOSE OF THE CONTENT CREATOR. THEY DO NOT PURPORT TO REFLECT THE OPINIONS OR VIEWS OF QUANTUM PIGEON.

Objectionable Content – You will not, and we strictly prohibit, the uploading and display of any Content portraying explicit nudity, adult content, or that is unacceptable for viewing by minors or objectionable, in our sole discretion. For example, but without limitation, prohibited Content would include material that promotes hatred or violence, or material that would be unacceptable in a public museum where minors visit, or User Content that would only be appropriate for adult sites, adult magazines, or R-rated movies. You acknowledge and agree that the sole discretion of whether Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any Content we deem to violate these Terms, or (b) to cancel the Account and terminate or restrict access to any corresponding Service from which such User Content was made available on the Service without providing you with advance warning.

Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Service, including Content, may involve transmission over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Service and our products given by you to us, and all the anonymous Usage Data (as such term is defined in our Privacy Policy) (collectively, the “ Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign all right, title and interest in and to such Feedback to us.

Compliance and Complaints – We do not have any obligation to censor or review any Third-Party Content or to monitor use of the Service. However, you agree that we may, without notice or liability, disclose to third parties any of your information, monitor use of the Service and monitor, review and retain any Content if we believe in good faith that such activity is reasonably necessary to provide the Service to customers, ensure adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Service by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Service, including your Account.

Messaging is Encrypted – All messaging between Users is encrypted and private, and is unable to be decrypted or otherwise accessed by Quantum Pigeon. As such, Quantum Pigeon cannot and does not review the content of any such messages.

Proprietary Notices

The Service and all of Our Content is owned and copyrighted by Quantum Pigeon or its licensors, and is licensed to you in accordance with these Terms only.

The trademarks, logos, and service marks displayed on or through the Service are the property (whether registered or unregistered) of Quantum Pigeon, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior written consent. Except as expressly indicated on the Service, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

Infringer and Repeat Infringer Policy – We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property rights. We may also, at our sole discretion, limit access to the Service or terminate the Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Service in these Terms, we may require you to agree to specific terms for particular services, products or areas of the Service from time to time by confirming your agreement. Any such additional terms which you agree to will be deemed incorporated into these Terms.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Terms, you must ensure that:

  1. you only use the Service for lawful purposes and only for the Purpose; and
  2. if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Terms, you agree that you will not, in connection with the Service, directly or indirectly do or permit any of the following:

  1. alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Our Content or any Third Party Content;
  2. except to the extent required to be permitted by the law of your jurisdiction, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service, Our Content or any Third Party Content, or any part thereof;
  3. make the Service or Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way except in furtherance of your permitted use in accordance with these Terms,
  4. except as expressly permitted by Quantum Pigeon in writing, republish any Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,
  5. use any data mining, robot or similar data gathering or extraction methods with respect to any Service or any Content,
  6. register for more than one Account, register for an Account on behalf of an individual other than yourself (except if you are the parent or legal guardian to such individual), or register for an Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),
  7. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, Account or otherwise;
  8. upload, post, transmit, share or otherwise make available on the Service any Content that:
    • consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that is prohibited by law;
    • contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information;
    • in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; or
    • contains Trojan Horses, worms, time bombs, or software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service or Content;
  10. remove any copyright or other proprietary notices on or in the Service, Content or any part thereof;
  11. solicit personal information from anyone under 18 years of age or solicit passwords or personally identifying information from any person for unlawful purposes;
  12. use the Service or any Content to “stalk”, intimidate, harm or otherwise harass another User or another person;
  13. intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority;
  14. access the Service in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service or Content;
  15. utilize the Service in any way except as expressly permitted by these Terms, including by developing or using any software tool or other application that interfaces with the Service or the Website except for standard web browsers;
  16. interfere with or disrupt the Service or Content (including the servers, networks or technology connected to the Service); or
  17. use or attempt to use another’s Account or the Service without express authorization from us or the applicable User.

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Service, including your Account, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Service or our or any third party’s equipment or network is impaired by your use of the Service, we have received a third party complaint which relates to your use or misuse of the Service, or you have been or are in breach of any term or condition of these Terms.

Disclaimers, Limits of Liability, and Indemnities

Internet-Based Limitations – Your use of the Service may depend on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement – Users in Quebec, Canada: Quebec’s Consumer Protection Act (CQLR c P-40.1) provides you with certain rights, including warranties as to acceptable quality, safety, durability, accurate description and against hidden defects. Nothing in this provision is intended to limit or replace any of your rights under the Consumer Protection Act (CQLR c P-40.1), and to the extent that it is prohibited by law, the exclusion hereunder does not apply to Quebec residents. In all other jurisdictions, and to the extent permitted by applicable law in Quebec, you acknowledge and agree that (i) all use of the Service provided by us is at your own risk, (ii) the Content that you may access while using the Service may contain links to other websites or applications, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or applications or the information contained therein, and (iii) all products and services provided under these Terms are provided on an “as is” and “as available” basis.

Disclaimer of Warranties – Users in Quebec, Canada: Quebec’s Consumer Protection Act (CQLR c P-40.1) provides you with certain rights, including warranties as to acceptable quality, safety, durability, accurate description and against hidden defects. Nothing in this provision is intended to limit or replace any of your rights under the Consumer Protection Act (CQLR c P-40.1), and to the extent that it is prohibited by law, the exclusion hereunder does not apply to Quebec residents. In all other jurisdictions, and to the extent permitted by applicable law in Quebec, we make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness, accuracy, safety or health risks of the Service or any User Content or Third Party Content. We do not control or direct what Users do or say on the Service, and we are not responsible for the actions or conduct of our Users (whether online or offline) or any Content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, IN CONNECTION WITH THE SERVICE OR ANY USER CONTENT.

NO LIABILITY – USERS IN QUEBEC, CANADA: NOTHING IN THIS PROVISION SHALL LIMIT QUANTUM PIGEON’S LIABILITY WITH RESPECT TO THEIR OWN ACTS OR THE ACTS OF THEIR REPRESENTATIVES, WHICH IS PROHIBITED UNDER QUEBEC’S CONSUMER PROTECTION ACT (CQLR C P-40.1). IN ALL OTHER JURISDICTIONS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN QUEBEC, NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUPPLIERS, LICENSORS, RESELLERS OR DISTRIBUTORS (COLLECTIVELY IN THESE DISCLAIMERS AND LIMITATIONS, “ WE” OR “ US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE TERMS, THE SERVICE, OR ANY CONTENT OR SOFTWARE IN CONNECTION THEREWITH, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF SUCH DAMAGES OR LOSSES WOULD BE REASONABLY FORESEEABLE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:

  1. SENDING, RECEIVING, NOT SENDING, NOT RECEIVING, LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS, DATA OR TRANSACTIONS ENTERED INTO THROUGH OR USING THE SERVICE;
  2. ANY SUSPENSION, CURTAILMENT, RESTRICTION, TERMINATION OR OTHER LIMITATION PLACED ON YOUR USE OF THE SERVICE, OR YOUR ACCOUNT;
  3. ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY, INCLUDING ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS;
  4. THE PERFORMANCE OF THE SERVICE;
  5. THE CONTENT OR ACCURACY OF ANY MATERIAL, INFORMATION OR DATA (INCLUDING ANY SOFTWARE) RELATED TO THESE TERMS OR VIEWED, DOWNLOADED, ACCESSED OR TRANSMITTED USING, OVER OR THROUGH THE SERVICE, INCLUDING MATERIAL THAT INFRINGES THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES LAWS OR REGULATIONS; AND
  6. DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES, TROJAN HORSES, SPYWARE, SPAM OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH OUR SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED $100.

THE LIMITATION OF LIABILITY PROVISIONS IN THESE TERMS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

Indemnity By You – To the fullest extent permitted by applicable law, you agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Service or your Account, (ii) your User Content; or (iii) any of your acts or omissions, including, without limitation, breach or non-performance of these Terms and any violation of any third party rights, including, without limitation, the infringement of third party intellectual property rights in relation to User Content.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

Copyright

If you believe that any Content on the Service infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints:

  1. by e-mail: privacy@quantumpigeon.com
  2. by regular mail: 1118 Homer St. Suite 223, Vancouver, B.C. V6B 6L5

The notification must be a written communication that includes the following:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
  3. if the complaint is about objectionable content, the reasons for the objection;
  4. identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  5. information reasonably sufficient to permit us 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;
  6. a statement that the information in the notification is accurate; and
  7. if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.

General Provisions

Interpretation – In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word “ including”, the word “ includes” and the phrase “ such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “ or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to Service shall also include any successor or replacement applications containing substantially similar information as the referenced Service(s), and (iv) any monetary amounts expressed are in US dollars.

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Service, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, or through conspicuous posting of such notice on the Service, as we may determine in our sole discretion.

Governing Law and Jurisdiction – The following provision regarding governing law and jurisdiction is prohibited by Quebec’s Consumer Protection Act (CQLR c P-40.1) and therefore does not apply to Users in Quebec, Canada that are governed by said Act. These Terms and the rights of the parties hereto are governed by and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Terms.

Assignment and Inurement – We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

Relationship – You agree that no joint venture, partnership, employment, or agency or mandate relationship exists between us and you as a result of these Terms or your use of the Service.

Language – By agreeing to these Terms, you acknowledge that you have expressly selected the English version of same and agreed to transact with Quantum Pigeon in English. En acceptant les présentes Conditions, vous reconnaissez avoir expressément sélectionné la version anglaise desdites Conditions et convenu de faire affaires avec Quantum Pigeon en anglais.

Entire Agreement – These Terms, as amended from time to time, including any and all documents, applications, rules, terms and policies referenced herein, the Affiliate Agreement and any other agreements entered into between us and you, as applicable, constitute the entire agreement between us and you with respect to the matters referred to in these Terms and the Service, and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

Questions and Concerns:

If you have any questions or concerns about these Service terms, please contact us at privacy@quantumpigeon.com.

SCHEDULE A

Clause required under Quebec’s Consumer Protection Act (CQLR c P-40.1) regarding the cancellation of your Quantum Pigeon subscription:

(Service contract involving sequential performance for instruction, training or assistance)

The consumer may cancel this contract at any time by sending the form attached hereto or another notice in writing for that purpose to the merchant.

This contract is cancelled, without further formality, upon the sending of the form or notice.

If the consumer cancels this contract before the merchant has begun the performance of his principal obligation, the consumer has no charge or penalty to pay.

If the consumer cancels this contract after the merchant has begun the performance of his principal obligation, the consumer must pay only:

(a) the price of the services rendered him, computed on the basis of the rate stipulated in the contract; and

(b) the less of the following 2 sums: $50, or a sum representing not more than 10% of the price of the services that were not rendered him.

Within 10 days following the cancellation of the contract, the merchant must restore to the consumer the money he owes him.

It is in the consumer’s interest to refer to sections 190 to 196 of the Consumer Protection Act (CQLR c P-40.1) and, where necessary, to communicate with the Office de la protection du consommateur.

Please note that the “notice” required above can be provided by following the cancellation instructions set out in the Terms for Subscribers, and that this is the simplest and quickest way to cancel your Quantum Pigeon subscription. The cancellation form that must be provided to you under the Consumer Protection Act (CQLR c P-40.1) is also reproduced hereunder, and can also be sent to Quantum Pigeon at the address provided in the Terms.

QUANTUM PIGEON SUBSCRIPTION CANCELLATION FORM FOR QUEBEC SUBSCRIBERS

(CONSUMER PROTECTION ACT, S. 190)

To: Attn: Customer Support
Quantum Pigeon Technologies Inc.
223 – 1118 Homer Street
Vancouver, B.C. V6B 2L5
Email: support@qp.me

Date: _________________________ (DATE OF SENDING OF THIS FORM)

By virtue of section 193 of the Consumer Protection Act, I cancel the contract (No_______________) (NUMBER OF THE CONTRACT IF INDICATED) made ____________________ (DATE WHEN THE CONTRACT WAS MADE) at ________________________ (PLACE WHERE THE CONTRACT WAS MADE)

__________________________ (NAME OF CONSUMER)

___________________________ (SIGNATURE OF CONSUMER)

___________________________
___________________________
___________________________ (ADDRESS OF CONSUMER)