TERMS AND CONDITIONS
1.1 These TERMS AND CONDITIONS apply to the services provided by Quantitative Technologies LLC, (referred to as "HNROP", "ELLA" , "QT", "Company", "we", "us", or "our"). You ("Customer") agree that by accepting services, and making your initial payment, or using our services and products, or any content or information provided as part of these services, including any software and its systems, collectively, "Services" or "Software", you are entering into a legally binding agreement (even if you are using our Services on behalf of a company). The term "Order Form" and "Checkout Page" refers to the definition of the product/service the customer is purchasing from the Company.
1.2 If you do not agree to the following TERMS AND CONDITIONS ("Agreement"), do NOT click "Secure [Your County] Now", "Get Started" (or similar) and do not access or otherwise use any of our Services.
- SAAS SERVICES AND SUPPORT
2.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services according to this TERMS AND CONDITIONS Agreement. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services.
- PATENTS, COPYRIGHT, AND TRADE SECRET
QT holds numerous patents, trademarks and copyrights and fiercely defends those intellectual properties. The artificial intelligences offered as services utilize advanced proprietary machine deep-learning and heuristic algorithms that are protected by numerous granted Patents, Copyright and Trade Secret laws. Any attempt to reverse engineer any of the artificial intelligences or their methods will be vigorously defended and enforced under state, federal and international law including, but not limited to, the U.S. Copyright Act and U.S. Patent Law.
Patent and Copyright © 1999, 2000, 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022 QT
This web site, including all the information which it contains, all the services and products, technology and all related content including, but not limited to all content that is Artificial Intelligence (AI) generated and written is the property of QT and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws including granted Patents which protect certain technology. Any content you write or create as a derivative or modifications of this AI generated content, you hereby agree to assign copyright to QT and this Terms of Service agreement servers as that assignment. You may not reproduce, reprint, publish, or otherwise exploit that content or technology from QT or the AI's without our express prior written consent. Your breach of this condition shall subject you to any and all claims under state, federal and international law including, but not limited to, the U.S. Copyright Act and U.S. Patent Law.
- RESTRICTIONS AND RESPONSIBILITIES
4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
4.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
4.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, fines and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services, or data needed to connect to, utilize, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, data licenses, display licenses, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
4.5 For all Text Messaging and SMS based services, QT only provides that the Services are processed correctly and further transmitted by QT to the applicable network. QT is not responsible for the final delivery of any communication initiated through QT’s Services, as this is out of our control and is the responsibility of downstream communications carriers.
QT transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators, and thus QT’s influence over the timing of the transmission of your messages and broadcasts is only within the technical constraints imposed upon QT.
While QT shall use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages and broadcasts across the public switched telephone network and/or Internet. You should know that communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. QT is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from QT for any such non-deliveries. Furthermore, you agree that message and broadcast contents are deemed to have zero value.
Any suspected fraudulent, abusive, or otherwise illegal activity related to our Services may be grounds for suspension or termination of your user account, in QT’s sole discretion, and you may be reported to appropriate law-enforcement agencies.
Your Use of Our Services Must Comply with the Law.
You agree to use the QT Services in accordance with all applicable guidelines, as well as all state and federal laws that the Services are subject to. In order to confirm your compliance with these Terms, so as to ensure that QT is complying with national and international laws, we may, from time to time, periodically check the messages and broadcasts that you send.
Representation that Communications with Your Contacts Comply with the Law. You represent and warrant that the owners of the phone numbers you initiate messages or broadcasts to through the QT Services have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation.
You further agree that any individuals requesting Do-Not-Call (“DNC”) status shall be immediately placed on your DNC accounts list and you further agree that you will not initiate any further messages or broadcasts to any individuals after they request DNC status.
Without limiting the foregoing, you agree to familiarize yourself with the legal requirements triggered by any messages, calls, broadcasts, and campaigns transmitted through the QT Services by visiting the following websites:Federal Trade Commission, https://www.ftc.govFederal Communications Commission, https://www.fcc.gov/National Do Not Call (DNC) Registry, https://www.donotcall.gov
QT is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy, and it is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages, broadcasts, and campaigns prior to using the QT Sites or Services. You are ultimately responsible to make your own informed decisions regarding your messages, broadcasts, and campaigns.
QT will not be liable for any misuse of the Services by you.
QT Is Customer of Record. You acknowledge that QT is the “customer of record” for all phone numbers provided as part of our Services. As the customer of record, we have certain rights with respect to porting phone numbers. You understand and agree that you may use the phone numbers provided as part of our Services subject to these Terms. Unless otherwise required by law, we reserve the right to refuse to allow you to port away any phone number in our sole discretion.
California Consumer Privacy Act of 2018. As part of our Services, QT hosts and processes data, including personal information, about the consumers you wish to communicate with by using our platform.
You and QT acknowledge and agree that QT is a “service provider” as defined by the California Consumer Privacy Act of 2018 (“CCPA”) (Cal. Civ. Code § 1798.100 et seq.). This means that QT processes personal information on your behalf when you disclose to us the personal information of your consumers (“Customers’ Contact Data”) in order to use our Services.
When we process Customers’ Contact Data on your behalf, we agree that we will not:
- Retain, use, or disclose Customers’ Contact Data we process in connection with the Services for any purpose other than for performing the Services in this Agreement and your instructions;
- Use or process Customers’ Contact Data for commercial purposes or direct marketing;
- Sell or promote the sale of Customers’ Contact Data; and
- Disclose or transfer Customers’ Contact Data to unauthorized personnel or parties, or outside the direct business relationship between you and QT.
4.6 For services that assigned phone number or short numbers, QT has the right to Reclaim Phone Numbers. We reserve the right to reclaim any phone number from your account and to return that number to the relevant numbering plan if you do not send sufficient traffic over that phone number, such that the phone number is unutilized or underutilized, as defined by any local or federal regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. When reclaiming unutilized or underutilized phone numbers, we will notify you at least fourteen (14) days in advance, unless we are prevented from doing so by the relevant carrier regulatory agency or governmental organization. We also reserve the right to reclaim phone numbers with no notice to you if your account is suspended for failure to pay or for suspected fraud, as well as if your free trial account is unutilized for more than thirty (30) days.
4.7 While our platform hosts some Customer data, the continued hosting and storage of your data is not guaranteed by us. Except as otherwise agreed between us in writing, we may occasionally delete your data, and we will not be liability for any damages, losses, or other consequences that you may incur as a result.
4.8. For all products or services utilizing MLS/IDX DISPLAY, QT makes every effort to exceed the requirements of the National Association of Realtors (NAR) IDX display policy as of 2021, and your respective local MLS(s) IDX display policy(s) for posting to social media.
- Customer agrees that they are a current member in good standing of their respective MLS(s) that are represented for your coverage area (county).
- For YouTube videos and description, QT will include:
- The MLS number.
- The Listing Agent name and Listing Brokerage.
- The logo of the local MLS that controls that property.
- MLS disclaimers and other notices the MLS requires.
- QT will provide additional technology to assist with current and future compliance:
- An MLS fail-safe mechanism. If for some reason a video(s) are required to be taken down, they can be disabled remotely within minutes. The remote disable will disable the video(s) even if shared on other social media platforms. This can be done for one video, a group of videos, or all videos within minutes.
- An MLS adaptive system. If your local MLS makes a change to their policy, that change can be deployed to all the videos within reasonable technical ability.
- QT will make every effort to respond to MLS changes and requests on a timely basis.
The Customer agrees to forward changes/requests to QT on a timely basis.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
5.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services and is limited to prepared reports delivered to the customer but does not include internal analysis or data collected. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
5.3 Copyright ownership of produced videos, creative content, channels, logos, designs and music content as a creative work shall remain with the Company. Copyright of source materials remain the copyright of the original owners. All additional supplementary materials and works created by the Company shall remain copyright of the Company, and the Customer has permission to use such materials within the constraints of the product/service so long as the customer is in good standing.
5.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- PAYMENT OF FEES
6.1 Customer will pay Company the then applicable fees described in the Order Form/Checkout Page for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.
6.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.
6.3 Non-payment either through non-payment, failed payments, chargebacks or any failure to complete payment or cure any deficiency within thirty (30) days of demand, will cause any previous fees waived, previous setup fees waived for special programs or discounts to immediately be reinstated in full, all discounts cancelled and fees and prioviously waived setup fees to be due immediately. This includes any special rates made available through special programs to be cancelled, and all services and fees to be billed at the published rates and be payable immediately. Customer acknowledges that a chargeback or mechanism to reverse payments extending back beyond the current month revokes all copyright and patents licenses to use QT intellectual proprty, and customer has violated copyright law and is now liable for copyright penalties. Customer agrees to pay all invoices fees, setup fees and services billed immediately on demand and fall under section 6.2 for finance charges and Customer also agrees to pay legal fees for collection of invoices.
- TERM AND TERMINATION
7.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form/Checkout Page, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Final Reports available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or sudden policy changes, either by Company or by third-party providers, and platforms such YouTube, Google, Facebook and similar platforms or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. QT reserves the right at any time and from time to time to modify temporarily or permanently or discontinue QT Services (in whole or part) with or without notice. As changes are made to the Terms of Service by YouTube, Google, Facebook or additional social media platforms, services or intermediary services. Services provided by QT may change to comply to the new terms or changes. You agree that QT shall not bear any liability to you or to any third-party for any modification, suspension or discontinuance of QT Services due to any such required changes or cancellations. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, or data provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
- LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
- DMCA; Claims of Copyright Infringement.
We respect the intellectual property rights of others and ask that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify our copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
(i). Identification of the copyrighted work that you claim has been infringed; (ii). Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it; (iii). Your address, telephone number, and, if available, e-mail address,so that the copyright agent may contact you about your complaint; and (iv). A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf in this situation.
Notices of copyright infringement claims should be sent as follows:
Attention: Copyright Agent
1887 Whitney Mesa Suite 3132,
Henderson, Nevada 89014
and by e-mail to: HNROP.DMCA.firstname.lastname@example.org
If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.