Terms and Conditions
Welcome to ALPS. The following terms and conditions (“Terms”) govern your use of all content, material, data and information made available by, accessed, downloaded or otherwise received by you directly or indirectly from the ALPS Product (“ALPS”), owned and operated by the iQuanti, Inc. (“iQuanti”). iQuanti and you are sometimes referred to herein individually as a “Party” and collectively, the “Parties.”
By accessing, viewing, downloading or otherwise using alps, including any content, material, data and information, you, for yourself and on behalf of any person, organization, entity, or employer for which you are acting, acknowledge that accessing, viewing, downloading or otherwise using alps is subject to these terms, that you have read and understand these terms, that you agree to them and that you intend to be legally bound by them. If you do not agree to these terms, you are not granted permission to use alps and must exit immediately.
1. License to use the App.
Subject to the provisions of these Terms, iQuanti hereby grants you a single, limited, terminable, revocable, royalty-free, non-exclusive, nontransferable, nonsublicenseable license to access and use ALPS solely for informational purposes and solely for your own internal business. Any other use of ALPS, or Product Materials (defined below) without prior written permission of iQuanti is strictly prohibited. Without limiting any other provisions of these Terms, any software, applications or other materials, including ALPS, made available to you is the copyrighted work of iQuanti or its affiliates, or its or their licensors. Copying or distributing ALPS or the Product Materials associated with ALPS is expressly prohibited. All rights to ALPS not granted herein are expressly reserved and retained by iQuanti or its licensors.
2. Registration and Term.
To access certain areas or features of ALPS, you may be asked to register and create an account. By registering an account with iQuanti, you represent that you are at least 18 years of age or older. You are fully responsible for your account, including use of the account by any third party, and maintaining the confidentiality of your password. In addition, you are responsible for the selection and design of your business controls and the implementation of those controls within your organization on the access, use and security of Customer Content (defined below) transmitted in connection with ALPS.
As part of the registration process, you may be asked to select a user name and password, and may be required to provide iQuanti with certain information about yourself, including some types of personally identifying information, such as your email and your address. You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. If you provide any information that is untrue or inaccurate, or which iQuanti reasonably believes is untrue or inaccurate, iQuanti reserves the right to suspend or terminate your use of ALPS.
Your license to use ALPS shall expire upon the expiration of the ALPS trial as indicated by iQuanti, or such other date indicated by iQuanti, unless earlier terminated in accordance with Section 10 hereof.
3. iQuanti Proprietary Rights.
You acknowledge that ownership of and title in and to all intellectual property rights, including patent, trademark, service mark copyright, and trade secret rights, in the ALPS Application and any services, products or tangible results, including any including algorithms, techniques, graphics, text, data, ideas, software applications, computer programming, as well as any including any customizations, modifications or improvements to such materials (collectively “Product Materials”),developed or provided by or on behalf of iQuanti to you under an Order Form, whether developed independently by iQuanti or jointly with you or by you, are and shall remain exclusively with iQuanti. All Product Materials are protected pursuant to copyright, trademark, patent, and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Product Materials. As between any user and iQuanti, all names, trademarks, service marks, certification marks, symbols, slogans, or logos (“Trademarks”) appearing on ALPS are proprietary to iQuanti or its affiliates, licensors, or suppliers. Use or misuse of these Trademarks is expressly prohibited and may violate federal and state trademark law. Unless expressly written otherwise by iQuanti, you do not have any rights of any kind in or to the Product Materials other than the right to use the Product Materials in accordance with these Terms and you do not acquire any interest, right, or title in or to any work product associated with ALPS.
4. Confidential Information.
Confidential Information means any financial and/or business information that a Party discloses (the “Discloser”) to the other Party (“Recipient”) in connection with these Terms, regardless of the form or manner in which the information is disclosed or learned, including ALPS algorithms, techniques, code (object and source), documentation (including manuals, training materials, and presentations), functionality, inventions, specifications, improvements, developments, applications, know-how, customer names and (information, trade secrets, and/or ideas. Recipient may use Confidential Information of the Discloser only for the purposes of exercising Recipient’s rights and fulfilling Recipient’s obligations under these Terms. Recipient shall use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure or use of Discloser’s Confidential Information as it uses to protect its own confidential information of a similar type. Recipient shall disclose Confidential Information of Discloser only to its employees or independent contractors who have a need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than these Terms.
Recipient’s obligation under these Terms to treat information as Confidential Information does not apply to information that: (i) is already known to Recipient at the time of disclosure and was not obtained, directly or indirectly, from Discloser; (ii) is independently developed by Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is obtained by Recipient from another source without a breach of any obligation of confidentiality owed by that source to Discloser; or (iv) is or becomes part of the public domain through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of Discloser’s Confidential Information, Recipient shall, unless prohibited by law, promptly notify Discloser of that fact and cooperate fully (at Discloser’s expense) with Discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by Discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance.
5. Unauthorized Activities.
You agree that you will not (a) use ALPS for any illegal or unauthorized purposes that violate any local, state, national, or international laws (including import, export, copyright, and trademark laws); (b) use ALPS for modifying, copying, distributing, translating, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any of the Product Materials, unless otherwise authorized by these Terms or in a separate written agreement with iQuanti; (c) use ALPS for attempting to gain unauthorized access to iQuanti’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of, ALPS or any services provided through ALPS; (d) use ALPS for removing, circumventing, disabling, damaging, or otherwise interfering in any way with any security-related features of ALPS aimed at preventing or restricting the unauthorized use of ALPS or any of the Product Materials; (e) create any link to ALPS or frame or mirror any content contained in or accessible from ALPS or otherwise transfer, assign, export, or sublicense ALPS to any other person, organization or entity, including through rental, timesharing, service bureau, subscription, hosting, or outsourcing; (f) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of ALPS; or (g) access ALPS in order to (i) build a product or service that competes with ALPS, or (ii) copy any ideas, features, functions or graphics of ALPS. You acknowledge and agree that the unauthorized use of ALPS, or the Product Materials could cause irreparable harm to iQuanti and that, in the event of such unauthorized use, iQuanti shall be entitled to an injunction in addition to any other remedies available at law or in equity.
6. Materials Submitted to ALPS.
As between you and iQuanti, all rights, title and interests, including copyright and any other intellectual property rights, in and to any Customer Content (defined below) shall remain your property. You grant to iQuanti a nonexclusive, transferable license to access, use, reproduce and distribute the Customer Content in connection with ALPS solely for the purposes of iQuanti performing its obligations hereunder. You shall be responsible for obtaining any and all permissions necessary for iQuanti to access and use Customer Content to perform its obligations under these Terms, including providing ALPS. Customer Content means the keywords or combinations of keywords that are particular to each customer, the customer’s advertisement materials and links (URLs), and other data that is uploaded into ALPS by you, as well as your domain names and or websites and the content therein.
iQuanti and its subsidiaries, affiliates, and licensors are not responsible for and do not guarantee the accuracy or completeness of any Product Materials, Customer Content, products, data, services, links, advertisements, or other items contained within ALPS. iQuanti reserves the right to immediately remove any Product Materials or Customer Content for any reason or for no reason. You agree that you must evaluate and bear all risks associated with the use of Product Materials and Customer Content and that you may not rely on such Product Materials or Customer Content.
Alps, the product materials, customer content, services, products, information, data, and other materials on, in, and made available through alps are made available “as is” and “with all faults.” use of alps is entirely at your own risk. Iquanti and its licensors make no representations or warranties and disclaim all representations and warranties with respect to alps, the product materials, customer content, services, products, information, data, and other materials on, in, and made available through alps, express or implied, written or oral, arising from course of dealing, course of performance, usage of trade, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, accuracy, systems integration, non-interference, quality, title, and non-infringement. Iquanti and its licensors and suppliers do not warrant that alps or other products or services will be uninterrupted, secure, accurate, timely, virus-free, or error free; nor do they make any warranty as to the results that may be obtained from use of alps or other products or services. The entire risk as to satisfactory quality, performance, accuracy, completeness, and effort with regard to any and all customer content, alps, the product materials, services, products, information, data, and other materials on, in, and made available through alps is with you.
iQuanti reserves the right to charge you at iQuanti’s then-current hourly rates for any troubleshooting, break/fix, or other services required for iQuanti to correct problems caused by you or any third party, including problems caused by:(i) your hardware, software, networks, or host systems or the combination; (ii) your misuse of ALPS; and (iii) your failure to complete tasks, or deliver identified deliverables in accordance with any agreed project plan. For the avoidance of doubt, iQuanti shall not be responsible or liable for any components, products, or services obtained from third party vendors except if authorized by iQuanti, or the actual or alleged breach by you of any of the terms or policies of a third party vendor.
You understand that the use of ALPS may involve the transmission of your data over the Internet and over various networks, only part of which may be owned or operated by iQuanti, and that iQuanti takes no responsibility for data that is lost, altered, intercepted, or stored without your authorization during the transmission of any data whatsoever across networks except to the extent caused by iQuanti’s negligence or willful misconduct.
8. Limitation of Liability.
Iquanti and its licensors shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including lost revenues or lost profits, which may or do result from the use of, access to, or inability to use alps, the product materials, customer content, services, products, data, and other materials on, in, and made available through alps, regardless of legal theory, whether or not you or iquanti had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose. Under no circumstances will the total liability of iquanti and its licensors to you or any other person or entity in connection with, based upon, or arising from alps, the product materials, or customer content on, in, and made available through alps, or the services, products, data, or other materials offered in connection with alps exceed the price paid by you during the preceding year for use of alps, or $50, whichever is greater. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the total liability of iquanti and its licensors shall not exceed five hundred dollars ($500). If you are dissatisfied with ALPS or with any of these Terms, or feel iQuanti has breached these Terms, your sole and exclusive remedy is to discontinue using ALPS.
You shall indemnify iQuanti and its directors, officers, employees, agents, contractors, and licensors (“iQuanti Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with ALPS and your use of ALPS, the Product Materials, or any services, product or data obtained through ALPS, your fraud, violation of law, negligence, willful misconduct, or any other use of ALPS, the Customer Content, the Product Materials, the services, products, information, and other materials on, in, and made available through ALPS (except to the extent attributable to iQuanti), or any breach by you of these Terms, and you shall indemnify and hold iQuanti Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of iQuanti. iQuanti or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If iQuanti or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to iQuanti, subject to the right of iQuanti to assume, at its sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
10. Changes to these Terms; Termination.
iQuanti reserves the right at any time to modify, alter, or update these Terms. We will notify you of any new or revised Terms by updating the Terms on ALPS including information regarding the location of the new or revised terms and conditions. Your use of ALPS following any changes means that you agree to follow and be bound by the Terms as changed. iQuanti may suspend or terminate your account and/or your ability to use ALPS or any services on ALPS for failure to comply with these Terms, for providing iQuanti with untrue or inaccurate information about yourself, for infringement upon iQuanti’s proprietary rights, or for any other reason whatsoever or for no reason.
Either Party may, by written notice to other Party, terminate these Terms, in whole or in part, in the event that the other Party: (a) materially breaches these Terms and such breach is incapable of cure or, with respect to a material breach capable of cure, the other Party does not cure such breach within thirty days after receipt of written notice of such breach; or (b) terminates or suspends its business activities, becomes insolvent, undertakes liquidation, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver, or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. iQuanti shall have no obligation to maintain or provide any Customer Content after termination.
Upon the termination or expiration of these Terms, you shall: (i) immediately cease using ALPS; (ii) return or (at iQuanti’s option, exercised by written notice to you) destroy all copies, partial or complete and wherever stored or available, of ALPS, and all documentation and other tangible materials, irrespective of media and location; and (iii) certify to iQuanti in writing within one month after such termination or expiration that you have fully complied with subsections (i) and (ii) above. Upon written request by you made within thirty days after the effective date of termination, provided that you have paid in full all good faith undisputed amounts owed to iQuanti, iQuanti will provide you with temporary access to ALPS so that you can retrieve your Customer Content. After such thirty day period, iQuanti shall have no obligation to maintain or provide any Customer Content thereafter.
11. Governing Law and Jurisdiction.
These terms, and all matters related thereto, shall be governed exclusively by the laws of the state of new york, without regard to conflicts of laws provisions provided, however, that the terms of any applicable law now or hereafter enacted that is based on, derived from, similar to, or connected with the uniform computer information transactions act drafted by the national conference of commissioners on uniform state laws shall not apply except to the extent that the law expressly prohibits alteration by these terms of the applicability of one or more sections of the law. Any controversy, or claim arising out of, or related to these terms, or breach thereof, shall be settled by mandatory arbitration, to be held in new york city, in accordance with the rules of the jams arbitration association and the decision of the arbitrator(s) shall be binding on the parties thereto.
12. Force Majeure.
Notwithstanding anything to the contrary in these Terms, except for your obligations to pay amounts due under these Terms, neither Party will be deemed to be in default of any provision of these Terms for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection, riot, boycott, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, epidemic, act of any other person not under the control of such Party, or other similar cause. The Party subject to any of the foregoing events shall give the other Party reasonable written notification of any resulting material or indefinite delay.
ALPS is controlled and operated from within the United States of America. Without limiting anything else, iQuanti makes no representation that ALPS, Product Materials, Customer Content, services, products, information, or other materials available on, in, or through ALPS are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access ALPS from other locations do so of their own volition and are responsible for compliance with applicable laws. The following provisions of these Terms will survive expiration or termination of these Terms: Sections 3-5, 7, 8, 9, 11, and 13. iQuanti and you are each independent contractors and neither Party shall be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other Party for any purpose whatsoever. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other Party, or to bind the other Party in any manner or thing whatsoever. You may not sublicense, assign, or transfer these Terms, or any rights and obligations under these Terms, in whole or in part, without iQuanti’s prior written consent. Any attempted assignment in violation of this Section shall be void. Notwithstanding the foregoing, these Terms shall be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party. These Terms constitute the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. It may be amended only by mutual agreement expressed in writing and signed by both Parties, and any attempted amendment in violation of this Section shall be void. The waiver or failure of either Party to exercise in any respect any right provided under these Terms shall not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than the Parties. Should any term or provision of these Terms be held to any extent unenforceable, invalid, or prohibited under law, then such provision shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of these Terms. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.” These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of these Terms delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of these Terms.
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