These Terms of Use (the “Terms”) govern your use of the Quattr Content AI, Quattr’s analyticsand AI platform supporting search engine optimization activities, including all related software,hardware and API’s made available to you by Quattr (the “Platform”). You agree, on your ownbehalf and on behalf of the company or other entity on whose behalf you are accepting theseTerms (collectively, the “Subscriber”), to be legally bound by these terms. BY INDICATINGAGREEMENT BELOW, OR BY REGISTERING FOR OR USING THE PLATFORM, THEPERSON ACCEPTING THIS AGREEMENT AGREES (1) TO BE BOUND BY THISAGREEMENT, AND (2) THAT SUCH PERSON HAS THE AUTHORITY TO DO SO,EITHER INDIVIDUALLY OR AS AN AGENT OR REPRESENTATIVE OF AN ENTITY,AND (3) THAT SUCH PERSON HAS READ AND UNDERSTOOD AND ACCEPTS THESETERMS. If you do not accept these Terms, you may not register for or use the Platform. These Terms are effective as of the date Subscriber indicates agreement below (the “Effective Date”).
Quattr may change, modify, add or remove portions of these Terms (each, an “Update”) from time to time without prior notice, and such Updates will be effective immediately, so we encourage you to frequently review these Terms of Use. If we make an Update, we will change the “Last Updated” date above. Your continued use of the Platform confirms your acceptance of the Update. If you do not agree to the updated Terms of Use, you should discontinue using the Platform. Quattr may also change, modify, add or remove portions or features of the Platform from time to time, in our sole discretion.
1. Access and Use
1.1 Access to the Platform.
Subject to Subscriber’s compliance with the Terms, Quattr grants to Subscriber a nonexclusive, limited, nontransferable right to access and use the Platform solely for the permitted purposes described in this paragraph, and in accordance with all applicable Laws. “Laws” include all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in any territory that has jurisdiction over the parties, whether in effect as of the Effective Date or later come into effect. Subscriber may access and use the Platform for their internal business purposes, which include creating content for search engine optimization.
1.2 License to Data.
Subscriber grants Quattr a non-exclusive, non-transferable royalty-free, perpetual, worldwide, license to use, copy, modify, translate, transmit, monitor, retrieve, store, create derivative works from, distribute and display the all data and information input by Subscriber into the Platform (“Data”). Quattr may also use the Data for its business purposes, including, but not limited to, the identification of trends and the formulation of statistics and analytics, and may disclose the same, provided that in connection with such use or disclosure, (i) such data and information are aggregated and do not identify individuals or Subscriber, and (ii) such data and information are not be identifiable as originating from Subscriber.
1.3 Data Representation & Warranty.
Subscriber represents and warrants to Quattr that Subscriber (i) has all rights and consents necessary to transmit, upload or otherwise disclose all Data to Quattr, and that Data does not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights of privacy or publicity; (ii) Subscriber has sufficient rights in the Data to grant the license to Quattr herein; and (iii) Subscriber’s use of Data complies with all applicable Laws.
1.4 System and Usage Data.
Quattr may monitor any and all use of the Platform by Subscriber and its users. Quattr may gather Subscriber system and usage data for the purpose of optimizing the Platform. This information includes, but is not limited to, data regarding memory usage, connection speed and efficiency.
1.5 Restrcitions on Use.
Subscriber shall not use, or allow others to use, the Platform in any manner other than as expressly allowed in these Terms. Subscriber may not (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Platform or its structural framework, (ii) sublicense, subcontract, translate, license or grant any rights to the Platform (including without limitation allowing any distribution or sublicense of the Platform or other access to the Platform by any person or entity that is not an authorized user, or processing Data using the Platform on behalf of third parties or any affiliated entities), (iii) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, (iv) harvest or collect information about or from other users of the Platform (v) probe, scan or test the vulnerability of the Platform, or breach the security or authentication measures on the Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform (vi) modify or create derivative works of the Platform, (vii) attempt to gain unauthorized access to the Platform or its related systems or networks, (viii) use the Platform in whole or in part for any illegal purpose, (ix) use the Platform to build a competitive product or service, or (x) facilitate or encourage any violations of this Section. Subscriber shall (a) take all reasonable precautions to prevent unauthorized or improper use of the Platform, (b) not interfere with or disrupt the integrity or performance of Platform, (c) not attempt to gain unauthorized access to Platform or its related systems or networks, and (d) not create internet “links” to the Platform or “frame” or “mirror” any content therein.
1.6 Acceptable Use Policy.
Subscriber acknowledges that Quattr engages third party vendors to host the Platform, and may change such vendors from time to time. Subscriber shall at all times use the Platform in accordance with such vendors’ acceptable use policy as made available by Quattr to Subscriber from time to time (“AUP”), and the AUP is incorporated into these Terms in its entirety as if fully set forth herein. As of the Effective Date, Quattr’s hosting provider is AWS, and Subscriber shall comply with AWS’ AUP found at https://aws.amazon.com/aup/. Quattr will use commercially reasonable efforts to identify any changes to its hosting provider by posting this information within the Platform. Subscriber acknowledges that the vendor’s AUP may change from time to time, and that it is Subscriber’s responsibility to check the current vendor’s AUP regularly to ensure its continued compliance.
1.7 Third Party Content.
The Platform may enable Subscriber to access data licensed to Quattr by third parties, or to link to and use models provided by third parties, including OpenAI (together, “Third Party Content”). Quattr does not guarantee the accuracy, timeliness, completeness, or usefulness of Third Party Content, and is not responsible or liable for any content, software, products, or other materials on or available from third parties, including third party models and websites. You will use Third Party Content only at your own risk, and Quattr shall have no responsibility or liability to you in any way in relation to any Third Party Content.
1.8 Security.
Subscriber shall ensure the security of its account ID, password, and connectivity with the Platform. If any administrative account ID or password is stolen or otherwise compromised, Subscriber shall immediately change the password and inform Quattr of the compromise. Subscriber acknowledges that responsibility for all Data submitted to the Platform lies solely with Subscriber. Subscriber is solely responsible for the integrity and quality of Data, and for maintaining an appropriate backup thereof. Quattr may change the authorization method for access to the Platform. Quattr is not responsible for loss of any data in transmission or improper transmission by Subscriber to the Platform.
1.9 Reservation of Rights.
All rights not expressly granted to Subscriber herein are expressly reserved by Quattr. The Platform is and will remain the exclusive property of Quattr, and Quattr will retain ownership of all copyrights, patents, trademarks, trade secrets, know-how, databases, and other intellectual property rights relating to or residing in such items, and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Subscriber will have no right, title, or interest in or to the same. Nothing in these Terms will be deemed to grant, by implication, estoppel, or otherwise, a license under any of Quattr’s or its licensors’ existing or future rights in or to the Platform. Quattr trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by Quattr and shall inure solely to the benefit of Quattr. Any and all feedback or suggestions that Subscriber provides with respect to the Platform, and any product or service incorporating such feedback, constitutes Quattr’s sole and exclusive property, and Subscriber hereby irrevocably assigns to Subscriber all intellectual property rights and all other rights and title related to such feedback and suggestions.
2.Warranties and Disclaimers
2.1 QUATTR AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM, THIRD PARTY CONTENT AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QUATTR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THIRD PARTY CONTENT OR ANY ASSOCIATED SERVICES WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
2.2 Subscriber represents, warrants and covenants that (i) Subscriber will comply with all Applicable Laws with respect to its and its users’ access to and use of the Platform; and (ii) Subscriber has received all third-party consents and certifications necessary for the transmission of Data to the Platform. Quattr is not responsible for ensuring that the Platform, or any portion thereof, is in compliance with Subscriber’s criteria for legal compliance. Subscriber acknowledges that Quattr is not responsible for the integrity of data and information, including without limitation, Data, including completeness, accuracy, validity, authorization for use and integrity over time, and Quattr shall not be responsible for any loss, damage or liability arising out of the Data, including any mistakes contained in the Data or the use or transmission of the Data. Subscriber accepts sole responsibility for, and acknowledges that it exercises its own independent judgment in, its selection and use of Data and any results obtained therefrom.
3. User Indemnification
3.1 Subscriber will, if instructed by Quattr, defend, and in any event indemnify, and hold harmless Quattr and its affiliates and its and their licensors, suppliers, officers directors, employees and agents, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, settlements and judgments) arising out of or incurred as a result of: (i) your use of the Platform (unless the claims are covered by our obligations in Section 4) and Third Party Content; (ii) your noncompliance with applicable Laws or breach of these Terms; (iii) your use or reliance on Third Party Content; and (iv) User Data.
4. Quattr Indemnification
4.1 Quattr, at its own expense, shall: (i) defend, or at its option settle, any claim, suit or proceeding brought by a third party against the Subscriber and its affiliates and its and their licensors, suppliers, officers directors, employees and agents alleging that the Platform (other than Data) infringes an existing United States copyright or trademark; and (ii) pay any final and non-appealable judgment entered or settlement against Subscriber thereon; provided, however, that Quattr shall not be responsible for any compromise or settlement made without its prior consent. If the Platform is or may become the subject of such a claim, Quattr may, at its option: (1) modify or replace the affected parts so the Platform become non-infringing or (2) terminate these Terms and refund Subscriber for any prepaid and unused fees. Quattr shall have no obligation with respect to any infringement claim based upon (a) Data or (b) Subscriber’s or its users’ combination, operation or use of the Platform with non-Quattr applications, information or services if the infringement claim would have been avoided had such combination, operation or use not occurred. Where infringement claims arise with respect to third party products, Quattr’s sole obligation is to pass through to Subscriber any indemnity that may be available to Subscriber under the terms and conditions of the agreement between Quattr and such third party vendor. THIS SECTION STATES THE ENTIRE LIABILITY OF QUATTR, AND SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT INVOLVING THE PLATFORM.
5. Limitations of Liability
5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUATTR AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM AND ANY SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF QUATTR IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. QUATTR’S TOTAL CUMULATIVE LIABILITY TO SUBSCRIBER IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
6. Term; Suspension
6.1 Term.
The term of these Terms will commence on the Effective Date and continue until Subscriber’s subscription for the Platform expires or terminates.
6.2 Suspension.
Quattr may suspend provision of or access to the Platform at any time without notice and without liability in our sole discretion. Any breach of these Terms that occurs through or by your account shall be deemed to have been a breach by you.
7. General Terms
7.1 The Agreement and all rights and obligations hereunder are not assignable or transferable by Subscriber without the prior written consent of Quattr, and any attempt to do so shall be void. Quattr will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control. These Terms are deemed to be made under and shall be interpreted in accordance with the laws of California, excluding conflict of laws principles. Any suit or proceeding relating to these Terms shall be brought only in the state and federal courts located in San Francisco, California, and both parties hereby submit to the jurisdiction of such courts. Subscriber and Quattr are independent contractors and nothing in these Terms will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise specifically provided in these Terms, neither party will have or represent that such party has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. All notices and consents required or permitted under these Terms must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid) or by overnight courier. Notices to Quattr shall be sent to 832 Loma Verde Ave. Palo Alto, CA 94303, attention of its Chief Executive Officer, and notices to Subscriber shall be sent to the address provided in its registration. Email notices shall not suffice under this Section. Each party may change its address for receipt of notices by giving notice of the new address to the other party. If any provision of these Terms are held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of these Terms will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the parties to the fullest extent possible. The failure of either party to enforce any provision of these Terms, unless waived in writing by such party, will not constitute a waiver of that party’s right to enforce that provision or any other provision of these Terms. These Terms are made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with these Terms. The enumeration herein of specific remedies shall not be exclusive of any other remedies unless otherwise expressly stated herein. Any delay or failure by any party to these Terms to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy, or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. These Terms constitute the entire agreement of the parties with respect to the subject matter herein, and supersedes all prior discussions, understandings and agreements with respect to its subject matter. Any terms on a purchase order, payment document, or other document submitted by Subscriber shall be void and have no force or effect.
I ACCEPT
