TERMS OF SERVICE
THESE TERMS OF SERVICE ARE THE LEGALLY BINDING CONTRACT BETWEEN YOU AND QUANTHUB, LLC, AND GOVERN YOUR ACCESS TO ANY SERVICES WE PROVIDE TO YOU. PLEASE READ THESES TERMS CAREFULLY BEFORE SIGNING UP FOR OR USING THE SERVICES.
QuantHub, LLC with an address for notification of 2204 1st Ave S Birmingham, AL 35233(“QuantHub” or “we” or “our” or “us”) provides services (“Service”) to you (“Client”, “you” or “your”) through our websites. Client and QuantHub are individually referred to as a “Party” and collectively as the “Parties”.
By using the Service (defined below), you are agreeing to be bound by these terms and conditions (“Terms of Service”). We reserve the right to update and change the Terms of Service from time to time and will provide notice to you by changing the “last updated” date above. All changes are prospective only. It is your obligation to be familiar with the most current version of the Terms of Service. Continued use of the Service after any such changes shall constitute your acknowledgment of and consent to such changes. You can review the most current version of the Terms of Service at any time at https://www.quanthub.com/terms. Any new features, including the release of new tools and resources, shall be subject to the then-most current Terms of Service.
You represent and warrant that you have the full right and power to enter into and fully perform this agreement in accordance with these Terms of Service. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “You” will refer and apply to that company or other legal entity.
Notwithstanding anything in these Terms of Service, if you are using these Services in your capacity as an employee or agent of another QuantHub customer who has separately entered into terms of service or a master services agreement (a “Prime Agreement”) with QuantHub, then the terms of any such Prime Agreement shall govern your use of the Services in lieu of these Terms of Service. However, any use of these Services by you in any other capacity (i.e., independent of, or unrelated to, your employment with another QuantHub customer) shall continue to be governed exclusively by these Terms of Service.
QuantHub has developed a software application specialized in assessing the skills of data scientist and data engineer candidates, including any updates made by QuantHub thereto (the “Assessment Tool”) and Client wishes to obtain certain of QuantHub’s services pursuant to the terms and conditions of these Terms of Service. Therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in reliance on the mutual agreements contained herein, the Parties agree as follows:
Subject to the terms and conditions hereof, QuantHub will provide the Services to Client on a limited, worldwide, non-exclusive, non-transferable basis as set forth in these Terms of Service. The Parties do not intend for the Services to include any customization of the Assessment Tool for Client or the development and delivery of any other “deliverables” under a statement of work or otherwise. For purposes of these Terms of Service, the term (i) “Services” shall mean the service of providing Client access to the Assessment Tool on a remotely accessible server, on and subject to the terms and conditions of these Terms of Service, and (ii) “remotely accessible server” or similar words shall mean any server used to host the Assessment Tool, including a server provided and operated by a third party chosen by QuantHub.
Client shall use the Service only with the identification and password codes assigned by QuantHub and only for the purpose of accessing and executing the Assessment Tool on the remote server for Client’s internal business operations. Client shall not have the right to license, grant, sell, resell, transfer, assign, distribute or otherwise make available to others the Services or the Assessment Tool; provided, that QuantHub acknowledges that authorized employees, employee administrators, representatives, prospective employees, and agents of Client (each, an “Authorized User”) are permitted to use the Services solely for the purposes set forth herein.
Client shall not be provided, and shall neither be required nor permitted to install on its own computing platform, any of the Assessment Tool. Neither the Assessment Tool nor any portion thereof shall be downloaded from the remote server or operated in memory of any computer other than the remote server, except for such operation as the Assessment Tool may automatically cause to occur in the normal course of its operation (for example, the downloading of a “cookie” for tracking usage and remembering settings or the downloading of a java applet or Active X control). Client shall not attempt to cause the Assessment Tool to function other than as intended and as specifically supported by any user identification, password codes or other security control measure provided by QuantHub to Client.
Client acknowledges and agrees that Client will arrange for, pay for or maintain the communication lines between the remote server and Client as part of these Terms of Service. Client shall be solely responsible for establishing and maintaining the telecommunications connection of its choice at Client’s sole cost and expense. Client acknowledges that QuantHub (i) does not control communications via third party telecommunications providers and (ii) shall not be responsible for any error or inaccessibility associated with such telecommunications or any violation of law, rule or regulation applicable to transmission of data via such telecommunications.
QuantHub may not subcontract the performance of any Services to any subcontractor that will have access to Client’s Proprietary Information without such subcontractor’s execution of an agreement in a form consistent with these Terms of Service. Any and all of QuantHub’s subcontractor(s) and its employees shall be considered “QuantHub Personnel” for purposes of these Terms of Service. In particular, where the subcontractor will have access to Personal Data (as defined below), such subcontractor agreement must include provisions which are the same or reasonably equivalent to those set out in below. QuantHub shall ensure that all QuantHub Personnel comply with QuantHub’s obligations under these Terms of Service and shall be liable and responsible for any breach of these Terms of Service by any QuantHub Personnel.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Client agrees that:
- it will not register Accounts by “bots” or other automated
- Authorized Users shall provide their full legal name, a valid e-mail address, and any other information requested in order to complete the sign-up This information will be kept secure.
- it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or the Assessment Tool or any software, documentation or data related to the Service; modify, translate, or create derivative works based on the Service; use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or
- it shall not do any of the following while accessing or using the Service: (i) access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security measures; (iii) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces; (iv) in any way use the Service to send altered, deceptive or false information; or (v) otherwise interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the
- it will not use the Service for any abusive or illegal purposes. You must not knowingly violate any laws, rules or regulations in your jurisdiction (including but not limited to copyright laws). You expressly agree and acknowledge that you will not submit information that would be a violation of your corporate policies, including without limitation, any data protection, privacy or security policies or any data privacy laws, rules or
- it will obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment, accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
- We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will be solely responsible and liable for any activity that occurs within your account, except where caused by QuantHub’s gross negligence or willful misconduct.
QuantHub represents, warrants and covenants that:
- it shall perform the Services diligently and faithfully, in accordance with the highest professional standards applicable to the QuantHub’s industry and the Services and with all applicable laws and regulations, including, if applicable, the ILO Declaration on Fundamental Principles and Rights at Work, and using only qualified QuantHub Personnel with suitable training, education, competence and skill to perform the Services;
- the execution, delivery and performance of these Terms of Service by QuantHub and QuantHub Personnel do not conflict with any agreement to which they are a party or by which they are bound and do not violate any applicable law, and during the term of these Terms of Service QuantHub and QuantHub Personnel shall not enter into any agreements that are inconsistent with their obligations under these Terms of Service;
- it has and will have full and sufficient right to assign or grant the rights granted pursuant to these Terms of Service;
- the Services will substantially conform to the QuantHub’s Specifications. For purposes of these Terms of Service, “Specifications” means the documentation provided by QuantHub to Client to (i) describe the Service’s functionality, capabilities, procedures, or (ii) how to use the Services.
- the Services shall not in each case infringe or otherwise violate any intellectual property, proprietary, personal, contractual, or other rights of any QuantHub Personnel or any third party;
- the Services will not contain any computer code designed to impede the operation of the Services or the Assessment Tool or any associated software, computer system or network (including “viruses” or “worms”), that would impair in any way their operation based on the elapsing of a period of time or exceeding an authorized number of copies (including “time bombs,” “time locks,” or “drop dead” devices), or that would permit QuantHub or any other third party to access the Services, Assessment Tool or any associated software, computer system or network to cause such impairment (including “traps,” “access codes” or “trap door” devices).
CONFIDENTIALITY; DATA RIGHTS; PROPRIETARY 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). Our Proprietary Information includes, without limitation, non-public information regarding features, functionality and performance of the Services and Assessment Tool. Your Proprietary Information includes, without limitation, Unique Customer Data (defined below). The Receiving Party agrees: (i) to take reasonable precautions to protect such 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 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 (including, without limitation, a Candidate), or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- As between QuantHub and Client (but subject in all respects to the data and privacy rights of the Candidates themselves under applicable law) Client shall own all right, title and interest in and to Unique Customer Data, and QuantHub shall own all right, title and interest in and to Candidate-Provided Data. QuantHub shall (a) use the Unique Customer Data solely for the purpose of performing Services under these Terms of Service or as consented to or otherwise directed in writing by Client, and (b) use the Candidate-Provided Data for the purpose of performing Services under these Terms of Service or as consented to or directed by the applicable Candidate. Without limiting the foregoing, we shall have the right to collect and analyze Unique Customer Data and Candidate-Provided Data in an aggregated and anonymized manner to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and our other offerings, and to disclose such data in aggregated and anonymized form in connection with our business, in each case without making reference to Client or any individual Candidate. No rights or licenses are granted except as expressly set forth herein.
For purposes of these Terms of Service, “Unique Customer Data” means all data (other than Candidate-Provided Data) relating to Client and its Candidates collected by or provided to QuantHub when Client applies for an account with QuantHub or otherwise uses the Services, and includes such information as: Client payment data; Client’s contact information and email address; team plans, data science roles, assessments and questions/content to the extent such items are customized for Client within the Assessment Tool; the Client’s Candidate’s job “fit scores” and other final reports generated for Client via the Assessment Tool.
For purposes of these Terms of Service, “Candidate-Provided Data” means all data relating to Candidates (whether a Candidate of the Client or of another QuantHub client) collected by or provided to QuantHub when such Candidates apply for and/or create an account with QuantHub or otherwise use the Services, and includes information such as: a Candidate’s name and address; account username; account password; credit card information; email address; phone number; LinkedIn profile; job history; references; endorsements; communication preferences; marketing opt-ins; self-assessed skills abilities; general knowledge scores (topics) and benchmark scores of general knowledge obtained as a result of using the Assessment Tool.
- QuantHub shall own and retain all right, title and interest in and to (a) the Services and Assessment Tool, all improvements, enhancements, modifications, derivative works of, and adaptations thereto, (b) any software, applications, inventions or other technology developed in connection with implementing or supporting the Services or Assessment Tool, and (c) all intellectual property rights related to any of the
TERM AND TERMINATION
- On and subject to the terms and conditions set forth herein, we grant you the right to access and use the Services for the duration of time indicated in the Order Form (the “Service Period”). A template for the Order Form is included in Exhibit A.
- After the expiration of the initial Service Period, these Terms of Service will be automatically renewed with the same pricing for successive one-year terms unless either party gives written notice to the other party of its intent not to renew at least ninety (30) days prior to the expiration of the then current term.
- In the event either party has failed to substantially cure any material default or failure of performance under these Terms of Service within thirty (30) days after the breaching party’s receipt of a written notice describing with reasonable specificity such alleged material default or failure of performance, then the non-breaching party may terminate these Terms of Service by giving the breaching party a written notice of termination within fifteen (15) days after the expiration of the said thirty (30) day period. QuantHub’s right to terminate these Terms of Service shall be in addition to all other rights and remedies, including actions for breach of contract that QuantHub may have under these Terms of Service or applicable law.
- All provisions of these Terms of Service relating to warranty disclaimers, limitation of liability and remedies and damages shall survive
- Client will be billed the non-refundable subscription fee (“Subscription Fee”) indicated on the Order Form in advance of your applicable billing period as defined on the Order Form (“Billing Period”) for up to the number of assessments per Billing Period (“Billing Period Assessment Commitment”) indicated on the Order Form. Client may choose to execute additional assessments by paying the additional service fee (“Additional Assessment Fee”) indicated on the Order Form for the additional assessments (billed monthly in arrears). There will be no refunds or credits for partial use of service, upgrade/downgrade refunds, account cancellations, or refunds for months unused with an open account.
- QuantHub shall automatically charge Client’s designated bank account or credit card each Billing Period for the Subscription Fee of the current Billing Period. QuantHub shall automatically charge Client’s designated bank account or credit card monthly for the Additional Assessment Fees from the prior month.
- You must provide us with accurate billing information and keep this information up to date.
- QuantHub shall be entitled to block Client’s access to the Services without terminating these Terms of Service or affecting Client’s obligation to make payments under these Terms of Service if Client is more than thirty (30) days delinquent on any undisputed fees.
- You will pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties, not based on our net income, that are assessed on or as a result of the Service. Any such taxes, fees, and duties collected by us from you on behalf of a governmental agency shall not be considered a part of, a deduction from, or an offset against, payments due to us for the Service.
WARRANTY AND DISCLAIMER
We shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by our third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SERVICE IS PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
QuantHub hereby agrees to indemnify, defend, and hold harmless Client, its clients and their members, shareholders, officers, directors, employees, affiliates, agents and representatives (each, an “Indemnified Party”), from and against any and all Losses brought against, incurred by, or paid by any of them at any time, in any way arising out of or relating to any breach or alleged breach by QuantHub or any QuantHub Personnel of any representation, warranty or covenant in these Terms of Service or by any QuantHub Personnel of any representation, warranty or covenant, or any death or personal bodily injury of any person or damage or destruction of real or tangible personal property directly caused by QuantHub or QuantHub in connection with the performance of the Services. Upon receipt by an Indemnified Party of notice of a claim, action or proceeding in respect of which indemnity may be sought hereunder, Client shall promptly notify QuantHub in writing with respect thereto. QuantHub shall assume and control the defense of any litigation or proceeding in respect of which indemnity is sought hereunder with counsel reasonably acceptable to Client. QuantHub will not settle any claim, action or proceeding to which an Indemnified Party is a party and in respect of which indemnity is sought hereunder without Client’s written consent, which shall not be unreasonably withheld.
LIMITATION OF LIABILITY
EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, AND CLIENT AND ITS AFFILIATES AND AUTHORIZED USERS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF SERVICE 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 SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THREE TIMES THE FEES YOU HAVE PAID US FOR THE SERVICES UNDER THESE TERMS OF SERVICE IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT YOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITS ON LIABILITY SHALL NOT APPLY TO INDEMNIFIED CLAIMS, BREACH OF CONFIDENTIALITY, OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
Entire Agreement. If any part of these Terms of Service determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Service shall continue in effect. No failure to exercise or enforce any right or provision of these Terms of Service shall constitute a waiver of such right or provision. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
Assignment. Except as expressly set forth herein, neither party shall have the right or the power to assign, in whole or in part, whether by operation of law or otherwise, any of its rights, or ( of the other party; provided, however, that we may assign these Terms of Service in its entirety without such prior written authorization to its affiliate or to any third party that acquires us, irrespective of whether the acquisition is structured as an equity purchase, an asset purchase, a merger, or otherwise. These Terms of Service are 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 these Terms of Service, 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 these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees.
Insurance. QuantHub will maintain during the term of these Terms of Service and for three years thereafter (solely for insurance policies written on a claims made basis) sufficient insurance against all risks related to the provision of the Services, including (i) General Liability insurance, with liability limits of at least $1,000,000 (ii) Professional Liability coverage with limits of at least $1,000,000, (iii) workers’ compensation insurance as required by the state or local law in which the work is performed and (iv) Network Security and Privacy Breach Insurance with limits of at least $1,000,000. Prior to the start of work or at any other time that Client requests, QuantHub shall provide Client a copy of certificates evidencing such insurance coverage. In no event shall any such insurance limit QuantHub’s obligations or liability under these Terms of Service.
Marketing. Client consents to QuantHub’s use of Client’s name in QuantHub’s marketing and other materials and to announcing the execution of these Terms of Service.
Governing Law and Jurisdiction. These Terms of Service will be governed by and construed according to the laws of the State of Delaware without regard to conflicts of law principles. Any legal proceeding arising out of or relating to these Terms of Service shall be brought in the United States District Court for the state of Delaware; to the exclusion of any other forum, and the Parties hereby expressly agree and submit to the exclusive jurisdiction to the aforesaid courts.
Notices. Except if explicitly agreed otherwise, all notices, requests, demands, and other communications to be given under these Terms of Service (other than routine operational communications) will be in writing and will be delivered either by hand or by overnight mail. All notices shall be effective on the date received. Notices to Client will be sent to the address for such Party set forth in the opening paragraph, Attention: . Notices to the QuantHub will be sent to the address for such Party set forth in the opening paragraph. Either Party may designate different address information by way of notice given in the manner provided herein.
Equal Opportunity. Client and QuantHub shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
Anti-Bribery Compliance. QuantHub, its employees, officers, directors, partners, stockholders, subcontractors and agents, shall not, directly or indirectly, make any payment, or offer or transfer anything of value, or agree or promise to make any payment or offer or transfer anything of value, directly or indirectly, for any improper purpose or to improperly influence any party. QuantHub certifies that it is in compliance, and shall remain in compliance, with all applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. QuantHub shall immediately notify Client if it fails to meet any of its obligations in this paragraph. In the event of a breach of this paragraph, QuantHub further agrees to provide any and all information requested by Client to support an investigation related to the breach. QuantHub understands that a breach of this paragraph will be deemed to be a material breach of these Terms of Service, and Client will have the right to terminate these Terms of Service with immediate effect.
If you have any questions or complaints about these Terms of Service, please contact us electronically at email@example.com or send physical mail to:
2204 1st Ave S, Suite 101
Birmingham, AL 35233
Last updated on October 4, 2019.