Terms & Conditions

 

1. Acceptance of the Terms & Conditions

The following terms and conditions, together with any referenced documents (collectively, "Terms & Conditions") are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and Quay India Pvt. Ltd. (“Quay,” “we,” “us” and “our”).

IMPORTANT: THESE TERMS & CONDITIONS FORM A BINDING CONTRACT BETWEEN YOU AND US. YOU ACCEPT THESE TERMS & CONDITIONS BY  (1) ACCESSING OR USING THE WEBSITE; OR (2) INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THESE TERMS & CONDITIONS.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF.  IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, YOU MAY NOT USE THE WEBSITE. 

The term “Website” means Quay website - www.quayintech.com. The term “Website” does not include the Quay Products (as defined below) regardless of the domain name used to access such Quay Products.

The Website provides several types of resources, including one or more of the following: areas to interact with the Website and the users such as blogs, user ratings, user reviews, and other related interactive and social features (collectively, the “User Media”); information, software, text, displays, images, video, audio recordings, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof, except that provided expressly and conspicuously under a third‑party license (collectively, the “Website Content”); product specifications and product documentation (collectively, “Documentation”); software such as application program interfaces, update sets, development tools, code snippets and sample code, not including Apps (defined below), published by Quay to permit customization and configuration of Quay Products (collectively, “Development Tools”); and non‑production instances of the Quay Products (“Demo or Non‑Production Instances”). Your right to use of the Website, including User Media, Website Content, Documentation, Development Tools and Non‑Production Instances, is subject to and conditioned on your acceptance of these Terms & Conditions.

We may revise and update these Terms & Conditions from time to time in our sole discretion. Your continued use of the Website following the posting of revised Terms & Conditions means that you accept and agree to the changes.  When accepted by you, the revised Terms & Conditions automatically revoke any license or other rights that we granted to you under the prior version.

Personally identifiable information collected about you by this Website is treated in accordance with the Privacy Statement, which is hereby incorporated into these Terms & Conditions by reference. If you do not agree to these Terms & Conditions or the Privacy Statement, you must exit the Website.

Access

We reserve the right to terminate or modify the Website including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Website.

Accounts

To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Website, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a user name, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify Quay of any unauthorized use of your user name or password or any other breach of security. You must logout from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Quay has the absolute right to disable any user name or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms & Conditions.

Quay Products

The “Website” includes Quay Products. “Quay Product” means the Quay platform and any Quay applications or subscription services, including those customarily provided by us only to our paying customers, along with professional services, support, and maintenance, and any other products or services offered for sale by Quay.  Quay Products do not include Non‑Production Instances or Apps (as defined below). You must purchase access to Quay Products pursuant to a separate subscription or other agreement with Quay (“Subscription Agreement or Contract”).

 

2. Use of the Website

Subscription Agreement or Contract Escalations

Customers who have purchased support rights under your Subscription Agreement, will not User Media for the escalation of support issues. Contact Quay Support as provided in your Subscription Agreement or Contract. Quay

Prohibited Uses

You agree not to access or use the Website in any manner:

  • That is false, deceptive, misleading or fraudulent, including but not limited to: (a) any attempt to impersonate any person or entity, including any other user, Quay or a Quay employee; (b) to misrepresent your identity or affiliation with any person or organization; and (c) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address.

  • For the purposes of recruiting, advertising, solicitation or commercial activities of any kind without the express written consent of Quay, including, but not limited to: (a) promotions, contests, sweepstakes, barter, advertising or pyramid schemes; and (b) the transmission of, or procurement of sending, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

  • To monitor or copy materials on the Website for any unauthorized purpose or access the Website via any automatic device, process or means of access such as a robot or spider.

  • That may have a detrimental effect on the Website’s function, user interaction or security, including but not limited to: (a) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, equipment, data or information; (b) attempting to intercept, redirect or otherwise interfere with communications intended for others; (c) disabling, damaging, overburdening or impairing the Website or any server, computer or database connected to or accessed by the Website; (d) modifying, blocking or otherwise interfering with the display of the Website; (e) interfering with another user’s ability to access, use and enjoy the Website; (f) accessing another user’s registration information or user account without that user’s express written permission; (g) transmitting or introducing any malicious or technologically harmful element to the Website such as a spyware program, virus, Trojan horse, worm or logic bomb; (h) performing, without Quay’s express prior written authorization, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Website, including without limitation the User Media; and (i) engaging in any activities that results in any server being the target of a denial of service attack.

Notification of Violation

If you become aware of any violation of these Terms & Conditions by any person, including other users or third parties, you must immediately notify Quay via e‑mail to info@quayintech.com.

Quay Disclaimer

We may, but are under no obligation to, monitor or censor comments made by users or content provided by contributors and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third‑party users and we disclaim any and all liability relating thereto.

3. Demo or Non-Production Instances

Quay may provide you with temporary access to a non‑production instance of the Quay Products upon your request to the Website (each a “Demo or Non‑Production Instance”). Unless subject to a separate click‑accept agreement at the time of registration, access to and use of any and all Demo or Non‑Production Instances shall be governed by these Terms & Conditions, including without limitation the intellectual property and limitation of liability sections herein. If a click‑accept agreement is made available to you at the time of registration for access to Quay services or products, then in the event of any conflict between that agreement and these Terms & Conditions, that agreement shall supersede these Terms & Conditions to the extent of the conflict.

Subject to compliance with these Terms & Conditions, Quay authorizes you to access and use the Non‑Production Instance solely for your own internal use to evaluate the Quay Products. Quay may update, upgrade, add or remove plugins and functionality, and otherwise modify the Non‑Production Instance in its sole discretion without notice to you. Access to Quay technical support resources is not provided with a Non‑Production Instance.

Quay shall have no obligation or liability for or with respect to an Non‑Production Instance, including without limitation: warranty, support, reliability, backup, performance or service level, refund, service credits, loss of use or loss of data.

You agree to provide any required disclosures to and obtain any required consents for the transfer of your data to Quay in connection with your use of the Non‑Production Instance. Quay shall not be responsible for compliance with any laws applicable to you and your industry that are not generally applicable to information technology service providers. You agree that Quay may collect, use and disclose quantitative data derived from the use of the Non‑Production Instance for industry analysis, benchmarking, analytics, marketing, and other business purposes.  All data collected, used, and disclosed regarding your use of a Non‑Production Instance will be in aggregate form only and will not identify you.

 

4. Purchase

Purchases of Quay Apps

Payments and Subscription Term. You may place a non‑cancellable and non‑refundable (except as expressly set forth herein) order to purchase access to a Quay App by clicking the “purchase” button associated with that App page. Prices stated on the page, including if any discounts, are final. Except as expressly set forth in the description of a particular App, fees for App is invoiced at the time you place your order. Each App is purchased for a term of twelve (12) months, provided that you have a valid paid subscription to the Quay Product(s) required to use the App throughout that period.  In the event that your subscription to any Quay Product required to use the App expires, you may not use the App until such use rights are reinstated. Your payment obligation provided in this section shall survive expiration or termination of your rights to use any Quay Product required to use the App. Purchase of an App is a continuous and non‑divisible commitment for the full duration of its subscription term regardless of the invoice schedule. You may cancel your subscription upon expiration of any App subscription term. Quay will provide advance notice of each renewal date to the contact information provided by you. Unless you cancel your subscription, Apps will automatically renew upon the expiration of each subscription term.

Payments by Credit Card. For purchases by credit card, payment and invoice shall be due upon purchase of the Quay App. The credit card you provide for billing purposes will be billed on a monthly basis during the subscription term of the Quay App and on any subsequent automatic renewal subscription terms.

Purchases by Invoice. For purchases by invoice, all payments shall be due net five (5) days from the date of Quay’s invoice, and payments shall be invoiced and made in the currency provided in the invoice. You may issue a purchase order consistent with these Terms & Conditions, but a purchase order is not required. If you issue a purchase order, then it shall be for the full amount of the purchase as provided on App page, and any additional or conflicting terms appearing in a purchase order shall not amend this Agreement.

Late Payments. Late payments shall accrue interest at as determined by Quay from time to time. For interest rate on late payments please write to info@quayintech.com. If you are delinquent in payment of amounts owed hereunder, Quay may give notice to you of such delinquency, following which you shall cure the delinquency within five (5) days from the date of Quay’s written notice. If you fail to cure the delinquency or regain compliance in accordance with the paragraph below, Quay may suspend your access to the App in addition to other rights and remedies available.

Overuse. Quay may remotely review your use of the App for comparison with your rights of use, and upon Quay’s written request you shall provide any reasonable assistance to verify your compliance with these Terms & Conditions. If Quay determines that you have exceeded your permitted use of the App then Quay will notify you and within five (5) days thereafter you shall either: (a) disable any unpermitted use or (b) purchase additional subscriptions commensurate with your actual use.

Taxes. All Quay App prices are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments including goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with your purchase of App. Taxes shall not be deducted from the payments to us, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Each party is responsible for and shall bear taxes imposed on its net income. If you are or represent a tax‑exempt entity or claim exemption from any Taxes under these Terms & Conditions, you shall provide a tax exemption number and a certificate to us prior to your purchase and, after receipt of valid evidence of exemption, Quay shall not charge you any Taxes from which you are exempt. If we are required to invoice or collect Taxes associated with your purchase we will issue an invoice to you including the amount of those Taxes, itemized where required by law. You shall provide to us your GST identification number(s) for (i) the country where you have established your business and/or (ii) any other country where you have a fixed establishment. You shall use the App for your business use in the foregoing location(s) in accordance with the provided GST identification number(s). The parties’ obligations under this Section shall survive the termination or expiration of these Terms & Conditions.

App Rights and Restrictions

The following terms shall apply to your use of Quay Apps, in addition to other limitations and disclaimers provided herein:

Rights to Quay Apps. You shall have, with respect to any purchased Quay App, the rights and obligations applicable to “Subscription Service” under your current Subscription Agreement.

Restrictions on Use of App page and Share Contributions. Notwithstanding any contrary term or condition in any App Conditions, you may not: (a) transfer, sublicense, distribute or otherwise provide a third‑party access an App; (b) use an App other than in connection with a Quay Product that you are permitted to use under a separate Subscription Agreement.

5. Intellectual Property

Website

The Website in its entirety including the, Website Content and is owned by Quay or our licensors and is protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of Quay. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or App page, or transmit any Website Content without Quay’s express prior written consent or except as expressly provided in these Terms & Conditions.

Quay Trademarks

The Quay logo and other Quay product logos are trademarks and/or registered trademarks of Quay Intech Pvt. Ltd. Other company and product names may be trademarks of the respective companies with which they are associated.

Documentation

The Documentation available on the Website is the copyrighted work of Quay and/or third‑party providers. Subject to these Terms & Conditions, we grant you a limited, revocable, non‑transferable, non‑exclusive and non‑sublicensable license to make a reasonable number of copies of the Documentation for your internal business use in connection with your separately authorized use of Quay Products. No right to sublicense or distribute the Documentation is granted herein.

 

6. Linking

Linking to the Website

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You are prohibited from linking to any other page of the Website without our express written permission. We reserve the right to withdraw linking permission without notice. The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the homepage. You must not establish a link from any website that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.

7. Legal Considerations

Copyright Infringement

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification to our copyright agent (designated below)

 

Our designated Copyright Agent to receive notices is:

Quay India Pvt. Ltd.
Attn: Quay Website Copyright Agent
AIHP Tower, 249G, Udhog Vihar Phase-4, Gurgaon, Haryana-122015, India
Copy to info@quayintech.com

Disclaimer of Warranties

Quay cannot and does not promise or warrant that any aspect of the Website is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti‑virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  Quay will not be liable for any loss or damage caused by a distributed denial‑of‑service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or on any website linked to it.

Limitation of Liability

Except to the extent that a disclaimer of liability is prohibited under applicable law, in no event will Quay, its affiliates and its licensors, service providers, employees, agents, officers and directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the website, including any community services, non‑production instance, user contributions, apps, website content or services or materials made available through the website, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Indemnification

To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees and other costs of defense) resulting from your violation of these Terms & Conditions or your use of the Website, user data, Development Tools and Non‑Production Instances (including anything that you develop using the Development Tools and Non‑Production Instances), including, without limitation, any use of the Website's content, unpaid tax liability, services and products other than as expressly authorized in these Terms & Conditions or your use of any information obtained from the Website. We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing.  You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You shall have no obligation to indemnify Quay against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by the Quay Products (independent of your App or other products or services of yours).

 

Waiver and Severability

No waiver of these Terms & Conditions by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms & Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.

Third Party Beneficiaries

There are no third‑party beneficiaries to these Terms & Conditions.

Classification of Website and Quay Products

In the event of a dispute, the categorization of any subject matter as either the Website or a Quay Product shall be made by Quay in its sole discretion, and Quay may reclassify as a Quay Product subject matter previously included in the Website.

Termination

Quay may terminate these Terms & Conditions at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate (including the license rights granted by third parties under Section 4 (App page and Share) herein to permit you to user their Apps).  Notwithstanding the termination of these Terms & Conditions for any reason, Sections 6 (Intellectual Property) and 9 (Legal Considerations) herein shall survive

Entire Agreement

The Terms & Conditions and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.  For the avoidance of doubt, these Terms & Conditions do not supersede any Subscription Agreement or other agreement pursuant to which you have been granted the right to use or access a Quay Product, except to the extent that these Terms & Conditions provide that Apps or other Website Content are not subject to warranty or entitled to support, service credits, refunds, or other service entitlements under a Subscription Agreement.

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