The following Terms of Service apply to your use of the DEPO IQ, INC. unless your use of DEPO IQ, INC. is subject to terms of service as executed between you and DEPO IQ, INC.

DEPO IQ, INC. (“DEPO IQ,” “we,” “us,” or “our”) provides legal technology services. This document contains the Terms of Service (the “Terms”) governing your use of DEPO IQ’s services, artificial intelligence solutions and technologies (“AI Services”), websites, applications, API, add-ons, plug-ins, components, functionality, and programs, reports and any other services specified in any mutually executed order form (collectively, the “DEPO IQ Services” or “Services”). Any DEPO IQ “Subscription Agreement” shall consist of these Terms, price schedule, if any, and any order form(s) for the DEPO IQ Services executed by DEPO IQ and you (“you” or “User”). These Terms include the DEPO IQ Privacy Policy and any other documents that specifically incorporate these Terms.

By using any of the DEPO IQ Services, with or without registration, you agree to these Terms with DEPO IQ. In the event you are agreeing to these Terms on behalf of a company or other legal entity, you certify that you are an authorized representative of such entity. If you do not have such legal authority, or you do not agree with these Terms, do not accept, access or use the Services in any manner.

If you are using the DEPO IQ Services during a proof of concept or other product trial (“Evaluation”), your use of the Services during the Evaluation period is governed by these Terms. Notwithstanding any other provisions in these Terms, access to the Services during an Evaluation period is on an “as-is” basis without any representations, warranties and/or conditions of any kind. Any data or content uploaded to the Services by you may be permanently lost upon expiry of the Evaluation period. If you continue to use the Services after the conclusion of the Evaluation period, you understand that these Terms will also govern your ongoing use of those Services.

You may not access the Services, either directly or indirectly, if you are a competitor to DEPO IQ, or monitor the functionality, performance, or availability of the Services, or any other competitive purposes. If you are a competitor to DEPO IQ, or a direct agent or an indirect agent of a competitor to DEPO IQ, and access these Services in violation of these Terms, you acknowledge and admit that your use of the Services are in violation of the Terms and that you are accepting responsibility and admitting fault to all liability for INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES TO DEPO IQ, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR IMPROPER USE OF THE SERVICES.

PLEASE READ THE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT IN SECTION 13(G) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(H) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE PROVIDED INSTRUCTIONS, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1. Services, Restrictions and Customer Obligations

(a) Conditioned on your compliance with these Terms, DEPO IQ grants you and your Authorized Users (defined below) a nonexclusive, nontransferable, nonsublicensable, revocable right to use and access the Services in accordance with documentation, all applicable local, state, national and international laws, rules and regulations and only for your internal business purposes. To use our Service, you must be at least 18 years of age. You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms.

(b) Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

disassemble, reverse engineer, decode or decompile any part of the Services;
use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Services;
copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of the Services or any of our Intellectual Property (defined below);
use the Services in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of the Services or any User’s use of the Services, or (iii) the behavior of other applications using the Services;
use the Services in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or any other third party;
use or display the Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Services, or otherwise to our detriment or disadvantage;
attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
transmit viruses, worms or other software agents through the Services;
impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose;
share passwords or authentication credentials for the Services, or otherwise circumvent the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services; or
identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.

2. Registration

To access and use the DEPO IQ Services, you will be required to register an account with DEPO IQ by completing a registration form and designating a user ID and password. When registering an account with DEPO IQ, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the DEPO IQ Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the DEPO IQ Services (or any portion thereof).

You may not authorize any third party to access or use the DEPO IQ Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your account. You agree to immediately notify DEPO IQ of any unauthorized use of your account or any other breach of security. DEPO IQ cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. By providing us with your email address, you agree to receive all required notices electronically, to that email address.

By inputting or supplying your Registration Data, including an email address, address, mobile telephone number and/or telephone number, or by otherwise creating an account, you electronically consent to receive marketing or advertising messages communications including email or mobile push notices from DEPO IQ and third parties, such as changes to features of the Services and special offers. If you do not want to receive such messages, you may opt out or change your preferences by contacting the DEPO IQ Services support team at support@DEPOIQ.com, or by clicking the unsubscribe link within each marketing or advertising email message. Opting out of marketing communications will not prevent you from receiving Services-related notices.

3. Term and Termination

These Terms will commence when you first use our Services and will continue until terminated by either party in accordance with the provisions set out in these Terms. Either party may terminate these Terms for convenience, at any time, upon written notice to the other party, subject to the terms and conditions in Section 6(C) below. DEPO IQ may provide User with notice of termination by email to User contact reflected in your Registration Data. User may provide DEPO IQ with notice of termination by contacting the DEPO IQ Services support team at support@DEPOIQ.com.

If in DEPO IQ’s sole judgment you fail, or if DEPO IQ suspects that you have failed, to comply with any provision of these Terms, DEPO IQ may terminate these Terms at any time without notice. For clarity, any such termination will terminate any and all of your existing Subscription Agreements.

The following provisions will survive any termination of these Terms: Section 3 (“Term and Termination”), Section 4 (“Intellectual Property Rights”) (except as expressly provided therein), Section 5 (“Confidentiality”), Section 6 (“Fees”), Section 7(A) (“Privacy”), Section 8 (“Representations & Warranties”), Section 9 (“Liability”), Section 10 (“Changes to Agreement”), Section 11 (“Inactivity or Cancellation or Termination of Subscription”) and Section 13 (“General Provisions”).

4. Intellectual Property Rights

A. User Data and Content

These Terms do not grant either party any rights, implied or otherwise, to the other’s content or intellectual property, unless expressly stated otherwise in these Terms. As between the parties, User owns all intellectual property rights in User Content (defined below), and DEPO IQ owns all intellectual property rights in and to the Services, including software, products, support, documentation, aggregated and statistical information and related works, including but not limited to any modifications and derivative works of the foregoing.

“User Content” means any and all information, content and data that a User submits to, uploads to, or uses with, the Services. DEPO IQ does not claim ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content. You hereby represent and warrant that your User Content does not violate any User obligations as specified in Section 1(b) or elsewhere in these Terms nor does your User Content violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. We take no responsibility and assume no liability for any of your User Content.

B. License to DEPO IQ

You grant, and you represent and warrant that you have all rights necessary to grant, to DEPO IQ an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display your User Content: (a) to maintain and provide the Services; (b) to improve our products and services and to create aggregated and de-identified information; and (c) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of the Services.

C. Feedback

In the event User provides DEPO IQ with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Services (“Feedback”), DEPO IQ shall own such Feedback without compensation to User, attribution of any kind, or any other obligation to User.

5. Confidentiality

The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of any Subscription Agreement; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of DEPO IQ shall also include the Services, and Confidential Information of User shall also include the Drafts and Reports. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) rightfully disclosed to the Receiving Party by a third party; (c) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party without restriction; or (d) independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.

At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement or to the extent necessary to comply with applicable law.

6. Fees

A. Fees

We may make portions of the Services available on a pay-as-you-go basis and an automatically renewing subscription basis (each, a “Subscription” for the Services) for recurring fees (collectively “Fees”). For customers that utilize Services on a Subscription basis, our Subscription Terms are incorporated by reference herein. We may make available, or remove from availability, any portion of the Services in our sole discretion. We may add or amend Fees at our sole discretion. When we add or amend Fees, we will update our online Terms. Any change to our online Terms shall become effective in the Subscription Term (as defined below) following notice of such change to you as provided in this Agreement; provided, however, that if we have offered a specific duration and Fees for your use of the Services, we agree that such Fees will remain in force for that duration. Your Subscription will automatically renew at the end of the term identified in your Subscription Agreement for subsequent terms equal in length to the initial term (the initial such term and each renewal term, a “Subscription Term”) unless and until you cancel your Subscription or it is suspended, discontinued or terminated in accordance with these Terms.

B. Payments

When you purchase use of the Services, you acknowledge and agree that we and/or our third-party payment processors are authorized to charge you for: (i) the Fees identified; (ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of DEPO IQ; and (iii) any other charges you may incur in connection with your purchase and use of the Services. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Fees for the Services or Subscription in accordance with these Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.

Except as otherwise set forth in an applicable Subscription Agreement, all Fees are immediately due and payable in advance. You agree to pay all Fees with your credit card, debit card, or other payment method. You must provide us with a current, valid, accepted payment method. When you initiate a payment transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and charge your payment method in United States dollars. We currently use Stripe as our third-party service payment processor, and by using our Services you agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). If your payment is not successfully settled for any reason within fourteen (14) days after payment has been initiated for your transaction, your Subscription and / or access to the Services may be canceled or suspended in our sole discretion.

C. Cancellation Procedure

You may cancel your use of the Services at any time, however you remain liable for applicable Subscription Fees until the Subscription terminates at the end of the Subscription term. In order to cancel your Subscription, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Services or by contacting us at support@DEPOIQ.com. You will continue to have access to the Services through the end of the Subscription Term if applicable.

D. No Refunds

FEES ARE NON-REFUNDABLE EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT BE REFUNDED FOR ANY UNUSED TIME IN YOUR SUBSCRIPTION TERM OR ANY PRE-PAYMENTS MADE FOR SERVICES IN THE EVENT THAT: (I) YOU CANCEL OR TERMINATE YOUR USE OF THE SERVICES OR SUBSCRIPTION OR (II) WE SUSPEND OR TERMINATE YOUR USE OF THE SERVICES OR SUBSCRIPTION OR THIS AGREEMENT FOR YOUR BREACH OF THESE TERMS.

7. Privacy and Security

A. Privacy

User’s access to the Services is via the DEPO IQ website, which is owned and operated by DEPO IQ. As such, a User’s interaction with the Services and website, and any information that may be collected by the Services and website, is governed by the Privacy Policy which may be updated from time to time. User may choose to opt out of data collection and cookies in accordance with the Privacy Policy. User agrees to receive announcements from DEPO IQ regarding the operation of the Services as well as marketing and other non-critical Service-related communications from time to time.

B. Security of User Content

Without limiting the following, DEPO IQ shall maintain commercially reasonable physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of User Content. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of DEPO IQ personnel to access User Content. DEPO IQ personnel will only access User Content subject to the confidentiality restrictions in Section 5 (“Confidentiality”) hereof, and with the consent of User or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of DEPO IQ.

8. Representations & Warranties

Each party represents and warrants that these Terms constitutes a valid and binding obligation and is enforceable against it in accordance with these Terms.

A. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8, DEPO IQ DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, DEPO IQ MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE DEPO IQ TECHNOLOGY, REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY DEPO IQ, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE, RELIABLE OR ERROR-FREE, OR (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY DEPO IQ, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE, NOT LEGAL SERVICES, AND NOT LEGAL ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH THE SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH THE SERVICES. DEPO IQ’S PROVISION OF THE SERVICES AND THE MATERIALS MADE AVAILABLE ON THE SERVICES AND ANY INFORMATION PROVIDED BY DEPO IQ REPRESENTATIVES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. USER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.

B. AI Services

You and your end users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Services. AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output.

9. Liability

EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD, WILLFUL MISCONDUCT, VIOLATION OF APPLICABLE LAW OR INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL (I) DEPO IQ BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DEPO IQ’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED ONE HUNDRED DOLLARS ($100).

To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

10. Changes to Agreement

DEPO IQ may amend these Terms from time to time by posting the revised terms of this Agreement on DEPO IQ’s website and/or by providing written notice of such amendment to User (which notice may be provided via email to User contact listed is the Registration Data). Any revised terms of this Agreement will take effect from the date of posting or notice to User, unless otherwise specified in such posting or notice. User should check DEPO IQ’s website frequently for any such revisions. User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms.

11. Inactivity or Cancellation or Termination of Subscription

Upon a prolonged period of inactivity, or any cancellation or termination of User’s account or Subscription to the Services, DEPO IQ will have no obligation to maintain or provide access to User Content. If a User’s account is inactive for one hundred and twenty (120) days, DEPO IQ reserves the right to delete or destroy all copies of User Content without providing notice, unless legally prohibited. Furthermore, DEPO IQ reserves the right to delete or destroy all copies of User Content in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s account or subscription to the Services. User Content cannot be recovered once they are deleted or destroyed.

12. Third Party Websites

The DEPO IQ Services may have links to third-party websites, content providers, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third party websites, materials, products, or services. If you access a third-party website from DEPO IQ Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You relieve DEPO IQ from any and all liability arising from your use of third-party websites, services, or content.

13. General Provisions

A. Relationship of the Parties

The relationship of the parties under these Terms is one of independent contractors and does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.

B. Force Majeure

Neither party shall be in default if its failure to perform or delay in performing any obligation under these Terms (other than payment obligations) is caused any condition beyond the party’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

C. Assignment

Neither party may assign a User account or Subscription Agreement or any Subscription, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that DEPO IQ may assign a User account or Subscription Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of DEPO IQ related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. These Terms is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in these Terms is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect to these Terms.

D. Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

E. Execution; Severability

Except as stated in Section 13(G), if any provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect. In the case of any conflict or inconsistency between the provisions of your Subscription Agreement and the provisions of these Terms, these Terms shall govern.

F. Governing Law and Jurisdiction

You agree that: (i) the Services shall be deemed solely based in Utah; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over DEPO IQ, either specific or general, in jurisdictions other than Utah. These Terms shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Salt Lake County, Utah for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Salt Lake County, Utah is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

G. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 13(G) (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at support@DEPOIQ.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at support@DEPOIQ.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or Salt Lake County, Utah, unless you and we agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

H. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND DEPO IQ AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DEPO IQ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

I. DMCA Notices

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(b) Identification of the copyrighted work that you claim has been infringed;

(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent using the following contact information:

DEPO IQ, Inc.

Attn: DMCA Agent
782 South River Road #368, Saint George, UT 84790

Email: support@DEPOIQ.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Service and/or terminate our Service Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

J. Publicity Rights

We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to support@DEPOIQ.com.

K. Entire Agreement

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service

L. Contact

If you have any questions about these Terms, please contact us at support@DEPOIQ.com.