Terms of Use

Effective Date: November 14, 2017

Acceptance of the Terms of Use

These Terms of Use ("Terms of Use") constitute a legally binding agreement between you ("User" or "you" or "your") and InQ Corporation ("InQ" or "we" or "us"). The following terms and conditions, govern your access to and use of InQ’s mobile application for iOS and Android devices (the "App"), and your access to and use of InQ's website located at http://in-q.org/ (the "Website") including any content, functionality and services offered on or through the Website (the "Internet Services") (the Website, the Internet Services, and the App, are collectively referred to as the "InQ Platform"), whether as a guest, a registered user, or a service provider.

Please read these Terms of Use carefully before you start to use the InQ Platform. By installing the App, by otherwise accessing or using any aspect of the InQ Platform, or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree that you have read, understood, and agree to be bound and abide by these Terms of Use.



MATERIAL TERMS AND NOTICES

As provided in greater detail in these Terms of Use (and without limiting the express language of these Terms of Use), you acknowledge the following:

The InQ Platform connects you to other users of the App. You are neither an employee or subcontractor of InQ.

The InQ Platform and App is licensed to you, not sold to you, and you may use the InQ Platform and App only as set forth in these Terms of Use;

The use of the InQ Platform and App may be subject to separate third-party terms of service and fees, including, without limitation, such terms of service and fees charged by your mobile network operator (the “Carrier”), including fees charged for data usage and overage, which are your sole responsibility; You consent to the collection, use, and disclosure of your personally identifiable information to accept and pay for services.

Access to certain features of the InQ Platform may require access to information about the location of your device, such as GPS coordinates;

We may, without further notice or warning and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users (as defined in Section 2) that occur through the InQ Platform for our business purposes, including to provide and improve customer service and the InQ Platform, fraud prevention, and to identify violations of this Agreement;

You agree not to circumvent the InQ Platform by scheduling and/or paying for services outside the App; and,

1. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion.

2. InQ Platform Connects Users

The InQ Platform provides a marketplace or communication platform where independent, selfemployed individuals (Service Providers) can locate potential customers, both individuals and businesses that reside in the United States ("Customers"), that are seeking to obtain assistance with the performance of small jobs around their homes. The InQ Platform also provides social marketing assistance, payment processing, and other digital services. Each Service Provider and Customer is a "User" for purposes of these Terms of Use. Each User shall create an account that enable such User to access the InQ Platform. Service Providers must have their Service Provider account approved prior to accessing the Service Provider functions through their User account. For purposes of this Agreement, the services provided by Service Providers to their Customers that are scheduled through the InQ Platform shall be referred to as the "Services". The Service Providers may decide which services to accept through the InQ Platform.

Unless otherwise disclosed, Service Providers are deemed to be unlicensed. Please note that in certain markets Service Provider may be required to have a license to perform certain Services that will exceed a monetary threshold. Customers should consult their state or local requirements to determine whether certain Services are required to be performed by a licensed professional.

3. Service Provider Background and Identity Check Process

InQ checks the backgrounds of each Service Provider using a third-party background check service that includes, but is not limited to, a sex offenders registry check, county, state, federal and national criminal records check, and domestic and international terrorist watchlist check. InQ also requires each Service Provider to submit to InQ a government issued photo ID and a profile picture. Although InQ performs background and identity checks on each Service Provider, InQ cannot confirm that each Service Service Provider is who they claim to be and therefore, InQ cannot and does not assume any responsibility for the accuracy or reliability identity or background check information or any information provided through the Service.

4. Job Fees for Services and Additional Services

a. Job Fee. Customers shall be charged pursuant to the rates quoted via the InQ Platform at the time the Service is scheduled. As a Customer, you shall be responsible for all incurred Job Fees charged under your User account regardless of your awareness of such Job Fees or the amounts thereof. Similarly, as a Service Provider, you agree that the Job Fees for the Services that you perform shall be the amount, 3% of the job value, disclosed to you prior to your acceptance of a Service regardless of your awareness of such Job Fees or the amount thereof. Material fees are not included and are reimbursable expenses.

b. Additional Services. When all pre-scheduled Services are completed, the Users may agree to the performance of one or more additional Services before a Service Provider departs the Customer's location. Users may only schedule and accept an Additional Service if (i) the performance and completion thereof does not conflict with a Service Provider's existing appointments; (ii) it is not an Excluded Service (as defined below); and (iii) does not violate these Terms of Use. The Job Fee for Additional Services shall be the rate agreed to by the Users as confirmed by both parties through the InQ Platform, which Job Fee shall not exceed $400 for any single Additional Service.

c. Excluded Services. Users hereby agree not to schedule or perform any of the following as Services or Additional Services thought the InQ Platform (collectively, the "Excluded Services"): Services that require a permit, including, but not limited to, remodeling, plumbing and electrical projects;

Services that requires a license or certificate;

Services that are professional services, including, but not limited to, services performed by lawyers, actuaries, accountants, architects, engineers, health professionals, medical professionals, financial advisers, management consultants, or investment advisors;

5. Payments

a. Payment Processing Service. To facilitate payment for the Services, each User is required to register a credit card and Service Provider is required to register using the Service Provider's bank account details. You authorize us, and the payment processing service retained by us (currently, Stripe) to facilitate the transaction of the Services and the payment remittance of all applicable charges and fees between you and other Users and between you and us. All payments transacted through Stripe shall be subject to the Stripe Connected Account Agreement, located at https://stripe.com/connect/account-terms, which includes the Stripe Terms of Service, located at https://stripe.com/us/terms (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of InQ facilitating payment processing services through Stripe, you agree to provide InQ accurate and complete information about you.

b. Customer Payments. As a Customer, we will charge your credit card according to the amount of all Services and Additional Services, if any, you scheduled through the InQ Platform, which amount will include: (i) the Job Fee applicable to the Services or Additional Services that were provided to you by your Service Provider; (ii) any out of pocket expenses that were published in connection with the Services (e.g. dump fees); (iii) any out of pocket expenses for materials and related delivery fee, if any, agreed to by and between you and your Service Provider through the InQ Platform. You hereby authorize us to charge the credit card on file in your account for such amounts upon the earlier of your verification of the completion of the scheduled Services or as soon as two (2) hours after a Service is completed, if there is no filed complaint with respect to such Service or if such complaint has been otherwise resolved as determined by InQ in its sole discretion. We retain the right, in our sole discretion, to place a hold on your credit card for an ordered or completed Service transaction. Any payments paid outside of the InQ Platform are not subject to the InQ Guarantee and is a violation of the terms of this Agreement.

Except for the InQ Guarantee, no refunds or credits will be provided once the Customer's credit card has been charged. While we will use commercially reasonable efforts to protect all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. The Job Fee quoted is exclusive of taxes. InQ is not responsible or liable for any taxes incurred in connection with the Service excluding taxes on InQ's income. Customers will be liable for all transaction taxes on the Service(s) provided (other than taxes based on InQ's income).

c. Service Provider Payments. As a Service Provider, upon your satisfactory performance a Service and any Additional Services for your Customers as an self-employed service Provider through the InQ Platform, and upon your Customer’s payment for such Services, you will receive the following: (i) the applicable Job Fee for the Service; (ii) any out of pocket expenses that were published in connection with a Service; (iii) any out of pocket expenses for materials and related delivery fee, if any, as agreed to by you and your Customer through the InQ Platform. InQ will process all payments due to you through its third-party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law. You expressly authorize InQ to pre-set the prices.

i. Use Fee. As a Service Provider, in exchange for permitting you to offer your services through the InQ Platform, you agree to pay InQ a fee of up to forty percent (40%) based on each transaction in which you provide Services and, if any, Additional Services (the "Use Fee"). The amount of the applicable Use Fee will be communicated to before using the InQ Platform. InQ reserves the right to change the Use Fee at any time in InQ's discretion and InQ will provide you with notice in the event of such change. Continued use of the InQ Platform after any such change in the Use Fee calculation shall constitute your consent to such change.

d. Promotions. InQ, at its sole discretion, may make available promotions with different features to any of our Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with InQ. You are not required to participate in promotions.

6. InQ Guarantee

Our InQ Guarantee is that the Service you order and pay for will be performed as described in the description of the Service when you ordered it. If you have ordered and paid for a Service but you believe the Service was not performed in accordance with the InQ Guarantee you must report the issue within twenty-four (24) hours of the Service appointment to our Support Center at support@in-q.org and respond to all follow up questions requested of you from the Support Center and you may be eligible for the InQ Guarantee. The "InQ Guarantee " are as follows: if we determine that a Service does not meet the InQ Guarantee we will, in our sole discretion, either refund the payment you actually made for such Service, or have the applicable Service re-performed. If the Service is re-performed but we determine the re-performance still does not meet the InQ Guarantee, we will refund the payment actually made for such Service. The amount of the InQ Guarantee is limited to any payment you made for the Service. The InQ Guarantee does not apply to any other cost, liability, damage, injury, or claim arising from or in connection with the Services. The InQ Guarantee does not apply to any payments made for Services not scheduled and paid for through the InQ Platform.

7. Communications

By becoming a User, you expressly consent and agree to accept and receive electronic and other communications from us, including via e-mail, text message, calls, and push notifications to the telephone number or email address you provided to us, as further described in our Privacy Policy. We may, without further notice or warning and in our discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights. We may, without further notice or warning, and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users that occur through the InQ Platform for our business purposes, including to provide and improve customer service and the InQ Platform, fraud prevention, and to identify violations of this Agreement.

8. Location Coordinates

To schedule and accept Services, you must possess an iOS or Android smartphone capable of accessing the InQ Platform (the "Mobile Device"). As a Service Provider, you hereby acknowledge and consent to InQ's collection of the latitude and longitude location ("Location Coordinates") of your Mobile Device so that we can provide our services.

9. Limited License; Intellectual Property Rights

The InQ Platform is licensed, not sold, to you for use only under these Terms of Use. Subject to your complete and ongoing compliance with the terms and conditions of these Terms of Use, InQ hereby grants you a personal, limited, revocable, non-transferable, non-exclusive, non-commercial, nonsublicensable license to: (a) use the Apps on compatible, authorized devices that you own or control; and (b) access and use the Website and Internet Services; in each case solely for your own use or for the entity on whose behalf you are authorized to act.

You may not modify, alter, reproduce, or distribute the InQ Platform. You may not directly rent, lease, lend, sell, redistribute, or sublicense the InQ Platform. You must not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the InQ Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Service), nor attempt to disable or circumvent any security or other technological measure designed to protect the InQ Platform or any content available through the InQ Platform.

The InQ Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by InQ, its licensors or other Service Providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not:

Modify copies of any materials from this site.

Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the InQ Platform or any services or materials available through the InQ Platform.

If you breach these license restrictions or otherwise exceed the scope of the licenses granted in these Terms of Use, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, your right to use the InQ Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the InQ Platform or any content on the InQ Platform is transferred to you, and InQ reserves all rights not expressly granted. Any use of the InQ Platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

10. Prohibited Use

You may use the InQ Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the InQ Platform:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)

11. Monitoring and Enforcement

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the InQ Platform.

Terminate or suspend your access to all or part of the InQ Platform for any or no reason, including without limitation, any violation of this Agreement.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the InQ Platform. YOU WAIVE AND HOLD HARMLESS INQ AND ITS AFFILIATES, LICENSEES AND SERVICE SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

12. User Disputes.

We understand that occasionally disputes may arise between or among our Users. In the event a dispute initiated by either a Service Provider or a Customer cannot be resolved independently, you hereby agree, at InQ’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by InQ or a neutral third-party mediator or arbitrator selected by InQ.

13. Service Provider Provisions

a. Insurance. As a Service Provider, you acknowledge and agree that it is your responsibility to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance with policy limits sufficient to protect and indemnify InQ and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of you or your assistants, agents, contractors, servants, or employees.

b. Service Provider Assistants. Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by a Service Provider, the Service Provider shall require any such individuals to become a registered, approved Service Provider on the InQ Platform. Each Service Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the Service Provider and all persons engaged by the Service Provider in the performance of the Services.

c. Equipment. As a Service Provider, you are solely responsible for any costs or expenses incurred by you in connection with the performance of the Services, and in no event shall InQ reimburse, or be required to reimburse, you for any tools, materials, costs or expenses used in connection with the Services. You shall furnish and maintain, at your own expense, the tools, equipment, supplies, and other materials used to perform the Services. You, at your sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At your request, InQ may offer to you certain equipment, supplies, and materials for purchase. You are not required to purchase any equipment, tools, supplies, or materials from InQ at any time.

d. Representations. By providing Services as a Service Provider on the InQ Platform, you represent, warrant, and agree that: (i) you are solely responsible for obtaining the necessary licenses and/or certifications for performance of the Services or Additional Services; (ii) you will not transfer or sell your User account, password and/or identification to any other party; (iii) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages; (iv) you will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions; (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you; and (vi) you will not attempt to defraud InQ in connection with your provision of Services or Additional Services.

e. Reimbursement of Resolution Costs. Notwithstanding anything set forth herein to the contrary, you further represent, warrant, and agree (i) to pay all reasonable out-of-pocket expenses incurred by InQ in connection with the resolution of any property damage or other claims resulting from a Service you performed for a Customer, and (ii) that InQ shall have the right to suspend your Service Provider account until it has received payment in full for all such reimbursable amounts.

f. Non-Circumvention. Within six (6) months after the last time Service Provider provides services to a Customer as arranged though the InQ Platform Service Provider, Service Provider agrees not to provide any services to the same Customer other than as arranged through the InQ Platform. Service Provider shall be liable for the fees set forth in Section 4 for all services provided to Customers in breach of the previous sentence, in addition to all other remedies provided by this Agreement and applicable law, including injunctive relief. Service Provider agrees to indemnify InQ from any attorneys’ fees and costs it incurs in collecting its fees from a Service Provider that breaches this non-circumvention provision.

14. Terms and Termination

This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the InQ Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Service Provider and/or Customer), or revoke your permission to access the InQ Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the InQ Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The terms of this Agreement, and any subsequent modifications of this Agreement, shall remain in effect at all times after you or InQ terminate your participation or access to the InQ Platform or Services.

15. Changes to the InQ Platform

We may update the content on this InQ Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the InQ Platform may be out of date at any given time, and we are under no obligation to update such material.

16. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the InQ Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT (INCLUDING MOBILE DEVICES), COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE INQ PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY INQ PLATFORM LINKED TO IT. YOUR USE OF THE INQ PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM IS AT YOUR OWN RISK. THE INQ PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INQ NOR ANY PERSON ASSOCIATED WITH INQ MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE INQ PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER INQ NOR ANYONE ASSOCIATED WITH INQ REPRESENTS OR WARRANTS THAT THE INQ PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE INQ PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. INQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Limitation on Liability

IN NO EVENT WILL INQ, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE INQ PLATFORM, ANY INQ PLATFORMS LINKED TO IT, ANY CONTENT ON THE INQ PLATFORM OR SUCH OTHER INQ PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INQ PLATFORM OR SUCH OTHER INQ PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE AGGREGATE LIABILITY OF INQ, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE INQ PLATFORM OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO INQ FOR ACCESS TO AND USE OF INQ PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO CLAIM; OR (B) $100.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE. THE LIMITATIONS IN THIS SECTION 28 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Indemnification

You agree to defend, indemnify and hold harmless InQ, its affiliates, licensors and Service Providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the InQ Platform, including, but not limited to, any use of the InQ Platform's content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the InQ Platform.

19. Dispute Resolution; Arbitration of Claims

Generally, in the interest of resolving disputes between you and InQ in the most expedient and costeffective manner, YOU AND INQ MUTUALLY AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND INQ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

a. Exceptions. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

b. Arbitrator. Any arbitration between you and InQ will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting InQ.

c. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice"). InQ's address for Notice is: InQ Corporation, 1350 Hayes St, Ste C-14, Benicia, CA 94510. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or InQ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or InQ must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, InQ will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by InQ in settlement of the dispute prior to the arbitrator's award; or (iii) $500.

d. Fees. If you commence arbitration in accordance with this Agreement, InQ will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse InQ for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

e. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND INQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and InQ agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permitted under applicable law.

f. Modifications to this Arbitration Provision. If InQ makes any future change to this arbitration provision, other than a change to InQ's address for Notice, you may reject the change by sending us written notice within 30 days of the change to InQ's address for Notice, in which case your account with InQ will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

g. Enforceability. If any part of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Agreement will govern any action arising out of or related to this Agreement. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

h. Service Provider Opt-Out of Arbitration. For Service Providers, arbitration is not a mandatory condition of this Agreement with respect to any dispute or claims brought by InQ against a Service Provider, or for disputes or claims brought by a Service Provider against InQ that: (i) are based on an alleged employment relationship between InQ and a Service Provider; (ii) arise out of, or relate to, InQ’s actual deactivation or suspension of a Service Provider account or a threat by InQ to deactivate or suspend a Service Provider account; (iii) arise out of, or relate to, InQ’s actual termination of a Service Provider’s Agreement with InQ ,or a threat by InQ to terminate a Service Provider’s Agreement; or (iv) arise out of, or relate to, Job Fees (as defined in this Agreement, including InQ’s Use Fee or tips, other than disputes relating to referral bonuses, other InQ promotions, or consumer-type disputes (the subset of Claims in subsections (i)-(iv) shall be collectively referred to as “Service Provider Claims”). If you do not want to be subject to this Dispute Resolution provision with respect to Service Provider Claims, you may opt out by notifying the Company in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement, (1) an electronic mail to support@in-q.org, stating clearly your name and intent to opt out of this Dispute Resolution provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), or by hand delivery to: Legal Department, InQ Corporation, 1350 Hayes St, Ste C-14, Benicia, CA 94510. To be effective, the letter under option (2) must clearly indicate your intent to opt out of this Dispute Resolution Provision, and must be dated and signed. If hand delivered, the signed letter must be received within thirty (30) days of your receipt of this Agreement. If sent my mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement. Should you choose not to opt out of this Dispute Resolution Provision within the 30-day period, you and the Company will be bound by the terms of this Dispute Resolution Provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution Provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution Provision.

20. Governing Law; Jurisdiction

Except as set forth in Section 19 entitled "Dispute Resolution; Arbitration of Claims", this Agreement is governed and interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 30 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Solano County, California, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21. Waiver and Severability

No waiver by InQ of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of InQ to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

22. Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and InQ with respect to the InQ Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the InQ Platform.

23. Assignment

This Agreement may not be assigned or transferred by you without InQ's prior written consent. You agree that this Agreement and all incorporated agreements may be automatically assigned by InQ, in our sole discretion, in accordance with the "Notice" section of this Agreement.

24. No Agency

You and InQ are independent contractors, and no agency, partnership, joint venture, employeremployee, contractor-subcontractor, or franchisor-franchisee relationship is intended or created by this Agreement.

25. Comments and Concerns

All other feedback, comments, requests for technical support and other communications relating to the InQ Platform should be directed to: support@in-q.org.

26. Notices

Except as explicitly stated otherwise, any notice to InQ shall be given by certified mail, postage prepaid and return receipt requested to:

InQ Corporation

1350 Hayes Street, Ste C-14

Benicia, CA 94510


Such notices shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the InQ Platform or given to you via the email address you provided to InQ during the registration process or as otherwise listed in your User or Service Provider account, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to InQ during the registration process. In such case, notice shall be deemed given three days after the date of mailing.



I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND AGREE THAT MY USE OF THE INQ PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.