Last updated: Nov 7, 2014
THESE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT THAT THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY (SECTION 17), (2) YOUR AGREEMENT THAT IQZIC.COM HAS NO LIABILITY REGARDING THE SERVICE (SECTION 18), (3) YOUR CONSENT TO RELEASE IQZIC.COM FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION 4) AND GENERALLY (SECTION 18), (4) YOUR AGREEMENT TO INDEMNIFY IQZIC.COM FROM CLAIMS DUE TO YOUR USE OR INABILITY TO USE THE SERVICE (SECTION 19), (5) YOUR CONSENT THAT EITHER PARTY HAS THE RIGHT TO COMPEL ARBITRATION (SECTION 20), AND (6) YOUR CONSENT THAT NO CLAIMS CAN BE ADJUDICATED ON A CLASS BASIS (SECTION 20).
1. IQzic Uses Discovery and Gaming to Incentivize Users to Collaborate with Content Creators IQzic.com is a platform for music discovery (Phase I) and funding enabling environment (Phase II). Through the Platform, including websites, email, and other media, the IQzic environment (Service) makes accessible various content. Some of said content being in a preliminary, "rough cut" or "demo" form, including, but not limited to, videos, photographs, images, artwork, audio clips, comments, ratings, performance and tracking data, text, software, scripts, collaborations, other material and information, and associated trademarks and copyrightable works (collectively, "Content"). Content Creators, and other visitors acting as a proxy for content creators, and users of the Service (collectively, "Users") may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content. "User Submissions" means any Content Submitted by Users.
2. IQzic Is A Transaction Infrastructure The Service is a communications platform for enabling communications and relationship building between Users. IQzic.com does not take part in any human element of the interaction between Users, meaing IQzic.com applies algorithms, process, and deterministic results to all users uniformly across all relevant content. IQzic.com does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any ratings provided by Users, Content provided by Users, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. IQzic.com makes no representations regarding user content. IQzic.com does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Service. Furthermore, although IQzic strives to only allow original and authenticated users, IQzic.com cannot confirm that each User is actually representative of the online ID they assume. When interacting with other Users personal best practices should be applied to limit the amount of personal information disclosed. IQZIC.COM AND/OR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. IQZIC.COM AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
3. Transactions There are no financial transactions between Users of any sort in Phase I of IQzic. Any and all transactions construed between users during Phase I is solely the responsibility of the respective Users. IQzic assumes no knowledge or responsibility of any said transaction borne from use of the Service. In Phase II, users of the Service pre-buy early versions of other users (singer, songwriter, artists, bands SSAB's) works. IQzic.com will not be a party to any contracts for services, however may draw predetermined and uniform fees from facilitating transactions. IQzic.com facilitates these contracts by supplying a medium for the exchange of money and digital content. Payment will be processed at the end of a completed content creation transaction. IQzic is not responsible, and discourages any and all transactions, outside the Service. Any reimbursement expenses that are incurred by a User in connection with the completion of a work, for example the production of a mastered high quality version of a rough demo version, shall be completed through the service.
4. Billing and Payment Policy During Phase II, Patron Users can purchase a limited edition demo recording of another Content Creator Users' work that has been loaded on the Service, with the notion that should said work reach a minimum number of purchases within a specific period of time, the Content Creator will provide, through the Service, each patron Users with a free single use, non -transferrable further refined "produced" version of the demo recording. Upon release of the produced recording, the Content Creator User will receive the original purchase funds less Service transaction fees. In the event, the minimum number of purchases are not made within the specified time period, the Service shall, at its own discretion, transfer the funds to a pool used to incentivize the creation of future musical works, or refund a portion of the funds to the Patron users, or refund a portion of the funds to the Content Creator, or retain the funds, or any/all of the aforementioned use of funds. During Phase II, all purchases and payments or reimbursement costs, fees or expenses associated with a transaction, unless using existing account credits, IQzic.com will charge your credit card, bank, or other payment service according to the amount agreed upon between you and IQzic.com for the use of the Service. The amount agreed upon will be determined upon User submittal of financial information and registration of payment method into the IQzic payment gateway. The specific payment plan chosen by the User will determine the amount and frequency of the payment. You hereby authorize us to charge, or put a hold on your credit card for such amounts. IQzic.com has no obligation to provide refunds or credits to payments already made to Content Creators or Patrons, but may grant them in extenuating circumstances, at IQzic.com's sole discretion, or to correct any errors made by IQzic.com, in each case in IQzic.com's sole discretion. You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on IQzic.com's income).
5. Privacy IQzic values the privacy of our Users and shall use reasonable efforts to ensure your private information is used in manners limited as needed to provide a positive user experience with IQzic. IQzic shall not resell personally identifiable information, unless explicitly agreed upon by the user. IQzic reserves the right to aggregate and use or sell any and all information in a manner which is "scrubbed" of personally identifiable information. IQzic.com collects personal information only if you voluntarily choose to input such information with IQzic.com. You may browse the Site without disclosing any personal information. However, in order for you to take advantage of services, and activities provided through the Service, we may require that you provide personal information. When you register your account, provide personal information for communication of any kind, complete forms for optional programs, surveys, contests and any other input, and through communications transmitted through the IQzic platforms we collect information including your name, address, phone number and email address. By using the Service, you agree to allow IQ Holdings LLC or its payment affiliates process and use the data obtained through usage of the Service.
6. Release The Service is only a means for facilitating Users interacting with each other in a manner that brings mutual value to each other. Because IQzic.com is not involved in the actual contact between Users or in the completion of the Content Creation, IQzic assumes no responsibility or accountability in said transaction. In the event that you have a dispute with one or more Users, you release IQzic.com (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with such disputes. IQZIC.COM EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS SERVICE.
7. Areas Accessible to Everyone
1. The Service may contain profiles, communication systems, threaded message boards, applications, texting or chat areas, news feeds, forums, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant. When using the Service activities that are not permitted Include, but are in no way limited to, the following:
1.1. to act in an abusing or threatening way;
1.2. to intimidate or impersonate anyone;
1.3. any illegal acts;
1.4. any infringement of intellectual property rights;
1.5. any commercial activities not approved in writing by IQzic
2. You will not to post, email, convey, or otherwise make available Content:
2.1. that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
2.2. that is pornographic;
2.3. that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner;
2.4. that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
2.5. that impersonates any person or entity, including, but not limited to, an IQzic employee, or falsely states or otherwise misrepresents your affiliation with a person or entity;
2.6. that Includes personal or identifying information about another person without that person's explicit consent;
2.7. that is false, deceptive, misleading, or deceitful;
2.8. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
2.9. that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;
2.10. that constitutes or contains any form of advertising or solicitation;
2.11. that includes links to commercial services or web sites;
2.12. that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law;
2.13. that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
2.14. that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
2.15. that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.
3. You agree not to:
3.1. contact anyone who has asked not to be contacted;
3.2. "stalk" or otherwise harass anyone;
3.3. collect personal data about other users for commercial or unlawful purposes;
3.4. use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service – unless expressly permitted by IQzic;
3.5. post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
3.6. adapt, alter, license, sublicense or translate the Service for your own personal or commercial use;
3.7. remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by IQzic.com;
3.8. attempt to gain unauthorized access to IQzic's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or IQzic's website; or
3.9. use any form of automated device or computer program that enables the submission of postings on IQzic without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals, or engage in any other acts which could be considered inconsistent with the spirit and purpose of the Service.
All submissions made to Public Areas will be public, and IQzic.com will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.
8. Credentials, and Security You are the only authorized user of your account. It is your responsibility to maintain the confidentiality of any password and account information provided by you or IQzic.com for accessing the Service. You are responsible for all activities that occur under your password or account. IQzic.com cannot control the use of any User's account and expressly disclaims any liability resulting said use. In the event you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to contact IQzic.com immediately.
9. Outside and Third Party Content Links (such as hyperlinks) from the Service to other sites on the Web do not constitute the endorsement by IQzic.com of those sites or their content. IQzic.com does not control any such sites, and is not responsible for their content. YOUR RELATIONSHIP WITH ANY THIRD PARTIES ENCOUNTERED THROUGH THE SERVICE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SAID THIRD PARTY SERVICE PROVIDERS. IQzic provides optional convenience to Users to access the Service platform with the credentials and account information of third party Social Networking Services. (SNS). IQzic.com makes no effort to review any Social Networking Service content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and IQzic.com is not responsible for any SNS Content. You acknowledge and agree that IQzic.com may access your e-mail address book associated with a Third Party Account and your contacts list for the purposes of identifying and connecting you to those contacts for further engagement on the IQzic platform. At your request made via e-mail to privacy@IQzic.com, IQzic.com will deactivate the connection between the Service and your Third Party Account and delete any information stored on IQzic.com's servers that was obtained through such Third Party Account.
10. No Solicitation Without limitation, the Service may not be used to promote or solicit for any other business, website or service. Request to do so must be expressly approved by IQzic.
11. Information Related To You "Personally Related Information" includes any information and materials you provide to IQzic.com or other Users in connection with your use of the Service. You are solely responsible for Personally Related Information, and we act merely as a passive conduit for your online distribution and publication of such information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to IQzic.com that Personally Related Information will not create liability for IQzic.com or cause IQzic.com to lose (in whole or in part) the services of its ISPs or other partners or suppliers. The Service hosts User Generated Content including reviews, implicit and explicit, of other Users. These reviews can be opinions, and have not been verified by IQzic.com and each User should undertake their own research to determine whether to enter into a financial relationship of any type with other Users. You agree that IQzic.com is not liable for any User Generated Content. You hereby grant IQzic.com a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in your Personally Related Information.
12. Employment and Withholding The Service is not an employment service. IQzic therefore does not withhold any taxes unless expressly required by a taxing authority. Any funds provided to Content Creators are the therefore the responsibility of said Content Creator to report to all taxing authorities for which they reside.
13. Termination IQzic.com may terminate or suspend your right to use the Service at anytime for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. Without limitation, IQzic.com may terminate or suspend your right to use the Service if you breach any term of this Agreement or any policy of IQzic.com posted through the Service from time to time, or if IQzic.com otherwise finds that you have engaged in inappropriate and/or offensive behavior. If IQzic.com terminates or suspends your right to use the Service for any of these reasons, you will not be entitled to any refund of unused balance in your account. In addition to terminating or suspending your account, IQzic.com reserves the right to take appropriate legal action, Including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Service is terminated or suspended, this Agreement will remain enforceable against you.
14. Intellectual Property Rights All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the Service is owned by IQzic.com, excluding User Generated Content that IQzic.com has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. IQzic.com owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without IQzic.com's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of IQzic.com and, if applicable, the holder of the rights to the User Generated Content. The service marks and trademarks of IQzic.com, Including without limitation IQzic.com and the IQzic.com logos are service marks owned by IQzic.com. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
15. Copyright If you reasonably believe that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to IQzic.com's legal@IQzic.com:
16. Confidential Information You shall protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to IQzic.com upon termination of this Agreement for any reason whatsoever.
17. Disclaimer of Warranties USE OF IQZIC AND RELATED SERVICES IS WHOLLY AT YOUR OWN RISK. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IQZIC.COM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. IQZIC.COM DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND IQZIC.COM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER IQZIC.COM NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT CREATION OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. NEITHER IQZIC.COM NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. IQZIC.COM AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
18. No Liability YOU ACKNOWLEDGE AND AGREE THAT IQZIC.COM IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABLITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD IQZIC.COM, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY IQZIC.COM OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL IQZIC.COM, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT IQZIC.COM OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO IQZIC.COM.
19. Indemnification You hereby agree to indemnify, defend, and hold harmless IQzic.com, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, Including attorneys' fees and costs incurred, in connection with your use or inability to use the Service. IQzic.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of IQzic.com.
20. Dispute Resolution INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and IQzic.com agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to IQzic.com. IQzic.com's address for such notices is IQ Holdings, LLC legal@IQzic.com BINDING ARBITRATION. If you and IQzic.com are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $5,000, IQzic.com will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and IQzic.com may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Fairfield County, Connecticut with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and IQzic.com agree that any arbitration will be limited to the Dispute between IQzic.com and you individually. YOU ACKNOLWEDGE AND AGREE THAT YOU AND IQZIC.COM ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and IQzic.com otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section will be deemed null and void. LOCATION OF ARBITRATION. Arbitration will take place in Fairfield County, Connecticut. You and IQzic.com agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Connecticut state and Federal courts located in Fairfield, California have exclusive jurisdiction and you and IQzic.com agree to submit to the personal jurisdiction of such courts.
21. Governing Law You and IQzic.com agree that, other than as set forth under the subsection entitled "Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding" in Section 20 above, if any portion of Section 20 entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" in Section 20 is found to be illegal or unenforceable, neither you nor IQzic.com will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Fairfield County, Connecticut, and you and IQzic.com agree to submit to the personal jurisdiction of that court. Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of Connecticut, without regard to choice of law principles.
24. General Provisions Failure by IQzic.com to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and IQzic.com with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of IQzic.com, its successors and assigns.