TERMS OF SERVICE
These Terms of Service (“Terms”) govern your access to and use of QuantumBookAds.
By (1) clicking a box or button indicating acceptance, (2) accessing or using the Services, (3) creating or accessing an account on QuantumBookAds’ website or application, or (4) executing an Order Form, you agree to be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these Terms. In that case, “you” and “Customer” refer to that entity and its affiliates.
Direct competitors of QuantumBookAds may not access or use the Services without QuantumBookAds’ prior written consent. You may not access the Services for the purpose of monitoring availability, performance, or functionality, or for benchmarking or other competitive purposes.
1. DEFINITIONS
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
1.2 “Content” means information obtained by QuantumBookAds from publicly available sources or third-party content providers and made available to Customer through the Services.
1.3 “Customer Data” means data and information submitted, uploaded, or otherwise made available by Customer to QuantumBookAds through the Services. For clarity, Customer Data does not include Content.
1.4 “Order Form” means any order form entered into by Customer and QuantumBookAds that incorporates these Terms.
1.5 “Purchased Services” means the specific Services purchased by Customer or its Affiliates under an Order Form.
1.6 “Services” means the features and functionalities made available through QuantumBookAds software provided by QuantumBookAds and its Affiliates, including any updates and upgrades.
1.7 “Subscription Term” means the subscription term set forth in an Order Form.
1.8 “User” means Customer and any individual authorized by Customer to access or use the Services.
2. PROVISION OF SERVICES
2.1 License Grant. Subject to these Terms, QuantumBookAds grants you a limited, non-assignable, non-sublicensable, non-transferable, non-exclusive license, during the Subscription Term, to access and use the Services solely for your internal business purposes and only as permitted by these Terms.
2.2 Provision of Purchased Services. During the Subscription Term, QuantumBookAds will:
(A) make the Purchased Services and Content available to Customer in accordance with these Terms;
(B) provide standard support for the Purchased Services at no additional charge; and
(C) use commercially reasonable efforts to make the Purchased Services available 24/7, except for planned downtime and events beyond QuantumBookAds’ reasonable control.
3. USE OF SERVICES AND CONTENT
3.1 Customer Responsibilities. Customer will:
(a) be responsible for Users’ compliance with these Terms;
(b) be responsible for the accuracy, quality, and legality of Customer Data;
(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content and promptly notify QuantumBookAds of any unauthorized access or use; and
(d) use the Services and Content only in accordance with these Terms and all applicable laws and government regulations.
3.2 Usage Restrictions. Customer agrees it will not:
(A) make any Services or Content available to anyone other than Customer or Users, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates;
(B) sell, resell, license, sublicense, distribute, make available, rent, or lease any Services or Content;
(C) use the Services to store or transmit infringing, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(D) use the Services to store or transmit Malicious Code;
(E) interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein;
(F) attempt to gain unauthorized access to the Services or Content or their related systems or networks;
(G) permit direct or indirect access to or use of the Services or Content in a way that circumvents contractual usage limits;
(H) copy the Services or any part, feature, function, or user interface thereof;
(I) copy Content except as expressly permitted in these Terms or an Order Form;
(J) frame or mirror any portion of the Services or Content, except on Customer’s own intranets or otherwise solely for Customer’s internal business purposes;
(K) access the Services or Content to build or develop a competing product or service; or
(L) reverse engineer the Services (to the extent such restriction is permitted by law).
4. FEES AND PAYMENT
4.1 Fees. Customer will pay all fees specified in applicable Order Forms. Unless otherwise stated in these Terms or an Order Form:
(i) fees are based on subscriptions purchased, not actual usage;
(ii) payment obligations are non-cancelable and fees paid are non-refundable; and
(iii) quantities purchased may not be decreased during the applicable Subscription Term.
4.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise as set forth in the applicable Order Form. Unless otherwise stated in the Order Form, invoices are due net 30 days from the invoice date. Customer must provide complete and accurate billing and contact information and promptly notify QuantumBookAds of any changes.
4.3 Overdue Charges. If QuantumBookAds does not receive an invoiced amount by the due date, then—without limiting its rights or remedies—QuantumBookAds may charge late interest at 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.
4.4 Suspension of Service. If any amount owed by Customer under this Agreement or any other agreement for QuantumBookAds’ services is 30 days or more overdue, QuantumBookAds may (without limiting other rights and remedies) accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the Services until all overdue amounts are paid in full.
4.5 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms.
5. PROPRIETARY RIGHTS AND LICENSES
5.1 Reservation of Rights. Except for the limited rights expressly granted under these Terms, QuantumBookAds, its Affiliates, and its licensors retain all right, title, and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer other than those expressly set forth in these Terms.
5.2 License to Host Customer Data. Customer grants QuantumBookAds, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, transmit, and display Customer Data as necessary to provide the Services in accordance with these Terms.
5.3 License to Use Feedback. Customer grants QuantumBookAds and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or Users relating to the Services.
6. CONFIDENTIALITY
6.1 Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. QuantumBookAds’ Confidential Information includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Each party’s Confidential Information also includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by that party.
6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:
(i) use the Disclosing Party’s Confidential Information only as necessary to perform under these Terms; and
(ii) except with the Disclosing Party’s prior written authorization, restrict access to the Disclosing Party’s Confidential Information to those employees and contractors of the Receiving Party (and its Affiliates) who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those set forth herein.
7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
7.1 Mutual Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 QuantumBookAds Warranties. QuantumBookAds warrants that during an applicable Subscription Term:
(a) these Terms and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data;
(b) QuantumBookAds will not materially reduce the overall security of the Services;
(c) the Services will perform materially in accordance with the applicable Documentation; and
(d) subject to Section 3.2 (Integration with Non-QuantumBookAds Applications), QuantumBookAds will not materially reduce the overall functionality of the Services.
7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. LIMITATION OF LIABILITY
8.1 Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THIS LIMITATION APPLIES WHETHER THE CLAIM IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9. TERM AND TERMINATION
9.1 Term of Agreement. This Agreement begins on the date Customer first accepts it and continues until all Subscription Terms have expired or the Agreement is terminated as permitted herein.
9.2 Term of Purchased Subscriptions. The term of each subscription is as specified in the applicable Order Form. Unless otherwise stated in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party provides notice of non-renewal at least 30 days before the end of the applicable Subscription Term.
9.3 Termination for Cause. Either party may terminate this Agreement for cause:
(i) upon 30 days’ written notice of a material breach if such breach remains uncured at the end of that period; or
(ii) if the other party becomes subject to a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.4 Refund or Payment Upon Termination. If Customer terminates for cause, QuantumBookAds will refund any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. If QuantumBookAds terminates for cause, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Termination does not relieve Customer of its obligation to pay fees due for the period prior to the effective date of termination.
10. GENERAL PROVISIONS
10.1 Export Compliance. The Services, Content, other QuantumBookAds technology, and derivatives thereof may be subject to U.S. and other export laws and regulations.
10.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.
10.3 Entire Agreement; Order of Precedence. This Agreement is the entire agreement between QuantumBookAds and Customer regarding Customer’s use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, relating to its subject matter.
10.4 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Wyoming, without regard to its conflicts of laws rules.
10.5 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
10.6 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary relationship, or employment relationship between the parties.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you are not authorized to use the Services. We may update these Terms from time to time, so please review them periodically.