Terms of Use
The service provided to you (“You” or “Your”) by QUANTI: (“QUANTI”) enables You to notably deploy data connectors, is accessible in SaaS (“Service”) and is governed by these terms of use (“Terms of Use”). You may allow a beneficiary to use the Service on your behalf (“Beneficiary”) in which case You warrant compliance with these Terms of Use by the Beneficiary. In the event (i) You have entered into an agreement with QUANTI relating to such Service and (ii) there are any inconsistency between such agreement and these Terms of Use, these Terms of Use shall prevail over such agreement notwithstanding any provision to the contrary in such agreement.
QUANTI reserves the right to update and modify these Terms of Use at any time by uploading amended Terms of Use on its website. QUANTI will inform you of any significant changes by email.
Any use of the Service by You constitutes your unconditional acceptance of the Terms of Use.
Service and licensed material
QUANTI hereby grants to You a non-exclusive, non-transferable and not sublicensable license to use the Service and the associated licensed material (the “Licensed Material”) for your own internal business purposes only.
You shall not, directly or indirectly (i) duplicate, reproduce, or copy the Licensed Material, (ii) rent, resell, sell, lease, assign, sublicense, or otherwise transfer the Licensed Material, (iii) disclose, divulge, or otherwise make the Licensed Material available to any third party and especially by providing application services (iv) otherwise use the Licensed Material in another way than authorised by this agreement (v) attempt to create or discover, by de-compiling, disassembling, reverse engineering or otherwise, the source code of the Licensed Material, unless this is expressly permitted by applicable law.
QUANTI retains all rights and title (including all intellectual property rights) in and to the Licensed Material and the Service.
Prerequisite to use the Service
To use the Service, You must:
- use your own functional internet access;
- create a QUANTI user account by providing accurate contact information, credit card information and keeping such information up to date;
- use a valid Google account linked to the email address used to create the QUANTI user account;
- grant QUANTI, either directly or through a third party you appoint including a Beneficiary, an access to the data accessible on your Google account (the “Client Data”) in accordance with QUANTI 's technical recommendations.
Limitation of the Service
The Service is provided to You for a specific amount of included inserted rows (the “Inserted Rows”) which varies depending on the plan You have selected. QUANTI’s plans are available at [URL link toward offers]. Exceeding this amount of Inserted Rows must result in a change of plan or in the conclusion of a specific contract with QUANTI.
The Service includes a dashboard that allows You to track your consumption of Inserted Rows in real time.
The Service is provided to You on an as-is basis.
The Service does not include services such as assistance services, consulting services to implement adapted solutions, services of recovery of data, including Client Data, in cases of accidental destruction or any other on-demand services. QUANTI can provide additional services to the Service on demand.
Obligations of QUANTI
QUANTI undertakes to render the Service in accordance with these Terms of Use.
QUANTI warrants that the Service does infringe the intellectual property rights of third parties.
Your obligations
You undertake to:
- pay to QUANTI the fee for the provision of the Service;
- use the Service for your own internal business purposes only;
- comply with applicable laws, especially the applicable personal data protection regulations and refrain from using the Service for any unlawful activities;
- accept all the free evolutionary updates, that QUANTI could provide and that might be necessary in order to allow the functioning and the security of the Service;
- warrant QUANTI against any kind of legal action in case of failure to respect these Terms of Use and therefore to warrant QUANTI if QUANTI is called before a court of law;
- not to undermine the integrity or the performance of the Service or of the data which are contained therein;
- refrain from tampering with the Service in any manner notably in order to underestimate the amount of Inserted Rows that You consume.
Fees, invoicing and payment
The Service is provided to You in consideration of a fee consisting of (i) a fixed amount and (ii) a variable amount depending on the Inserted Rows that You will use.
This fee is payable every 30 (THIRTY) days following the acceptance of these Terms of Use (the “Effective Date”) and will be invoiced to You on a monthly basis.
You allow QUANTI to charge the credit card whose information has been provided to QUANTI, at the creation of a QUANTI user account, for all fees incurred under these Terms of Use. You agree to inform QUANTI within a reasonable period of time of any changes to your credit card information that could prevent the timely payment of the fee.
Without prejudice to the application of the stipulations set out in article 6 below, any late payment shall automatically, from the first overdue payment date, give rise to (i) the application of an indemnity amounting to 40 (FOURTY) euros for recovery of payment for each invoice and (ii) to a penalty at the rate of 3 (THREE) times the legal interest rate.
If the amounts due by You remain unpaid within 15 (FIFTEEN) days following an email sent by QUANTI to You, QUANTI will be entitled, at its sole discretion, to deactivate or suspend, the Service in whole or in part,, to terminate the agreement between You and QUANTI without need of a prior notice, notwithstanding the right for QUANTI to seek compensation for damages.
Terms and termination
This agreement is entered into for (THIRTY) 30 days as of the Effective Date and is renewed tacitly for successive periods of THIRTY (30) days.
In the event You fail to comply, within 5 (FIVE) following a prior notice sent to You by email, with any of the obligations set out in these Terms of Use, QUANTI shall be entitled, at its sole discretion, to terminate all or any part of the agreement entered into between You and QUANTI pursuant to these Terms of Use without prejudice to the right to seek compensation for damages.
Liability
IN NO EVENT SHALL QUANTI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR LOSS OF PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR CLAIMS OF A THIRD PARTY (INCLUDING BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, FINANCIAL RETURNS, INTERRUPTION IN THE USE OR AVAILABILITY OF DATA) ARISING OUT OF A MATERIAL BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE, EXCEPT FOR DIRECT DAMAGES ARISING DIRECTLY FROM BODILY INJURY, THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF QUANTI.
THE TOTAL LIABILITY WHICH QUANTI MAY INCUR IN ANY LEGAL ACTION OR PROCEDURE SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO QUANTI BY YOU UNDER THIS AGREEMENT DURING THE PERIOD OF THIRTY (30) DAYS IN WHICH OCCURED THE EVENT GIVING RISE TO LIABILITY.
Force majeure
Neither party shall be liable for breach of its contractual obligations to the extent that it results from a case of force majeure as recognized by French case law. You expressly agree that failure of a third-party internet service provider and of a services provider of QUANTI, constitutes a case of force majeure.
Data and personal data
You retain all right, title and interest in and to the Client Data. You are solely responsible for the integrity and the quality of the Client Data used in the context of the Service.
You grant to QUANTI a non-exclusive, worldwide, royalty-free, sublicensable license (i) to use and process the Client Data for the purpose of providing the Service (ii) to use, process and derive from Client Data aggregated data that does not identify You, in which case You allow QUANTI to use and disclose such aggregated data for its business purposes, which may include but is not limited to the provision of benchmarks and other Service improvement.
You declare that the Client Data made available to QUANTI do not constitute personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. In the event that the Customer Data however constitutes personal data, it is specified that (i) You undertake to have all the necessary authorizations to make it available to QUANTI and (ii) You act as data controller and QUANTI acts as data processor. In this case, the Parties shall enter into the data processing agreement available here [URL link toward DPA].
Transfer
Neither party shall transfer this agreement to any other party, unless the prior written consent of the other party is obtained.
In the event You undergo a change of control as defined under article L. 233-3 of the French commercial code, You shall priorly inform QUANTI in writing.
Miscellaneous
QUANTI is entitled to make a reasonable use, in communication with any other client, prospective client or third party, of Your name, trademark and logo notably on its website and in documentation it submits to other clients, prospective clients or third parties or, when You act on behalf of a third party, of the name, trademarks and logo of such third party.
Applicable law and jurisdiction
This agreement shall be governed by and construed in accordance with the laws of France regardless of any rules of conflict of laws.
The parties shall endeavor to resolve amicably any dispute that might arise regarding interpretation or execution of this agreement. In case of any persisting disagreement, any legal actions or proceedings arising out of the agreement shall be brought before the commercial court of Paris, France.
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