Terms of Service

SQAI LLC – Terms of Service

Last updated on September 9, 2024

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS BEFORE PLACING AN ORDER OVER https://sqai.co (THE “WEBSITE”) OR USING THE SERVICES OUTLINED BELOW.

IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE SQAI EMS SYSTEM (AS DEFINED BELOW) IN ANY MANNER WHATSOEVER.

SQAI LLC (“SQAI,” “we,” “our,” “us”), provides an electro-muscle stimulation (“EMS”) training service comprised of a full-body EMS suit (the “Suit”), a wireless control unit (the “Power Box”), a mobile application which connects to the Power Box and allows the user to control the Suit (the “App”), on-demand workout video content delivered exclusively through the App (the “Content”), and related accessories (the “Accessories”). The Suit, Power Box, App, Content, and Accessories are collectively referred to as the “SQAI EMS System” or the “System”.

By (i) purchasing the SQAI EMS System, (ii) downloading or installing the SQAI App, or (iii) using the SQAI EMS System or any of its components, you, the user, confirm that you have reviewed and understood these terms and conditions, and agree to comply with them, including the accompanying Privacy Policy and the Return Policy (collectively, the “Terms”). By proceeding with the purchase or use of the SQAI EMS System, or any of its components, you affirm that you accept these Terms and that you meet the requirements for using the System laid out herein. If you do not accept these Terms or do not meet the requirements for using the System, you are not authorized to purchase or use the SQAI EMS System, and no permission to do so is granted. This stipulation applies to you as the primary user, as well as any sub-users belonging to your household, business, or any other sub-group associated with your use of the SQAI EMS System.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 12, 13, AND 14).  ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 12.  THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.

THIS IS A BINDING AGREEMENT.  THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT AND DATA PROCESSING ADDENDUM (“DPA) FORM A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND SQAI.  THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND APP, AND THE SERVICES PROVIDED BY SQAI, ANY ORDER YOU PLACE THROUGH THE WEBSITE, APP, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE AND APP. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

SECTION 1 – USE OF THE SQAI EMS SYSTEM

The SQAI EMS System is intended for adults.  If you use the System or any of its components, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

We recognize in certain instances, the System may be used by youth under the age of 18. In these instances, by accessing or using the System, you are affirming that your parent or legal guardian, of at least 18 years old, has given requisite verifiable consent for you to do so and that they agree to these terms on your behalf.

SECTION 2 – RISK AND LIABILITY WAIVER

By using the SQAI EMS System you acknowledge, understand, and agree to the following terms and conditions:

Assumption of Risk

Training with the SQAI EMS System involves strenuous physical activity. You understand that participating in such activity carries inherent risks, including but not limited to physical injury, muscle strain, cardiovascular issues, or in extreme cases, permanent injury or death. You expressly assume all risks associated with the use of the SQAI System, whether known or unknown, and whether arising from the equipment, your physical condition, your use of the SQAI EMS System, or otherwise.

Health and Medical Clearance

You affirm that you are in good physical condition and have no medical or physical conditions that would prevent your safe use of the SQAI System. You further affirm either that:

1. You have independently determined that you are healthy enough to engage in strenuous physical activity using the SQAI System, or

2. You have consulted with a licensed physician who has explicitly cleared you to use the SQAI System and engage in the associated physical activities.

If you experience any discomfort, pain, dizziness, or other health-related issues while using the System, you agree to immediately cease all use of the System and seek medical attention. If you believe you are experiencing a medical emergency, call 911 immediately.

Proper Use and Compliance with the SQAI User Manual

You agree to use the SQAI EMS System only as directed in the provided instructions and SQAI User Manual. You acknowledge that improper use of the SQAI System may increase the risk of injury. You agree to comply with all safety guidelines, warnings, and instructions provided by SQAI.

Third-Party Equipment and Content

The SQAI EMS System is designed and intended for use with SQAI-provided equipment and training content, unless specified otherwise in the SQAI User Manual. You acknowledge and agree that any use of the SQAI EMS System in conjunction with third-party equipment, accessories, or training content is undertaken entirely at your own risk. SQAI expressly disclaims any and all liability for any injuries, damages, or losses that may result from such use.

Pre-existing Conditions

You affirm that you do not have any pre-existing medical conditions that may be aggravated by use of the SQAI System, including but not limited to heart conditions, epilepsy, rhabdomyolysis, recent surgeries, or implanted electronic devices, including pacemakers. If you have any doubts about your ability to safely use the SQAI System, you agree to consult with a licensed physician before use.

Pregnancy and Other Conditions

You agree not to use the SQAI System if you are pregnant, may be pregnant, or have any condition that may be contraindicated for use with electro muscle stimulation.

Liability Waiver

To the maximum extent permitted by law, you agree that SQAI LLC, its officers, directors, employees, agents, affiliates, and representatives shall not be liable for any injury, damage, or harm that you may suffer as a result of using the SQAI EMS System, including but not limited to any direct, indirect, incidental, consequential, or punitive damages. This waiver applies to all claims arising out of or related to the use of the System, regardless of whether such claims are based on negligence, breach of contract, strict liability, or any other legal theory.

No Medical Advice

You acknowledge that SQAI is not a medical organization, and neither the SQAI EMS System nor any content, recommendations, or communications provided by SQAI constitutes medical advice, treatment, diagnosis, or prescriptions. You understand that SQAI personnel, content, and services are not intended to substitute for professional medical advice. You agree to consult with your own healthcare provider regarding any medical conditions, injuries, or other health concerns before using the System. The determination of whether you are fit to use the SQAI EMS System is solely your responsibility and/or the responsibility of your medical professional.

Release, Indemnification, and Hold Harmless Agreement

By using the SQAI EMS System, you agree to release, discharge, and hold harmless SQAI from any and all claims, demands, actions, or causes of action arising out of or connected with your use of the System. You further agree to indemnify and hold harmless SQAI from and against any and all losses, liabilities, damages, costs, or expenses (including legal fees) arising from your use of the System or any breach of this disclaimer and waiver.

You further agree that this release and hold harmless agreement applies not only to you, but also to your family members and spouse if you are currently living. If you are deceased, it will apply to your heirs, assigns, and personal representative. This agreement serves as a complete release, waiver, discharge, and covenant not to sue the parties named above as Releasees.

By using the SQAI EMS System, you affirm that you have read, understood, and agreed to this Health Disclaimer and Liability Waiver. You acknowledge that you are voluntarily engaging in activities that involve physical exertion and that you accept full responsibility for your health, safety, and well-being during such activities.

SECTION 3 – USER CONDUCT AND RESTRICTIONS – LICENSE TERMS

All aspects of our Website and App are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video & audio clips, and downloads. No material on the Website or App may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The SQAI trademark and logo are proprietary marks of SQAI, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by SQAI.

Videos, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of SQAI are protected by intellectual property and other laws. Except as expressly authorized by SQAI, you may not make use of its intellectual property. SQAI reserves all rights to its intellectual property not granted expressly in these Terms.

Subject to your continued strict compliance with these Terms, SQAI provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website and App.  You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

You agree not to use or attempt to use the Website or App, whether alone, or in conjunction with software or hardware, in any unlawful manner or a manner harmful to SQAI. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website and/or App or through use of any software or hardware including, but not limited to, refraining from:

• HARMFUL OR PROHIBITED ACTS Any dishonest or unethical business practice; any violation of the law; infliction of harm to SQAI’s reputation; hacking and other digital or physical attacks on the Website and/or App; scraping, crawling, downloading, screen-grabbing, or otherwise copying content on the Website and/or App and/or transmitting it in any way we haven’t specifically permitted; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website and/or App; framing or mirroring the Website and/or App; creating, benchmarking, or gathering intelligence for a competitive offering; infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; intercepting or expropriating data; deceptive manipulation of media; and the violation of the rights of SQAI or any third party;

• SPAMMING AND UNSOLICITED COMMUNICATIONS We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to SQAI’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

• OFFENSIVE COMMUNICATIONS Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, inciting, defamatory, libelous, harassing, or discriminatory; misleading, false, or misinforming; graphically violent; or solicitous of unlawful behavior.

• SENSITIVE INFORMATION You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to SQAI, any of the following information: social security numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.

SECTION 4 – OUR PRIVACY STATEMENT AND DATA PROCESSING ADDENDUM AND YOUR PERSONAL INFORMATION

We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website and/or App is governed by our Privacy Statement. SQAI reserves the right to modify its Privacy Statement and DPA in its reasonable discretion from time-to-time. Our Privacy Statement and DPA are incorporated into this Agreement by reference.

SECTION 5 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNTS

As a SQAI user, you may be required to create an account with SQAI. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your SQAI user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party.  You are also responsible for maintaining the confidentiality of proprietary or non-public information we may share with you.

Furthermore, except where disclosure is required for legal or regulatory purposes, you and SQAI agree that all information, items, records, data and other material provided, shall be kept in strict confidence, shall be used only for the purposes of such agreements, and shall not be disclosed by either party, or its agents, without, in each instance, the prior written consent of the other party; provided, however, that you acknowledge and agree that SQAI may disclose your information, without your consent or review, to the extent required or permitted by law. Each party agrees to take commercially reasonable precautions to prevent the unauthorized disclosure of such information. All products, manuals, materials, forms, facilities, ideas, concepts, techniques, and know-how used, prepared or developed by us, and any improvements extensions or modifications thereof, are and shall remain the exclusive property of SQAI and may not be used by you, your agents or others, without our prior written consent.

SECTION 6 – ORDER PLACEMENT AND ACCEPTANCE

If you order a service or product, payment must be received by us before your order is accepted.  We may require additional information regarding your order if any required information is missing or inaccurate, and may cancel or limit an order any time after it has been placed.  Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at [email protected] in order to modify or cancel your pending order.  We cannot guarantee that we will be able to amend your order in accordance with your instructions.

All items are subject to availability.  We will notify you if any item is not available, the expected availability date, and may offer you an alternative product or service.  If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order.  We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion.

Your purchase order of products and other services is conditioned on you re-affirming your acceptance of this Agreement.

All advertised prices are in, and all payments shall be in, U.S. Dollars.

SECTION 7 – SHIPPING FEES

Unless otherwise stated on the Website and/or App at the time of purchase, if we ship you a physical product, we reserve the right to add applicable shipping and handling fees to your order.  Unless otherwise stated, we will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed and verified order. Accurate shipping address and phone number information is required. Although we may provide delivery or shipment timeframes or dates, such dates are good-faith estimates and are subject to change.  If your order will be delayed, we will contact you at the email address you provided when placing your order. We shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery caused by any third-party carrier or other delivery service not owned or controlled by us.  The risk of loss and title for such items pass to you upon our delivery to any third-party carrier.

SECTION 8 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE AND APP

Products, services, and prices are generally posted at the following URL, but are subject to change: https://sqai.co. Price changes take effect as soon as they are posted on the Website. By accessing, using, subscribing or placing an order over the Website and/or App, you authorize SQAI to charge your account in the amount indicated for the value of the services you select. By your continued use of SQAI services, and unless you terminate your subscription (if a subscription is applicable) as provided herein, you agree that SQAI may charge your credit card monthly for the products and services you have selected, and you consent to any price changes for such services after email notice has been provided to you.

SQAI takes reasonable steps in an effort to ensure that the prices set forth on the Website and App are correct, and to accurately describe and display the items available on the Website and App.  If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

When ordering products or services, please note that SQAI does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive.  All sales are deemed final except as provided in these Terms. SQAI’s descriptions of, or references to, products or services not owned by SQAI are not intended to imply endorsement of that product or service, or constitute a warranty by SQAI.

SECTION 9 – TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS

SQAI is pleased to hear from users and welcomes your comments regarding our services and products.  SQAI may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it.  Testimonials may be used for any form of activity relating to SQAI’s services or products, in printed and online media, as SQAI determines in its sole and exclusive discretion.  Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your family may have using our services or products.  As set forth above, your results will vary depending upon a variety of factors unique to your situation beyond SQAI’s control. Note that testimonials, photographs, and other information that you provide to us will be treated as non-confidential and nonproprietary, and, by providing them, you grant SQAI a royalty-free, worldwide, perpetual, non-exclusive and irrevocable license to use them.

Additionally, SQAI reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use.  SQAI shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

SECTION 10 – DISCLAIMERS OF OTHER WARRANTIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE AND APP AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE AND APP. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE AND APP OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, APP, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE AND/OR APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE AND APP WILL BE CORRECTED, OR (F) THE WEBSITE, APP OR THE SERVER(S) THAT MAKE THE WEBSITE AND APP AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 11 – LIMITATIONS OF LIABILITIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL SQAI OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT INCLUDING THE PRIVACY STATEMENT AND DPA, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE, APP OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER SQAI HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

IN NO EVENT SHALL SQAI’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THE PAYMENTS PAID BY YOU TO SQAI.

SECTION 12 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS.  EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION.  YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.  YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, App, any product, service, or software, these Terms, or your relationship with us that cannot be resolved through such informal process or through negotiation within one hundred and twenty (120) days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof.  We agree that any claim we may have against you will also be subject to this arbitration provision, except as provided in Sections 13 and 14 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Miami, Florida, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration.  The AAA’s Rules are available at www.adr.org. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or SQAI.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules.  In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the substantive law of the State of Florida without regard to its conflicts of laws principles.  Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and SQAI agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party.  You and SQAI expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1-year period includes the one hundred and twenty (120) day informal resolution procedures described above).

This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives termination of your account or relationship with SQAI, bankruptcy, assignment, or transfer.

YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION.  HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

SECTION 13 – SQAI ADDITIONAL REMEDIES

In order to prevent or limit irreparable injury to SQAI, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of SQAI or a third-party, SQAI shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in  Miami, Florida restraining such breach, threatened breach, infringement, or threatened infringement.  Nothing in this Agreement shall be construed as prohibiting SQAI from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Miami, Florida for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

SECTION 14 – INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless SQAI, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website, App, software, products, or services, (2) information you submit or transmit through the Website and/or App, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third-party.

SECTION 15 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

If you believe that materials or content available on the Website and/or App infringes any copyright you own, you or your agent may send SQAI a notice requesting that SQAI remove the materials or content from the Website and/or App.  If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send SQAI a counter-notice. Notices and counter-notices should be sent to SQAI electronically at [email protected].

SECTION 16 – THIRD-PARTY LINKS

The Website and/or App may contain links to other websites.  SQAI assumes no responsibility for the content or functionality of any non-SQAI website to which we provide a link.   

SECTION 17 – TERMINATION

This Agreement will take effect (or shall re-take effect) at the time you click “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, complete a purchase, or begin installing, accessing, or using the App or System, whichever is earliest.  If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of SQAI or otherwise, we may terminate the Agreement or suspend your access to the Website and/or App at any time without notice to you. Certain sections of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with SQAI. Upon termination, you remain responsible for any outstanding payments to SQAI.

SECTION 18 – NO WAIVER

No failure or delay on the part of SQAI in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement.  A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by SQAI.

SECTION 19 – GOVERNING LAW AND VENUE

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website and/or App, or any matter concerning SQAI, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of State of Florida without regard to its conflicts of laws principles.  To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Miami-Dade County, Florida, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.  All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class wide or representative basis.

SECTION 20 – FORCE MAJEURE

SQAI will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

SECTION 21 – ASSIGNMENT

SQAI may assign its rights under this Agreement at any time, without notice to you.  Your rights arising under this Agreement cannot be assigned without SQAI’s (or its assigns’) express written consent.

SECTION 22 – ELECTRONIC SIGNATURE

All information communicated on the Website and/or App is considered an electronic communication.  When you communicate with SQAI through or on the Website and/or App or via other forms of electronic media, such as e-mail, you are communicating with the company electronically.  You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

SECTION 23 – CHANGES TO THE AGREEMENT

You can review the most current version of the Terms at any time.  We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement by posting updates and changes to our Website and/or App.  It is your responsibility to check our Website and App periodically for changes.  Your continued use of or access to our Website and/or App following the posting of any changes to the Agreement constitutes acceptance of those changes.

SECTION 24 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website and/or App; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not resell, re-distribute, or export any product or service that you order from the Website and/or App.  You further represent that SQAI has the right to rely upon all information provided to SQAI by you, and SQAI may contact you, your business, and any subaccounts you create by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website and/or App.

SECTION 25 – SEVERABILITY 

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

SECTION 26 – ENTIRE AGREEMENT

These Terms and any policies or operating rules posted by us on the Website and App or in respect to the Website and App constitutes the entire agreement and understanding between you and your business and SQAI and governs your access to and use of the Website and App and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and SQAI.  We may also, in the future, offer new services and/or features through the Website and/or App. Such new features and/or services shall also be subject to this Agreement, and any policies or operating rules posted by us on the Website and/or App. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

SECTION 27 – CONTACTING US

We encourage our customers to contact us with questions or comments about our products and services.  Please feel free to do so by emailing us at [email protected].

If you have any questions or inquiries concerning these Terms, you may contact SQAI at [email protected] or by regular mail at 11900 Biscayne Blvd, Suite 105, Miami, FL 33181.