Terms of Use Agreement

Last Updated December 3rd, 2020


QuantAQ, Inc. ("QuantAQ", "we", "us", or "our") welcomes you to www.quant-aq.com and to the QuantAQ platform (the website and platform together the "Platform"). These terms and conditions of service (the "Terms of Use", "Terms", or "Agreement") govern your use of the Platform and the services, features, content, or applications operated by QuantAQ and available at the Platform, and provided to the User ("User", "Subscriber", "you", or "your").

Please read these Terms of Use carefully before using the Services. These Terms of Use apply to all users of the Services (defined below). If You are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Use and You agree to be bound by these Terms of Use on behalf of such organization. Agreeing to use the Services during the Platform registered user "Sign Up" process constitutes your acceptance and agreement to be bound by these Terms of Use, and all other operating rules, policies, and procedures that may be published from time to time on the Platform by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you.

You acknowledge that you accessed and read, and that you understand and accept, our Privacy Policy. If you order the Services on the Platform, use the Platform, or otherwise engage in any electronic transaction with respect to the Services, then you agree to receive any updates to our Privacy Policy by accessing the Platform. By using our Platform or purchasing our Products or Services, you agree that we may use and share your personal information in accordance with the terms of our Privacy Policy. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.

Note that these Terms of Use are subject to change by QuantAQ at its sole discretion at any time. When changes are made, QuantAQ will make a new copy of this Terms of Use avaialable at www.quant-aq.com/legal/tos. We will also update the "Last Updated" date at the top of the page and at the top of this Terms of Use. If we make any material changes, and you have registered with us to create an Account we will also send an email to you at the last email address you provided to us pursuant of these Terms of Use. Any changes to these Terms of Use will be effective immediately for new users of the Service and will be effective thirty (30) days after posting notice of such changes on the Platform for existing users. QuantAQ may require that you provide consent to the updated Terms of Use in a specified manner as a precondition for your further use of the Services. If you do not agree to the change(s) after receiving notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes.

Beside the official version of these Terms of Use, we have put a simplified commentary entitled "In other words" to assist you in your comprehension of these Terms. However, it is the Terms of Use which govern your access and use of the Services, not the commentary set out in "In other words". You should always read the entire text of the Terms of Use, NOT just the "In other words" or other explanations.

In other words, welcome to our Terms of Use agreement! This document exists to protect both you and us. By using our Services, you agree to our Terms of Use agreement. We have gone ahead and summarized the key points for you and will notify you when major changes are made. You should also read our Privacy Policy.

1. Overview

1.1

Our Service. QuantAQ offers online services that integrate with the individual items of hardware ("Device(s)") that have been provided to operate with the QuantAQ cloud platform to perform various tasks and functions ("Services"). Certain functionalities and services may be available free of charge. However, QuantAQ may, at its sole discretion, charge fees associated with certain services.

Accounts

1.2

Freemium and Paid Accounts. In order to use certain features of the Service, you must register for an account with QuantAQ ("Account"). We offer two types of Accounts: a free version ("Freemium Account"), and a paid version ("Premium Account"). Users with Freemium Account's should be able to use the Services on a limited basis, as only publicly available devices will be able to be accessed.

Registration Information

1.3

You represent and warrant that: (1) all required registration information you submit is truthful and accurate; and (2) you will maintain the accuracy of such information. QuantAQ may suspend or terminate your Account if you breach any of the terms of this Agreement with or without notice to you. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities under your Account. You are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify QuantAQ of any unauthorized use, or suspected unauthorized use of your Account, or any other breach of security. QuantAQ will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Eligibility and Registration

2.1

The Services are not targeted towards, not intended for use by anyone under the age of 13. By using the Services, you represent and warrant that you are thirteen years of age or older. If you are under the age of 13, you may not under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that your use of the Platform and the Services is in compliance with all laws, rules, and regulations applicable to You. your right to access the Services is revoked where the Services are prohibited or to the extent applicable where sale or provision of the Services conflicts with any applicable law, rule, or regulation. Further, the Services are offered only for Your use and not for the use or benefit of any third party.

2.2

To sign up for the Services, you must register for an account on the Services (an "Account"). You must provide accurate and complete information and you must keep Your Account information updated. You shall not (1) select or use as a username a name of another person with the intent to impersonate the other person; (2) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (3) use as a username a name that is otherwise offensive, vulgar, or obscene. You are solely responsible for the activity that occurs on Your Account. Regardless of whether the activities are undertaken by You, Your employees, or a third party (including Your contractors or agents) and You are solely responsible for keeping Your Account password secure. You may never use another person's user Account or registration information for the Services without permission. You must notify us immediately with any change to your eligibility to use the Services, breach of security, or unauthorized use of your Account. You should never publish, distribute, or post login information for Your Account. You shall have the ability to delete Your Account, either directly or through a request made to one of our employees or affiliates. You agree to provide accurate information in your registration and not to share your password with third parties. You agree not to impersonate another person or select or use a username of another person. You agree to notify QuantAQ promptly for any unauthorized use of your account and any loss, theft, or disclosure of your password. Failure to comply with these requirements shall constitute a breach of these Terms of Use and shall constitute grounds for immediate termination of your Account and your right to use the Services and Platform. QuantAQ will not be liable for any loss or damage as a result of your failure to provide us with accurate information or keep your account secure.

In other words, you must be at least 13 years old to use our Services. By registering with your information, you are guaranteeing services offered are solely for your use and not a third party, and that all of your information is accurate and updated.

3. Proprietary Rights in Platform

3.1

All content on the Platform, including designs, computer code, text, graphics, pictures, music, sound, and other works and their selection and arrangement (collectively, the "Platform Content") is the property of QuantAQ, its licensors, or other Users. No Platform Content may by modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without QuantAQ's prior written permission. You are granted a limited license to access and use the Platform and the Platform Content in accordance with these Terms of Use, including any member areas to which you have properly gained access, solely for your personal, non-commercial use. You may not upload or republish Platform Content on any Internet, intranet, or extranet site or incorporate the information in any other database or compilation. Any use of the Platform Content outside this limited license is strictly prohibited. Such license does not permit use of any data mining, robots, scraping or similar data gathering or extracting methods. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights.

4. Wireless Features

4.1

The platform or a mobile application associated with the Platform may offer certain features and services that are available to you via your wireless Internet device. These features and services may include the ability to access the Platform's (or an application associated with the Platform's) features, and the ability to upload content to the Platform or associated applications, receive messages from the Platform or any associated app, and download applications to your wireless Internet device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

4.2

You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Platform or via an associated app for Wireless Features, then you agree to notify QuantAQ of any changes to your wireless contact information (including phone number) and update your accounts for the Platform to reflect the changes.

5. Rules of Conduct

5.1

As a condition of use, You promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services and the activity of any sub-user that uses your access code or Account.

5.2

You shall not (1) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionally large load on our (or our third-party providers) infrastructure; (2) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (3) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services (or other Accounts, computer systems or networks connected to the Services); (4) use manual or automated software, devices, or other processes to "crawl" or spider any page of the Platform; (5) harvest or scrape any Content from the Services; (6) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services of the Platform, to any third party for any rason, including by making the Service or the Platform available on a network where it is capable of being accessed by more than one device at any time; (7) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform or the Services, including any copy thereof; (8) copy the Platform or the Services or any associated application, except as expressly permitted by the license in these Terms of Use; (9) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or the Services; (10) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof; (11) use the Services for high-risk activities where the failure of service or misinterpretation of air quality data could lead to death, personal injury, or environmental damage; or (12) otherwise take any action in violation of our guidelines and policies.

5.3

We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process, or governmental request; (2) enforce these Terms of Use including investigating of potential violations hereof; (3) detect, prevent, or otherwise address fraud, security, or technical issues; (4) respond to User support requests; or (5) protect the rights, property, or safety of us, our users, and the public.

5.4

The enumeration of violations in this section (Section 5) of these Terms of Use is not meant to be exclusive and QuantAQ provides notice hereby that it has and will exercise its authority to take whatever action is necessary to protect the services, subscribers, and third parties to acts that would be antithetical to the purposes of this Section 5 of the Terms of Use.

5.5

You acknowledge and agree that the Platform and the Services are provided under license and not sold to You. you do not acquire any ownership interest in the Platform or the Services under these Terms of Use, or any other rights thereto other than to use the Platform and Services solely in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. QuantAQ and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

Lawful Use of the Services

5.6

In using the Services, users must comply with and refrain from violations of any right of any other person, entity, law, or contractual duty, including without limitation the laws of the United States and the laws of Delaware. The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not (a) located in any country that is subject to the OFAC’s trade and economic sanctions, currently Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine, or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals list (“SDN List”) and Sectoral Sanctions List (“SSL List”). Additionally, you agree not to directly, or indirectly – sell, export, transfer, divert, or otherwise dispose of any service received from QuantAQ in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.

Notification Regarding these Terms of Use

5.7

Users shall notify all persons who receive access to the Services of the provisions of these Terms of Use and shall inform them that the terms of these Terms of Use are binding upon them.

Remedial Action

5.8

Users shall notify QuantAQ if and when they learn of any security breaches regarding the Services and shall aid in any investigation or legal action taken by authorities and/or QuantAQ to fix the security breach.

In other words, if you are breaking laws, being obscene, or abusing our Services, we have the right to stop you from doing so. You are responsible for others if they are using your access credentials, as we cannot distinguish between your actions and those of your sub-users.

6. Third Party Services

6.1

The Services may permit you to link to other Platforms, services, or resources on the Internet, and other services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such Platforms or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such Platform or resource.

In other words, it is up to you to be careful when accessing third-party resources on the internet – we do not control them and cannot be held liable or responsible. If you have a problem with them, you should let them know directly.

7. Payments and Billing

Acceptable Payment Methods

7.1

QuantAQ accepts major credit cards, debit cards, and direct bank transfers. Other forms of payment may be arranged by contacting QuantAQ at hello@quant-aq.com. Please note the payment terms presented to you in the process of using or singing up for paid Services are deemed part of this agreement.

7.2

We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions, and privacy policies of the Payment Processors in addition to this agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Billing and Terms

7.3

For subscription-based Services, the terms of the agreement shall be monthly, to commence on the date the User signs up electronically for the Services by creating an Account with an email address. All invoices are denominated, and the User must pay in U.S. Dollars. Users are billed monthly on or about the first calendar day of each Month with payment due no later than ten (10) days past the invoice date. On rare occasions, a User may be billed an amount up to the user’s current balance in an effort to verify the authenticity of the User’s account information. This process ensures User’s without a payment history are not subjected to additional scrutiny. For specific pricing policies, please refer to www.quant-aq.com/products/quantaq-cloud. Monthly fees and renewal fees will be billed at the rate agreed to at purchase. You will cancel the Services at any time by logging in to the User dashboard. At cancelation, your Account will be inactivated, and you will no longer be able to login to our Platform and/or have any access to the Services except in the case of subscription commitments you have agreed to which shall be non-refundable, as permitted by law. If you cancel, you agree that the fees for the first month of Services and any start-up costs associated with setting up your Account (“Startup Costs”) shall be non-refundable, as permitted by law.

7.4

Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges without further authorization from you until you provide prior notice (receipt of which is confirmed by QuantAQ) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your payment method, please contact us at hello@quant-aq.com

7.5

You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate, and you must promptly notify us or our payment processors if your payment method is canceled or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. Changes to such information can be made at https://www.quant-aq.com/user-settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your Billing Account unless you have terminated your paid services as set forth above.

7.6

Users are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back payments relating to Users’ purchase of the Services including, but not limited to national, state, or local sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST)(collectively, “Taxes”). QuantAQ’s standard pricing policies do not include, and or not discounted or enhanced, for any such Taxes. If QuantAQ becomes obligated to collect or pay taxes in connection with Users’ purchase of the Services, those taxes will be invoiced to that User as part of a billing process or collected at the time of purchase. In certain states, countries, and territories, QuantAQ may determine if Users’ purchase of Services is subject to certain taxes and if so, may collect such taxes and remit them to the appropriate taxing authority. If User believes that a given tax does not apply or that some amount must be withheld from payments to QuantAQ, User must promptly provide QuantAQ with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, providing such information is valid and sufficiently authorized by all appropriate taxing authorities. User must also provide QuantAQ with any tax identification information that is necessary for QuantAQ to comply with QuantAQ’s tax obligations as determined by QuantAQ from time to time. User will be solely responsible for any misrepresentations made or noncompliance caused by User regarding taxes whether with respect to QuantAQ or other parties, including any penalties, fines, audits, interest, back payments, or further taxes associated with such misrepresentations or noncompliance.

Arrearages

7.7

Payments not made without ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue without the requirement of providing notice of such arrears, QuantAQ may suspend service to such Account and bring legal action to collect the full amount due, including any attorney’s fees and costs.

Suspension for Nonpayment

7.8

If a User is past due on their balance, QuantAQ may send up to three (3) email notifications within a fifteen (15) day period before suspending the Users Account. Any and all Services will be powered off or otherwise nonfunctioning during this suspension period. QuantAQ reserves the right to delete the Users data after a final termination notice.

In other words, we currently accept payments through major credit cards and bank transfers. You are typically billed monthly for the impending month's usage. Please make sure to keep your billing details updated!

8. Warranty Disclaimer and Beta Services

8.1

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no dity to take any action regarding:

  • Which users get access to the Services
  • What content you access via the Services
  • How you may interpret or use the Content
8.2

The air quality data collected and analyzed by QuantAQ sensors and third-parties represents our best ability to measure the variables specified. As such, we cannot guarantee the data is accurate and do not intend our data to be used for life and death decisions. There are a number of factors that can affect the quality and availability of our data including, but not limited to environmental conditions, sensor failure, sensor degradation, communication availability, and sensor siting. You can find more information about how we do our best to minimize error and ensure reliability at https://blog.quant-aq.com. If you have questions about the quality of our data, contact us at hello@quant-aq.com.

In other words, we as a company have rights, just like you!

Beta Services

8.3

QuantAQ is currently offered as a "beta" service. QuantAQ will determine, at its sole discretion, the availability, duration, features, and components of the Services.

All beta services are provided "as is" without any warranties of any kind, whether express, implied, statutory, or otherwise.

9. Disclaimer and Limitation of Liability

Disclaimer

9.1

THE PLATFORM AND THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QUANTAQ, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, QUANTAQ PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

9.2

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUANTAQ OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES OR THE PLATFORM OR SERVICE CONTENT FOR:

  • (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

  • (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO ACCESS AND USE THE PLATFORM OR THE SERVICES.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. QUANTAQ WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT OR TO THE QUANTAQ PRODUCTS AND SERVICES. CONSEQUENTIAL DAMAGES INCLUDE BUT ARE NOT LIMITED TO LOST PROFITS, LOST REVENUES, AND LOST BUSINESS OPPORTUNITIES WHETHER YOU WERE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. IN NO AMOUNT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATED TO THE QUANTAQ PRODUCTS AND SERVICES EXCEED THE AMOUNT PAID BY YOU TO QUANTAQ DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTS GIVING RISE TO LIABILITY HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT.

10. Confidentiality

10.1

Users shall keep confidential any confidential information to which it is given access and shall cooperate with QuantAQ’s efforts to maintain the confidentiality thereof. Users shall not publish to third parties or distribute information or documentation that QuantAQ provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.

In other words,we will most likely not share any confidential information with our customers.

11. Indemnification

11.1

You agree to indemnify and hold harmless QuantAQ, its officers, employees, agents, subsidiaries, affiliates and other partners, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, arising out of, resulting from, or alleged to result from your use of this Platform or your violation of these Terms of Use, including, but not limited to, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

In other words, if you aren't happy with the data, conclusions drawn from, or information gathered by our sensors, we can't be held responsible.

12. Backup

12.1

User is solely responsible for the preservation of the Users data. Even with respect to data as to which the User contracts for backup services provided by QuantAQ.

In other words, we do our best to maintain regular backups of all data; however, there may scenarios in which some data is lost and is outside our control. For this reason, we highly recommend you maintain offsite, regular backups of your data as well.

In other words, please backup your own data, especially if it's important. While we do our best, things happen!

13. Publicity

13.1

Each User is permitted to state publicly that a User is a user of the Products and Services. Subject to QuantAQ’s Privacy Policy, each User agrees that QuantAQ may include such User’s name and trademarks in a list of QuantAQ’s Users, online, or in promotional materials. Each User also agrees that QuantAQ may verbally reference such User as a user of the Products and Services. User may opt-out of the provisions in this section 13.1 by emailing a request to hello@quant-aq.com.

In other words, we're proud to have the quality of customers that we do. If it comes up, we may mention you as a customer.

14. Termination and Access

14.1

QuantAQ reserves the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice and for any or no reason, effective immediately, including, but not limited to as a result of your violation of any of these Terms of Use or any law, or if you misuse the Services. Any such termination may result in the forfeiture and destruction of information associated with your Account. QuantAQ may provide prior notice of the intent to terminate Services to you if such notice will not, in QuantAQ’s discretion, run counter to the intents and purposes of these Terms of Use. Except as otherwise set forth hereunder, any and all fees paid hereunder are non-refundable and any and all fees owed to QuantAQ before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as QuantAQ’s costs for collection (including Attorneys’ fees) of any such charges or other liabilities. Upon termination, any and all rights granted to the User by this Agreement will immediately be terminated and User shall promptly discontinue all use of the Services. If you wish to terminate your account, you may do so by visiting the Platform, All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, licensees of User Content, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

In other words, if you violate these Terms of Use, we have the right to pause or cancel your Account. These actions are reserved for the most drastic offenses and we will do our best to notify you ahead of time. You are also free to terminate your account without reason at any time.

15. Dispute Resolution

15.1

Mindful of the high cost of litigation, you and QuantAQ agree to the following dispute resolution procedure: in the event of any controversy, claim, action, or dispute arising out of or related to (1) the Platform; (2) this Agreement; (3) the Services; (4) the Products; (5) the breach, enforcement, interpretation, or validity of this Agreement; or (6) any other dispute between you and QuantAQ (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Both you and QuantAQ agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.

In other words, we truly hope we never have to enter into litigation with our Users and we hope you reciprocate that feeling. If it gets to that point, we agree to discuss it and try to figure out a solution first.

16. Miscellaneous Provisions

16.1

Ownership of Data. When using the Products or Services, you acknowledge and agree that any sensor-generated data ("Data")(in its entirety) is owned exclusively by QuantAQ, unless specified in your individual contract with QuantAQ, and that QuantAQ grants you a non-exclusive, royalty-free license to use Services. QuantAQ maintains the right to sell, license, provide access to, or otherwise use Data at its discretion in an anonymized or aggregated form.

In other words, while you own the Devices in their entirety, any and all data that hits our platform is owned by QuantAQ and we simply provide you access to it for the cost of the subscription. We reserve the right to aggregate data across the network for use either internally (for research or QA/QC purposes) or externally as inputs to models or forecasts. The individual data themselves will not be provided to anyone outside of QuantAQ.

16.2

QUANTAQ™ and the QuantAQ Logo are trademarks of QuantAQ. You agree not to display or use these trademarks in any manner without QuantAQ’s prior, written permission.

16.3

QuantAQ may assign this agreement at any time. You may not assign or transfer this agreement.

16.4

No waiver by QuantAQ of any term or condition set out in these Terms of Use 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 QuantAQ to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

17. Contact

You may contact us at the following address:

QuantAQ, Inc.
444 Somerville Ave
Somerville, MA 02143

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