Terms of Service
This Agreement is between Customer (“you” or “Customer” or “Subscriber”) and QVNTRA (“we” or “QVNTRA” or “Company”). In this Agreement, “Equipment” means the products that Company has purchased on your behalf as set forth in the Order Form from third party manufacturers for use in providing the Services; “Services” mean the services you have selected to receive from QVNTRA as listed in the Order Form above, including the Application, defined as the software or subscription services that may be downloaded to your smartphone, tablet or other connected device (or any related or connected third-party mobile devices or product peripherals that control or connect to any of the foregoing) to access Services remotely and the customer support Services provided by QVNTRA in support of any of the foregoing and the Implementation Services as set forth in Exhibit A hereto; “Premises” means the premises at which the Equipment is located and where the Services shall be provided. The term “you,” as used in this Agreement, means any person or entity who accesses or uses the Services and any person or entity who creates an account and accepts this Agreement and accesses or uses the Services, including any person granted access to the Services by you.
SAAS Services and Support
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms set forth in Exhibit B. Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.
Services, Eligibility, and Your Account
(a) QVNTRA will provide you the Services subject to the terms of this Agreement.
(b) Only individuals age 18 and older are permitted to subscribe for the Services and register for an Account.
(c) To use the Services, you must register for an account (“Account”) and provide certain information about yourself
(d) If you contact QVNTRA’s customer service, you hereby consent to the means by which such contact was initiated. You similarly consent to QVNTRA contacting you through any of the means that QVNTRA makes available utilizing the contact information identified in your Account. This may include one-way or two-way video-enabled customer service communication methods, whether made available via your mobile device, through the Application or any other mobile or web interface now existing or later developed. Except as otherwise expressly agreed by you under a separate services agreement, QVNTRA will not charge you any additional fees to deliver, or for you to receive, such customer support Services; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. Check with your wireless carrier if you have questions about your wireless plan.
Term and Termination
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice , if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, store or delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Payment for Services
You will be invoiced upon execution of and according to the terms of the Order Form above. All fees due to us will be payable, in full in accordance with the Order Form, thirty (30) days from the date of the invoice, and will be deemed overdue if they remain unpaid thereafter. All fees are net of any taxes, which will be your responsibility, except for taxes on our income. Any dispute to an invoice must be raised within thirty (30) days from the date of invoice or the invoice will be deemed correct. If any undisputed invoice governed by this Agreement remains unpaid for 30 or more days after it is due, we may, without limiting our other rights and remedies, accelerate all unpaid fee obligations under such orders so that all amounts payable by you become immediately due and payable. In addition, any amounts which remain unpaid after the due date will be subject to a late charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is lower, from the due date until such amount is paid. Except as otherwise noted, all orders as reflected in the Order Form are firm and not subject to cancellation, return, refund or offset by you.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limited Warranty and Disclaimer
QVNTRA shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by QVNTRA or by third-party providers, or because of other causes beyond QVNTRA’s reasonable control, but QVNTRA shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
EQUIPMENT THAT YOU PURCHASE FOR USE WITH THE SERVICES IS PROVIDED ‘AS IS’ BY COMPANY WITHOUT ANY WARRANTY. EQUIPMENT IS SUBJECT TO THE MANUFACTURER’S WARRANTY, IF ANY. Company shall pass through to you, to the extent available, any manufacturer’s written warranties associated with the equipment that is purchased on your behalf.
For customer service, please contact QVNTRA Customer Support at 888-822-9245 or visit www.qvntra.io/support and click on “Contact Us”.
This Limited Warranty does not apply in the following cases: failure to follow installation or operating instructions, misuse (which includes, without limitation, using products outdoors unless outdoor use is expressly permitted, and in such cases only as directed or use in improper temperature, humidity or other environmental conditions), alteration, abuse, accident or tampering, or damage or non-performance resulting from use of any item or repair services not provided by QVNTRA. This Limited Warranty also does not apply if damage was caused by Acts of God, natural disasters, labor disputes, war, terrorism, civil strife, or other causes beyond QVNTRA’s control..
EXCEPT AS SET FORTH IN THIS SECTION 6, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND QVNTRA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. THIS LIMITED WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. QVNTRA DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW. INSOFAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, QVNTRA LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THE TERM OR THE SHORTEST PERIOD ALLOWED BY LAW. IN NO CASE SHALL QVNTRA OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, AGENTS OR REPRESENTATIVES (EACH, A “QVNTRA PARTY” AND COLLECTIVELY, THE “QVNTRA PARTIES”) BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS LIMITED WARRANTY OR ANY OTHER WARRANTIES WHATSOEVER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
QVNTRA does not represent that the Services may not be compromised or circumvented; that the Services will prevent any personal injury or property loss; or that the Services will provide adequate monitoring. You understand that the Services may be interrupted, circumvented, unavailable (for a limited or extended time period) or otherwise compromised.
CONSEQUENTLY, NO QVNTRA PARTY, AS DEFINED ABOVE, SHALL HAVE ANY LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE (COLLECTIVELY, “LOSSES”), INCLUDING ANY PROPERTY DAMAGE, PERSONAL INJURY (INCLUDING DEATH), ECONOMIC LOSSES OR ANY OTHER FORM OF LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY A CLAIM THE SERVICES (INCLUDING ANY EQUIPMENT MANUFACTURED BY THIRD PARTIES) FAILED. HOWEVER, IF ANY QVNTRA PARTY, AS DEFINED ABOVE, IS HELD LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY THIS LIMITED WARRANTY OR OTHERWISE, THE AGGREGATE LIABILITY OF ALL QVNTRA PARTIES, AS DEFINED ABOVE, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SERVICES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THE QVNTRA PARTIES, AS DEFINED ABOVE. YOU ACKNOWLEDGE AND AGREE THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES, IF ANY, THAT MAY RESULT FROM A FAILURE OF THE SERVICES. THIS AGREED-UPON AMOUNT (THE PURCHASE PRICE OF THE SERVICES) IS NOT A PENALTY, AND IS THE SOLE REMEDY.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not manufactured by Company, such as Equipment that is manufactured by third parties, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials not authorized by Company where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Communications Equipment and Services
The Services are designed to transmit signals to a monitoring facility through certain communications equipment and services, including DSL, broadband, cellular, wireless and/or landline telephone equipment and services (collectively, the “Communications Equipment”). Regardless of the form of Communications Equipment used, you understand that the Communications Equipment and Services may be interrupted, circumvented, unavailable (for a limited or extended time period) or otherwise compromised, including as a result of equipment designed or used by a third party for the purpose of causing false alerts or gaining unauthorized access to or otherwise affecting or controlling the Communications Equipment and Services. If the Communications Equipment and Services are inoperative or interrupted by any cause, there will be no indication of such at the monitoring facility and the monitoring facility will not receive a signal from your system. You must test the Services’s data transmission with the monitoring facility as frequently as needed for your own use and immediately after the installation, modification or repair of any Communications Equipment. You must confirm that the Communications Equipment and Services are compatible, including when you make any changes to the Communications Equipment and Services. Your access to, and availability of the Application is dependent on (i) mobile device and (ii) your Internet service provider, facility wiring, facility Wi-Fi network or (iii) your mobile device carrier and facility cellular coverage. You shall immediately repair (or caused to be repaired) any (i) problems with the Communications Equipment and Services; or (ii) problems with the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER (THE “UNDERLYING CARRIER”) OR ITS AFFILIATES OR CONTRACTORS AND THAT WE ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN YOU AND THE UNDERLYING CARRIER. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR.
Confidentiality; Property Rights
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the Disclosing Party’s Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
You acknowledge and agree that the availability of the Application is dependent on the third party websites from which you download the Application, e.g. the App Store from Apple or the Android app market from Google (each, an “App Store”). You acknowledge that this Agreement is between you and QVNTRA and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from it. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply. QVNTRA will not charge you any additional fees for you to receive and download the Application; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. Check with your wireless carrier if you have questions about your wireless plan.
End User License and Intellectual Property
Subject to the terms and conditions of this Agreement, QVNTRA grants you a non-exclusive, non-transferable license to access and use the Services to (i) use the Application in connection with, and solely for the purpose of, controlling and monitoring the Services you are authorized to receive and/or control or monitor, and (ii) install and use the Application solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone or other tablet device) and solely for the purposes set forth in this Agreement. There is a risk that unauthorized persons may gain access to the Application and data thereon and you agree to assume such risk. You will keep confidential all information available on the Application and all passwords relating to the Application or access thereto. This license will continue and be co-extensive with the term of this Agreement except for your (i) failure to keep confidential all information available on the Application and all passwords or access codes relating to the Application or access thereto, (ii) use of the license or the information in any manner that negatively affects us, (iii) use of the license or the information for any illegal purpose, (iv) breach of this Agreement or (v) violation of any applicable law. You will be solely responsible for information you deliver, delete or modify. Upon termination of this Agreement or termination or suspension of the Service by us, we may immediately, and without notice, disable your access to the Application and cancel all passwords or other access codes. You will not (a) disclose or make available to third parties any portion of the technology associated with the Services or the Application without our prior written consent, (b) copy, decompile, dissemble, reverse engineer, manipulate, modify, or make derivative works of any technology incorporated in the Services or the Application. QVNTRA may from time to time develop patches, updates, upgrades or other modifications (“Updates”) to improve the performance of the Services or the Application. These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services or the Application. You acknowledge that you may be required to install Updates to use the Services and you agree to promptly install any Updates that QVNTRA provides. IF YOU FAIL TO INSTALL ANY UPDATES PROVIDED BY QVNTRA, YOUR ACCESS TO THE APPLICATION AND THE SERVICES MAY BE TERMINATED.
Suspension of Service
QVNTRA’s obligations under this Agreement are waived automatically without notice and you release QVNTRA for all Losses following any default or breach of this Agreement by you or if Communications Equipment and Services are destroyed, damaged, inoperable or malfunction for any reason whatsoever, for the duration of such interruption of service. If this Agreement is terminated or the Services are suspended or terminated for any reason, you shall immediately disconnect the Equipment and Services (e.g., telephone line, radio transmitter, cellular transmitter, etc.). Upon termination of this Agreement or if the Services are suspended or terminated for any reason we may, in our sole discretion, without notice, and without any liability, remotely disable, disconnect or block the Services and data from communicating with the monitoring facility.
Right to Subcontract
QVNTRA may, in its sole discretion, subcontract for the provision of any of the Services under this Agreement. The provisions of this Agreement inure to the benefit of and are applicable to (i) any subcontractors engaged to provide any of the Services to you and (ii) each of the QVNTRA Parties (and any providers of Third-Party Products and Services, if any and solely as applicable), and bind you to all such persons or entities listed in the foregoing subsection (i) or (ii) with the same force and effect as they bind you to QVNTRA. Any subcontractor we engage is an independent contractor and not our partner or joint venturer. You authorize us to act as your agent for purposes of working with, or providing any directions to, any subcontractors with respect to the provision of the Services. You authorize us to share your personal information with our subcontractors or Third Parties for the purpose of providing Services under this Agreement.
If you provide us with any unsolicited ideas, comments or other feedback (“Feedback“) to us regarding the Application and/or the Services, you agree that such Feedback (including all rights, title and interest therein) automatically becomes our property, and you forfeit all rights that you may have in such Feedback. For greater certainty, you agree that QVNTRA may use (or not use) and exploit any Feedback in any way at its discretion, without compensation, attribution or other obligation to you or to any other party.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
For purposes of supplying notice, Company shall rely on the contact information set forth on the Order Form. Customer shall update Company in the event of any changes to the contact information. For purposes of supplying written notice to Company, the address set forth below applies:
2215 Cedar Springs Rd Apt 1403,
Dallas, TX 75201
Tel No: 888-822-9245
Email address: firstname.lastname@example.org
This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. All claims, actions or proceedings against QVNTRA must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or such claim, action or proceeding is barred. The time period in this Section must be complied with strictly. You release QVNTRA for all Losses covered by your insurance policies and for all insurance deductibles. You also waive and release any subrogation and other rights you or your insurance company may have against QVNTRA for money paid to you or on your behalf. When used in this Agreement, (i) the word “including” shall mean “including, but not limited to;” and (ii) the term “sole discretion” shall mean “sole and absolute discretion without any liability.”
The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.