Terms of Service

A1.1. We comply with copyright law, and respond to complaints about copyright infringement in accordance with this section.
We comply with copyright law and we respect the intellectual property of others. We therefore ask (and expect – see Acceptable Use Policy) that you do too.

A1.2. We respond to notices of alleged copyright infringement if they comply with the law and are reported via the Copyright Report Form.
We reserve the right, in our sole discretion and in accordance with applicable law to delete or disable content alleged to be infringing, and to suspend or terminate Accounts (without refund) for actual, apparent, or repeat infringement. 

B. Paid Services And Fees   

An underlying principle of QALY is that it represents a sustainable and independent business model. QALY does not rely on selling user data or content in order to generate revenue for its business model. Consequently, all of the operational and running costs of QALY need to be covered by the revenue generated by offering QALY Services.

Some of the QALY Services are paid services. This section explains how we handle payments for those paid services.

B.1. At the time of writing of this version of our Terms of Service:

B.1.1. QALY sells services purely through the in-app-purchases of the relevant app store (e.g. Google Play, Apple App Store) and we do not offer any auto-renewing subscriptions.

B.1.2. All in-app-purchases are for products that either represent a resource allocated to the Account or to a service provided to the Account for a specific time period with a defined expiry date.

B.1.3. QALY does not take payments directly from users.

B.2. Resources and Services that are provided in return for a fee will remain in effect until any set expiry date, or until cancelled or until terminated in accordance with this Agreement and/or our Acceptable Use Policy.

B.3. When you make a purchase from QALY using an in-app-purchase:

B.3.1. Your invoice/receipt will be sent to you directly from the relevant app store. Additionally, in some circumstances, QALY will endeavour to also send a purchase confirmation email to your registered Account email address.

B.3.2. The app store will be responsible for applying the relevant taxes. In any case, QALY is not responsible for any tax - and the Account holder, in conjunction with the relevant app store, is liable for all and any applicable taxes.

B.4. Resources with defined expiry dates.

B.4.1. Some services, such as My QALY Sites (MQS), QALY Short Links, QALY Vanity Links and QALY Quick Codes, wlil have a defined expiry date. In most cases, the expiry date can be extended - but there is a limit to how many months ahead of the current date to which the expiry date can be extended.

B.4.2. Any extension of expiry date will be subject to the price of the resource or service at the time that the expiry date extension is purchased.

B.4.3. QALY reserves the right to refuse to extend the expiry date or any service - especially if there has been a reported breach of the Acceptable User Policy or the other Terms of Service.

B.5. Refunds and Chargebacks

B.5.1. Any conditions relating to refunds and chargebacks will be subject to the applicable terms and conditions of the relevant app store in which the purchase was made.

B.6. Fee Changes

B.6.1. We may change our fees at any time.

B.6.2. New fees will not apply retroactively.

C. Creating Accounts

C.1. QALY requires you to be at least 16 years of age to create and use a QALY account.

C.2. To register an account on QALY we require you to provide accurate information.

C.3. It is your responsiblity to ensure that your account information is accurate and up to date. If we need to contact you, we will use the information provided in your account details.

C.4. By registering an account, you agree to us contacting you at any time in relation to your QALY account. If you're contact information is not up to date we may not be able to contact you.

C.5. Your account, and any activity on your account, is your responsibility.

C.6. It is also your responsibliity to keep your account credentials safe - please also see our Acceptable Use Policy.

C.7. You must contact us immediately if you have any reason to suspect that your Account(s) has been compromised (including unauthorised access) or that your credentials have been compromised (including stolen).

C.8. QALY Services are not intended for children under the age of 16.

C.9. QALY Services may not be used by children under the age of 16.

C.10. By using the Services, you declare to us that you are at least 16.

C.11. Depending on where you live (and your local laws), if you are under the age of 18 (age may vary depending on location), you may need to have your parent or legal guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

D. Your Content

D.1. The content that you upload to QALY does not become the property of QALY - you retain whatever rights you have in that content.
However, you give us permission to use that content in the provision of the Services to you (for example, this may include, without limitation, images, videos, audio, photos, text, logos and other material that you provide). Such content material you provide is termed "User Content".

D.2. We may contact you to request permission to feature your content in our promotional material or in our editorial content to promote examples of QALY user's content and usage of the Services..

D.3. You retain your rights to Content - with the exceptoin for the limited rights that enable us to provide the Services, improve the Services, promote QALY and its Services, and protect the Services as described in this Agreement. 

D.4. You retain your rights to End User Data - which is defined as any data that is submitted to the Services by End Users via the Services (this includes data submitted to forms, booking forms and any other manner that End Users can submit data).

D.5. Your License To Us

D.5.1. When you provide User Content via the Services, you grant QALY (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.

D.6. Featuring Your Resources

D.6.1. We may choose to feature Your Resources or names, trademarks, service marks or logos included on Your Resources. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Resources, or any portion of Your Resources, including without limitation names, trademarks, service marks or logos on Your Resources, for the limited purpose of QALY marketing and promotional activities. For example, we may feature Your Resources on our library/template/layouts page, in customer portfolio areas on our website or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Resources or names, trademarks, service marks or logos on Your Resources and any right of inspection or approval of any such use. This Section does not affect any rights you may have under applicable data protection laws.

E. Third Party Services And Sites and User Content

E.1. If you use or connect another service on or to QALY, follow a link to another site or work with someone you find on or through QALY, what happens is between you and them. We’re not responsible for it or what either of you do. We are also not responsible for content on QALY uploaded by our users (like you).

E.2. Third Party Services.

E.2.1. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that we have integrated to provide to improve the Services in general. Examples of Third Party Services include third party stock media libraries, of the integrated app store platform infrastructure and payment gateways for in-app purchases. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. Any information that a Third Party Service collects, stores and processes from you or Your Sites will be subject to such Third Party Service’s terms of service, privacy notice, or similar terms, and will not be subject to our Privacy Policy or Data Processing Addendum. Therefore, please evaluate and ensure you trust each Third Party Service prior to using their services. Each Third Party Service is solely responsible for providing all support, maintenance and technical assistance to you with respect to their services. When using Third Party Services, your security is your responsibility. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what  they do. You agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).  

E.3. Third Party Sites.

E.3.1. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We do not control and we are not liable for those sites and for the actions of those third parties.

E.4. User Content.

E.4.1. Although all QALY Accounts are subject to our Acceptable User Policy, the Services or sites, stories, or videos created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we do not represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we are not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You are responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services. We encourage QALY users to report any User Content that contravenes the Acceptable Use Policy.

E.5. QALY Logo

E.5.1. QALY retains the copyright in its logo(s) and trademarks (including text trademarks and image trademarks). In particular, it is forbidden to use the QALY logo within a QR code image unless that QR code image has been generated directly by the QALY Services (including the mobile app).

QALY is protected by various intellectual property laws.
This section summarizes what we own and how we share.

F.1. QALY Owns QALY.

F.1.1. The Services are, as between you and QALY, owned by QALY, and are protected by copyright, trade secret, trademark and other national and international laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.

F.2. We Can Use Your Feedback For Free.

F.2.1. We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

F.3. Our Demo Content.

F.3.1. We may provide demonstration content which may include, without limitation, text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on Your Site or be distributed, publicly displayed, publicly performed or otherwise published.

F.4. Library Content

F.4.1. The Services include various templates and layouts (collectively, “Library Content”). The Library Content include, without limitation, Demo Content, designs, layouts, stickers, stamps, overlays, elements and other materials. QALY owns the Library Content. You may not use any Library Content in any way, intentional or otherwise, that competes, as determined by us in our sole discretion, with the Services.

F.5. Our Beta features (including Beta releases) are provided "as is" and may not be as reliable as our production Services.

F.5.1. We may release, labelled as "Beta", products and features that we’re still testing and evaluating. Those Services will be marked as "Beta" or "beta", preview or early access (or a similar phrasing), and may not be as reliable as our other Services and you use such services at your own risk.

G. Our Rights

G.1. We need to maintain control over our services in order to operate effectively and protect the security and integrity of QALY.

G.2. Important Things We Can Do.

G.2.1. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or parts or all of Your Resources or your User Content; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).

G.3. Ownership Disputes.

G.3.1. Sometimes ownership of an Account or other Resource is disputed between parties, such as a business and its employees, or a web designer and a client (each an “Ownership Dispute”). We try not to get involved in these Ownership Disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or Resource ownership, and to maintain the status quo or to transfer an Account or Resource. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or subscription until the disputing parties reach a resolution. We also may request documentation to help determine the rightful owner. QALY uses its reasonable judgement in determining the adequacy, sufficiency and veracity of documentation you may submit, but reserves the right to give less consideration, if any, to documentation submitted in bad faith, documentation that conflicts or fails to support factual assertions or documentation submitted under circumstances of a reasonable likelihood of forgery, misrepresentation or other acts of moral turpitude.

H. Your Responsibilities

H.1. You are responsible for the content you publish on QALY, and you vouch to us that it may be used in good faith (for example, that you are the copyright and/or licence owner).

H.2. You must comply with our Acceptable Use Policy (which is incorporated to these Terms by reference). You represent and warrant that your User Content and your use of the Services complies with our Acceptable Use Policy.

H.3. You represent and warrant that your use of the Services is in compliance with applicable laws (including local, regional, state, national and international laws), including without limitation applicable export or import controls and regulations and sanctions.

H.4. You understand and agree that (a) Your Media Assets are your responsibility; (b) you’re solely responsible for compliance with any laws or regulations related to Your Media Assets; and (c) your ability to create, share or otherwise use Your Media Assets may be limited by the extent to which Your Media Assets include Licensed Content. We are not liable for, and will not provide you with any legal advice regarding, Your Media Assets. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

H.5. Your Resources may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Resources and your End Users are your responsibility; (b) you are solely responsible for providing products, services and support to your End Users; (c) you are solely responsible for compliance with any laws or regulations (whether local, regional, state, national or international) related to Your Resources and/or your End Users; and (d) your ability to create, share or otherwise operate Your Resources may be limited by the extent to which Your Resources include Licensed Content (as defined and described in our Product Specific Terms). We are not liable for, and will not provide you with any legal advice regarding Your Resources or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement. 

H.6. In line with our Acceptable Use Policy, you represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any End User or other third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by the intellectual property, or other rights, of others. We require users to not copy, upload, download or share content unless you have the right to do so.

H.7. In line with the Acceptable Use Policy, we advise users to apply care when sharing content on social media, open web or other platforms and media channels. The Services let you share User Content including, without limitation, on social media, the open web and virtually any media channel (whether digital or traditional) - so please think carefully about your User Content. We are not responsible for what you share via the Services.

I. Services Details & Product Specific Terms

I.1. Not all Services are available in all regions/countries. Certain Services (or the availability or functionality of some features of those services) may vary depending on your region/country. 

I.2. Our Product Specific Terms apply to your access to, and use of, certain specific products, features or services available via the Services as specified in our Product Specific Terms.

I3. Our Product Specific Terms are incorporated by reference into this Agreement.

J. Term And Termination

J.1. This agreement can be ended by either of us at any time.

J.2. This Agreement will remain in effect until terminated by either you or us.

J.3. You may terminate this Agreement at any time via the Services and/or, if you have lost access to the Services, by writing to us at our contact form (note that we will require validation of the request through the registered email address for the Account).

J.4. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you violate these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that, by their nature, should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.

K. Warranty Disclaimers

QALY takes the quality and availability of its service seriously. However, please note that the Services are provided as is, without warranties.

K.1. Disclaimers. To the fullest extent permitted by applicable law, QALY makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”.

K.2. QALY also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from QALY, shall create any warranty. QALY makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.  

K.3. Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers in Sections K.1. and K.2., so they may not apply to you. However, the disclaimers apply to the fullest extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the fullest extent permitted by applicable law.

L. Limitation Of Liability

Our liability is capped if something bad happens as a result of your using QALY.

L.1. Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will QALY and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Resources or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content; (e) any User Content or other conduct or content of any user, End User or other third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not QALY has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the aggregate liability of QALY for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty Euros (EUR 20) or the amounts paid by you to QALY in the twelve (12) months immediately preceding the event that gave rise to such claim. If you are an EU Consumer, QALY is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area or the United Kingdom.

M. Indemnification

M.1. To the fullest extent permitted by law, you agree to indemnify and hold harmless QALY and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content (including your End User Data) and Your Resources; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which QALY may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

N. Class Action Waiver & Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY HEAR YOUR CLAIMS AND TO PARTICIPATE IN CLASS ACTIONS AND SIMILAR COLLECTIVE LAWSUITS. THIS SECTION CONTAINS IMPORTANT PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

N.1. Unless prohibited by applicable law in your place of residency, all disputes between you and QALY shall only be resolved on an individual basis and you shall not have the right to bring any claim against QALY as a plaintiff or a member of a class, consolidated, collective or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).

N.2. When applicable, most QALY disputes go to individual arbitration, not court. You can opt out by following the instructions in this clause. Review the full clause for details.

N.3. Arbitration

N.3.1. Notwithstanding anything to the contrary in this Section "N", if you reside in the US or in any jurisdiction under which the following is not prohibited under applicable law, any dispute, controversy, or claim (collectively, “Claim”) relating in any way to QALY’s services and/or products, including the QALY Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and QALY agree that any Claim will be settled by final and binding arbitration, using the English language, administered by "Junta Arbitral de Consumo de la Comunitat Valenciana", in Spain, under the EU Alternative Dispute Resolution framework then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these QALY Terms). Arbitration will be handled by a sole arbitrator in accordance with the ADR framework. Judgement on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these QALY Terms will take place on an individual basis. Class arbitrations and class actions are not permitted. You understand that by agreeing to these QALY Terms, you and QALY are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and QALY agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and Euro limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

N.3.2. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the the ADR Framework, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose then you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement.  

N.3.3. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

N.4. Mass Arbitration

N.4.1. If 10 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact or 10 or more demands for arbitration are submitted by the same law firm or law firms acting in coordination, then you and QALY agree that this will constitute a Mass Arbitration and be conducted pursuant to the ADR framework procedures. If, for any reason, the "Junta Arbitral de Consumo de la Comunitat Valenciana" declines to administer the Mass Arbitration or the provisions of this paragraph are found to be unenforceable, the individual arbitrations shall be administered by "Junta Arbitral de Consumo de la Comunitat Valenciana" as individual arbitrations consistent with other terms set forth herein.

N.5. Opt Out of Arbitration

N.5.1. You have the right to opt out of, and not be bound by, the arbitration provision under section "N" in the QALY Terms by completing and submitting the arbitration opt-out form available here within thirty (30) days of your first registering to use the QALY Services (the “Initial Opt-Out Period”) or within thirty (30) days of the date of the most recent changes to these arbitration provisions under section "N" of the QALY Terms (each, a “Subsequent Opt-Out Period”), whichever is later. For the avoidance of doubt: (a) if you validly opt out during the Initial Opt-Out Period, your opt out will be effective for any and all subsequent updates to these arbitration provisions and you will not need to opt out again; and (b) if you validly opt out during any Subsequent Opt-Out Period, then the version of the arbitration provisions that immediately preceded the change you opted out of will continue to govern any and all disputes between you and QALY.

N.5.2. If you opt out of these arbitration provisions pursuant to this section "N" of the QALY Terms, this opt-out does not affect any other provisions of the QALY Terms, including without limitation the  class action waiver which remains  in effect and is not subject to opt-out. If these QALY Terms are ever modified (in accordance with section YYY of the QALY Terms), to remove the arbitration provisions under section "N" of the QALY Terms (thereby restoring the right to proceed in court), no opt out from that change will be required. Failure to opt out in accordance with this Section "N"  of the QALY Terms shall constitute acceptance of the arbitration provisions. 

N.6 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND QALY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”).  YOU AND QALY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION.  YOU AND QALY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS (EXCEPT AS PERMITTED IN THE ALTERNATIVE DISPUTE RESOLUTION PROCEDURES AND GUIDELINES DISCUSSED HEREIN), CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.  FURTHER, YOU AND QALY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.  FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.

O. Additional Terms

This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of QALY.
This Agreement is governed by Spanish law. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel.
Also, if you’re reading this in a language other than English, note that the English language version takes precedence and controls.

O.1. Entire Agreement.

O.1.1. This Agreement constitutes the entire agreement between you and QALY regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You may also be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a QALY group company that sets forth such QALY group company’s third party beneficiary rights to enforce this Agreement).

O.2. Waiver, Severability And Assignment.

O.2. 1. Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written agreement, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.

O.3. Modifications.

O.3.1. We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we will notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice may designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. For avoidance of doubt, claims or disputes brought under this Agreement will be resolved according to Section "N" (Dispute Resolution) in effect at the time the claim or dispute is filed. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

O.4. Events Beyond Our Control.

O.4.1. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, pandemic, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

O.5. Controlling Law; Judicial Forum For Disputes.

O.5.1. US Users.

O.5.1.1. If you are a US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws Spain, without regard to its conflict of law provisions.

O.5.2. Non-US Users.

O.5.2.1. If you are a Non-US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of Spain, without regard to its conflict of law provisions. If you are an EU Consumer, this Section does not limit or affect any rights you may have under any mandatory laws of the country where you habitually reside. If Section "N" is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section "N", you and QALY agree that, except where Section "O" applies, any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of Spain and you and QALY consent to venue and personal jurisdiction in such courts.

O.5.3. EU Consumers.

O.5.3.1. If you are an EU Consumer, as long as Section "N" does not apply to you or your claim, you and QALY agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) may only be brought in a court located in Spain or a court with jurisdiction in your place of habitual residence. If you are an EU Consumer and QALY wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you habitually reside.

O.5.4. EU Online Dispute Resolution.

O.5.4.1. If you are an EU Consumer, you can access the European Commission’s online dispute resolution platform here. Please note that QALY is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with you.

O.6. Translation.

O.6.1. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will take precedence control except where prohibited by applicable law.