Sofy Testing | Service Terms Of Service

Sofy Testing Service Terms of Service

EFFECTIVE DATE: SEPTEMBER 27, 2022

These SOFY Testing Service Terms of Service (these “Terms”) constitute an agreement between Quantyzd, Inc., a corporation organized and existing under the laws of the State of Washington (“Quantyzd”), and the customer set forth in an applicable Order (as defined below) (“Customer”).  These Terms include, and incorporate by this reference, any ordering document between Quantyzd and Customer that specifically reference these Terms (“Order” and together with these Terms, the “Agreement”).

THE AGREEMENT TAKES EFFECT ON THE EFFECTIVE DATE SET FORTH IN AN ORDER, WHEN THE CUSTOMER CLICKS THE “ACCEPTED AND AGREED” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY ACCESSING AND/OR USING THE SERVICES AFTER THE EFFECTIVE DATE, CUSTOMER (A) ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS THE AGREEMENT; (B) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT WITH QUANTYZED AND, IF ENTERING INTO THE AGREEMENT FOR AN ORGANIZATION, THAT CUSTOMER HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THE AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS.

IF CUSTOMER DOES NOT ACCEPT THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

1 Definitions

• Account: means a single user electronic account permitting Customer or Authorized Users to access and use the Services.
• Analytical Results: means the analytical results of Customer Data and Customer Software, alone and in combination with other data in the Services, based on Quantyzd’s proprietary modeling and analysis thereof, and other reports or other data analyses relating to same.
• Authorized User: means Customer employee or designee specified in any applicable Order who creates an Account and accesses and uses the Services solely for or on behalf of Customer for Customer’s internal business operations.
• Confidential Information: means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential.
• Customer Data: means, except for Feedback, any data, content or information provided by Customer or any Authorized User to Quantyzd.
• Customer Software: means the applications or other software owned (or licensed) used in connection with Customer’s access and use of the Services.
• Documentation: means the documentation relating to the Services furnished or made available by Quantyzd to Customer from time to time.
• Discloser: means a party that discloses any of its Confidential Information to the other party.
• Feedback: means information and feedback regarding the performance, accuracy, features, functionality and overall Customer experience of the Services.
• Intellectual Property Rights: means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction.
• Recipient: means a party that receives any Confidential Information of the other party.
• Services: means the Sofy Application Testing Service, the Analytical Results, or any other services to which the parties may agree in an Order.
• Quantyzd Marks: means any trademarks, service marks, service or trade names, logos, and other designations of Quantyzd and its affiliates.
• Quantyzd Parties: means Quantyzd and its affiliates, independent contractors and service providers.
• Unauthorized Use: means any use, reproduction, modification, distribution, or other activity involving the Services or Documentation of Quantyzd that is not expressly authorized under the Agreement.

2 Services

(a) Services.

1. Subject to Customer’s compliance with the Agreement, Quantyzd hereby grants to Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the Services Term to access and use the Services specified in an Order solely for Customer’s internal business operations. Customer is responsible for all Authorized Users’ compliance with the Agreement.
2. Quantyzd will use commercially reasonable efforts to provide to Customer the Services that are described in each applicable Order.
3. The Quantyzd Acceptable Use Policy is hereby incorporated in its entirety into this Agreement.

(b) Paid and Trial Plans.

1. Quantyzd makes available the Services through paid plans (“Paid Plans”) and trial plans (“Trial Plans”). Current plans are described at Pricing and Customer’s specific plan will be identified in the Order.
2. Paid Plans will automatically renew unless either party gives written notice of termination at least 30 days prior to expiration.
3. Under Trial Plans, Customer may use the Services solely to determine whether to purchase a Paid Plan.

(c) Restrictions; Limitations.

1. Customer’s access and use of the Services is limited to the sole purpose of testing and using the Customer Software.
2. Customer may not use the Services for any purpose other than as expressly permitted by the Agreement.
3. Customer will treat all Services and Documentation as Confidential Information.

(d) Changes to Services. Quantyzd may change the features, functionality or other aspects of the Services without notice to the Customer, provided that such changes do not materially reduce the functionality of the Services.

(e) Suspension of Services. Quantyzd may suspend access to or use of the Services if Customer violates a material restriction or obligation.

(f) No Unauthorized Warranties. Quantyzd’s warranty obligations to Customer are limited to those specified in these Terms.

3 Eligibility; Registration; Data Practices

(a) Eligibility. Customer represents and warrants that it and all Authorized Users are not: (i) a resident of any country subject to a United States embargo; (ii) on the United States Treasury Department’s list of Specifically Designated Nationals.

(b) Registration. Customer must register for an Account with Quantyzd. Each Authorized User Account may only be used by one person.

(c) Violations. Customer is responsible for all activity that occurs under its and Authorized Users' Accounts.

4 Fees, Payments, and Taxes

(a) Fees. Customer will pay the fees for the Services set forth in an Order.

(b) Invoiced Payment. Customer will pay invoiced Fees within 30 days of receipt.

(c) Pricing and Availability. All prices are shown in U.S. dollars. Quantyzd reserves the right to change the Fees upon 30 days’ prior notice.

(d) Taxes. Customer is responsible for any sales or other governmental taxes due with respect to the Services.

5 Warranties and Disclaimer

(a) Quantyzd represents and warrants that:

1. it will provide the Services with commercially reasonable care and skill in compliance with applicable laws;
2. there exists no agreement or restriction that would interfere with Quantyzd from rendering Services.

(b) Disclaimer. EXCEPT AS SET FORTH IN SECTION 5(a): THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

6 Limitation of Liability

(a) Force Majeure. Neither party will be liable for delay or failure to perform as required by the Agreement due to causes beyond their control.

(b) Limitation of Liability. Quantyzd Parties will not be liable for any special, indirect, or consequential damages.

7 Intellectual Property; Customer Data

(a) The Services; Analytical Results; Intellectual Property. Quantyzd owns all rights to the Services and Analytical Results.

(b) Feedback. Quantyzd will own all rights to Feedback provided by Customer.

8 Indemnity

(a) By Customer. Customer will defend, indemnify, and hold harmless the Quantyzd Parties from all claims arising from unauthorized use of the Services.

9 Term & Termination

(a) Term. The term of the Agreement will commence on the Effective Date and will continue for the subscription term set forth in the applicable Order.

(b) Termination. Quantyzd may terminate the Agreement for convenience upon 30 days’ notice.

(c) Effect of Expiration or Termination. All rights under the Agreement will immediately terminate at expiration or termination.