Terms of Service

These Terms of Service ("Terms") are entered into by and between Qinsay Inc. ("Company," "we," "us," or "our"), a Delaware corporation with a mailing address at PO Box 24501, Federal Way, WA 98023, and the entity or individual ("Customer" or "you") with respect to your access to and use of our products and services (collectively, the "Services"), including but not limited to TabletopOne. If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization.

By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional guidelines, policies, or documents referenced herein, including the Privacy Policy.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. It is your responsibility to periodically review these Terms to stay informed of updates. You will be deemed to have accepted revised Terms by continuing to use the Services after the date such revised Terms are posted.

If you do not agree with these Terms, in whole or in part, you must refrain from using the Services.

Services. “Services” means the software, software development, consulting, advisory, and other professional services provided by Qinsay Inc. under these Terms or an applicable Order Form or Statement of Work (“SOW”). Any investment-related opportunities are governed by separate agreements and are excluded from these Services.

Service Delivery and Disclaimers. Except as expressly agreed in writing, Services are provided “AS IS” and “AS AVAILABLE,” to the maximum extent permitted by law. Qinsay does not guarantee uninterrupted or error-free operation, specific outcomes, or compliance with any legal, regulatory, or industry standard. Professional services will be performed in accordance with the applicable SOW, which controls scope, deliverables, and fees.

Changes and Discontinuation. Qinsay may add, modify, suspend, or discontinue Services or features at its discretion. If Qinsay permanently discontinues a paid Service before the end of its committed subscription term, Customer's sole remedy for that discontinuation is a pro-rata refund of prepaid fees for the unused portion, unless otherwise agreed in writing or required by law. Discontinuation of Evaluation Services or Beta Features is governed by the applicable provisions of these Terms.

Our Intellectual Property. We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your authorized business purposes only.

Your Use of Our Services. Subject to your compliance with these Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

• Access the Services; and
• Download or print a copy of any portion of the Content to which you have properly gained access, solely for your authorized business purposes.

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us voluntary feedback or suggestions about the Services ("Submissions"), you grant us a perpetual, non-exclusive, worldwide, royalty-free license to use that Submission to improve and develop the Services. You agree that we may use such Submission for product improvement and development, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). You understand that Contributions may be viewable by other users of the Services. When you post Contributions, you grant us a license (excluding the use of your name, trademarks, and logos without permission): By posting any Contributions, you grant us a limited, non-exclusive, worldwide, royalty-free license to use, copy, reproduce, distribute, store, display, and otherwise process Contributions solely to provide the Services or as you authorize.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services, you confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading. For clarity, "Customer Data" means information submitted to or generated through the Services for Customer, excluding Qinsay’s preexisting intellectual property. Customer retains ownership of Customer Data, and the foregoing Contributions license does not apply to Customer Data.

By creating an account, clicking 'I Agree', or accessing the Services, you affirmatively represent and warrant that: (1) you have read, understood, and agree to be bound by these Terms; (2) all registration information you submit is true, accurate, current, and complete; (3) you have the legal capacity to enter into this agreement on behalf of yourself or the entity you represent; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

Fees and Payment. Fees, payment methods, billing schedules, and applicable payment terms are determined by the Service purchased and specified in the applicable Order Form, Statement of Work ("SOW"), subscription plan, or other written agreement. You agree to provide accurate billing information and pay all applicable fees when due. Unless otherwise agreed, payments are in U.S. dollars and exclude applicable taxes, which are Customer's responsibility, other than taxes on Qinsay's net income. Qinsay reserves the right to suspend Services for overdue, undisputed payments upon reasonable notice.

Billing and Renewal. Subscription terms, billing frequency, and renewal conditions are governed by the applicable Order Form or subscription agreement. Subscriptions automatically renew only where expressly agreed, subject to applicable law.

Cancellation. You may cancel subscriptions in accordance with the applicable agreement by contacting us or using any available cancellation mechanism. Unless otherwise agreed, cancellation takes effect at the end of the current paid term, and fees are nonrefundable except as expressly provided in these Terms, the applicable agreement, or required by law.

Fee Changes. Qinsay may modify its fees upon reasonable notice. Changes will apply to future purchases or renewal periods unless otherwise agreed in writing or permitted under the applicable agreement.

Scope and Availability. Qinsay may offer trials, sandboxes, pilots, previews, pre-release functionality, and beta features ("Beta Features") (collectively, "Evaluation Services"). Evaluation Services are provided for testing and evaluation purposes unless Qinsay expressly authorizes otherwise in writing. Qinsay determines the duration, scope, availability, and applicable limitations and may modify, restrict, suspend, or discontinue Evaluation Services at any time, subject to applicable law and any express written commitments.

Experimental Nature and Disclaimer. EVALUATION SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTIES, PERFORMANCE GUARANTEES, SERVICE LEVEL COMMITMENTS, OR GUARANTEED SUPPORT, MAINTENANCE, OR DATA RESTORATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Evaluation Services may contain defects, change materially, or never become generally available. Customer assumes the risks associated with their use. This disclaimer also applies to Beta Features offered within paid subscriptions.

Sandbox Environments and Data. Sandboxes are intended solely for testing using synthetic, fictional, or demonstration data. Customer must not upload real personal information, confidential production information, protected health information, regulated data, or other restricted information. This restriction does not prohibit account and authentication information necessary to operate the Services. Qinsay may reset, overwrite, or delete sandbox content at any time without notice and has no obligation to back up, preserve, or restore such content. Customer is responsible for maintaining any copies it wishes to retain.

Confidentiality and Beta Features. All nonpublic Evaluation Services, including unreleased features, functionality, designs, documentation, and performance information, constitute Qinsay's Confidential Information. Customer may not disclose such information or publicly publish screenshots, benchmarks, test results, or reviews revealing nonpublic Evaluation Services without Qinsay's prior written consent, except as required by law. Qinsay may modify or discontinue Beta Features at any time, including during a paid subscription, without any separate refund attributable to those features, except as required by law or expressly agreed in writing.

Feedback and Intellectual Property. Customer grants Qinsay a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, and incorporate feedback, suggestions, and product improvement recommendations voluntarily provided regarding Evaluation Services, without compensation. This provision does not transfer ownership of Customer Data or authorize disclosure of Customer Confidential Information.

Termination and Commercial Use. Qinsay may terminate Evaluation Services or evaluation access at its discretion, subject to applicable law and expressly agreed written commitments. Unless otherwise authorized in writing, Evaluation Services may not be used for production operations or client deliverables. Production pilots require Qinsay's express authorization.

Relationship to Other Terms. This Section governs Evaluation Services notwithstanding conflicting general-service provisions, except where an expressly accepted Order Form provides otherwise. Applicable confidentiality, data protection, and legal obligations remain in effect. Discontinuation of Beta Features does not eliminate separately agreed commitments for generally available paid Services.

You may not access or use the Services for any purpose other than that for which we make the Services available. Authorized commercial and client-facing use under an applicable Order Form or SOW is permitted.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or use the Services or Content outside the scope of authorized commercial activities.
• Use the Services to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

These Terms shall remain in full force and effect while you use the Services. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for material breach, unlawful conduct, security risks, or other grounds permitted by these Terms, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Services or suspend or terminate your account and handle Customer Data subject to applicable contractual retention and deletion obligations.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Upon termination, any licenses granted to you shall cease, and you must discontinue all use of the Services.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability except as expressly provided in these Terms or required by law for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

These Terms shall be governed by the laws of the State of Washington, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of state and federal courts located in Washington for disputes not subject to binding arbitration under these Terms.

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration. Any dispute arising from the relationships between the Parties to these Terms shall be determined by one arbitrator who will be chosen in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the arbitrator's decision will be final and binding. The arbitration will be conducted in English, in Washington, United States, and the arbitral decision may be enforced in any court. The prevailing party will be entitled to costs and attorneys' fees.

Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

The Services are provided on an as-is and as-available basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services' content or the content of any websites or mobile applications linked to the Services and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, (5) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services.

In no event will we or our directors, employees, or agents be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain applicable laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Notwithstanding anything to the contrary in this section or elsewhere in these Terms, nothing in these Terms shall exclude or limit Qinsay Inc.’s liability for: (a) gross negligence, willful misconduct, or intentional fraud; (b) death or personal injury caused by its negligence; or (c) any other liability that cannot be excluded or limited under applicable law.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) Customer Data that infringes third-party rights; (2) unlawful or unauthorized use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Except as expressly agreed in a written service commitment, you are responsible for maintaining appropriate copies of data you submit. You agree that we shall have no liability to you for any loss or corruption of any such data, subject to the Limitations of Liability and applicable law. Customer retains ownership of Customer Data, subject to Qinsay’s rights in its software and preexisting intellectual property.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. To the extent permitted by applicable law, you waive requirements for an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

These Terms, together with accepted Order Forms, SOWs, and any documents expressly incorporated by reference constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Qinsay Inc. PO Box 24501 Federal Way, WA 98023 United States

Email: info@qinsay.com