Last Updated September 28th, 2022
Please read this MSA carefully before using the Services. This MSA applies 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 this MSA and You agree to be bound by this MSA 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 this MSA, 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.
This QuantAQ Main Service Agreement (MSA) is effective as of the effective date of an applicable signed order form (such as an "Order Form" and such date the "Effective Date") or voluntary user registration through quant-aq.com and is by and between QuantAQ Inc., a Delaware corporation with a place of business at 444 Somerville Ave, Somerville, MA 02143 ("QuantAQ") and the customer set forth on the Order Form or website registration form ("Customer")(each a "Party" and together the "Parties"). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control.
Our Service. QuantAQ offers online services that integrate with 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.
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 Accounts can use the Services on a limited basis, viewing publicly available devices.
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.
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.
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.
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 Platforms (or an application associated with the Platforms) 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.
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.
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.
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.
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.
QuantAQ accepts major credit cards, debit cards, and direct bank transfers. Other forms of payment may be arranged by contacting QuantAQ at [email protected]. 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.
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.
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.
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 [email protected]
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.
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.
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.
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!
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no dity to take any action regarding:
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 [email protected].
In other words, we as a company have rights, just like you!
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.
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.
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:
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.
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.
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.
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!
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.
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.
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.
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.
QuantAQ may assign this agreement at any time. You may not assign or transfer this agreement.
You may contact us at the following address:QuantAQ, Inc.
© 2022 QuantAQ, Inc. All rights reserved. No part of QuantAQ's Platform may be reproduced, modified, or distributed in any form or manner without the prior written consent of QuantAQ.