(Last updated May 26, 2015)
THESE TERMS OF SERVICE (THIS "AGREEMENT") ARE AN AGREEMENT BETWEEN YOU ("CUSTOMER") AND QUANTCHA, INC. ("QUANTCHA") AND SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH QUANTCHA AGREES TO GRANT CUSTOMER THE RIGHT TO ACCESS AND USE CERTAIN QUANTCHA PRODUCTS AND SERVICES.
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING THE SERVICE. THESE TERMS OF SERVICE (THIS "AGREEMENT") ARE A LEGAL AND BINDING AGREEMENT BETWEEN CUSTOMER AND QUANTCHA. BY ACCEPTING THIS AGREEMENT, EITHER BY USING THE SERVICE, CLICKING A BOX INDICATING CUSTOMER’S ACCEPTANCE, OR PLACING AN ORDER (AS DEFINED IN SECTION 1 BELOW) THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEBSITE.
1. CONSTRUCTION. Capitalized terms (whether in the singular or plural) shall have the meanings assigned in the text of this Agreement, and Customer’s Order. For the purpose of this Agreement, an "Order" means an order for one or more Quantcha services placed by Customer and accepted by Quantcha. The Order may be a physical purchase order or may be a form that you click through electronically, including by signing up for specific services on the Quantcha website. Quantcha offers both free and paid products and services. If your Order indicates that your selected product or service will be provided at no charge, the payment obligations set forth in Section 3.1 will not apply until such time as you upgrade to a paid product or service or place an order for paid products or services.
2. THE SERVICE.
2.1 Access. Commencing on the Start Date specified in the applicable Order, Quantcha shall make available to Customer the Quantcha services identified in the Order for use by the number of Authorized Users specified in the Order, subject to the terms of this Agreement and any scope limitations set forth in the Order (the "Service").
2.2 Rights to the Service. Subject to the terms and conditions of this Agreement, Quantcha hereby grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the Service and permit the number of individual users specified in the Order to use the Service subject to the scope limitations applicable to your Order.
2.3 The Content. Quantcha may provide Customer and its users with access to content, information and data through the Service ("Content"). This Content may originate with Quantcha or be sourced from third parties. Content provided on or through the Service is for general information only, and does not constitute investment advice. Under no circumstances does Quantcha, its affiliates, suppliers, licensors or their employees render advice or recommendations concerning the nature or the potential value or suitability of any security, transaction or investment strategy. Quantcha suggests that Customer and its users consult with their tax or financial advisor with respect to each user’s individual situation. Content provided through the Service is provided without warranty of any kind, and may include inaccuracies, errors or omissions. Neither Quantcha, its affiliates, information providers or content providers shall have any liability to Customer, its users, or any third parties for the accuracy, completeness, timeliness or correct sequencing of the Content, or for any decision made or action taken by Customer, its users, or any third party in reliance upon such information, or for the delay or interruption of such information. Trading options involve risks, and is suitable for everyone. Option trading is speculative in nature and carries substantial risk of loss. Only invest with risk capital and with the advice of a qualified financial advisor.
2.4 Restrictions and Conditions. Customer shall not, directly, indirectly or through its Authorized Users, employees and/or the services of independent contractors: (a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Service or access to data provided through the Service; (b) publicly publish, copy (except for internal use), duplicate or replicate the Service or any data or Content provided through the Service; (c) scrape any data, content or intellectual property, or otherwise trespass or interfere with Quantcha's Service or systems; (d) "frame," "mirror," copy or otherwise enable third parties to use the Service (or any component thereof) as a service bureau or other outsourced service; (e) allow access to the Service by multiple individuals impersonating a single end user; (f) use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any Quantcha technologies, services, systems or other offerings, including data transmission, storage and backup; (g) use the Service for the purpose of developing a product or service that competes with the Quantcha products and services; (h) circumvent or disable any security features or functionality associated with Service; or (i) use the Service in any manner prohibited by law.
2.5 Delivery of Service and Materials. The Service, and any updates or maintenance releases thereof, shall be made available only on a hosted basis, and will not be delivered in object code or physical media to Customer. The Service, and any deliverables provided under this Agreement will be delivered only through an electronic transfer.
2.6 Service Limitations. Customer agrees and acknowledges that any software or applications that are provided as a part of the Quantcha Services may include errors or bugs that may result in erroneous information, including but not limited to, computations and calculations, for the Customer. Customer agrees that Quantcha is not responsible or liable for any errors, bugs, malfunctions, or incomplete or erroneous information that may result from Customer's use of Quantcha Services or from any related software or applications that are provided by Quantcha or a third party.
2.7 Additional Warnings and Disclaimers Regarding Option Trading. Quantcha provides an information only Service and does not act as a broker or advisor to its users. The projections or other information regarding the likelihood of various investment outcomes are hypothetical in nature, are not guaranteed for accuracy or completeness, do not reflect actual investment results, and are not guarantees of future results. Option trading is extremely risky, and multiple leg option strategies may involve complex tax treatments. We strongly recommend that users consult a tax professional prior to implementing option-trading strategies. Options involve significant risk and are not suitable for all investors. Customer acknowledges and agrees that it has review the Characteristics and Risks of Standardized Options brochure, available for review at http://www.optionsclearing.com/about/publications/character-risks.jsp before users begin trading options. Options investors may lose the entire amount of their investment in a relatively short period of time.
2.8 Third Party Content and Services. The Service may contain content from and links to third party products, services, and websites. Quantcha exercises no control over the third party content, products, services, and websites and Quantcha are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. Quantcha is not responsible or liable, directly or indirectly, for any damage or loss caused to Customer or its users by their use of or reliance on any goods or services available through the third party products, services, and websites. Customer and its users may choose to link the Website with certain third party services, including third party brokerage services. Any interaction with third party services, including the transmission of potential trade orders, ("Third Party Interactions") are made at the user’s own risk. Quantcha makes no warranties regarding Interactions with third party services, and is not responsible for the proper or timely communication of information with third party services or the execution or trades by third parties as a result of such Interactions. Customer and its users hereby release Quantcha from any and all liability in connection with such Third Party Interactions, and agree to indemnify Quantcha from any harm arising out of their reliance on such Third Party Interactions.
3. CUSTOMER OBLIGATIONS.
3.1 Fees and Payment Terms. In consideration of the rights granted herein, Customer shall pay Quantcha the amounts specified in each applicable Order ("Fees").
(a) Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Service (collectively, "Sales Taxes"). Customer shall be solely responsible for the payment of any Sales Taxes. In the event Quantcha is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse Quantcha for all amounts paid.
(b) Unless otherwise specified in the applicable Order, all amounts shall be paid to Quantcha immediately upon the execution of the Order, or the receipt of Net Revenue by Customer, if applicable. Fees not paid when due shall be subject to a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. Quantcha further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to Quantcha shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Quantcha. Customer authorized Quantcha to charge the credit card or account that Customer has on file with Quantcha any fees or outstanding balances that Customer owes to Quantcha. Customer shall immediately update its credit card, account, or payment information if such information changes in any manner, or if payment is declined or unable to be processed.
(c) Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term.
3.2 Compliance with Laws. The Quantcha Service is of U.S. origin. Customer shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which Customer uses the Service, including all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. Customer will not upload any data or information to the Service for which Customer does not have full and unrestricted rights.
3.3 Feedback and Use of Data. Customer has no obligation to give Quantcha any suggestions, comments or other feedback ("Feedback") relating to the Service or other current or potential Quantcha products or services. However, Quantcha may use and include any Feedback that Customer provides to improve the Service or other Quantcha products, services, software and technologies. Accordingly, if Customer provides Feedback, Customer grants Quantcha and its affiliates and subsidiaries a worldwide, non-exclusive, irrevocable, royalty-free, perpetual license to, directly or indirectly, use, reproduce, license, sublicense, distribute, make, have made, sell and otherwise commercialize the Feedback in the Service or other products, services, software and technologies. Customer further agrees not to provide any Feedback that (a) Customer knows is subject to any patent, copyright or other intellectual property claim or right of any third party or (b) is subject to license terms which seek to require any products incorporating or derived from such Feedback, or other Quantcha intellectual property, to be licensed to or otherwise shared with any third party.
4. PROPRIETARY RIGHTS.
4.1 Reservation of Rights. All rights not expressly granted to Customer are reserved by Quantcha, its suppliers and licensors.
4.2 Limited License to Quantcha. By submitting any content (including without limitation, any photograph, words, pictures, or symbols) or information to us in connection with your registration for and use of the Service, you grant us a license to use, copy, modify, create derivative works, publicly perform and distribute such content for the purpose of providing you with the Service, and for the purposes of improving Quantcha’s products and services. If you post content to public facing features of the Service, including as part of a website hosted by Quantcha, you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license, sublicensable through multiple tiers, in all media now known or hereinafter created and for any purpose, license to use, copy, modify, create derivative works, publicly perform and distribute such content in connection with providing our products and services to you. You represent and warrant that you have sufficient rights to grant us the foregoing licenses. The foregoing licenses include any personality or publicity rights encompassed in such content, and you acknowledge we may use any such content to promote the Service. You must obtain consent and a release from any person (or the legal guardians of any persons) depicted in your content before you submit it to us, with full knowledge from these persons that we may use and publish the content in which they are depicted it in any manner whatsoever.
4.3 Responsibility for Content. You are solely responsible for any content that you submit, post or transmit via our Service. You may not post or submit any content that: (i) infringes the copyright, trademark, or other intellectual property rights of any person; (ii) is defamatory; (iii) contains nudity or sexually explicit content, or is otherwise obscene; (iv) may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise; (v) depicts or advocates the use of illicit drugs; (vi) makes use of offensive language or images; (vii) characterizes violence as acceptable, glamorous or desirable; (viii) provides a link to any other websites; or (ix) provides a phone number, email or other personal contact information. Quantcha has no obligation to process or post any specific content from you or anyone else. Quantcha may, in our sole and unfettered discretion, edit, remove or delete any content that you post or submit, including without limitation, if such content is judged by Quantcha to violate the foregoing restrictions or otherwise inappropriate for the Service.
5. TERM AND TERMINATION.
5.1 Term. Unless otherwise specified in the Order, the initial term of this Agreement will begin on the Effective Date and shall continue thereafter until the End Date specified in the Order (the "Initial Term"), and shall thereafter automatically renew for additional periods of one (1) year (each a "Renewal Term," and collectively together with the Initial Term, the "Term") unless either party provides written notice of its intention not to renew to the other party at least forty five (45) days prior to expiration of the current term, and no sooner than ninety (90) days prior to the expiration of the current term. If no End Date is specified in the Order, the End Date will be one year from the Effective Date of this Agreement.
5.2 Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach has not been cured within thirty (30) days of providing notice thereof. Quantcha, in its sole discretion, may terminate this Agreement and Customer’s Service with Quantcha, Customer’s password, and/or its account, and remove any content within the Service for any reason, including and without limitation, the lack of use, or if Quantcha believes that Customer has violated or acted inconsistently with the letter or spirit of these Terms of Service.
6. INDEMNIFICATION. Customer shall indemnify and hold Quantcha, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with Customer’s use of the Service or breach of this Agreement. In the event Quantcha is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Customer agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney's fees.
7. WARRANTY/ LIABILITY/ TOTAL LIABILITY.
7.1 Warranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein. Customer represents and warrants to Quantcha that: (a) Customer will use all necessary security options with any equipment or software that Customer uses in conjunction with Quantcha Services; (b) Customer’s authorized representative is of legal age (at least 18 years of age) to enter into this Agreement; (c) Should Customer receive notice of any claim regarding the Quantcha Services, Customer shall promptly provide Quantcha with a written notice of such claim.
7.2 Disclaimer. THE SERVICE AND ANY OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "SERVICES") AND ALL DATA PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. QUANTCHA DOES NOT WARRANT THE COMPETENESS OR ACCURACY OF DATA PROVIDED, AND CUSTOMER SHOULD INDEPENDENTLY VERIFY SUCH INFORMATION. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY QUANTCHA, ITS SUPPLIERS AND ITS LICENSORS.
7.3 Internet Risk. CUSTOMER ACKNOWLEDGES AND AGREES THAT SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS. QUANTCHA IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND QUANTCHA’S REASONABLE CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY QUANTCHA.
7.4 Limitation. CUSTOMER’S EXCLUSIVE REMEDY AND QUANTCHA’S, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE GREATER OF THE AGGREGATE AMOUNTS PAID BY CUSTOMER AND RECEIVED BY QUANTCHA HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. CUSTOMER HEREBY RELEASES QUANTCHA, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT QUANTCHA’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT.
7.5 Exclusion of Certain Damages and Limitations of Types of Liability. IN NO EVENT WILL QUANTCHA BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.
8. COPYRIGHT INFRINGEMENT. Quantcha respects the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (3) your address, telephone number, and email address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. If you believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your user content, you may send a counter-notice containing the following information to the copyright agent: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the Western District of Washington and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. Our designated agent for notice of copyright infringement can be reached at: Quantcha, Inc., Attention: Copyright Notice, 16625 Redmond Way, Suite M PMB 206, Redmond, Washington 98052, USA.
9. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, Customer agrees, during the term of this Agreement, that Quantcha may: (a) revise the terms and conditions of this Agreement; and/or (b) change part of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective on you through your continued use of the Quantcha Services after any such revisions. Customer agree to periodically review notices posted on the Service, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be effective on receipt and processing by us. By continuing to use Quantcha Services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes.
10. GENERAL. This Agreement shall be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Service. The failure of Quantcha to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. Sections 1, 2.6, 2.7, 2.8, 3, 4, 5, 6, 7, 8, 9 and 10 survive termination or expiration of this Agreement for any reason. If any part of this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Service will immediately terminate, except for those provisions noted above which will continue in full force and effect. This Agreement may not be transferred or assigned by Customer to any third party, including by operation of law, without Quantcha’s prior written consent. This Agreement, together with any applicable Orders comprises the entire agreement between Customer and Quantcha and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Quantcha's designated agent for notice of copyright infringement can be reached at:Quantcha, Inc.
Quantcha can be reached using the following contact information: