DPO MCP Terms of Service
Effective date: August 3, 2026 · Last updated: August 3, 2026
PLEASE READ THESE MCP TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST QGP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. Agreement and Acceptance
These DPO MCP Connector Terms of Service (these “MCP Terms”) govern your access to and use of the Digital Pricing Officer Model Context Protocol connector (the “DPO MCP” or the “Connector”) made available by Quantide Growth Partners, Inc. (“QGP,” “we,” “us,” or “our”), including when accessed through Anthropic’s Claude applications or any other third-party AI client. The DPO MCP is part of the QGP “Service.”
By (a) purchasing a subscription to the DPO MCP, (b) configuring or connecting the Connector using an access token issued by QGP, (c) calling any DPO MCP tool, or (d) otherwise accessing or using the Connector, you agree to these MCP Terms. If you do not agree to these MCP Terms, you may not access or use the DPO MCP. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization. Connection is completed through QGP’s authorization flow (currently OAuth 2.1), under which you or your authorized user sign in with the applicable credentials and authorize the Connector, as QGP may update that flow from time to time; the Access Token remains the underlying credential issued to you.
Relationship to other agreements. These MCP Terms supplement the QGP Terms of Service available at quantidegrowth.com/terms-and-conditions/. In the event of a conflict regarding the DPO MCP, these MCP Terms control over the Master Terms, except that the Privacy Policy controls with respect to QGP’s privacy disclosures and data-processing practices. The dispute-resolution provisions applicable to the DPO MCP are set out in Section 19 of these MCP Terms, which controls over any conflicting dispute-resolution provisions in the Master Terms. If you have signed a separate written agreement with QGP (an “order form,” “master relationship agreement,” or similar “Customer Agreement”), that Customer Agreement controls over these MCP Terms and the Master Terms to the extent of any conflict. Capitalized terms not defined here have the meanings given in the Master Terms.
2. Definitions
- “Connector” / “DPO MCP.” The remote Model Context Protocol server operated by QGP that exposes DPO tools, including tools such as list_workflows, ask_dpo, and get_dpo_result, as updated from time to time, to a compatible AI client.
- “MCP Client.” The third-party AI application through which you access the Connector, including Anthropic’s Claude desktop and similar clients not operated or controlled by QGP.
- “Access Token.” The bearer credential QGP issues to you, which authenticates your requests to the Connector and meters your usage.
- “Inputs.” The questions, prompts, instructions, and any data or content you submit to the Connector through an MCP Client.
- “Outputs.” The analyses, frameworks, recommendations, and other responses the Connector returns to you.
- “Workflows.” The structured DPO pricing playbooks and methodologies that the Connector may apply to your request.
- “Tool-Call Metadata.” Technical and operational information about a tool call, such as timestamp, Access Token identifier, workflow selected, usage count, latency, status, error logs, and billing events, excluding the substantive contents of Inputs or Outputs.
3. Description of the DPO MCP
The DPO MCP is a hosted technology service that routes your pricing, packaging, and monetization questions through QGP’s retrieval-grounded AI pipeline and returns analytical results, frameworks, or recommendations. The Connector is accessed from within an MCP Client; QGP does not provide the MCP Client itself.
Decision-support only. The DPO MCP is a technology and analytics tool that supports your internal business analysis. It is not a consulting firm, financial advisor, investment advisor, or legal advisor, and it does not provide financial, investment, legal, tax, or other professional advice. All Outputs are provided solely for informational purposes and may not be relied upon as the sole basis for any pricing, financial, legal, compliance, investment, or other material business decision. You are solely responsible for reviewing, validating, and interpreting Outputs and for all business decisions you make.
4. Eligibility and Authorized Users
The DPO MCP is intended for use by business professionals and organizations. By using it, you represent that you are at least 18 years old, have authority to enter into these MCP Terms, are not barred from using the DPO MCP under applicable law, are not located in a country or territory subject to comprehensive U.S. sanctions, and, if using on behalf of an organization, are authorized to do so. You are responsible for your authorized users’ compliance with these MCP Terms and for promptly removing access for users who are no longer authorized. Access to the DPO MCP is provided on a per-seat basis and is limited to the number of seats your organization has purchased. Authorized users enroll in your organization using a join code issued by QGP, and each user is bound to a single organization.
Competitor representation. By accessing or using the DPO MCP, you represent and warrant that you are not, and that you are not acting on behalf of, an employee, independent contractor, agent, or affiliate of any competing artificial intelligence, data analytics, or pricing optimization company. If at any time this representation ceases to be accurate, you must immediately cease accessing and using the DPO MCP.
5. Access Tokens and Account Security
Access to the Connector requires an Access Token issued by QGP. You are responsible for keeping your Access Token confidential, implementing reasonable administrative and technical controls to protect it, and for all activity that occurs under it, whether or not authorized by you. You agree to:
- restrict the Access Token to your authorized users and systems;
- not share, resell, or sublicense the Access Token or access to the Connector; provided that authorized users within your organization may connect using their own seats and the organization join code issued by QGP;
- notify QGP immediately at support@quantidegrowth.com of any suspected compromise or unauthorized use; and
- cooperate with token rotation or revocation when reasonably required for security.
QGP may revoke or rotate an Access Token at any time where reasonably necessary to protect the Service, to enforce these MCP Terms, or upon termination or non-payment.
6. Use Through Third-Party AI Clients (Anthropic / Claude)
You access the DPO MCP through one or more MCP Clients that QGP does not own or control, including Anthropic’s Claude. Your use of any MCP Client is governed by that provider’s own terms of service, privacy policy, product settings, and data-use controls, not by QGP. When you submit Inputs through an MCP Client, those Inputs are processed by that client and its providers before and after they reach the Connector and may be stored, logged, reviewed, or otherwise used by that provider under its own terms and settings. QGP is not responsible for, and disclaims all liability arising from, the MCP Client, its availability, security, data handling, outputs, integrations, or any change the provider makes to it. You are responsible for ensuring your use of the MCP Client is permitted under its terms and for any data you choose to route through it.
7. Subscriptions, Fees, and Payment
Access to the DPO MCP is provided on a paid subscription basis. Payments are processed by our third-party payment processor, Stripe, Inc., and are subject to Stripe’s terms available at stripe.com/legal and privacy policy available at stripe.com/privacy. The subscription terms presented at checkout or in the applicable order process, including price, billing frequency, renewal term, cancellation method, and any trial or promotional terms, are incorporated into these MCP Terms. By subscribing, you authorize recurring charges to your payment method in advance for each billing period until you cancel. You represent that your payment information is accurate and that you are authorized to use the payment method.
Trials, promotions, and credits. QGP may offer free trials, discounts, promotional codes, credits, referral benefits, or other promotions in its discretion. Unless expressly stated otherwise, promotions are non-transferable, may not be redeemed for cash, may not be combined with other offers, and may be modified, suspended, or withdrawn by QGP at any time. QGP may determine eligibility for any promotion, correct errors in promotional offers, and revoke or charge back promotional benefits obtained through fraud, misuse, duplicate accounts, or violation of these MCP Terms. Any trial or promotional access may expire, convert to a paid subscription, or be subject to usage limits as disclosed at checkout, in the applicable offer terms, or in the applicable order process.
Order acceptance. QGP may accept, reject, cancel, or limit any subscription, order, trial, promotional offer, or other request for access to the DPO MCP in its discretion, including where QGP identifies pricing errors, suspected fraud, eligibility concerns, payment issues, misuse risk, sanctions or export-control risk, or other legal, operational, or security concerns. If QGP cancels a paid order after payment has been processed, QGP will refund the amount paid for the cancelled order unless QGP is permitted by law or these MCP Terms to retain the amount due to misuse, breach, or chargeback activity.
Subscriptions renew automatically unless cancelled before the end of the then-current period. You may cancel by emailing support@quantidegrowth.com or, if QGP makes a self-service cancellation portal available for your subscription, through that portal. If you enrolled online, QGP will make an online cancellation method available at will and without unnecessary steps that obstruct or delay cancellation. Cancellation will take effect at the end of the then-current billing period unless applicable law requires an earlier effective date. Except where required by law or expressly stated otherwise, payments are non-refundable. If you believe a charge was made in error or wish to discuss a billing concern, please contact support@quantidegrowth.com before initiating a payment dispute with your card issuer; we will work in good faith to resolve billing issues directly. You agree that any dispute regarding a charge must be raised in writing within thirty (30) days of the date the charge was first invoiced; failure to dispute within that period waives any claim with respect to that charge. We may change pricing on at least thirty (30) days’ notice, or such longer notice period as applicable law requires; continued use after the change takes effect constitutes acceptance. QGP may provide renewal reminders, trial-conversion notices, price-change notices, cancellation instructions, and other subscription notices as required by applicable law. You are responsible for applicable taxes other than taxes on QGP’s net income.
Digital delivery; no shipping, returns, or exchanges. The DPO MCP is a digital service made available through Access Tokens and compatible MCP Clients. QGP does not ship physical products in connection with the DPO MCP, and returns or exchanges do not apply. Access is deemed delivered when QGP makes an Access Token, account access, onboarding instructions, or other access credentials available to you or your authorized user.
Subscription acknowledgments. QGP may send subscription confirmations, renewal reminders, trial-conversion notices, price-change notices, cancellation confirmations, receipts, and other billing-related notices by email or through the applicable payment processor, account portal, or MCP Client communication channel. You are responsible for keeping your contact and billing information current so that you receive these notices.
Usage limits. Your subscription may include monthly limits on the number of tool calls or other usage caps associated with your Access Token. QGP may meter usage, throttle, or decline requests that exceed your plan’s limits, and may adjust limits consistent with your plan.
Skill packs. QGP also offers downloadable skill packs. Standalone skill packs are sold as one-time purchases, while packs backed by the DPO MCP are sold on a subscription basis and provision an organization and join code. Skill-pack files are delivered by email as time-limited download links that expire after a short period, and QGP is not obligated to re-issue expired links. Skill packs are licensed, not sold, and remain the property of QGP and its licensors. Subject to your payment of the applicable fees and to these MCP Terms, QGP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use skill packs solely for your internal business purposes. You may not copy (except as reasonably necessary for your permitted internal use), redistribute, resell, rent, lend, publish, share, sublicense, modify, create derivative works from, reverse engineer, or use any skill pack to develop, train, or improve any competing or standalone product or service, and your use of skill packs remains subject to the restrictions in Section 8. Skill packs are provided “as is,” and QGP has no obligation to provide updates, maintenance, or support for any skill pack.
Free tier. QGP may offer a no-cost tier with limited seats and monthly usage; free-tier access is provided as is, subject to these MCP Terms, and may be changed or discontinued at any time.
Organization credits. For organization plans, tool-call usage is metered against a shared organization credit pool. Fees are billed through QGP’s payment processor and, except where required by law or expressly stated otherwise, are non-refundable.
8. Acceptable Use
You agree not to use the DPO MCP to, and not to permit any user to:
- submit Inputs that contain confidential, personal, regulated, sensitive, or third-party data without all necessary rights, authorizations, notices, and consents;
- submit through the Connector any personal data subject to the European Union or United Kingdom General Data Protection Regulation, the California Consumer Privacy Act or California Privacy Rights Act, or any similar privacy or data-protection law; any protected health information subject to the U.S. Health Insurance Portability and Accountability Act; any cardholder data subject to the Payment Card Industry Data Security Standard; or any other category of regulated data, unless QGP has executed a separate data processing addendum or other written agreement with you covering such data;
- violate any law, regulation, contractual duty, or third-party right, including privacy, data-protection, intellectual-property, export-control, and sanctions laws;
- upload, transmit, or introduce malware, viruses, worms, Trojan horses, time bombs, corrupted files, or other harmful code, files, scripts, agents, or programs;
- reverse engineer, decompile, or attempt to discover, extract, reconstruct, copy, or derive the source code, models, prompts, Workflows, retrieval content, non-public APIs, or internal architecture of the Service, or access any non-public endpoint or credential;
- circumvent or attempt to circumvent authentication, usage limits, rate limits, or other technical controls;
- use data mining, scraping, robots, automated extraction, load testing, vulnerability testing, benchmarking, or similar methods without QGP’s prior written permission, or impose an unreasonable load on the Service;
- resell, sublicense, publish, distribute, or provide access to the Connector or Outputs as a competing or standalone service, or use the Connector or Outputs to train, fine-tune, evaluate, or improve any model, service, or product that competes with QGP; or
- access, view, or use the DPO MCP if you are an employee, independent contractor, agent, or affiliate of any competing artificial intelligence, data analytics, or pricing optimization company, without QGP’s prior written permission.
9. Inputs, Outputs, and Data
Your Inputs. You retain ownership of your Inputs. You are solely responsible for your Inputs and represent that you have all rights and authorizations necessary to submit them and to grant the limited rights set out below.
What QGP receives — and does not receive. When you access the DPO MCP through an MCP Client, files and documents you have stored in your MCP Client environment are not transmitted to QGP and remain in that provider’s infrastructure under your agreement with the provider. The DPO MCP does not support document or file upload. QGP receives only the contents of the tool calls that the MCP Client constructs on your behalf, which may include the text of your questions, instructions, and any excerpts from your materials that the MCP Client chooses to include in a tool call. These tool-call contents are your “Inputs” for purposes of these MCP Terms.
Processing and retention. To generate Outputs, QGP transmits your Inputs to its inference sub-processors, including OpenAI, which processes Inputs under its standard API terms.
QGP does not use your Inputs or Outputs to train, fine-tune, or otherwise improve any foundation model, and QGP does not authorize OpenAI or any other QGP sub-processor to use your Inputs or Outputs for that purpose. The DPO MCP’s retrieval knowledge base is hosted on Zilliz and contains only QGP’s general pricing knowledge; no customer Inputs or Outputs are stored there.
In QGP’s operating configuration, Inputs and Outputs are held only in process memory during the period required to generate a response and are then discarded; they are not written to disk and are not written to any database by QGP. The categories of information QGP collects, how it is processed, where it is stored, and how long it is retained are described in the DPO MCP Privacy Policy (the “Privacy Policy”), which is incorporated into these MCP Terms by reference.
Sub-processors and the MCP Client. In addition to the inference sub-processor and retrieval database identified above, the Connector relies on Google Cloud (hosting and platform services), Supabase (database, authentication, and provisioning records), and Stripe (payment processing). Your Inputs and Outputs also pass through the MCP Client — such as Anthropic’s Claude or OpenAI’s ChatGPT — under that provider’s own terms and privacy policy, which QGP does not control. The current list of sub-processors and the categories of information processed by each are set out in the Privacy Policy.
Security. QGP uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the DPO MCP and the limited information processed through it. You acknowledge that no method of transmission, processing, or storage is completely secure and that your use of any MCP Client is subject to that provider’s security practices, terms, and policies.
QGP does not use the contents of your Inputs or Outputs for cross-customer analytics, benchmarking, or product-improvement purposes; Tool-Call Metadata and usage counters may be used for operational purposes such as authentication, service delivery, billing, service monitoring, capacity planning, security, fraud prevention, abuse detection, debugging, and enforcement of these MCP Terms, as further described in the Privacy Policy.
Data residency and international transfers. The DPO MCP and its sub-processors operate primarily in the United States. If you access the DPO MCP from outside the United States, you understand and agree that your Inputs and Outputs will be transferred to and processed in the United States, and that the data-protection laws of the United States may differ from those of your jurisdiction. Where required by applicable law, transfers will be made subject to appropriate safeguards as further described in the Privacy Policy.
License to QGP. You grant QGP a worldwide, royalty-free, non-exclusive license to host, process, transmit, and use your Inputs and Outputs solely to the extent necessary to operate, secure, maintain, and deliver Outputs through the DPO MCP, and as otherwise described in the Privacy Policy. This license does not include any right to use your Inputs or Outputs for marketing or promotional purposes or to sublicense them other than to QGP’s named sub-processors for the purposes described in this Section 9.
Outputs. Subject to these MCP Terms and any applicable Customer Agreement, QGP grants you a limited, non-exclusive, non-transferable right to use Outputs for your internal business purposes. Outputs may be similar across customers, may not be unique, and are generated by AI; see Section 10. You may not publish, resell, sublicense, or use Outputs to provide a competing or standalone service. The DPO Service, Workflows, models, retrieval content, and the software underlying the Connector remain the exclusive property of QGP and its licensors.
10. AI Disclaimers; No Professional Advice
AI nature of the Service. The DPO MCP uses artificial intelligence and machine learning. AI technology is rapidly evolving and may be subject to limitations, biases, or technical constraints. You acknowledge and agree that: (a) AI-generated Outputs may contain errors, omissions, inconsistencies, or “hallucinations”; (b) AI may produce unexpected or unintended results; (c) you are responsible for independently verifying any Output before relying on it and for determining the appropriateness of using such Outputs for your specific business context; (d) Outputs are for informational and business purposes only and do not constitute professional, financial, investment, legal, or tax advice; and (e) the Service is not designed for high-risk or mission-critical decisions where errors could cause substantial loss. Your use of the Service creates no advisory, fiduciary, or client relationship with QGP.
Regulatory and compliance responsibility. Laws and regulations governing artificial intelligence vary by jurisdiction and may change over time, and may require specific disclosures to, or consents from, persons whose information is provided to AI systems or who rely on AI-generated outputs. You are solely responsible for ensuring that your use of the DPO MCP complies with all laws and regulations applicable to you, for obtaining any necessary consents from, and making any required disclosures to, the persons whose information you submit to the Service or to whom you provide Outputs, for maintaining documentation of your use as required by applicable law, and for implementing appropriate confidentiality and privilege safeguards. QGP makes no representations or warranties regarding compliance with any specific law or regulation in any jurisdiction.
11. Intellectual Property
The Connector, the DPO Service, the Workflows, the underlying software and models, and all related content (other than your Inputs) are owned by QGP, its affiliates, and their licensors and are protected by intellectual-property laws. Except for the limited right to use the Connector and Outputs for your internal business purposes in accordance with these MCP Terms, no rights are granted to you. QGP trademarks may not be used without prior written permission. Feedback you provide may be used by QGP without restriction or compensation.
12. Equitable Relief
You acknowledge that unauthorized use or disclosure of the Connector, Workflows, prompts, retrieval content, Access Tokens, or other non-public aspects of the DPO MCP may cause irreparable harm to QGP for which monetary damages may be inadequate. QGP may seek injunctive or equitable relief for any actual or threatened breach of these MCP Terms without posting bond or proving actual damages, in addition to any other remedies available at law or in equity.
13. Beta and Pre-Release Features
QGP may make beta, preview, or pre-release features of the DPO MCP available. Beta features are provided “as is,” for evaluation only, may be changed or discontinued at any time, and should not be relied upon for business-critical decisions. QGP’s total liability arising from beta features will not exceed one hundred U.S. dollars ($100).
14. Disclaimer of Warranties
THE DPO MCP IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, QGP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, FREE OF HARMFUL CODE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. QGP DOES NOT WARRANT THAT THE CONNECTOR WILL REMAIN COMPATIBLE WITH ANY MCP CLIENT OR THAT ANY MCP CLIENT WILL CONTINUE TO SUPPORT THE CONNECTOR. WITHOUT LIMITING THE FOREGOING, QGP MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DPO MCP OR THE QUALITY OF ANY PRODUCTS, SERVICES, OR OTHER MATERIALS PURCHASED OR OBTAINED THROUGH THE DPO MCP.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, QGP AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, OR LOSS ARISING FROM ANY MCP CLIENT, THIRD-PARTY SERVICE, UNAUTHORIZED ACCESS, SECURITY INCIDENT, SERVICE INTERRUPTION, OR OUTPUT, ARISING OUT OF OR RELATING TO THE DPO MCP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QGP’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DPO MCP WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID QGP FOR THE DPO MCP IN THE ONE (1) MONTH BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
16. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless QGP, its affiliates, and their respective officers, directors, employees, service providers, licensors, and agents from any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, actions of any kind, and injury (including death) arising out of or relating to your Inputs, Outputs as used by you, your use of or connection to the DPO MCP, your use of any MCP Client, your Access Token, your authorized users, your violation of these MCP Terms, your violation of any Customer Agreement, your submission of regulated or third-party data, or your violation of any law or rights of another. QGP will provide notice to you of any such claim, suit, or proceeding. QGP reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this Section, and you agree to cooperate with reasonable requests in such defense. You may not settle or compromise any claim against QGP without QGP’s prior written consent.
17. Suspension and Termination
These MCP Terms remain in effect while you have an active subscription or Access Token. QGP may suspend or terminate your access to the DPO MCP (including by revoking your Access Token) at any time, with or without notice, in QGP’s sole discretion, for any reason, including for non-payment, chargebacks or payment disputes, suspected misuse, security risk, excessive usage, violation of these MCP Terms in letter or spirit, violation of any Customer Agreement, legal or regulatory risk, requests from law enforcement or government authorities, lack of use, or if QGP discontinues the DPO MCP in whole or in part. Upon termination, QGP may immediately deactivate your Access Token, delete any account, token, or job-store records associated with your use of the Connector, and bar any further access. QGP and its affiliates will not be liable to you or any third party for any suspension or termination of your access to the DPO MCP. Suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. Sections that by their nature should survive (including ownership, disclaimers, limitations of liability, indemnification, accrued payment obligations, data-use restrictions, confidentiality, and dispute resolution) survive termination.
18. Changes to the Service or These Terms
QGP may modify or discontinue the DPO MCP, in whole or in part, at any time. QGP may also update these MCP Terms from time to time.
For any material change to these MCP Terms, QGP will notify you by email at least thirty (30) days in advance of the effective date of the change, using the email address associated with your account, unless a shorter period is required to address security, legal, operational, or third-party platform changes. If applicable law requires a longer notice period, QGP will provide the longer period. If you do not accept a material change, your sole remedy is to cancel your subscription before the change takes effect. Your continued use of the DPO MCP after the change takes effect constitutes acceptance of the modified MCP Terms. For non-material changes, QGP will post the updated version and your continued use after posting constitutes acceptance.
19. Governing Law and Dispute Resolution
Governing law. These MCP Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules.
Forum for non-arbitrable claims. To the extent any claim is not subject to arbitration under this Section 19, the state and federal courts located in Boston, Massachusetts will have exclusive jurisdiction, and you and QGP consent to personal jurisdiction and venue in those courts, except for claims that may be brought in small-claims court under this Section 19.
(a) Agreement to Arbitrate. This Section 19 is referred to in these MCP Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and QGP, whether arising out of or relating to these MCP Terms (including any alleged breach thereof), the DPO MCP, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small-claims court if your claims qualify. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these MCP Terms, you and QGP are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND QGP AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND QGP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
(c) Pre-Arbitration Dispute Resolution. QGP is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by e-mailing customer support at support@quantidegrowth.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to QGP should be sent to support@quantidegrowth.com (the “Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute, and (ii) set forth the specific relief sought. If QGP and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or QGP may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by QGP or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or QGP is entitled.
(d) Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules and Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, including the AAA Rules, please visit adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must follow the provisions of these MCP Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these MCP Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
(e) Hearing Location and Small-Claims Threshold. Unless QGP and you agree otherwise, any arbitration hearings will take place in Boston, Massachusetts. If the parties are unable to agree on a location, the determination will be made by the AAA. If your claim is for $10,000 or less, QGP agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(f) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either QGP or you under the AAA Rules, QGP and you will split them equally.
(g) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be confidential, except to the extent disclosure is required by law, necessary to enforce or challenge an award, or necessary to seek judicial relief permitted by this Arbitration Agreement.
(h) Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these MCP Terms will continue to apply.
(i) Future Changes to Arbitration Agreement. Notwithstanding any provision in these MCP Terms to the contrary, QGP agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a customer of the DPO MCP, you may reject any such change by sending QGP written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these MCP Terms (or accepted any subsequent changes to these MCP Terms).
20. General
These MCP Terms, together with the Master Terms, the Privacy Policy, and any Customer Agreement, are the entire agreement between you and QGP regarding the DPO MCP and supersede prior agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. QGP’s failure to enforce a provision is not a waiver. You may not assign these MCP Terms without QGP’s prior written consent; QGP may assign them, in whole or in part, without restriction.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the DPO MCP or these MCP Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
QGP will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, third-party service outages affecting the MCP Client or any sub-processor, or any other circumstances or causes beyond QGP’s reasonable control.
Notices to you may be given through the DPO MCP, by email to the address associated with your account, through the applicable payment processor or account portal, or by regular mail. You consent to receive notices, disclosures, and other communications electronically and agree that electronic communications satisfy any legal requirement that such communications be in writing. The section titles in these MCP Terms are for convenience only and have no legal or contractual effect.
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