Terms & Conditions

TERMS OF SERVICE

These Terms of Service (the “Terms”) control how you access and use QuantumBookAds and its related services (the “Services”).

Acceptance of These Terms

You agree to these Terms by any of the following actions: (1) selecting an “I agree” (or similar) button/checkbox, (2) using or accessing the Services, (3) opening, creating, or using an account through QuantumBookAds’ website or app, or (4) signing an Order Form that references these Terms.

If you accept on behalf of a business or other legal entity, you confirm you are authorized to bind that entity and its affiliates. In that situation, “you” and “Customer” mean that entity and its affiliates.

Competitor Restrictions

Any direct competitor of QuantumBookAds is not permitted to access or use the Services unless QuantumBookAds provides prior written approval. You also may not use the Services to evaluate or measure availability, performance, or functionality, or to conduct benchmarking or similar competitive analysis.

1. DEFINITIONS

1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with another entity, directly or indirectly.

1.2 “Content” means information QuantumBookAds obtains from public sources or third-party providers and provides to Customer through the Services.

1.3 “Customer Data” means any data or information Customer submits, uploads, transmits, or otherwise provides to QuantumBookAds via the Services. For avoidance of doubt, Customer Data does not include Content.

1.4 “Order Form” means a written or electronic order form (or similar ordering document) entered into by Customer and QuantumBookAds that incorporates these Terms.

1.5 “Purchased Services” means the Services specifically ordered by Customer or its Affiliates under an Order Form.

1.6 “Services” means the QuantumBookAds software features and functions made available by QuantumBookAds and its Affiliates, including updates and upgrades.

1.7 “Subscription Term” means the subscription period stated in the applicable Order Form.

1.8 “User” means Customer and any person Customer authorizes to access or use the Services.

2. DELIVERY OF SERVICES

2.1 License. Provided you comply with these Terms, QuantumBookAds grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Services during the Subscription Term, solely for your internal business purposes and only as allowed under these Terms.

2.2 Availability and Support. Throughout the Subscription Term, QuantumBookAds will:

  • (A) provide Customer access to the Purchased Services and Content under these Terms;
  • (B) offer standard support for the Purchased Services at no extra charge; and
  • (C) use commercially reasonable efforts to keep the Purchased Services available 24/7, excluding scheduled maintenance and circumstances outside QuantumBookAds’ reasonable control.

3. USE OF THE SERVICES AND CONTENT

3.1 Customer Obligations. Customer will:

  • (a) ensure its Users comply with these Terms;
  • (b) remain responsible for the accuracy, quality, and legality of Customer Data;
  • (c) take commercially reasonable steps to prevent unauthorized access or use of the Services and Content, and promptly inform QuantumBookAds if any unauthorized access or use occurs; and
  • (d) use the Services and Content only in line with these Terms and all applicable laws and governmental rules.

3.2 Prohibited Uses. Customer will not, and will not allow others to:

  • (A) provide Services or Content to anyone other than Customer or Users, or use them for the benefit of anyone other than Customer or its Affiliates;
  • (B) sell, resell, license, sublicense, distribute, publish, rent, lease, or otherwise make available any Services or Content;
  • (C) use the Services to store or transmit content that is infringing, defamatory, unlawful, tortious, or that violates third-party privacy rights;
  • (D) use the Services to store or transmit Malicious Code;
  • (E) disrupt, interfere with, or compromise the integrity or performance of the Services or any third-party data included in them;
  • (F) attempt to access the Services, Content, systems, or networks without authorization;
  • (G) enable direct or indirect use of the Services or Content in a way that avoids or defeats contractual usage limits;
  • (H) reproduce or copy the Services or any portion of them (including features, functions, or user interface elements);
  • (I) duplicate Content except where these Terms or an Order Form expressly allow it;
  • (J) frame, mirror, or replicate any part of the Services or Content, except within Customer’s own intranet or otherwise solely for Customer’s internal business use;
  • (K) use the Services or Content to create or develop a competing product or service; or
  • (L) reverse engineer the Services (to the extent such restrictions are permitted by law).

4. FEES AND PAYMENT

4.1 Fees. Customer will pay all charges listed in each applicable Order Form. Unless these Terms or an Order Form state otherwise:

  • (i) fees are based on the subscriptions purchased, not usage;
  • (ii) payment commitments cannot be canceled and amounts paid are not refundable; and
  • (iii) purchased quantities cannot be reduced during the Subscription Term.

4.2 Billing and Payment Terms. Unless the relevant Order Form says otherwise, QuantumBookAds will invoice in advance. Invoices are due within 30 days of the invoice date. Customer must provide accurate billing/contact details and notify QuantumBookAds promptly of any changes.

4.3 Late Payments. If payment is not received by the due date, QuantumBookAds may charge interest on overdue amounts at 1.5% per month or the highest rate allowed by law, whichever is less, without limiting other rights or remedies.

4.4 Suspension; Acceleration. If any amount owed under this Agreement (or any other agreement for QuantumBookAds services) is 30 days or more past due, QuantumBookAds may, without limiting other rights or remedies, declare all unpaid fee obligations immediately due and suspend the Services until all overdue amounts are paid.

4.5 Taxes. Fees exclude any taxes, duties, levies, withholdings, or similar governmental charges (collectively, “Taxes”), including sales, use, and value-added taxes. Customer is responsible for all Taxes relating to its purchases under these Terms.

5. INTELLECTUAL PROPERTY; LICENSES

5.1 Ownership. Except for the limited rights explicitly granted to Customer, QuantumBookAds, its Affiliates, and its licensors keep all rights, title, and interest in the Services and Content, including all related intellectual property. No rights are granted beyond what these Terms expressly provide.

5.2 Right to Process Customer Data. Customer grants QuantumBookAds, its Affiliates, and relevant contractors a worldwide, limited-duration license to host, copy, transmit, and display Customer Data as needed to provide the Services under these Terms.

5.3 Feedback License. Customer grants QuantumBookAds and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and exploit any feedback, ideas, suggestions, or recommendations provided by Customer or Users regarding the Services.

6. CONFIDENTIALITY

6.1 Confidential Information. “Confidential Information” means any non-public information shared by one party (the “Disclosing Party”) with the other (the “Receiving Party”), whether in writing or verbally, that is marked confidential or reasonably should be understood as confidential given the context.

Customer’s Confidential Information includes Customer Data. QuantumBookAds’ Confidential Information includes the Services, Content, and the terms of this Agreement and all Order Forms (including pricing). Confidential Information also includes business plans, marketing plans, technical data, product plans/designs, and internal processes disclosed by either party.

6.2 Protection and Limited Use. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least reasonable care and no less than the care it uses for its own confidential information of a similar nature, and will:

  • (i) use the Confidential Information only as needed to perform under these Terms; and
  • (ii) unless the Disclosing Party authorizes otherwise in writing, limit access to personnel and contractors (including Affiliates) who need it for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as these Terms.

7. REPRESENTATIONS, WARRANTIES, REMEDIES, AND DISCLAIMERS

7.1 Mutual Authority. Each party states that it has validly entered into this Agreement and has the legal authority to do so.

7.2 QuantumBookAds Warranty. QuantumBookAds warrants that during the applicable Subscription Term:

  • (a) these Terms and the Order Forms accurately reflect the administrative, physical, and technical safeguards used to protect the security, confidentiality, and integrity of Customer Data;
  • (b) QuantumBookAds will not materially weaken the overall security of the Services;
  • (c) the Services will operate in all material respects according to the applicable Documentation; and
  • (d) subject to Section 3.2, QuantumBookAds will not materially reduce the overall functionality of the Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BOTH PARTIES PROVIDE THE SERVICES AND OTHER ITEMS “AS IS” AND DISCLAIM ALL WARRANTIES OF ANY KIND—EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE—INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

8. LIMITATION OF LIABILITY

8.1 Liability Cap. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY (INCLUDING ITS AFFILIATES’ LIABILITY) ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT THAT LED TO LIABILITY. THIS LIMIT APPLIES WHETHER THE CLAIM IS BASED IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT IT DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE FEES AND PAYMENT SECTION.

8.2 No Consequential Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE RESPONSIBLE FOR 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 THEORY, EVEN IF ADVISED SUCH DAMAGES WERE POSSIBLE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION APPLIES EXCEPT TO THE EXTENT PROHIBITED BY LAW.

9. TERM AND TERMINATION

9.1 Agreement Term. This Agreement starts when Customer first accepts it and remains effective until all Subscription Terms end or this Agreement is terminated under this section.

9.2 Subscription Terms; Auto-Renewal. Each subscription lasts for the period stated in the applicable Order Form. Unless an Order Form says otherwise, subscriptions renew automatically for a new period equal to the then-current Subscription Term or one (1) year—whichever is shorter—unless either party gives notice of non-renewal at least 30 days before the current term ends.

9.3 Termination for Cause. Either party may terminate this Agreement for cause:

  • (i) by giving written notice of a material breach and allowing 30 days to cure, if the breach is not cured by the end of that period; or
  • (ii) immediately if the other party becomes subject to bankruptcy proceedings or similar insolvency, receivership, liquidation, or assignment for the benefit of creditors.

9.4 Fees at Termination.

  • If Customer terminates for cause, QuantumBookAds will refund prepaid fees for the unused portion of the subscription term(s) after the termination effective date.
  • If QuantumBookAds terminates for cause, Customer must pay any unpaid fees for the remainder of the Order Form term(s) after the termination effective date.
    Termination does not excuse Customer from paying amounts owed for periods before the termination effective date.

10. GENERAL TERMS

10.1 Export Laws. The Services, Content, other QuantumBookAds technology, and derivative items may be subject to U.S. and other export control laws and regulations.

10.2 Anti-Corruption. Each party represents it has not offered, received, or been offered any unlawful or improper bribe, kickback, payment, gift, or anything of value from any employee or agent of the other party in connection with this Agreement.

10.3 Entire Agreement; Priority. This Agreement (including Order Forms) is the complete agreement between QuantumBookAds and Customer about use of the Services and Content and replaces all prior or contemporaneous discussions, proposals, and representations—written or oral—relating to the same subject.

10.4 Governing Law. This Agreement is governed solely by the laws of the State of Delaware, without regard to conflict-of-law principles.

10.5 Assignment. Neither party may transfer or assign this Agreement or any rights/obligations under it (whether by operation of law or otherwise) without the other party’s prior written consent, which will not be unreasonably withheld.

10.6 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary relationship, or employment relationship.

By using the Services, you confirm you have read, understood, and accepted these Terms. If you do not accept them, you are not permitted to use the Services. QuantumBookAds may revise these Terms periodically, so please review them from time to time.