QUANTA FINANCIAL, INC.

BETA TERMS OF SERVICE

LAST UPDATED: MAY 21, 2023

BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING THE SERVICE PROVIDED OR OTHERWISE MADE AVAILABLE BY QUANTA FINANCIAL, INC. (“COMPANY”), YOU (“CUSTOMER” OR “YOU”) AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE COMPANY’S PRIVACY POLICY (AVAILABLE AT HTTPS://WWW.USEQUANTA.COM/PRIVACY-POLICY) (TOGETHER, THIS “AGREEMENT”). IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN CUSTOMER DOES NOT HAVE THE COMPANY’S PERMISSION TO ACCESS OR USE THE SERVICE. CUSTOMER’S USE OF THE SERVICE, AND THE COMPANY’S MAKING AVAILABLE THE SERVICE TO CUSTOMER, CONSTITUTES AN AGREEMENT BY COMPANY AND BY CUSTOMER TO BE BOUND BY THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE (“EFFECTIVE DATE”). If Customer is an entity, organization, or company, then: a) the individual accepting this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement; b) Customer agrees to be bound by this Agreement; and c) the terms “Customer” and “you” shall refer to such entity. 

1. EVALUATION. Subject the terms and conditions of this Agreement (including, without limitation, Customer’s compliance with the restrictions on usage set forth below), Company will, during the Testing Period, provide Customer with access to Company’s online, software-as-a-service platform (“Service”) through access credentials provided by Company (“Access Credentials”) solely for purposes of Customer’s a) internal testing and evaluation of the Service, and b) providing Feedback to the Company (as such terms are defined below). Customer will provide, at its own expense, all equipment and third-party products and/or services necessary for its access to and use of the Service. Customer must use the Service in compliance with all applicable laws and regulations and related documentation. Customer will at all times be liable and responsible for any activities and all other acts or omissions taken by Customer or by any other person or entity who accesses or otherwise uses the Service using Customer’s Access Credentials (whether or not such activities or acts or omissions are authorized by Customer or taken by Customer, its employees, agents, or any third party). Customer shall comply with all instructions, requirements, and documentation, and all other acceptable use guidelines (including access and usage protocols and limitations) that Company may make available from time to time.        

2. FEES. Company reserves the right to determine pricing for the Service and to charge fees for the Service (or any component, feature, or functionality thereof, including for internal, research, or evaluation purposes) on a going forward basis. Company will provide Customer advance written notice of any such fees before they go into effect or become chargeable. Prior to any payment of fees, Customer will have an opportunity to review and accept any fees that will be charged to Customer. All fees are non-refundable. If Customer receives access to Service or features thereof on a free or trial basis (“Trial”), use is permitted only for Customer’s internal evaluation during the period designated by Company. Trials are optional and either party may terminate Trials at any time for any reason. Trials may be inoperable, incomplete, or include features that Company may never release, and their features and performance information are Company’s confidential information. Notwithstanding anything else in this Agreement, Company provides no warranty, indemnity, SLA, or support for Trials.

3. TESTING PERIOD. This Agreement will begin on the Effective Date and will continue in full force and effect unless earlier terminated in accordance with this Agreement or otherwise mutually agreed upon by the parties in writing (“Testing Period”). Either party may terminate this Agreement for convenience at any time upon written notice to the other party. Company may suspend Customer’s access to the Service at any time. Upon the expiration or termination of this Agreement, Customer will discontinue all use of the Service and Company may permanently delete all Customer Data. Sections 2 through 13 will survive termination or expiration of this Agreement.

4. RESTRICTIONS; USAGE. Customer must not: a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Service; b) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, Trojan horse, malware, or other malicious computer code; c) circumvent, disable, or otherwise interfere with the Service’s operation, security, or other technical features or measures of the Service; d) use the Service to develop a similar or competing product or service; e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Service); or f) permit any third party to do any of the foregoing.  

5. INTELLECTUAL PROPERTY.

   1. Service. Company owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Service (including any improvements, modifications, and enhancements thereto) and all visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service.  

   2. Customer Data. Customer hereby grants to Company a royalty-free, fully paid up, non-exclusive, and worldwide license (with the right to sublicense through multiple tiers), during the Testing Period, to host, store, transfer, process, publicly display, publicly perform, disclose, distribute, reproduce, and modify the Customer Data (as defined below) solely for purposes of: a) providing, improving and enhancing the Service or b) developing, creating, and/or generating Aggregated Data. Customer is at all times solely responsible and liable for a) Customer Data as entered into, supplied, accessed, or used by Customer and b) for complying with any privacy and data protection laws and regulations applicable to Customer Data or your use of the Service. Customer owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Customer Data. For purposes of this Agreement, “Customer Data” means any data, content, or information that is uploaded, transmitted, submitted, provided, or made available by Customer through its access to or use of the Service, including from any connection or integration with a third-party source. 

   3. Aggregate Data. You acknowledge and agree that Company may collect, create, process, transmit, store, use, and disclose Aggregated Data (as defined below) for its business purposes, including to provide support, to improve the Service and to develop new products and services, and for industry analysis, benchmarking, and analytics. As between the parties, Company owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregate Data, the know-how and analytical results generated in the processing and use of Aggregate Data, and any and all new products, services, and developments, modifications, customizations, or improvements to the Service made based on the Aggregate Data. For purposes of this Agreement, “Aggregate Data” means the non-identifiable aggregated and/or de-identified data derived from Customer Data or Customer’s use of the Service.

   4. Feedback. If Customer provides Company with recommendations, suggestions, or other feedback relating to the Service or any other Company products or services (“Feedback”), Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Service and to commercialize the Feedback in any Company product, technology, service, specification, or other documentation. Company will have no obligation to provide Customer with attribution or compensation for any Feedback provided to Company.

   5. Reservation of Rights. Except for those rights expressly granted in this Agreement, no other rights are granted by Company, either express or implied, to Customer.

6. CONFIDENTIALITY; DATA. Customer will maintain the confidentiality of and not disclose to any third party: a) the terms of this Agreement; b) all non-public information disclosed or otherwise made available by Company to Customer under this Agreement or through the Service; and c) any Feedback, Service performance data, and all other information obtained through Customer’s access to or use of the Service. Company will protect any Customer Data transmitted or otherwise provided by Customer through the Service using commercially reasonable administrative, technical, and physical safeguards designed to protect against illegal or unauthorized access or disclosure of such Customer Data.  

7. THIRD PARTY PRODUCTS. If Customer elects to enable, access, or use of any Third-Party Products (as defined below), its access and use of such Third-Party Products is governed solely by the terms and conditions and privacy policies of the provider of such Third-Party Products, and Company does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Products, including, without limitation, their content, the manner in which they handle Customer’s data (including Customer Data), or any interaction between Customer and the provider of such Third-Party Products. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access, or use of any such Third-Party Products, or Customer’s reliance on the privacy practices, data security processes, or other policies relating to or used in connection with the Third-Party Products. The providers of Third-Party Products shall not be deemed sub-processors of personal information for any purpose. For purposes of this Agreement, “Third-Party Products” means certain third-party applications, systems, software, products, or services that are or may be used by Customer and are not provided by Company that Customer elects to integrate or enable for use with any Service.  

8. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” “WITH ALL FAULTS”. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. COMPANY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM ACCESS TO OR USE OF THE SERVICE. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE SERVICE IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE FOR ACCESS OR USE BY CUSTOMER AT ANY GIVEN TIME, AND CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT COMPANY IS UNDER NO OBLIGATION TO SUPPORT OR MAINTAIN THE SERVICE OR TO PROVIDE ANY UPDATES, UPGRADES, OR OTHER TECHNICAL SUPPORT TO CUSTOMER WITH RESPECT TO THE SERVICE.  

9. REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Company that: a) if Customer is an entity, it is 1) a corporation, limited liability company, or other business entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, organization, or formation, and 2) duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; b) this Agreement has been duly executed and constitutes a valid and binding agreement enforceable against Customer in accordance with its terms; c) it has, and/or has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority, in order to fully comply with its obligations under, and to grant the rights and licenses set forth in, this Agreement without infringing, misappropriating, or otherwise diluting any intellectual property or proprietary third-party rights (including with respect to Customer Data), and that the use of Customer Data by Company as provided herein will not constitute infringement, misappropriation or violation of any third party’s rights; d) it will at all times comply with all applicable laws; e) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of its obligations under this Agreement; f) it does not compete (indirectly or directly) with the Company; and g) the execution, delivery and performance of this Agreement by Customer will not violate, conflict with, or cause a default under any agreement, instrument, or other contract to which Customer is a party or by which it is bound. 

10. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $100.  IN NO EVENT WILL COMPANY HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

11. INDEMNIFICATION. Customer will indemnify, defend and hold harmless Company, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, or actions made by a third party (“Claims”), and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: a) Customer Data; b) Customer’s use of, or reliance upon, the Service; c) any breach of this Agreement by Customer; d) Customer’s violations of applicable law; or e) the gross negligence or willful misconduct of Customer or of any third party acting on Customer’s behalf.  

12. MODIFICATIONS. Company reserves the right to update, change or otherwise modify this Agreement on a going-forward basis at any time and in its sole discretion. If Company updates this Agreement, we will provide Customer with notice of such updates, such as by sending an email notification, providing notice through the Service, or updating the “Last Updated” date at the beginning of this Agreement. Updates will be effective on the date Company takes any of the actions set forth in the immediately foregoing sentence, unless otherwise stated. Company may also, in its sole discretion, require that Customer accept any updated Agreement in order to continue b) to access or use the Service, or b) to make Customer Data available on or through the Service. By continuing to access or use the Service after Company’s posting of an updated Agreement, Customer agrees to accept and be bound by the updated Agreement, including all of the terms incorporated therein by reference. To the extent Customer does not agree to the updated Agreement, then Customer must discontinue its use of the Service. Except as expressly permitted in this Section 12, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.

13. MISCELLANEOUS. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Company, except that Company shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, change of control, reorganization or otherwise. This Agreement is the entire agreement between the parties relating to the subject matter hereof. No waiver of this Agreement will be valid unless in writing signed by each party. The terms of any other document provided by Customer to Company that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect. The Service is intended for visitors located within the United States. Company makes no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.