Terms of Service
Please review the Quantum Whisper Terms of Service (“the Terms) carefully. You must agree to them to use Quantum Whisper. They govern your access to and use of Quantum Whisper’s cloud-based automation technology services available at quantumwhisper.com after logging into your Quantum Whisper Account (as defined below), Quantum Whisper’s APIs and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Service"). If you are using Quantum Whisper on behalf of your business, make sure you are allowed to agree to our terms of service. Our terms of service are effectively a contract between you and Quantum Whisper so make sure you read them. Note, we may change our terms of service from time to time. If we do, we will notify you via email no less than 14 days before the effective date and document changes. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.
1. Quantum Whisper Account Registration
a. Account Registration and Use License. In order to access and use the Service, you must register for a Quantum Whisper Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a Quantum Whisper Account and subject to these Terms, Quantum Whisper hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to use the Service during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the service documentation.
b. Eligibility. In order to open and maintain a Quantum Whisper Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.
c. Credentials. To set up and use your Quantum Whisper Account, you may either (i) create a user ID and password to access your account; or (ii) use Third Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Quantum Whisper Account credentials. You agree to immediately notify Quantum Whisper of any suspected or actual unauthorized use of your Quantum Whisper Account. You agree that you are responsible and liable for all uses of the Service under your Quantum Whisper Account, including without limitation, compliance with all applicable laws, and regulations, and third-party terms. You further agree that Quantum Whisper will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Quantum Whisper Account or your Third Party Login credentials.
2. Fees; Term and Termination
a. Fees. Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of fourteen (10) days (“Free Trial Period”). Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service which do not require the payment of a Fee, unless you subsequently upgrade or agree to a paid version of the Service. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties.
b. Subscription Term and Auto-Renewal. Your Subscription Term begins once you register and purchase a paid subscription. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION OF YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service continuing to be offered and will be subject to the then-current Fees applicable to the renewed Service.
c. Cancellation and Termination by You. You can cancel any paid plan under your Quantum Whisper Account and downgrade at any time by selecting the applicable plan in the settings link in your Quantum Whisper Account. You can also terminate your Quantum Whisper Account at any time by clicking on the settings link in the global navigation bar at the top of the screen. The settings screen provides a simple no-questions-asked cancellation link. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your Quantum Whisper Account, and that Quantum Whisper does not accept any liability for such loss. Quantum Whisper will continue to bill you Fees and you will continue to be responsible for such Fees until Quantum Whisper has confirmed your cancellation or termination. The following do not constitute cancellation of a paid plan under or termination of your Quantum Whisper Account: (i) revoking or suspending any form of payment put on record with Quantum Whisper to pay your Quantum Whisper Account Fees; or (ii) any cancellation or termination confirmation from a party other than Quantum Whisper. Refunds, if applicable, are processed according to our refund policy.
d. Refunds, Upgrading and Downgrading: Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
e. Termination and Suspension by Quantum Whisper. We reserve the right to terminate or suspend your Quantum Whisper Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your Quantum Whisper Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Quantum Whisper Account for cause, including (without limitation) for a violation of these Terms or Prohibited Conduct.
f. Prohibited Conduct: Quantum Whisper specifically prohibits any use of the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Quantum Whisper products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site, the Service or Quantum Whisper’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or Quantum Whisper’s system or network security may result in civil or criminal liability.
g. Effect of Termination. Once you terminate your Quantum Whisper Account, your Quantum Whisper Account will be deleted. If you do not log in to your Quantum Whisper Account or have any active integration paths for twelve (14) or more months, we reserve the right to designate your Quantum Whisper Account as "inactive" and delete the Quantum Whisper Account and/or all the data associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. Your Use of the Service and Restrictions
a. Account and Use of Service. You may use your Quantum Whisper Account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms.
b. Prohibited Use. You shall not use or access the Service in violation of the terms and acceptable use. In addition, you agree not to, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, or algorithms of the Service; (ii) modify, translate, or create derivative works based on the Service, or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iii) use or access the Service to build or support, and/or assist any third party in building or supporting, products, or services competitive to Quantum Whisper; (iv) remove any proprietary notices or labels from the Service; or (v) otherwise use the Service outside of the scope of the rights expressly granted herein. You agree to use the Service a only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sublicense, white label or assign the Service or use the Service for the operation of a service bureau or time-sharing service.
c. Export Controls. You hereby represent, warrant, and covenant that (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.
d. Location of the Service. Quantum Whisper operates or controls the operation of the Service from a cloud service located in the United States. In addition, the Service and User Content may be accessed, mirrored, and/or managed from various locations outside the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
4. Linked Websites
5. Our Security and Data Privacy Practices
b. Data Processing Addendum. To the extent that Quantum processes any Personal Information (as defined in the DPA) contained in subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing.
c. Security. We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service from unauthorized access, destruction, use, modification, or disclosure.
6. Terms that Apply to Your Data
a. Your Data. You retain ownership of your User Content, including User Content from your accounts with Third Party Services that passes through the Service. By transmitting User Content through the Service, you hereby grant Quantum Whisper to your Quantum Whisper Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Service and to provide technical support for the Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law. If your Quantum Whisper Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your User Content, and other data contained in your Quantum Whisper Account, as described in the Documentation.
b. Your Compliance Obligations. You shall be solely responsible for the accuracy, quality, content, and legality of User Content, and any actions triggered by User Content. You represent and warrant that (i) you have obtained all necessary rights, releases, and permissions to transmit User Content through the Service and for any actions triggered by User Content on the Service, and to otherwise use, process, and/or store User Content on the Service used or stored; and (ii) User Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your Quantum Whisper Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third Party Service.
c. No High-Risk Activities or Prohibited Sensitive Personal Data. You may not access or use the Service for any High-Risk Activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. You may not access or use the Service to upload or transmit any Sensitive Personal Data subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal information (e.g., government issued identification numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.
7. Proprietary Rights and Improving the Service
a. Quantum Whisper Service. The Service is made available on a limited access basis, and no ownership rights to the Service are being conveyed to you. Quantum Whisper has and retains all rights, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.
b. Feedback. Quantum Whisper welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.
c. Improving the Service. Notwithstanding anything to the contrary set forth herein or otherwise, Quantum Whisper has the right (but not the obligation) to collect, analyze, and use Usage Information to operate, enhance, and improve the Service, for model training, to develop new products or services, and otherwise in connection with its business.
d. Trademarks. QUANTUM WHISPER, the QUANTUM WHISPER logo, and all QUANTUM WHISPER product names are trademarks and/or services marks of Quantum Whisper and third party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any Quantum Whisper or third party trademark without the applicable prior written consent of Quantum Whisper or the owner of the third party trademark. You hereby grant Quantum Whisper the right to identify you as a customer of Quantum Whisper and to use your logos and/or trademarks for that purpose.
8. Third Party Services
a. Integrations with Third Party Services. The Service may contain links to and integrations with Third Party Services. Quantum Whisper provides such links to and integrations solely as a convenience, has no responsibility for the content or availability of such Third Party Services, and does not endorse such Third Party Services (or any products or other services associated therewith). Access to any Third Party Services linked to the Service is at your own risk, and Quantum Whisper is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third Party Services. Your use of any Third Party Services is subject to the terms applicable to such Third Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third Party Service.
b. Linking to Third Party Services. You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third Party Service integration through your Quantum Whisper Account may be shared with that Third Party Service. We may also share your User Content with a specific Third Party Service which you linked to your Quantum Whisper Account in order to prevent or resolve service, security, support, or technical issues related to that Third Party Service.
9. Service Warranty; Indemnification
a. Service Warranty. If you are a paying subscriber to the Service, Quantum Whisper warrants to you that we will provide the Service during the Subscription Term and its authorized Users 24 hours a day, 7 days a week, 365 days a year, subject to the following exceptions: (a) scheduled maintenance windows, during which the Service may be unavailable, and (b) downtime caused by circumstances beyond the control of the Company, including, but not limited to, acts of God, natural disasters, power outages, internet service provider failures, and hacker attacks. The Company shall use commercially reasonable efforts to ensure that the Service is available at least 99.0% of the time in any given calendar month, excluding any periods of scheduled maintenance. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we cannot reperform such deficient Service as warranted, you may terminate your Quantum Whisper Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (15) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
b. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND QUANTUM WHISPER MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, QUANTUM WHISPER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. QUANTUM WHISPER AND WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SERVICE. QUANTUM WHISPER MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
c. Your Indemnification Obligations. You hereby irrevocably agree to indemnify, defend, and hold Quantum Whisper, its affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim arising from or related to (i) your breach or alleged breach of these Terms and/or (ii) your User Content.
d. Quantum Whisper Indemnification Obligations. If you are a paying subscriber to the Service, Quantum Whisper will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes any trade secret, United States patent, copyright, or trademark right of a third party, and Quantum Whisper shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to Quantum Whisper; (ii) give Quantum Whisper sole control of the defense and settlement of the claim; and (iii) provide to Quantum Whisper all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Service outside the scope of these Terms; (b) User Content; or (c) a combination of the Service with any content or other technology not provided by Quantum Whisper.
e. Sole Rights and Obligations. Without affecting either party's termination rights, this Section 9 states the parties' sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.
10. LIMITATION OF LIABILITY
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY NOR THEIR LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO QUANTUM WHISPER DURING YOUR CURRENT PLAN TERM.
b. The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
11. Confidential Information
a. Confidential Information. Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Service. “Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
b. Protection and Use of Confidential Information. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
c. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
a. Quantum Whisper Notice to You. Quantum Whisper may provide you with notices through the Service portal, or by electronic mail to your e-mail address on record in your Quantum Whisper Account. You are responsible for ensuring that your contact information is both current and accurate in your Quantum whisper Account.
b. Your Notice to Quantum Whisper. If you have a dispute with Quantum Whisper, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Quantum Whisper at:
1420 NW Gilman Blvd. #2280
Issaquah (Seattle), WA 98027 USA
a. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
b. Assignment. Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
c. Severability; Waiver. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
d. No Third Party Beneficiaries. These Terms are intended to be and are solely for the benefit of Quantum Whisper and you, and do not create any right in favor of any third party.
e. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
f. Entire Agreement. These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Quantum Whisper relating to the subject matter hereof.
Please review our terms, you must agree to them in order to use Quantum Whisper. If you are using Quantum Whisper on behalf of your business, make sure you are allowed to agree to our terms of service. Our terms of service are effectively a contract between you and Quantum Whisper so make sure you read them. Note, we may change our terms of service from time to time. If we do, we will post a note on our website or email you.