End user license agreement for web application from Quanthome SA

IMPORTANT: THIS END USER LICENSE AGREEMENT (EULA) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND QUANTHOME. READ IT CAREFULLY BEFORE USING THE WEB APPLICATION (APP). IT PROVIDES A LICENSE TO USE THE APP AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY SELECTING THE “I ACCEPT” BUTTON AND USING THE APP, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE APP AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. 

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE THE APP.

1. Definitions 

1. “APP” means the web application supplied by QUANTHOME herewith, and, if applicable, the corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you; 

2. "EULA” means this end user license agreement; 

3. “QUANTHOME” means Quanthome SA, IDE: CHE-321.617.538, with registered seat in Lausanne, Switzerland. 

2. License to use the APP 

QUANTHOME hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the APP for a one-off period of 365 days following the purchase of an annual license pursuant to the transaction document set forth in annex (“TD”). 

3. License Restrictions 

1. You may not reproduce in any way or distribute copies of the APP, make available the APP in any way to third parties, upload the APP on any website or electronically transfer the APP from one computer to another or over a network, except as expressly authorized under the terms of this EULA.

2. You may not alter, merge, modify, adapt or translate the APP, or decompile, reverse engineer, disassemble, or otherwise reduce the APP to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the APP or breach any patent held or patent application deposited by QUANTHOME in any way.

3. You may not sell, rent, lease, loan or sublicense the APP.

4. You may not distribute, rent, lease or sell the results of the use of the APP (in particular the data).

5. You may not share your account with any other person or entity, thereby exceeding your account user allowance.

6. You may not modify the APP or create derivative works based upon the APP.

4. Ownership 

The foregoing license gives you limited license to use the APP and no other license or right is hereby granted either expressly or by implication. QUANTHOME and its suppliers and partners retain all rights, titles and interests, including all copyrights and intellectual property rights, in and to, the APP and all copies thereof.

All rights not specifically granted in this EULA, including but not limited to national and international copyrights, are reserved by QUANTHOME, its suppliers and its partners.

5. Updates, Security and Revocation 

Pursuant to the terms of the present EULA, you agree to abide by the rules and policies established from time to time by QUANTHOME relating to the APP’s updates and security components. QUANTHOME commits to apply such rules and policies in a non-discriminatory manner to users of the APP, such rules including for example but without limitation required or automated updates, modifications and/or installations of the APP to address security, interoperability and/or performance issues.

These updates, modifications and the like may occur on a periodic or as needed basis, without prior notice to you.

6. Charges and payment for TD 

You agree to pay all applicable charges specified in a TD and charges for use in excess of these authorizations. Amounts are due upon receipt of the invoice and payable within 30 days of the invoice date to an account specified by QUANTHOME and late payment fees may apply. QUANTHOME does not give credits or refunds for any prepaid, one-time charges, or other charges already due, paid or committed. QUANTHOME may change charges upon renewal on a TD subject to forty-five (45) days’ prior written notice to you.

QUANTHOME will invoice the charges due on a yearly basis at the beginning of each contract term, except for over usage which will be invoiced in arrears if need be.

7. Term 

The license is valid for the term referred to in the relevant TD. Absent such terms set out in a TD, the license is valid for one year as of the date of signature of the TD by both parties and shall automatically renew for successive one-year periods unless otherwise terminated by either party with three month’s prior written notice.

Each party has the right, without prejudice to its other rights or remedies, to terminate the license immediately by written notice to the other party, if the other party:

1. is unable to pay its debts or becomes insolvent;

2. is the subject of an order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction);

3. has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets;

4. enters into or proposes any composition or arrangement with its creditors generally; or

5. is the subject of any events or circumstances analogous to any of the foregoing in any applicable jurisdiction.

Each party may terminate the license by written notice to the other party in the event that the other party has breached a material term of this EULA and the breach was not cured within thirty (30) days of its receipt of written notice by the concerned party. Such termination will not trigger any entitlement from you to get refunded.

QUANTHOME may further terminate the license subject to thirty (30) days prior written notice as a result of your use of the APP to breach any applicable law related to the use of the APP, notably the ones of Switzerland, or if QUANTHOME reasonably considers its brands or reputation to be damaged as a result of your action or omission. Such termination will not trigger any entitlement from you to get refunded.

Termination of this EULA will not affect any accrued claims, rights or liabilities of the parties, nor will it affect the continuation in force of the following clauses: 6, 11 and 13.

8. WARRANTY DISCLAIMER 

1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE APP IS AT YOUR OWN AND SOLE RISK. THE APP HAS BEEN PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY QUANTHOME, ITS DIRECTORS, EMPLOYEES, AGENTS AND/OR PARTNERS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, QUANTHOME AND ITS SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

2. THE CONTENT PROVIDED THROUGH THE APP IS NOT TO BE CONSTRUED AS INVESTMENT ADVICE, RECOMMENDATION, OR AN OFFER TO BUY OR SELL ANY FINANCIAL INSTRUMENTS OR TO PARTICIPATE IN ANY PARTICULAR TRADING STRATEGY. ANY RELIANCE ON THE CONTENT IS AT YOUR SOLE RISK.

3. THE CONTENT OF THE APP DOES NOT PURPORT TO BE COMPREHENSIVE OR TO SUBSTITUTE FOR PROFESSIONAL INVESTMENT, TAX, LEGAL, OR OTHER ADVICE. YOU SHOULD CONSULT WITH YOUR FINANCIAL, TAX, OR LEGAL ADVISORS FOR INFORMATION CONCERNING YOUR INDIVIDUAL SITUATION.

4. THE CONTENT OF THE APP MAY INCLUDE INFORMATION OBTAINED FROM THIRD-PARTY SOURCES, AND QUANTHOME ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

5. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. QUANTHOME DOES NOT WARRANT THAT THE APP IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES WILL BE CONFERRED ON YOU. THE APP IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. QUANTHOME SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

6. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUANTHOME, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

7. QUANTHOME SHALL HAVE NO RESPONSIBILITY IF THE APP HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF THE USE OF THE APP WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.

9. LIMITATION OF LIABILITY 

1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER QUANTHOME NOR ITS SUPPLIERS AND PARTNERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE APP AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF QUANTHOME OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

2. QUANTHOME HAS NO FINANCIAL LIABILITY to the largest extent permissible under applicable law.

3. UNDER NO CIRCUMSTANCES SHALL QUANTHOME OR ITS PARTNERS BE LIABLE FOR ANY UNAUTHORIZED USE OF THE APP TO DEVELOP, DISTRIBUTE OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELOUS OR OBSCENE, THAT PORTRAYS ANY PERSON IN A FALSE LIGHT OR CONSTITUTES AN INVASION OF ANY RIGHT TO PRIVACY, THAT INFRINGES ANY THIRD PARTY’S RIGHTS OR THAT IS CONTRARY TO ANY FOREIGN, FEDERAL OR LOCAL STATUTE OR REGULATION.

4. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL PROVISIONS OF THIS EULA.

10. Consumer End Users Only 

The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer.

The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer.

11. Data Protection 

You agree that the only personal data to be processed by QUANTHOME as a result of your access and use of the APP will consist of:

1. full name

2. work email

3. crypted password

4. ID and name of entity for which the user is administrator, member or operator

5. IP and user agent for each session

6. login and logout activity (QUANTHOME reserves the right to log and monitor users’ general activity on our platform, including but not limited to the routes navigated, actions performed, and pages visited, for the purpose of enhancing user experience, ensuring security, and improving our services)

7. APP and device errors, failures and crashes

You agree that the only personal data to be processed by QUANTHOME as a result of your access and use of the APP will consist of:

for each user, at any time (the “<strong>Data</strong>”). 

Additional information may be collected and processed in the context of specific TDs and with the express consent of the Client.

12. Miscellaneous

1. This EULA or related TD may not be assigned by you without the prior written consent of QUANTHOME.

2. The provisions of this EULA are severable, such that the invalidity of any term of this EULA declared by a court of competent jurisdiction shall not affect the validity of any of the other terms. Any such invalid term shall be subject to partial enforcement in line with the original common intent of the parties to the maximum extent permitted under applicable law.

3. This EULA constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. As used herein, the term, “including” means “including but not limited to”.

4. The failure by a party to insist upon strict performance of any provision hereof shall not constitute a waiver of such provision, or a waiver for any subsequent breach of said provision. All waivers must be in writing to be enforceable hereunder.

5. In the event of force majeure or other exceptional events (“<strong>Force Majeure</strong>”) for which QUANTHOME is not responsible which make it impossible or substantially more difficult to have the APP operate, QUANTHOME may restrict or suspend the APP during the duration of such obstacle or terminate the EULA. Force Majeure includes, but is not limited to, war, unrest, rebellion, acts of sabotage and similar events, strikes or other industrial conflicts, newly enacted laws and regulations, delay caused by actions or omissions on the part of a government/authorities, fire, explosion or other unavoidable events, epidemic, pandemic, flood, storm, earthquake or other exceptional natural events. Under no circumstances shall QUANTHOME be held liable for claims related to non-performance, improper performance or belated performance of contractual obligations as a result of such Force Majeure events. 

6. All notices under the EULA must be in writing and sent to the business address specified for the EULA, unless a party designates in writing a different address. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing. Any reproduction of the EULA made by reliable means is considered an original.

7. Nothing contained in this EULA shall be construed to create a partnership, agency, joint venture, or employer/employee relationship between the parties. Neither party has the authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party or to bind such other party in any way.

13. Governing Law and Jurisdiction 

1. This EULA shall be governed by the substantive laws of Switzerland, without giving effect to principles of conflict of laws, in particular excluding the United Nations Convention on the International Sale of Goods. The same shall apply to any TD entered into under this EULA.

2. Any dispute resulting of or related to this EULA shall be subject to the exclusive jurisdiction of the ordinary courts of Lausanne, Switzerland, to which the parties hereby irrevocably agree to be submitted. The same shall apply to any TD entered into under this EULA.