Effective date April 27, 2018
Quantify provides its services subject to the terms and conditions contained in these terms of service (“Terms”). To become eligible to use Quantify services, you must review and accept the Terms by clicking the “I accept” check box when you create your account or other mechanism provided.
Please read these Terms carefully. Once accepted, these Terms become a binding legal agreement (“Agreement”). If you have questions, you may reach us on our website contact page.
These Terms apply to use of Quantify on quantify.com, app.quantify.com and other branded / white labeled versions of the Quantify software. Use and access to these sites, the software application described below are subject to these Terms.
Part 1. Privacy
Part 2. Definitions
“Customer”: The individual accepting the Terms or the entity such individual represents. If you are accepting these terms for a Company or agency, you hereby warrant that you (1) have the legal right and authority to enter into these Terms for the company as named in the Account, (2) acknowledge that you are accepting these Terms on behalf of a company or other entity, (3) you are binding the company or other entity to the Terms and (4) if you become no longer affiliated with the company or entity in which you entered this agreement under, then the account and associated content and data is maintained as the property of the company or entity, and the authorized officers of that organization.
“Account”: An Account is created at quantify.com. Customer completes signup questions and provides payment information to create an Account.
“Customer Data”: Data and other information made available to Quantify through the use of our services including company/individual personally identifiable information, advertiser names, performance data, marketing channels, report commentary, and user names.
“Services”: Quantify consists of one or more of the following: a web-based interface, data intake APIs, automated delivery services, and data visualization dashboards as well as software maintenance and upgrades and customer support.
Part 3. Electronic communications
When a Customer visits or sends an email to us, they are communicating with us electronically. When they create an account and enter their email address, they consent to receive communications from us electronically. We will communicate with Customer by email or by posting notices to the website. Customer agrees that all agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
Part 4. Services
Customer will be solely responsible for all use (whether or not authorized) of the Services under its Account. Customer will ensure that it has a written agreement with each End User (“End User Agreement”) that enables Quantify to use all Customer Data as necessary to provide the Services and that protects Quantify’s rights to the same extent as the Terms of this Agreement. The End User Agreement must include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties and limitations of liability. Quantify agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to Quantify. Customer will promptly notify Quantify if it becomes aware of any breach of the terms of the End User Agreement that may affect Quantify. Customer will take reasonable precautions to prevent unauthorized access to or use of the Quantify Services and notify Quantify of any such unauthorized use.
Services described on the Quantify sites may or may not be available in all countries or regions of the world and may be available under different trademarks in different countries. Customer agrees to use the Quantify Services in accordance with all applicable guildelines as well as all state and federal laws that the Services are subject to.
Part 5. Restrictions
Except as allowed by applicable law, with respect to any software provided to Customer hereunder, Customer may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Service or any part thereof. Customer may not reverse engineer, decompile, translate, adapt, or disassemble the Service, nor shall Customer attempt to create the source code from the object code for the Service.
Part 6. Our Use and Storage of Customer Data
Data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses or any other consequences that you may incur relating to the loss or deletion of Customer Data.
You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications stored on our systems, if (1) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (2) to enforce our agreements and policies, (3) to protect the security or integrity of our services and products, (4) to protect ourselves, our other customers, or the public from harm or illegal activities, of (5) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
Part 7. User accounts
Customer may use the Service through their username and password login. Customer shall provide Quantify with accurate, complete and regularly updated profile information associated with their login. They agree to notify Quantify of any known or suspected unauthorized use of their user login account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username or password. Any fraudulent, abusive, or otherwise illegal activity or activity prohibited by any regulation or statute may be grounds for termination of the suer account, in Quantify’s sole discretion, and Customer may be reported to appropriate law enforcement agencies.
Part 8. Termination of Agreemnt
The term will commence on the date these Terms are accepted by the Customer and continue for one month. These Terms will automatically renew for additional one month terms unless either party provides notices of non-renewal no less than 30 days prior to the end of the renewal term.
8.2 Termination by Quantify:
Quantify may suspend the Services immediately upon notice for cause if:
(a) Customer violates (or gives Quantify reason to believe it has violated) any provisions of these Terms;
(b) Quantify determines, in its sole discretion, that its provisionof any of the Quantify services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or
(c) subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceedings; or,
(d) or any other date upon which Quantify has the right to terminate the Account(s) or suspend the Service as provided in this Agreement or any other applicable agreement or policy.
8.3 Termination by Customer:
Customer may cancel Services through the cancellation process on the company billing page within the Quantify website.
8.4 Account Data Upon Termination:
Quantify may, after 60 days post Account cancellation, delete all Customer Data, including but not limited to user logins, advertiser reports, performance data, advertiser API connections and other information indicative of Customer’s use of the service.
Part 9. Price and Payment
9.1 Price and Payment
Customer grants Quantify the right to charge the primary or secondary credit cards in their Account for all fees incurred under this policy.
If Quantify requires use of collection agencies, attorneys or courts of law for collection on the account, Customer will be responsible for those expenses.
Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this policy.
9.4 Pricing changes
Quantify may change any portion of the fees by posting the changes to the websites or otherwise notifying Customer of the change. Such changes will take effect at the beginning of the next period of service.
9.5 Disputed charges
Billing disputes must be submitted within 30 days of the applicable billing date or are deemed waived. Disputes shall be considered in the order received and are subject to determination in the sole judgement of Quantify. If a valid, settled transaction is disputed through the processing bank as a “chargeback” and thus the transaction is reversed, the amount of that transaction will be deducted from the current available balance of the corresponding account AND a $50 processing fee will be applied to the account. Please take care to not dispute valid transactions.
Part 10. Security rules
Customer is prohibited from violating or attempting to violate the security of the Quantify site and Services and from using the Quantify site and Service to violate the security of other websites by any method, including without limitation: (a) accessing data not intended for Customer or logging into a server or account which Customer is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (cc) attempting to interfere with service to any user of the Quantify sites or Services, host or network, including, without limitation, via means of submitting a virus to the Quantify sites, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing”; or (d) sending unsolicited e-mail, including promotions and/or advertising of products or services. Violations of system or network security may result in civil or criminal liability. Quantify may investigate violations of these Terms, and may involve and cooperate with law enforcement authorities in prosecuting users of the Quantify websites who are involved in such violations.
Part 11. Copyright
The Service and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Quantify. You may not remove any proprietary notice of Quantify from our Service website or Documentation.
Part 12. Changes to Service
Quantify may at any time change or modify the features and functions of the Services may change over time. Quantify will use reasonable efforts to notify Customer at least 60 days prior to implementation of a change in Service and to provide information required for Customer to continue to use the Services.
Part 13. Confidentiality
You acknowledge that the Software contains proprietary trade secrets of Quantify and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Service, and to use reasonable best efforts to ensure their compliance with such Terms, including, without limitation, not knowingly permitting such persons to use any portion of the Service for the purpose of deriving the source code of the Program or defeating the logins.
Part 14. Intellectual Property Rights
The brand names, slogans, trademarks, service marks, designs, and logos used on the Quantify website or in conjunction with the Service, including without limitation Quantify (collectively, the “Marks”) are the trademarks of Quantify and its licencors.
Customer further agrees not to use any domain name, trademark, trade name, service mark, logo, or other materials confusingly similar to the Marks without the prior written consent of Quantify.
14.2 Proprietary technology
The software, hardware, and other technologies which Quantify uses to deliver the Service contain confidential and proprietary information, trade secrets, and other proprietary rights belonging to Quantify and its licencors shall remain exclusively with Quantify and its applicable licencors.
You have no ownership rights in the Service. Rather, you have a license to use the Service as long as this Agreement remains in full force and effect. Ownership of the Service, Documentation and all intellectual property rights therein shall remain at all times with Quantify. Any other use of the Service by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.
Part 15. Indemnification
Quantify, its parent and its affiliates shall not be liable for any indirect, special, incidental or consequential damages or loss (including damages for loss of business, loss of profits, or the like) whether based on breach of contract, tort (including negligence), product liability or otherwise, even if Quantify or its representatives have been advised of the possibility of such damages. Customer agrees to defend, indemnify and hold Company, its parent and affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney’s fees, and other liabilities arising from or related to the Advertiser Content, the Advertiser Marks or Customer’s breach of its express representations and warranties in this Agreement.
Part 16. Limited Warranty
Quantify does not provide any warranties for this Service, it is supplied as is. Any use by you of the Service is at your own risk. This limited warranty is the only warranty provided by Quantify regarding the Service. Except for the limited warranty above, the Service is provided “as is.” To the maximum extent permitted by law, Quantify disclaims all other warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Quantify does not warrant that the functions contained in the Service will meet any requirements or needs you may have, or that the Service will operate error free, or in an uninterrupted fashion, or that any defects or errors in the Service will be corrected, or that the Service is compatible with any particular platform. Some jurisdictions do not allow the waiver or exclusion of implied warranties so they may not apply to you.
Part 17. Limitation of Liability
in no event will Quantify be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the Service, or for any claim by any other party, even if Quantify has been advised of the possibility of such damages. Quantify’s aggregate liability with respect to its obligations under this agreement or otherwise with respect to the Service and Documentation or otherwise shall not exceed the amount of the one month’s fees paid by Customer for the Service. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
Part 18. General
18.1 Governing law
This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Broward County, Florida. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.
The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach.
Customer may not assign this Agreement without the prior written request of Company which shall not be unreasonably withheld or delayed. Any assignment in violation of this Section shall be void ab initio. This Agreement may not be modified or amended except by a writing signed by the parties hereto.
18.5 Relationship between parties
Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
18.6 Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial of service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
18.7 Entire binding agreement
This Agreement shall be binding upon the parties and represents the entire agreement between the parties with respect to the subject matter covered by this Agreement. No other agreement (whether written or oral), statement, or promise made by any party, or by any employee, officer, or agent of any party regarding the business relationship between the parties, that is not contained in this Agreement shall be binding or valid, unless such agreement shall be in writing and signed by the parties hereto after the execution of this Agreement.
All notices, requests, and demands pertaining to the Agreement shall be in writing.
Part 19. Questions
You may contact us to ask any questions regarding these Terms, or other policy related materials, by writing to our mailing address:
1191 Waterview Lane
Weston, FL 33326
Or you may email us at support [at] quantify [dot] com.