PLEASE READ CAREFULLY: These Terms of Service govern your rights and obligations for use of and access to the internet based service through which ChanX.com, Inc. (“Quipt”) makes its products and services available to you (such service, the “Service”). References to “you” and “your” refer to the client company or organization purchasing the Service and the individual users accessing the Services on such client’s behalf. You must agree to these terms in order to access and use the Service and your use of the Service constitutes your acceptance to these terms.
Quipt reserves the right, at its sole discretion, to modify, add to or remove portions of these terms at any time. All such updates will be posted at www.getquipt.com and your continued use of the Service thereafter constitutes your acceptance of the updated terms.
You understand that you do not have the right to, nor will you, access or use the Service unless you are authorized to do so by your employer and your employer or one of its partners is subject to a valid written agreement with Quipt regarding such access and use (the “Quipt Agreement”). Quipt has the right to suspend and/or terminate your access at any time in the event that it believes, in its discretion, that you or your employer has violated these terms or the Quipt Agreement or the Quipt Agreement is suspended or terminated. Unauthorized use of the Service will subject you to liability under copyright, trademark, trade dress, unfair competition, and other laws of the United States and other countries.
Except where otherwise indicated, the Service and all features displayed by the Service, including but not limited to software, interfaces, software, the Mercent Retail user interface, Quipt integration specifications, Quipt feed formats, tracking tags, and any reporting formats, belong to Quipt and its licensors.
You agree not to do any of the following:
(i) use any automatic device, program, or methodology, or any similar or equivalent manual process, to modify or circumvent any part of the Service,
(ii) interfere with or modify the form and manner of the Services, or the tools incorporated by Quipt into or with the Services, including but not limited to all software, tags and other markers incorporated with or into the Services,
(iii) take any action that imposes an unreasonable or disproportionately large load on the Service, or interferes with the proper functioning of the Service,
(iv) reverse engineer, decompile, disassemble, or otherwise reduce or seek to reduce the Service or any portion of the Service to a human readable (source code) form, except and only to the extent that such activity is expressly permitted by applicable law,
(v) rent, lease or transfer the Service or any portion of the Service to any third party, nor use it to operate a rental, leasing or service bureau business or any similar hosting or subscription arrangement,
(vi) disrupt the integrity or performance of the Service or third-party data contained therein,
(vii) make the Service available to anyone other than authorized users, or
(viii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
You understand that you and/or your employer are solely responsible for the development, operation, and maintenance of your websites and for all content that you or your agents display thereon. Quipt disclaims all liability for such content. Without limitation of the foregoing, those websites may not (i) contain or link to content that Quipt, in its reasonable discretion, determines is unacceptable, including content that may be defamatory, obscene, abusive, violent or illegal, or (ii) engage in or promote fraudulent or illegal activities or conduct that otherwise is deemed by Quipt to be unacceptable or inappropriate.
Your employer has the exclusive right to designate the number of authorized users under its Quipt account, and Quipt will provide and assign unique usernames and passwords (“User IDs”) to each authorized user. You are entirely and solely responsible for maintaining the confidentiality of your User ID. Furthermore, you are entirely and solely responsible for any and all activities that occur under your User ID. You agree to notify Quipt immediately of any unauthorized use of your account or any other breach of security. Quipt will not be liable for any loss that you may incur as a result of someone else using your User ID, either with or without your knowledge. However, you could be held liable for losses incurred by Quipt or another party due to someone else using your account or password. You may not use anyone else’s User ID at any time.
Until notified otherwise by Quipt, you will use “browser” and other third-party software that supports the Secure Socket Layer (SSL) protocol or other data security protocols accepted by Quipt, and follow logon procedures while utilizing the Services that support such protocols. You acknowledge that Quipt is not responsible for notifying you of any upgrades, fixes or enhancements to any such software and may do so automatically without notice.
You acknowledge that (i) the processing and transmission of signs, signals, text, images, sounds, data or other content of any nature whatsoever transmitted in whole or part electronically (collectively, “Electronic Communications”) is necessary to use the Services; (ii) your Electronic Communications will involve transmission over third party computer networks and/or telecommunications facilities, including the Internet; (iii) changes to the Electronic Communications may occur in order to conform and adapt Client Data to the technical requirements of connecting networks or devices; and (iv) Electronic Communications may be accessed by unauthorized parties when communicated across third party computer networks or telecommunications facilities, including the Internet. You consent to Quipt’s interception and storage of Electronic Communications (including “Client Data” as defined in the Quipt Agreement) during and in connection with your use of the Service. Quipt is not responsible for any Electronic Communications that may be lost, altered, intercepted or stored without authorization. Without limitation of the foregoing, Quipt is not obligated to monitor the content of any Client Electronic Communications and assumes no responsibility, obligation or liability for any compromise of Electronic Communications transmitted across third party computer networks or telecommunications facilities, including the Internet.
You agree to comply with all applicable local, state, federal, and foreign laws, and regulations, and refrain from violating any third party rights in connection with your use of the Services, including but not limited to those related to privacy, intellectual property rights and email spam. You will not knowingly send any Electronic Communications while using the Services for any purpose that is unlawful or that contains any virus, worm, Trojan horse or harmful code or attachment. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. You will not alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database, or network while using the Services.
The Service may provide, or third parties may provide in connection with the Service, links to third party websites or resources. Quipt is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials or services on or available from such sites or resources.
Notwithstanding anything in any agreement, order form or understanding between you and Quipt, you acknowledge and agree that there is no assurance, and Quipt does not warrant or represent, that any particular Service will remain available as part of Quipt’s offerings or that any particular third-party service or technology, including any shopping, marketplace or other channel (each, a “Third-Party Service”) will be available through the Service. Accordingly, Quipt reserves the right to discontinue or decline to provide one or more aspects of the Service, including with respect to any Third-Party Service at any time, in the event Quipt determines, at its sole discretion, that such Service is incompatible with or is no longer commercially feasible for Quipt’s then-current Service offerings or business. If this occurs, and upon your request, Quipt will provide you with pro-rata refund of amounts you prepaid that are attributable to the Service that Quipt discontinued (or did not provide) and you understand that the right to such refund is your sole and exclusive remedy, and Quipt’s sole liability, for the discontinuation or failure to provide such Service, including with respect to any such unavailable Third-Party Service.
You shall not, directly or indirectly, alter, modify, delete, replace, overwrite or otherwise interfere with or manipulate any Quipt cookies attached to any Electronic Communications by the Service or otherwise sent through access to and use of the Service.
The Service is provided to each user “As Is”. Your use is at your own risk. Quipt makes no representations or warranties to you regarding any information or material presented, displayed or delivered, directly or indirectly, via the Service. Without limitation of the foregoing, and without limitation of any warranties Quipt may make to your employer under the Quipt Agreement, Quipt disclaims any liability or responsibility for any errors or omissions in the Service. Quipt DOES NOT WARRANT TO YOU THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT IT IS FREE OF COMPUTER VIRUSES AND/OR OTHER HARMFUL MATERIALS. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, Quipt WILL NOT BE RESPONSIBLE FOR ANY CORRESPONDING COSTS. Quipt, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES TO YOU, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS PART OF THE BARGAIN BETWEEN Quipt AND YOU.
Quipt has no obligation to monitor use of the Service or retain the content of any user session. However, Quipt reserves the right at all times and without notice to delete any content and to monitor, review, retain and/or disclose any information in Quipt’s possession, however obtained, about or related to you, your use of the Service or otherwise as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Quipt will not be responsible for any failure or delay in removing information on or in the Service.
The Service uses Internet protocols that send your User ID to verify your identity, and other data you enter during your use of the Service. These protocols are to ensure that you are a properly licensed user of the Service. The Service also contains an update feature that can obtain appropriate updates and related information and install them on your computer. When this occurs these features send to Quipt the type of operating system, version of the Software you are using and type of browser you are using. This feature is to ensure that you are receiving updated information as appropriate to maximize your experience with the Service. We may sometimes use this information, in an aggregated non-personal form, to assist us in updating and modifying, or to provide reports or information about, our products and services.
All of the trademarks, logos, and service marks and other credits appearing on the Service (the “Trademarks”) are the registered and unregistered trademarks of Quipt and third parties, and are protected under the laws of the United States and other countries. Without the prior written permission of the trademark owner, you may not use or display the Trademarks in any manner. Use in connection with the Service of the Trademark(s) of any other party is not intended to imply Quipt’s affiliation with or endorsement of that party, or that party’s sponsorship or endorsement of Quipt, its products or services.
If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Quipt’s Agent with the following information:
Quipt’s Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
ChanX.com, Inc. Attn: Legal Department
950 Glenn Drive, Suite 285
Folsom, CA 95630