TERMS OF USE

Effective Date: August 1, 2018

This website (“Site”) is owned and operated by Q9 Advertising (“Q9”), located at 124 Sutter Street, 2nd Floor, San Francisco, CA 94104, USA. These Terms of Use (“Terms”) apply to all the products, services offered by the Site, collectively referred to as the “Service” in this policy. Unless otherwise noted, the Services are provided by Q9 inside of the United States. Your use of the Site signifies that your agreement to abide by and to be bound the Terms as set for below.  If you do not agree with these Terms, please do not use the Site.

1. FEES AND PAYMENTS

1.1 Fees for the Service. There is no charge to use the Service. Payment made for goods or services ordered using the Service are your responsibility and are made outside and independent of our relationship with you. Service covered by these Terms, and for which we assumes no liability whatsoever.

2. PRIVACY, CONDENTIALITY AND SECURITY

2.1 Privacy. In the course of using the Service, you may provide us with personal information. The Q9 Privacy Policy details how we treat your personal information. We agreed to abide by the Q9 Privacy Policy. In turn you agree that we may use and share or disclosure your information in accordance with our Privacy Policy.

2.2 Confidentiality. We will treat your information as confidential information and only use and disclose it in accordance with these Terms and the Q9 Privacy Policy. However, your information is not regarded as confidential information if such information: (a) is or becomes public (other than through breach of these Terms by Q9); (b) was lawfully known to Q9 before receiving it from you; (c) is received by Q9 from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Q9 without reference to your Information. Q9 may disclose your information when required by law or legal process, but only after Q9, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

2.3 Security. We will use reasonable security measures to protect your personal information. When transmitting personal information between you and our hosting provider, the information will be protected using commercially acceptable encryption such as Secure Sockets Layer. Please note that regardless of the security protections and precautions taken, there is always a risk that your information may be viewed and used by unauthorized third parties as a result of collecting and transmitting your data through the Internet

3. YOUR INFORMATION

3.1 You Retain Ownership of Your Information. You retain ownership of all of your intellectual property rights in your information. We do not claim ownership over any of your Information. These Terms do not grant us any licenses or rights to your information except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

3.2 Limited License to Your Information. You grant us a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your information, but only for the limited purposes of providing the Services to you and as otherwise permitted by Q9’s Privacy Policy. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your information and any residual backup copies of your Information made in the ordinary course of business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you.

4. INTELLECTUAL PROPERTY

4.1 Q9 Intellectual Property. Neither these Terms nor your use of the Services grants you ownership in the Services or the information you access through the Services other than your information.

5. THRID PARTY INFORMATION

5.1 Information provided by others. The Service displays information provided by others that is not owned by us including product and service information. Such information is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own information and you must ensure that you have all the rights and permissions needed to use that information in connection with the Service.

5.2 User Information Review. You acknowledge that, in order to ensure compliance with legal obligations, we may be required to review certain information submitted to the Service to determine whether it is illegal or whether it violates these Terms (such as when unlawful information is reported to us). We may also modify, prevent access to, delete, or refuse to display information that we believe violates the law or these Terms.

6. ACCOUNT MANAGEMENT

6.1 Keep Your Account Secure. If you have been issued or have created an account in connection with your use of the Service, you are responsible for safeguarding your use and access that account. You, and not Q9, are responsible for any activity occurring in your account (other than activity that Q9 is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity.

6.2 Keep Your Details Accurate. When you use the Service, we will send you notices to the email address registered with your account. While your account is active, you must keep your email address and, where applicable, your contact details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

6.4 Account Inactivity. We may terminate your account and delete any information contained in it if there is no account activity (such as a log in event or order placement) for over 12 months.

7. END USER REQUIREMENTS

7.1 Safety of Children and COPPA. The Service is not intended for and may not permissibly be used by individuals under the age of 13. We do not knowingly collect personal information from persons under 13. If it comes to our attention that we have collected personal data from such a person, we may delete this information without notice. We recommend that parents and guardians directly supervise any use of the Service by minors. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Service.

7.2 Embargoes. You may only use the Service if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted user the Service.

8. ACCEPTABLE USES

8.1 Legal Compliance. You must use the Service in compliance with, and only as permitted by, applicable law.

8.2 Your Responsibilities. You are responsible for your conduct, Information, and communications with others while using the Service. You must comply with the following requirements when using the Service:

(a) You may not use, or access the Service for the purpose of building a competitive product or service or for any other competitive purposes.

(b) You may not misuse the Service by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

(c) You may not circumvent or attempt to circumvent any limitations that we impose on your account, such as by opening up a new account to the use the Service when a prior account was closed for a Terms violation.

(d) Unless authorized by Q9 in writing, you may not probe, scan, or test the vulnerability of any Q9 system or network.

(e) Unless authorized by Q9 in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make the Service available.

(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Service, or attempt to do so.

(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Service.

(h) You may not engage in abusive or excessive usage of the Service, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Service for other users. We will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Q9.

(i) You may not use the Service to infringe the intellectual property rights of others, or to commit an unlawful activity.

(j) Unless authorized by Q9 in writing, you may not resell or lease the Service.

9. TERMINATION OF ACCOUNT

9.1 Termination. We may terminate your account for any reason without notice for any material breach these Terms or if you otherwise fail to comply with these Terms, or if you use the Service in a way that causes legal liability to us or disrupts others’ use of the Service. We may also terminate your account if we are investigating suspected misconduct by you.

9.2 Further Measures. If we stop providing the Service to you because you repeatedly or egregiously breach these Terms, we may take measures to prevent the further use of the Service by you, including blocking your IP address.

10. CHANGE AND UPDATE TO TERMS

10.1 Changes to Terms. We may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Service, and to account for new services or functionality. If and when we do so, we will notify you by publishing the changes on this website. The most current version will always be posted on the Site. If an amendment is material, as determined in our sole discretion, we will notify you by email.

10.2 Changes to the Service. We constantly make changes and improve the Service and may add, alter, or remove functionality from the Service at any time without prior notice.

11. DISCLAIMERS AND LIMITATION OF LIABILITY

11.1 Disclaimers. While it is in Q9’s interest to provide you with a great experience when using the Service, there are certain things we do not promise about them. We try to keep the Service available, but it may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND Q9 DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICE.

11.2 Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Q9, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Q9 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF Q9, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Q9 FOR USE OF THE SERVICE AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.

11.4 Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

11.5 Businesses. If you are a business, you will indemnify and hold harmless Q9 and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Service or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

12. CONTRACTING ENTITY

12.1 Who you are contracting with. The Service is provided by, and you are contracting with, Q9 Advertising. Any reference to “Q9”, “we”, “us”, and “our” are references to Q9 Advertising, located at 124 Sutter Street, 2nd Floor, San Francisco, CA 94104, USA.

12.2 Governing Law. Those terms are governed by the laws of the State of California (without regard to its conflict of laws provisions).

12.3. Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts and the federal courts located in the Northern District of California with respect to the subject matter of those terms.

13. OTHER TERMS

13.1 Entire Agreement. These Terms constitute the entire agreement between you and Q9, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Service, do not override or form a part of these Terms, and are void.

13.3 Independent Contractors. The relationship between you and Q9 is that of independent contractors, and not legal partners, employees, or agents of each other.

13.4 Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

13.5 No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

13.6 Precedence. To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Service to which the Additional Terms apply.

13.7 Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

13.8 Third Party Beneficiaries. There are no third party beneficiaries to these Terms.

13.9 Survival. The following sections will survive the termination of these Terms: 1, 2, 3.2, 9, 11, 12, and 13.