Welcome to www.quantcdn.io (together with any related websites, the “Site”). The Site and QuantCDN services (the “Service”) are owned and operated by QuantCDN Pty. Ltd. ACN 645 169 606 (“QuantCDN”).
Please read this agreement carefully before using any QuantCDN Site or Service. This is a legally binding agreement between QuantCDN and you, including any QuantCDN customer, user, or website visitor, (collectively referred to herein as “Customer”). By accessing or using the Site, the Site content or QuantCDN Service you agree to be legally bound by these Terms. If you do not accept these Terms, do not use the Site or Service.
These Terms of Service form part of an agreement (this/the “Agreement”) between QuantCDN and Customer.
In addition to these Terms of Service, this Agreement consists of the following, each of which is incorporated into this Agreement by this reference:
1. The Service
(a) QuantCDN will provide the Service pursuant to this Agreement. The Customer agrees that they are not an individual less than 18 years old.
(b) The Service will include such optional features ("Optional Features") as are reflected in any QuantCDN quote accepted by Customer and any other ordering records maintained by QuantCDN (collectively, Customer’s "Signup"). Optional Features may include: (i) consulting or other professional services provided by QuantCDN’s staff (including without limitation independent contractors operating under the QuantCDN name); and (ii) software and other products and services Customer acquires from QuantCDN. Optional Features are subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 9 below, except as specifically set forth in this Agreement. Optional Features are also subject to the terms and conditions of any statement of work executed by authorized representatives of Customer and QuantCDN.
(c) The Service does not include any software, consulting service, or other product or service not provided by QuantCDN (collectively, "Third Party Products and Services").
(i) Third Party Products and Services include, without limitation: (A) any third party consulting services that assist Customer in utilizing the Service or otherwise relate to the Service, including such services provided by third parties QuantCDN referred to Customer; and (B) any and all software and other products and services Customer acquires through QuantCDN Exchange, unless such product or service is specifically designated “Provided Directly by QuantCDN.”
(ii) THIRD PARTY PRODUCTS AND SERVICES ARE NOT PART OF THE SERVICE, AND CUSTOMER ACQUIRES THEM DIRECTLY FROM THE THIRD PARTY PROVIDER pursuant to such contract as Customer and the third party provider may execute. QuantCDN IS NOT RESPONSIBLE OR LIABLE FOR THIRD PARTY PRODUCTS AND SERVICES, EVEN IF QuantCDN RECOMMENDS THE THIRD PARTY PROVIDER, EVEN IF THE THIRD PARTY PRODUCTS AND SERVICES ARE RELATED TO THE SERVICE OR TO CUSTOMER’S ABILITY TO RECEIVE OR EXPLOIT THE SERVICE, AND EVEN IF QuantCDN ACTS AS THE THIRD PARTY PROVIDER’S AGENT IN DELIVERING THE THIRD PARTY PRODUCT OR SERVICE, IN COLLECTING PAYMENT, OR IN OTHER WAYS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QuantCDN WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR MAINTENANCE, UPDATES, OR UPGRADES OF THIRD PARTY PRODUCTS AND SERVICES OR FOR INTELLECTUAL PROPERTY INFRINGEMENT BY THIRD PARTY PRODUCTS AND SERVICES, AND QuantCDN PROVIDES NO WARRANTY OR INDEMNITY RELATED TO THIRD PARTY PRODUCTS AND SERVICES. In the event that QuantCDN is held responsible or liable for Third Party Products and Services, despite the provisions of this Subsection 1(c)(ii), such responsibility or liability will be subject to the disclaimers and limitations of liability in Section 9 below.
2. This Is A Limited Use License
QuantCDN hereby grants you a limited, revocable, non-exclusive, non-transferrable (except as provided below) license to use the QuantCDN Services solely for your personal or business use during the term of this Agreement. If you are a Registered User, your use of the QuantCDN Services is limited to your Subscription Level ordered. If you are a Visitor, your use is limited to areas of the Site not requiring registration. You acknowledge that QuantCDN reserves all rights relating to QuantCDN Services not expressly granted to you herein.
You will not nor permit anyone else to:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the QuantCDN Services;
- copy, reproduce, modify, translate, or create derivative works based on the QuantCDN Services, including but not limited to framing or mirroring QuantCDN Content on another server, site or device;
- rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to QuantCDN Services;
- use QuantCDN Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
- use QuantCDN Services for the benefit of a competitive offering to any of the QuantCDN Services or to intentionally harm or discredit QuantCDN or the QuantCDN Services;
- access or attempt to gain unauthorized access to QuantCDN Services, or to access the QuantCDN Services by any means other than standard interface that QuantCDN has provided to you;
- use or launch any automated system, including without limitation, robots, spiders, or offline readers, to access QuantCDN Services;
- use QuantCDN Services in any manner that, or participate in, or promote activities that, could damage, disable, overburden, or impair QuantCDN Services or interfere with any other party’s use of the QuantCDN Services;
- remove any proprietary notices from QuantCDN Services;
- violate the Acceptable Use Policy.
3. Payment Plans & Terms
- Paid Subscription Plans
- Each Prepaid Plan will renew automatically at the end of its prepayment period.
- The Customer may increase ("Upgrade") its Service Package by contacting QuantCDN customer support by emailing email@example.com. Additional charges will come into effect upon Upgrade, and QuantCDN may charge a prorated increase in Service fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses).
- The Customer may terminate any Plan with 30 days' notice, prior to the end of the Term agreed by the Customer and QuantCDN. The Customer will provide notice of cancellation through the Customer Portal or otherwise in writing to firstname.lastname@example.org.
- Fees for Optional Services are in addition to fees for Prepaid Plans. QuantCDN may bill the Customer separately, on a monthly or other periodic basis, for Optional Features, in accordance with QuantCDN's standard policies.
- The Customer will notify QuantCDN of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute.
- Any payment not received when due will, at QuantCDN's option, bear interest at a rate of 1.5% per month from the date due until paid, to compensate QuantCDN for the time-value of the unpaid fees.
- Service fees for Prepaid Plans apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions.
- QuantCDN is not required to issue or provide a roll-over of Service to a future month, a credit, or any other refund in the event that the Customer under-utilizes its Service Package.
- The Customer will maintain a valid credit card on file at all times. QuantCDN may charge such card for Service fees or other fees on the first business day prior to any payment due-date. The Customer will update credit card information as necessary in the Customer Portal. If any charge attempt is denied, QuantCDN may interrupt Service without notice but will make reasonable efforts to provide advanced notice.
- Free Subscription Tier
- QuantCDN’s Free Subscription Tier is made available by QuantCDN to allow users to experience QuantCDN’s Services, but the Free Subscription Tier is offered at QuantCDN’s sole discretion.
- QuantCDN reserves the right to change the terms and conditions applicable to the Free Subscription Tier, or to discontinue it.
- QuantCDN reserves the right to disable or remove any website project on QuantCDN’s Free Subscription Tier without notice at our sole discretion or any reason or no reason.
- Free Subscription Tier website projects will reside in a shared environment used by all Free Subscription Tier users with no service level commitments.
- In the event of a platform performance issues including those caused by a malicious attack on a website project, for the Free Subscription Tier QuantCDN we will resolve the issue by shutting down the affected website project(s).
4. Term And Termination
- This Agreement will continue until terminated by either party in accordance with the procedures set forth in this Section 4.
- The Customer may terminate this Agreement for material breach, effective on 30 days’ written notice specifying the nature of the breach, provided this Agreement will not terminate if QuantCDN remedies the breach before the effective date of termination. The Customer may also terminate this Agreement for convenience.
- QuantCDN may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 3, without advanced notice. QuantCDN is not required to refund any fees paid or prepaid after such termination. QuantCDN may also terminate this Agreement for convenience at any time. QuantCDN will provide 30 days’ advanced written notice of any termination for convenience.
5. Acceptable Use
- The Customer represents that it has read the Acceptable Use Policy (“AUP”), and the Customer will adhere to its requirements.
- Without limiting the generality of the AUP, the Customer will not allow the Service or QuantCDN equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using the Customer’s Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to the Customer, will be considered violations by Customer.
- Notwithstanding any provision to the contrary in this Agreement, and without limiting any of QuantCDN’s rights or remedies, QuantCDN may suspend Service in whole or in part in the event that QuantCDN reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that the Customer’s use of the Service infringes on third party rights. QuantCDN will make reasonable efforts to notify the Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in QuantCDN’s opinion and at its sole discretion. Suspension as outlined in this clause, may continue so long as QuantCDN reasonably suspects an AUP violation. QuantCDN is not liable for any Service suspension authorized by this clause, or for any related loss, even if the suspected AUP violation did not occur.
- QuantCDN has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. QuantCDN may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.
6. Service Levels & Remedies
- QuantCDN will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 6. In the event of hardware failure:
- QuantCDN will make reasonable efforts to recover lost data, upon the Customer’s request, but data-recovery is not guaranteed; and
- QuantCDN will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, the Customer’s sole remedies are those listed in the SLA and in this Section 6, or termination of this Agreement as authorized pursuant to Section 4 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 7 or any other provision of this Agreement, and QuantCDN will not be liable for any such interruption.
- All Service features, whether or not addressed in the SLA, are provided in accordance with the provisions of Section 9 below and the other terms and conditions of this Agreement.
7. Maintenance & Security
- QuantCDN may interrupt Service to perform maintenance on QuantCDN equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. QuantCDN will exercise reasonable efforts to inform the Customer before interrupting Service and to repair the Service promptly.
- The Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent QuantCDN specifically accepts such responsibility by listing such service features in the Customer’s Signup (subject to the limitations of liability in Section 9 and elsewhere in this Agreement).
- QuantCDN is not responsible for providing physical access to or copies of software, data, or content stored on QuantCDN’s equipment under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer’s Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by the Customer, or other interruption of network access.
- QuantCDN is not required to reimburse any expenses the Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.
- The Customer is responsible for ensuring that credit card data is not transmitted to, through or via the QuantCDN Service.
8. Private And Confidential Information
- QuantCDN may notify the Customer of leaks or exposure of private data, but except to the extent required by law, QuantCDN is not required to provide such notification.
- The Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.
- The Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service.
- Except as specifically authorized in writing in advance by QuantCDN, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer’s possession or control.
- Without limiting the generality of the foregoing, the Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know.
- Notwithstanding the foregoing, the Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives QuantCDN advanced notice reasonably sufficient to allow QuantCDN to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort.
- The Customer will promptly notify QuantCDN in writing of any misuse or misappropriation of Confidential Information that comes to the Customer’s attention and will cooperate with QuantCDN in investigating any such misappropriation and in mitigating any damages caused.
- Upon termination of this Agreement or upon QuantCDN’s written request, the Customer will return all Confidential Information to QuantCDN and certify, in writing, the destruction of any copies thereof.
- “Confidential Information” refers to any information QuantCDN provides to Customer in any form and marks “Confidential,” and any information QuantCDN discloses orally and identifies as “Confidential” on or before disclosure. However, Confidential Information does not include information that:
- is in the Customer’s possession at the time of original disclosure by QuantCDN;
- is independently developed by the Customer without use of or reference to information provided by QuantCDN; or
- becomes known publicly, before or after disclosure, other than as a result of the Customer’s improper action or inaction.
- The Customer agrees that breach of the provisions of this Subsection 8(e) might cause QuantCDN irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, QuantCDN will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.
9. Warranties, Disclaimers, & Limitations Of Liability
- QuantCDN makes no express or implied warranties, including without limitation warranties of title, noninfringement, merchantability, or fitness for a particular purpose.
- QuantCDN does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service).
- Except to the extent specifically provided in the SLA, The service is provided on an “as is” and “as available” basis. No communication between Customer and QuantCDN will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 9 or elsewhere in this Agreement.
- As used in the previous sentence, “communications” include, without limitation, marketing materials and representations of salespeople, advice provided by QuantCDN or any of its representatives, quotes, Customer’s Signup, and any work order or other ordering document.
- QuantCDN will not be liable for any consequential, incidental, indirect, exemplary, punitive, or multiple damages, even if advised in advance of the possibility of such damages.
- QuantCDN’s maximum liability arising out of or related to this agreement will not exceed the total amount of fees paid by the Customer during the 12 months preceding the injury giving rise to the claim.
- Except to the extent specifically provided in Section 6 above, and except to the extent that applicable law specifically forbids such limitation of liability, QuantCDN will have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings resulting from any of the following or from any QuantCDN efforts to address or mitigate any of the following:
- security breaches, including without limitation eavesdropping, third party access to the Customer’s data or to assigned computers, third party access to or misuse of passwords provided to QuantCDN, and interception of traffic sent or received using the service;
- release or exposure, for any other reason, of personally identifiable information or other private data, including data belonging to the Customer’s own customers and other users;
- Denial of service attacks, viruses, worms, and other intentional interference by third parties, including without limitation by other QuantCDN customers;
- loss of data or loss of access to data;
- actions of third parties, including without limitation other QuantCDN customers and third party products and services providers;
- actions of QuantCDN employees, agents, or contractors acting outside the scope of their duties;
- mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation, or other failures of performance of the service, including without limitation accidental disconnection and termination of service; and
- the accuracy, completeness, and usefulness of the service. the provisions of this subsection 9 g) apply, without limitation, even if customer purchases service features addressing security, data integrity, data backup, attack protection, viruses, spam, monitoring, or system integrity. QuantCDN does not control and has not thoroughly reviewed all the websites linked to QuantCDN’s website or run by QuantCDN’s customers or by providers of Third Party Products and Services. With the exception of its own website, QuantCDN is not responsible or liable for the content or practices of any website, including without limitation third party websites referenced in the preceding sentence.
- The liabilities limited by this Section 9 apply:
- to liability for negligence;
- regardless of the form of action, whether in contract, tort, strict product liability, or otherwise;
- even if QuantCDN is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and
- even if the Customer’s remedies fail of their essential purpose.
- QuantCDN’s limitations and exclusions of liability and disclaimers of warranty, set forth in this Section 9 and elsewhere in this Agreement apply equally to QuantCDN’s officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies.
- The Customer acknowledges and agrees that QuantCDN has set its prices and entered into this Agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between QuantCDN and the Customer.
The Customer will defend, indemnify, and hold harmless QuantCDN (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of the Customer’s customers or users, or any other third party, arising out of or related to Customer’s use of, misuse of, or failure to use the Service, including without limitation:
- alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations;
- security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer’s customers, or to other third parties); and
- any action taken by QuantCDN as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation attorneys’ fees.
- Title and intellectual property rights to the Service and all components thereof are owned by QuantCDN and its licensors and suppliers. All hardware and Internet protocol addresses provided by QuantCDN are licensed to the Customer temporarily and remain QuantCDN’s sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, “Software“), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, the Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, “Trademarks“) displayed on QuantCDN’s website and through the Service, whether or not registered, belong to QuantCDN and its licensors and suppliers. Neither this Agreement nor any QuantCDN website grants a license to any Trademark, by implication, by estoppel, or otherwise. Nothing in this Agreement transfers to QuantCDN any copyright in, trademark on, or other ownership interest in any data or content of the Customer. However, QuantCDN may include the Customer’s name in any list of customers used for marketing or other purposes.
- QuantCDN may include the Customer’s name and logo: (i) on QuantCDN website and in its marketing materials, identifying the Customer as a user of the Solution, and (ii) in a press release favorably publicizing the Customer's selection of the Service\
- The Customer is responsible for maintaining the confidentiality of its usernames and passwords, and the Customer will not transfer or sell to any third party such usernames or passwords, or the Customer’s access to the Service.
- QuantCDN is not obligated to sell the Customer any Service feature not listed in the Customer’s Signup, or to provide more Service than required by such Signup.
- During the term of this Agreement and for 180 days thereafter, the Customer will not encourage or solicit any QuantCDN employee or independent contractor to leave QuantCDN’s employ, or otherwise interfere with QuantCDN’s employment relationships.
- The parties agree that the fees listed as liquidated damages in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of QuantCDN provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of QuantCDN at law or in equity.
- All written communications to the Customer will be deemed delivered if sent to the contact points provided to QuantCDN at the time of order, or to such other contact points as the Customer provides in writing. The Customer will include a valid email address with such contact points. All written communications to QuantCDN will be mailed to the current address as published at QuantCDN, unless QuantCDN notifies the Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made through a QuantCDN Customer Portal.
- This Agreement is to be construed in accordance with and governed by the internal laws of the State of Victoria (Australia) without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the laws of the State of Victoria (Australia) to the rights and duties of the parties.
- No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
- In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.
- The Customer may not assign this Agreement or any of its rights or obligations hereunder without QuantCDN’s express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
- If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
- This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.