Last Revisions on September 22nd, 2022
Acceptance of ToU
We know these ToU’s aren’t very exciting to read. However, by accessing our Online Services, it is assumed that you have read this ToU and that you agree to comply and be legally bound by the terms and conditions it sets out, which is why you really should stick it out and read the whole thing.
Changes to ToU
From time to time, we may need to make changes to this ToU and may do so at any time. The date at the top of this ToU represents when this ToU was last revised. It is important to check this ToU from time to time to ensure that you are all up to date. By continuing to access or use our Online Services after a change has occurred, you agree to be bound by our updated ToU.
Third-Party Websites and Online Services
Our Online Services may contain links to third-party websites, or we may utilize services that are not owned or controlled by QQL. Be aware that we have no control over and assume no responsibility for any third-party website or service's content, privacy policies, or practices. We do not warrant the offerings of any third party and are not responsible or liable for any damage or loss caused, or alleged to be caused, by your use or reliance on content, goods, or services available through third parties. We strongly advise you to read the terms and conditions and privacy policies of any third-party website or service you engage with.
WALLET TRANSFERS INITIATED THROUGH OUR SITE AND SUBSEQUENT SALES ARE FACILITATED AND RUN BY THIRD-PARTY ELECTRONIC WALLET PROVIDERS AND PAYMENT PROCESSORS, AND BY USING OUR SITE, YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICIES FOR THESE APPLICABLE THIRD PARTIES.
Description of Our Online Services
QQL is an innovative platform that allows users to interact with our unique algorithms to customize and experiment with generative art. All users of QQL (the “Users”) will be able to interact with the platform, customize pieces of generative art, and download the resulting work for personal, non-commercial use. Users that connect their wallet are able to save their custom piece of generative art (the “Work”) in their queue and label Works in their queue as favorites. Users that connect their wallet and purchased a QQL token via our auction hosted on Archipelago (“Minters”) can mint Works that they create on the QQL platform as NFTs. Minters can then sell their NFT on OpenSea or Archipelago, subject to these Terms and the terms of the third-party site. We may introduce new services and features to the QQL platform from time to time, which will also be subject to this ToU.
What are Non-Fungible Tokens (NFTs)?
“Non-fungible tokens” are built up of data that are then stored on the blockchain (a digital ledger). The word fungible means interchangeable or replaceable; so a token that is non-fungible is a token that can’t be replaced: it’s unique. When a person purchases that non-fungible token, they are purchasing a unique code that gives access to a particular version of the content.
What is QQL's Role?
QQL provides an immersive platform allowing Users to experiment with our algorithms and customize generative art. If a Minter chooses to sell their custom Work, all sales are processed through third-party platforms (e.g., OpenSea, Archipelago, MetaMask, WalletConnect). We are not a broker, financial institute, or creditor.
Connecting to QQL
Want to just browse our Online Services? Go right ahead; no account or third-party connection is needed to simply create Works by experimenting with our algorithms. However, if you want to save, favorite, mint or sell a Work you customized, you need to follow these steps:
You may also be required to create other third-party accounts to interact with our other Online Services, such as our social media platforms. We are not liable and do not have access to these third-party accounts.
QQL Minting & Sales
All NFT transactions require the payment of a transaction fee for every transaction that occurs on the blockchain network, including the minting of a Work on QQL (often referred to as “Gas Fees”). You will be solely responsible for all such Gas Fees and understand that the value of Gas Fees often change, are unpredictable, and are outside the control of QQL. Transactions via QQL will not be held invalid, revocable, or otherwise unenforceable on the basis that Gas Fees charged for minting an NFT were unknown, too high, or otherwise unacceptable. Gas Fees are paid via your connected wallet at the time of minting the Work. Gas Fees are priced and payable in ether (ETH).
Our Intellectual Property
Your use of the QQL Site and Online Services does not grant or transfer you any rights, title, or interest in any of our intellectual property. You are not permitted to copy, distribute or otherwise exploit any copyrighted content that we have created and published on our Online Services or any of our trademarks or service marks such as the QQL name, logo, domain name, and any other branding that is indicative of QQL, without our express written permission. We may use some open source or licensed third-party content in our Online Services, for example, fonts and graphics, and we do not make any claim of ownership to such content.
QQL’s Rights in the Works
We are excited to have you experiment with our algorithms and generate custom art as either a Minter or a User. We hope you enjoy the experience and the resulting Work. We put a lot of work into these algorithms and, unless we expressly state otherwise, QQL is the exclusive owner of all right, title, and interest in and to the results and proceeds of Works customized on the Site including all copyrights, other intellectual property rights, and exploitation rights, in perpetuity, throughout the universe, in any and all media, except as otherwise stated within this ToU.
By continuing to use the Online Services, you irrevocably and unconditionally:
Grant of License to All Users
QQL grants to all Users a limited, non-exclusive, non-transferable, revocable license to access and use QQL Online Services and to customize, download, adapt, display, and share the Works for personal, non-commercial purposes only provided QQL is appropriately credited as the owner, and you indicate if changes have been made to the Work. QQL reserves the right to terminate this license at any time, for any reason.
YOU UNDERSTAND THAT CUSTOMIZATION OF A WORK DOES NOT MEAN THAT YOU OWN INTELLECTUAL PROPERTY OWNERSHIP RIGHTS IN SUCH MATERIAL OR CONTENT AND THAT YOU DO NOT HAVE COMMERCIAL REPRODUCTION RIGHTS OR ANY OTHER RIGHTS REGARDING THE MATERIAL OR CONTENT BEYOND THE LIMITED NON-COMMERCIAL LICENSE GRANTED ABOVE. THE RESULTS AND PROCEEDS OF YOUR CONTRIBUTIONS TO THE WORKS ARE TRANSFERRED TO US IN ACCORDANCE WITH THIS AGREEMENT.
For purposes of clarity, you may not:
Minters’ Rights, Restrictions & Royalty Entitlement
When you purchase a QQL Token, in addition to the aforementioned license granted to all Users, QQL additionally grants you a limited, non-exclusive, non-transferable, irrevocable license to:
Notwithstanding anything in this ToU to the contrary, you will have ownership in the legal title of the QQL Token and upon minting a Work you will have ownership in the legal title of the NFT asset minted (excluding intellectual property rights) and such ownership will be recorded on the blockchain in connection with the NFT. The ownership in the QQL Token, NFT and license granted in this ToU applies only as long as you continue to own title to the QQL Token and/or NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of the QQL Token or NFT for any reason, the new owner will assume legal title in the QQL Token/NFT and the license granted in this ToU will immediately expire, resulting in you having no further rights in or to the QQL Token/NFT beyond the right to collect royalties on subsequent sales from the NFT (if the NFT is sold as opposed to the QQL Token) as set forth in this ToU.
YOU UNDERSTAND THAT MINTING OF A WORK DOES NOT MEAN THAT YOU OWN INTELLECTUAL PROPERTY OWNERSHIP RIGHTS IN SUCH MATERIAL OR CONTENT AND THAT YOU DO NOT HAVE COMMERCIAL REPRODUCTION RIGHTS OR ANY OTHER RIGHTS REGARDING THE MATERIAL OR CONTENT BEYOND THE LIMITED NON-COMMERCIAL LICENSE GRANTED ABOVE. THE RESULTS AND PROCEEDS OF YOUR CONTRIBUTIONS TO THE WORKS ARE TRANSFERRED TO US IN ACCORDANCE WITH THIS AGREEMENT.
For purposes of clarity, you may not:
Assumption of Risk Associated with NFTs
QQL is not liable for any losses, damages, or claims, including, but not limited to, any loss of use, loss of profits, or loss of data arising out of your purchase of NFTs in connection with our Online Services or otherwise. QQL Online Services are provided on an “as is” basis without any WARRANTIES OR GUARANTIES of any kind regarding your use of NFTs or regarding the laws and regulations surrounding NFTs in your jurisdiction. By using QQL Online Services, you assume all risks associated with NFTs. You warrant that you understand that the risk of loss in the investment of NFTs can be substantial and understand that NFTs are volatile in price fluctuations.
You are solely responsible for the following:
To ensure that the QQL Platform is enjoyable for everyone, we have established some ground rules you must follow while using our Online Services. By using our Online Services, you agree that you will not:
Third-Party Social Networking
Suspension and Termination of Users
QQL will make best efforts to notify you if we have a reason to believe that you have violated this ToU and may issue you a written warning outlining the behavior we believe is in violation. However, we reserve the right to suspend or terminate your access to our Online Services without warning at any time.
You are free to voluntarily disconnect your wallet from our Site using the same third-party site that you used to connect your wallet. After disconnecting your wallet, we cannot guarantee that your Works will be able when you reconnect your wallet. We cannot guarantee that ALL information you have previously provided to QQL will be deleted when you disconnect from QQL, and we reserve the right to keep some information as required by law or necessary for our legitimate business purposes.
We respect the intellectual property rights of others. It is our policy to respond to and investigate any claim that content posted on our Online Services infringes on the copyright or other intellectual property rights of any person or entity. If you are a copyright owner or an authorized agent of a copyright owner, and you believe that content on our Online Services infringes on another copyrighted work, please submit your claim via email to firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement. In accordance with 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (DMCA), your claim must include:
Please be aware that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims relating to content that you report as being allegedly infringing in nature.
Testimonials & Reviews Disclaimer
Our Online Services may contain testimonials and reviews of our Online Services by our Users. While based on the real-life experiences and opinions of such Users, such opinions do not reflect the experiences of all of our Users, and User experiences with our Online Services may vary. The views and opinions in such reviews and testimonials solely belong to the User and do not reflect our views and opinions.
Representations and Warranties
By using QQL’s Online Services, you represent and warrant that:
Limitation of Liability
IN NO EVENT WILL QQL BE LIABLE FOR ANY CLAIMS IN REGARDS TO USER-GENERATED CONTENT, FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, FAILURE TO KEEP NFT WALLET OR PERSONAL INFORMATION CONFIDENTIAL, LOSS OF USE, LOSS OF DATA, CHANGES TO THE ONLINE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF ONLINE SERVICES, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACHES, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE THAT ARISE AS A RESULT OF YOUR USE OF OUR ONLINE SERVICES. IN NO EVENT WILL QQL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY US DOLLARS (USD $50). IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, QQL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAVE BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN YOU AND QQL.
You agree to indemnify and hold QQL harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs), resulting from:
User hereby releases and forever discharges QQL (and our officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to QQL, the QQL Online Services (including any interactions with, or act or omission of, other Users, or any third-party links and ads). IF USER IS A CALIFORNIA RESIDENT, USER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Use by Minors
Our Online Services are not targeted or intended to be used by people under the age of majority, and minors under the age of 13 are expressly prohibited. Permitted minors must have permission from their parent or guardian before accessing our Online Services. A parent or guardian who has permitted a minor to access our Online Services agrees to this ToU on behalf of the minor and is solely responsible for exercising supervision over the minor’s activities while using our Online Services.
Privacy, Cookies, and Data Protection
QQL Online Services are controlled, operated, and administered from our offices within the United States of America and are not intended to be subject to the laws or jurisdiction of any country outside of the United States of America. WE DO NOT REPRESENT OR WARRANT THAT OUR PLATFORM AND ONLINE SERVICES ARE APPROPRIATE, LEGAL, OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA. Those who choose to access QQL outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. We reserve the right to limit our Online Services, in whole or in part, to any geographic location or jurisdiction we choose.
THIS SECTION OF OUR ToU SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. PLEASE ENSURE THAT YOU READ THIS SECTION CAREFULLY AND FULLY UNDERSTAND THIS SECTION BEFORE USING AND ACCESSING OUR ONLINE SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOU AND ANY TERMINATION OF YOUR ACCESS TO OUR ONLINE SERVICES.
At QQL, we hope that we can work out any complaints or differences that we may have with you respectfully and calmly. If you have any concerns about the Online Services that QQL provides, please reach out to us to let us know. If we cannot work out our differences together, then the following mandatory binding arbitration will apply to resolve the dispute.
The binding arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (the “AAA”) and administered by the AAA. Arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the claim occurs or within one (1) year of the party asserting the claim and becoming reasonably aware of the act or omission giving rise to the claim. If applicable law prohibits a one-year statute of limitations for asserting claims, claims must be asserted within the shortest period of time permitted by the applicable law. If an arbitrator determines a claim to be frivolous, you agree to reimburse QQL for all fees associated with the arbitration, including attorneys’ fees and arbitration costs.
You agree to waive any right to participate in a class or representative action or proceeding and warrant that any claims brought against QQL will be initiated only in your individual capacity. Any relief awarded by an arbitrator or otherwise will not affect other Users of QQL Online Services.
Survival of Terms Beyond Termination
Waiver and Severability
Applicable Law and Jurisdiction
PO Box 18142, Austin, TX 78760