Effective Date: March 1, 2019
These Terms are a binding contract between you and Quantiphi. You must agree to and accept all of the Terms, or you will not have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISNIG FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH BELOW.
We reserve the right, at our sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our website. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.
3. Representations and warranties
If you use the Services on behalf of a company, partnership, association, or other entity, you hereby represent and warrant that you have the capacity to enter into these Terms on behalf of the entity, or an authorized representative of the entity has agreed to bind the entity to these Terms.
4. Acceptable Use
We hereby grant you permission to use the Services provided such use is in compliance with these Terms, and you further specifically agree that you use will adhere to the following restrictions and obligations:
You may only use the Services for personal use or for internal business use within your company or other entity. You may not transfer your access to others or allow others to access the Services through your own access.
You may only use the Services for lawful activity. It is your responsibility to comply with all applicable U.S. local, state, and federal and applicable international laws and regulations including export control compliance.
You may only use the Services for lawful activity. In addition, you may not use the Services in any manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
You may not interfere with or damage the Services, including, without limitation, through the use of viruses, worms, Trojan horses, corrupted files, hoaxes, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology that are of a destructive or deceptive nature.
Except as authorized through the Services, you may not copy, rip, or capture any content encountered on the Services. This includes bulk copying or "scraping" any portion of the https://athenasowl.tv/ website content using a bot or other tool.
You may not use the Services to upload, transmit, or promote any material that constitutes junk mail, spam, or commercial offers.
You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including Quantiphi’s).
You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
You will not, and will not allow any third-party, to use the Services to, directly or indirectly, develop or improve a similar or competing product or service.
You will not violate, or encourage the violation of, the legal rights of others including infringing or misappropriating the intellectual property rights of others in violation of the Digital Millennium Copyright Act (“DMCA”) the text of which may be found on the U.S. Copyright Office website or a copy can be downloaded here.
5. User Accounts
We will provide you with a user name and password to create an account to access the Services (“User ID”). In order for us to provide you with a User ID, you promise to provide us with accurate, complete information about yourself including your legal name, business name, and contact information. Your User ID is unique to you. You may not transfer your account to anyone else without our prior written permission from us and you shall not provide any person with your User ID for the purpose of accessing or using the Services.
In addition to our rights under Clause 9, we have the right to terminate your account at any time for any reason in our sole discretion. We will try to provide advance notice to you prior to our removal of your account so that you are able to retrieve any important User Content (as defined below and if applicable to your access to or use of the Services) you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Quantiphi.
If you would like us to terminate your account, please contact us or at https://athenasowl.tv/contact. Upon receipt of your request, and except as set forth below, we will remove your account and your associated information from the Services within a reasonable time period.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, video, films, movies, audio recordings, and User Content (all of the foregoing, the “Content”), are protected by copyright and/or other intellectual property laws.
You understand that when using the Services, you will be exposed to Content from a variety of sources, including third-party rights to such Content and that Quantiphi is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. Quantiphi expressly disclaims any rights to any third-party Content. You acknowledge that the Services and Content, including all associated intellectual property rights, are the exclusive property of Quantiphi and its licensors.
You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Quantiphi with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Quantiphi, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your access to and use of the Services and Content.
Conditioned upon your compliance with these Terms, Quantiphi grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services solely for your use and (ii) access and view any Content to which you are permitted access. You have no right to sublicense the licensed rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Quantiphi or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, at our sole discretion, if applicable to use of the Services, permit you to post, upload, publish, submit or transmit content (“User Content”). By submitting any User Content on or through the Services, you grant to Quantiphi a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, stream, broadcast, access, and otherwise exploit such User Content, in any media, in order to operate, promote, improve, or market the Services.
You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to Quantiphi the license above.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Quantiphi has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.
8. Notices of Copyright Infringement
Quantiphi respects copyright law and expects our Users to do the same. In accordance with the DMCA, Quantiphi will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below; provided, however, that Quantiphi, hereby disclaims any rights to copyrights owned by third parties and acknowledges that any such copyrights are the exclusive property of such third parties.
If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the “Notice”):
You may deliver this notice, with all items completed, to us, as follows:
241 Boston Post Road West
Marlborough, Massachusetts 01752
United States of America
Upon receipt of the Notice as described above, Quantiphi will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.
Quantiphi may immediately and without notice terminate these Terms and disable your access to the Services (a) for any reason at any time in its sole discretion or (b) if Quantiphi determines, in its sole discretion, that (i) you have materially breached these Terms; (ii) you have violated applicable laws, regulations or third party rights; or (iii) Quantiphi believes, in good faith, that such action is needed to protect the safety or property of other users, Quantiphi or third parties.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Third Party Content
By using the Services, Quantiphi may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Quantiphi does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of those services is subject to their respective terms of service. Quantiphi does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services. Quantiphi disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against Quantiphi with respect to the content or operation of any such third-party websites and services.
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED "AS IS," AND QUANTIPHI, INC., ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. QUANTIPHI, INC., ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.
Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL QUANTIPHI, INC. (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $20 OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Quantiphi, Inc., its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
The failure of Quantiphi to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
You may not assign or transfer these Terms, by operation of law or otherwise, without Quantiphi’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Quantiphi may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Suffolk County, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Suffolk County, Massachusetts. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND QUANTIPHI, INC. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
These Terms (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States. Any action based on, relating to, or alleging breach of these Terms must be brought in a state or federal court in Suffolk County, Massachusetts. Both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.
These Terms constitute the entire agreement between you and Quantiphi, Inc. regarding your use of the Services, and supersede all prior written or oral agreements.