terms & conditions

Last updated: November 13, 2020

These terms of use (the "Terms of Use") are a legal agreement between you and Quotable Cards, Inc. ("Quotable," "we," "us," or "our"). These Terms of Use specify the terms under which you may access and use our Services. 

By accepting these Terms of Use, accessing or using the Services, or otherwise manifesting your assent to these Terms of Use, you agree to be bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, the "Agreement"). If you do not agree to (or cannot comply with) all of the terms of these Terms of Use, do not access or use the Services. 

THE SECTION BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM. 

If you accept or agree with this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity. 

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.  

1. RESTRICTIONS

The services are available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review these Terms of Use with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian. 

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice and without reason. 

2. COMMUNITY GUIDELINES

To provide you with the Services, we need to build a community with a few simple guidelines. By accessing the Services or submitting any User Content (defined below), you agree to comply with these community guidelines (the "Community Guidelines") and that:

• You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
• is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
• discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.
  
  
• You will comply with all applicable laws in your use of the Services and not use the Services for any unlawful purpose;
• You will not access or use the Services to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (defined below), data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
• You will not decompile, reverse engineer, or disassemble any software or processes accessible through the Services;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
• You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
• You will not resell or distribute the Products, unless explicitly permitted to by us, or use the Products for any illegal purposes;
• You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and
• You will not introduce, post, or upload to the Services any Harmful Code. As used herein, "Harmful Code" means computer code, programs or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.

3. USER CONTENT
The Website allows you to send us quotes, sayings, and other text that we may then use on future Products ("User Content"). You, and not Quotable, are entirely responsible for all User Content that you upload, post or otherwise transmit through the Website. We are not obligated to use any User Content in our Products and Services.

To the extent permitted by law, you retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. 

4. COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us (weather oral or written), including, but not limited to, feedback, questions, comments, suggestions, testimonials, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of Products and Services that incorporate such information without compensation or attribution to you. 

5. INTELLECTUAL PROPERTY

The Services contain material, such as software, text, graphics, images, and other material provided by or on behalf of Quotable (collectively referred to as the "Content"). The services and the Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Quotable and our licensors exclusively own all right, title, and interest in and to the Services and the Content, including all associated intellectual property rights. 

Subject to the terms and conditions of these Terms of Use, Quotable grants you a limited, non-transferable, non-exclusive, license to access and use the Services and the Content solely for your personal purposes. You may not (i) remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content, or (ii) sell, transfer, assign, license, sublicense, or modify the Services or the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any pubic or commercial purpose. 

The trademarks, service marks, and logos of Quotable (the "Quotable Trademarks") used and displayed on the Services are registered trademarks or service marks of Quotable. Other company and service names located on the Services may be trademarks or service marks owned by third parties (the "Third-Party Trademarks," and, collectively with Quotable Trademarks, the "Trademarks"). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Quotable Trademarks inures to our benefit. 

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing in mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance. 

6. PURCHASE TERMS

a. Orders; Order Acceptance. You may place orders for our Products through our Services. The receipt of an order number or an email order confirmation does not constitute Quotable's acceptance of an order or a confirmation of an offer to sell. Quotable reserves the right to refuse service to anyone or cancel an order for any reason. Verification of information may be required prior to the acceptance of an order. Prices and availability of Products are subject to change without notice.

b. Wholesale Purchasers. If you are purchasing Products from us wholesale, you will need to contact us to create an account. We will provide you with a username and password ("Login Credentials"). You are solely responsible for the confidentiality and use of your Login Credentials, as well as for any use, misuse, communications, or Purchase made or entered through the Services using your account. You will promptly inform us of any need to deactivate your account. Quotable is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registrations in our sole and complete discretion. We will not be liable for any loss of damage caused by any unauthorized use of your account. 

c. Payment. Where applicable, you shall pay all your purchase prices, taxes, shipping and handling, and other fees in connection with Products purchased in the manner specified on or selected through the Services. Payment is due immediately upon making a Purchase. By making a purchase, you agree to pay Quotable, through our payment processor, Authorize.net, all charges that may be incurred by you or on your behalf at the prices then in effect for the Products. For more information about Authorize.net, please visit their terms of use and privacy policy available here: https://www.authorize.net/about-us/terms.html and https://usa.visa.com/dam/VCOM/global/support-legal/documents/privacy-notice.pdf.

d. Shipping; rick of Loss; Returns. We use reliable third-party carriers to deliver the Products to you. You are responsible for the cost of all shipping. Quotable is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from our third-party carrier's failure to deliver or delay in delivering the Products Purchased through the Services. Further, we are not responsible in the event that the Products is unable to be delivered to you due to any incorrect shipping address, your failure or refusal to accept delivery, or for any other reason. title and risk of loss to the Products will pass to you upon delivery to the shipping carrier. Wee only accept returns for Products that were damaged upon receipt by the customer, and if you request to return a Product we may require additional information to evidence this. 

e. Errors. All descriptions, images, references, features, content, specifications, and prices of Products described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. From time to time, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to Products descriptions, Product prices, promotions, offers, and availability. Quotable reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders, if any information on the Services is inaccurate at any time without prior notice, even after you have received an order confirmation or shipping notification. The inclusion of any Products on the Services does not imply or warrant that the Products will be available. We reserve the right to revise our Products offerings and/or discontinue the Products at any time without notice. Quotable also reserves the right to limit quantities purchased, and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted or acknowledged).

7. DISCLAIMER; LIMITATION OF LIABILITY

THE SERVICES AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY QUOTABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

QUOTABLE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, AND ALL PRODUCTS OFFERED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QUOTABLE DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, THE PRODUCTS, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50). QUOTABLE SHALL NOT BE LIABLE FOR DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR OR ANY THIRD PARTY'S PURCHASE OR USE OF ANY PRODUCTS. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN ITHIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVALBE STATUTORY RIGHTS THAT PPLY TO YOU. 

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Quotable, its affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgements, costs, and expenses, including reasonable attorney's fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to (i) your breach of these Terms of Use; (ii) your misuse of the Products, the Content or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. 

9. DIGITAL MILLENIUM COPYRIGHT ACT

Quotable respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under the Act is as follows:

Matthew Fernandes-Vogel
611 Broadway Suite 615
New York, NY 10012
matt@quotablecards.com

If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notices in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notices is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 

10. COMPLIANCE WITH APPLICABLE LAWS

The Services are based in the United States. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. 

11. CONTROLLING LAW

These Terms of Use and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. 

12. BINDING ARBITRATION

In the event of a dispute arising between you and Quotable under or relating to these Terms of Use or the Services (each a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by you and Quotable, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Quotable will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgement on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court or compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 14 below, nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests. 

13. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach of threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under the Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us. 

15. EXTERNAL WEBSITES

The Services may contain links to third-party websites ("External Websites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Websites. The content of such External Websites is developed and provided by others. You should contact the site administrator or webmaster of those External Websites if you have any concerns regarding such links or any content located on such External Websites. We are not responsible for the content of any linked External Websites and do not make any representations regarding the content of accuracy of materials on such External Websites. You should take precautions when downloading files from all websites to protect your computer form viruses and other destructive programs. If you decide to access linked External Websites, you do so at your own risk.

16. CHANGES TO THE AGREEMENT

These Terms of Use are effective as of the last updated date stated at the top. We may change these Terms of Use from time to time with or without notice to you. Any such changes will be posted on the Website. By accessing the Services after we make any such changes to these Terms of Use, you are deemed to have accepted such changes. Please refer back to these Terms of Use on a regular basis. 

17. TERMINATION OF THE TERMS OF USE

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and the Services, and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. Sections 2-5, 7-19 shall survive the termination of these Terms of Use. 

18. GENERAL

No failure or delay by Quotable in exercising any right or remedy under the Terms of Use will operate, or be deemed to operate, as a waiver of any such right or remedy. If any provision of the Terms of Use is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Terms of Use will remain in full force and effect. The Terms of Use constitutes the final and complete agreement between you and Quotable regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Terms of Use. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions. 

19. HOW TO CONTACT US

If you have any questions about the Terms of Use or our Services, please contact us via email at help@quotablecards.com.

Copyright 2020 Quotable Cards, Inc. All rights reserved.