Customer Terms & Conditions

Last updated: 8th November 2017
1
How these Terms and Conditions apply
1.1
Words starting with a capital letter (such as "Services") are defined in more detail in Appendix A.
1.2
These written terms and conditions set out the entire basis of the Agreement between Quantemplate Technologies Limited, and its Customers and explain how Quantemplate will supply Services as part of that Agreement. No other terms and conditions will apply to the relationship between Quantemplate and its Customers, unless the Customer is utilizing Yodlee services, in which case the terms set out in Appendix B will also apply. Any advertising, promotional or other material about the quality, scope or detail of the Services is for illustration purposes only and does not form any part of these terms and conditions.
1.3
It is the Customer's sole responsibility to decide that it wishes to use the Services. The Customer acting (in the case of an Organisation) by its Organisation Administrator and each of the Organisation's individual Customer Users, or an individual Customer are each required to accept these terms and conditions and their limitations according to Customer status by ticking the "Agree to Terms & Conditions and Cookie Policy" box when registering on the Quantemplate Website.
1.4
Quantemplate supplies the Services only to business users and not to individual consumers. By ticking the "Agree to Terms & Conditions" box when registering, the Customer and any individual Customer User confirms that it/they accept the terms and conditions as a business user, or as an employee or authorised representative of a business user and, in each case, has full power and authority to do so.
2
The Customer Account
2.1
There are two types of Customer Account. A person (identified by an Individual Customer Account with a unique email address) may, accepting the individual Customer terms and conditions, access the Quantemplate website and a limited range of its Services free of charge. An Organisation Customer Account gives access to the Quantemplate Website for Customer Users authorised by the Organisation's Administrator subject to continuing eligibility pursuant to clause 2.2 and the payment terms at clause 5.
2.2
A Customer shall only be eligible for an Organisation Customer Account if at all times they are an Organisation. In order to be and remain an Organisation for the purposes of the Agreement, the Customer must ensure that the Services are only accessed and used by its employees or other authorised representatives working in specific roles within the Customer's business owing duties of loyalty and fidelity or fiduciary duties to the Customer and who use the Services solely for the purposes of benefiting the Customer's own business, independent of the business of any third party or any subsidiary, group, holding or sister company, affiliate, or associate of the Customer or any third party. In respect of a group of companies, each company within the group will constitute a separate Customer for the purposes of the Agreement and will require a separate Organisation Customer Account if they wish to utilise the Services under no circumstances may one company within a group permit access to and use of the Services by another company within that group (or its employees or other authorised representatives) via the first company's Organisation Customer Account. Any attempt to do so shall constitute a material breach of the Agreement by the Customer. To the extent that a collective of individuals wishes to use the Services for a variety of business purposes in furtherance of their own business interests, rather than for the benefit of consistent and centralised business interests applying to them all or in which they are all involved as a single business unit or entity, such individuals must apply for an Organisation Customer Account in their own right. Any failure to adhere to the requirements of this clause 2.2 shall constitute a material breach of the Agreement by the Customer.
2.3
The use by an Organisation of any data available from or via the Quantemplate Website may be tracked and monitored by Quantemplate to enable Quantemplate to verify continued compliance by the Organisation with the eligibility criteria set out in clause 2.2. To the extent necessary, every Organisation hereby grants to Quantemplate a free, non-exclusive, perpetual, Worldwide and irrevocable licence to use its uploaded data for these purposes. To the extent that Quantemplate suspects that the eligibility criteria set out in clause 2.2 are not being adhered to fully by a Customer purporting to be an Organisation (by virtue of having an Organisation Customer Account), it may suspend any such Organisation's access to the Services forthwith and shall notify the relevant Organisation of such suspension. The lifting of any suspension of access to Services shall be at Quantemplate's sole discretion even if the non-compliance causing the decision to suspend has been cured.
2.4
Access to the Services is available only through the secure portal on the Quantemplate Website. The Customer must create a Customer Account with a unique email address. The Customer Account will be the main form of communication between Quantemplate and the Customer. Responsibility for access to and security of the Customer Account rests solely with the Customer. Any unauthorised access to the Customer Account and any resulting unauthorised use of the Services shall not be the responsibility of Quantemplate, but will allow Quantemplate, at its sole discretion, to suspend access to the Services or to terminate this Agreement pursuant to clause 6.
3
Quantemplate's Rights and Obligations
3.1
Quantemplate will use reasonable endeavours to make the Services available on the Quantemplate Website 24 hours a day, 7 days a week. Quantemplate will undertake routine, non-urgent maintenance to the Services on the Quantemplate Website at times when Customers access requirements are likely to be lowest and will notify planned maintenance to Customers via email. Quantemplate may undertake urgent maintenance at any time, but will not be liable to Customers for any resulting interruption to the Quantemplate Website or to the Services.
3.2
Part of the Services supplied consist of original data streams from third party providers. Quantemplate transmits this data to its Customers as part of the Services on an "as is" basis but accepts no liability for the accuracy, completeness, timeliness or usefulness of this third party data. To the extent that it is able to do so, Quantemplate will pass to the Customer any warranty that any third party provider gives about the accuracy or quality of an original data stream.
3.3
The Customer acknowledges that any data it uploads to the Quantemplate Website for the purposes of storage or analysis and any database, table of results, model or other work which may result from its use of the Services may be used by Quantemplate, on an anonymised basis, either on an individual or an aggregated basis. The use by the Customer of any data available from or via the Quantemplate Website may be tracked and monitored by Quantemplate to enable Quantemplate to improve the quality, scope or Customer experience of the Quantemplate Website or of the Services or to create new products or services to supplement the Services. To the extent necessary, Customer grants to Quantemplate a free, non-exclusive, perpetual, Worldwide and irrevocable licence to use its uploaded data for these purposes. Quantemplate acknowledges that the Customer has no liability for any use to which Quantemplate puts Customer data within the scope of the licence so granted.
3.4
Quantemplate may, on notice to the Customer, change the scope, functionality or content of the Services at any time and may adjust the price for the Services accordingly.
4
Customer Obligations
4.1
The Customer is solely responsible for its assessment and use of the Services and the information and data supplied by Quantemplate. Any decision to invest, provide investment or related financial advice to third parties or to make any other decision based on the Services is the sole responsibility of the Customer.
4.2
The Customer is solely responsible for ensuring that it has in place all licences, including all licences from a Relevant Regulator, required to lawfully use the Services. In particular, a Customer providing to another Customer or third party any services or information of a regulated nature must ensure that he holds all necessary licences with a Relevant Regulator to be able to conduct such activities. Quantemplate is not responsible for ensuring or verifying that the Customer has such licences in place.
4.3
Any Customer without appropriate licences from a Relevant Regulator in accordance with sub-clause 4.2 above is prohibited from dealing in financial instruments and/or securities via the Quantemplate Website.
4.4
The Customer confirms that, to the extent that it enters into a transaction of a regulated nature with another Customer via the Quantemplate Website, it does so without taking advice from Quantemplate as to the merits of the Customer entering into the transaction.
4.5
The Customer is solely responsible for ensuring that its use of the Services and all its activities on the Quantemplate Website are undertaken in compliance with the applicable rules of a Relevant Regulator, including but not limited to the FSA's rules contained in the FSA Handbook of Rules and Guidance.
4.6
Quantemplate is not authorised to communicate or approve financial promotions within the meaning of FSMA. The Customer is solely responsible for ensuring that it uses the Services in accordance with section 21 of FSMA.
4.7
The Customer shall observe the requirements of Quantemplate's Website Terms of Use and in particular the provisions on acceptable use and limitation of liability and of Quantemplate's Privacy Policy and the extent to which use may be made of Customer data.
4.8
The Customer has responsibility for ensuring the compatibility of its own computer hardware, software and communications devices and of its Internet connections.
5
Payments
5.1
The Services are made available and charged on a monthly basis. Charges are dependent on the identity of the Customer concerned. An Individual Customer Account user may access the Quantemplate website and a limited range of Services free of charge, but as provided in clause 5.2 below. The rates for Organisation Customer Account holders differ according to the size of the organisation. Rates may also depend on the scope of the Services used, the number of Customer Users and any Additional Services provided to Customer. Charges, where appropriate, will incur VAT and other appropriate withholding taxes. The monthly charge for the Organisation Customer Account to access the Services and any Additional Services will be notified directly to the Organisation Administrators by Quantemplate. The Customer must make payment monthly in advance via direct-debit or other means acceptable to Quantemplate. The first monthly payment (including any appropriate charge for Additional Services) shall be made when the Organisation Customer Account is set up following which Quantemplate will make the Services available to the Organisation Customer via the Quantemplate Website.
5.2
In the event that a Customer sells to any third party, any model or data set which has been created using Quantemplate's systems and/or information obtained via the Quantemplate Website and which has been publicised through the Market page of the Quantemplate Website, regardless of whether the actual sale takes place via the Quantemplate Website or not, Quantemplate shall be entitled to charge that Customer a commission on the sale price of the model and/ or data set, at the rate set out under the Pricing Tab on the Quantemplate Website from time to time. For the avoidance of doubt, no commission shall be payable to Quantemplate in the event that a Customer sells to any third party a financial instrument or security via the Quantemplate Website.
5.3
Quantemplate shall be entitled at its sole discretion to either deduct the commission sum payable in accordance with clause 5.2 above from the relevant Customer's paypal account or to invoice the relevant Customer directly. In the event that Quantemplate elects to invoice the Customer directly, such invoice shall be due and payable by the Customer within 30 days of the date of the invoice, to such bank account as directed by Quantemplate.
5.4
The sale price in respect of which Quantemplate shall be entitled to receive commission in accordance with clause 5.2 above shall be higher of the actual price at which the model and/or data set are sold or the last sale price listed prior to the model or data set being sold.
5.5
Quantemplate reserves the right, by giving 30 days' notice to its Customers generally on the Quantemplate Website or by individual notice to the Customer, to increase charges to reflect the increased cost of supplying the Services or for any other reason. Any increased charge will be recovered from the Customer in the first monthly payment following the 30 days notice of increase.
5.6
Any delay or failure to pay any charge, in addition to entitling Quantemplate to suspend Services or terminate this Agreement pursuant to clause 6, will attract late payment interest of 4% per annum over Royal Bank of Scotland base rate from time-to-time from the due date until payment is actually received.
6
Suspension and Termination
6.1
Quantemplate may suspend a Customer's (or a Customer User's) access to the Services if it determines:
(a) Customer's (or an individual Customer User's) use of the Services or the Customer Account amounts to a breach of these terms and conditions, including in particular any suspected or proven unauthorised access to the Services caused by Customer's failure to observe appropriate security or administrative precautions, suspected misuse of data for any unauthorised purpose or the reverse engineering of any software, program, database or any other Quantemplate proprietary right;
(b) if any charges are outstanding for more than 14 days;
(c) if Customer commits an act of insolvency or bankruptcy or has an insolvency practitioner appointed to take charge or all or part of its assets anywhere in the World.
6.2
The lifting of any suspension of access to Services shall be at Quantemplate's sole discretion even if the default causing the decision to suspend has been cured.
6.3
Either party may terminate this Agreement:
(a) on not less than 30 days' written notice to the other party, termination to take effect on the next payment date after the expiry of the 30 day notice;
(b) if the other is a material breach of its obligations under this Agreement which, in the case of a remediable breach the party in breach has failed to remedy within 30 days of a written request to do so.
6.4
On termination of the Agreement for whatever reason, the following conditions will apply:
(a) the Customer's right to access the Services will terminate but the right to use any data or information lawfully obtained before termination will continue;
(b) the Customer will remain obliged to pay any outstanding sums due;
(c) the Customer will, for a period of 30 days following termination, but subject to the payment in full of any outstanding charges, be entitled to the return of a copy of any data uploaded by the Customer to the Quantemplate Website. Quantemplate will retain, permanently, a copy of all Customer data uploaded to the Quantemplate Website for security and archiving purposes and to enable Quantemplate to take advantage of its clause 3.3 rights.
6.5
The following provisions of this Agreement will continue to apply post-termination clauses 7, 8, 9, 10.1, 10.3 and 10.5.
7
Intellectual Property and data protection
7.1
Quantemplate owns the Intellectual Property Rights in:
(a) the algorithms and computer software which enable the Services to be provided; and
(b) any work, code, program, specification, content, database or table of results resulting from the analysis by it of information or data obtained from a third party source or from the creation of any new work from the aggregation of discrete elements of data uploaded to the Quantemplate Website by a Customer or multiple Customers ("Quantemplate IP").
7.2
To the extent necessary to enable the Customer to use the Services Quantemplate hereby grants the Customer a paid-up, non-exclusive, World-wide licence to use Quantemplate IP for its normal, every day business activities. Any publication, work, data or information derived from Quantemplate IP in any Customer promotional, research or other material shall be accompanied by an acknowledgement of the source of the incorporated material to be Quantemplate or a licensor of Quantemplate.
7.3
The Customer owns any Intellectual Property Rights in any work, database or table of results created by using the Services.
7.4
Both parties shall comply with Data Protection laws in the country in which they reside or carry on business.
7.5
Neither party may at any time during or after the termination of this Agreement make any use of any logo, brand name, trade mark or other insignia of the other, except with the other party's written consent.
8
Limitation of Liability and Indemnity
8.1
Quantemplate is not authorised or regulated by the FSA. Quantemplate's Services operate to merely provide a means by which one party to a transaction (or potential transaction) is able to communicate with other such parties and do not involve the carrying on of any regulated activities within the meaning of FSMA, including but not limited to:
(a) dealing in investments;
(b) arranging deals in investments;
(c) safeguarding and administering assets;
(d) managing investments; or
(e) advising on investments.
8.2
Quantemplate does not act as a regulated investment exchange and it is not responsible for and does not provide the necessary infrastructure for the processing or clearing of transactions between Customers.
8.3
In the event that any Customer enters into a transaction to sell any model or data set to another Customer those two Customers shall contract directly with each other and Quantemplate shall not, and shall have no obligation to, review the suitability or appropriateness of the model or data set.
8.4
Whilst Quantemplate does attempt to verify the accuracy and truth of the information provided to it by its Customers, it cannot and does not confirm and is not responsible for ensuring the accuracy or truthfulness of its Customer's purported identities or the validity of the information which they provide or post onto the Quantemplate Website.
8.5
The Services (and any Additional Services) are provided on the basis that no warranty is given as to their quality, originality or fitness for any particular purpose. It is the Customer's responsibility to determine that the Services are appropriate for its business use. Quantemplate shall only be liable to the Customer for any direct physical damage to the Customer's property or premises caused by any breach of the terms of this Agreement or by negligence, subject in all cases to a maximum of the total sums received by Quantemplate from the Customer in the twelve months immediately preceding such damage being caused. In the event of any other failure and performance of the Services, Quantemplate's sole liability shall be limited to either (i) reperformance of the relevant part of the Service concerned; or (ii) crediting to the Customer the relevant price paid in respect of the relevant part of the Services concerned, as Quantemplate shall elect in its sole and absolute discretion. To the maximum extent permitted by law, Quantemplate hereby excludes all other liability to the Customer including liability for breach of contract, breach of statutory duty or negligence. Quantemplate specifically excludes liability for consequential loss, loss of profits or goodwill, loss of business, loss of data or any other special or unforeseen loss.
8.6
Nothing in these terms and conditions shall limit Quantemplate's obligations to the Customer for any death or personal injury caused by its negligence or for any loss caused by fraud or fraudulent misrepresentation.
8.7
If the Customer receives notification that its use of the Services or the results of the Services amounts to any infringement of a third party's Intellectual Property Rights, the Customer must immediately notify Quantemplate and allow Quantemplate to conduct the handling of any infringement action or settlement negotiation. The Customer must make no admission or acknowledgement of any infringement allegation unless Quantemplate gives its approval. The Customer must, at Quantemplate's request and expense, provide all assistance and information reasonably requested to enable Quantemplate to settle or defend any allegation of infringement. Quantemplate shall have full authority to settle or defend any action or allegation as it sees fit and, if necessary, shall secure the right for the Customer to continue using the Services or to obtain a licence to entitle the Customer to do so.
8.8
The Customer shall indemnify and keep indemnified Quantemplate against any claim by any third party arising out of:
(a) the use by the Customer of any work, result, data or information derived from the Services in any document, advice or other product or service provided by the Customer to a third party;
(b) any Customer breach of the terms of this Agreement which causes damage to a third party;
(c) any liability in statute, public law or criminal law caused by the publication, dissemination or distribution of any work containing any information derived from the Services; and
(d) any breach by Customer of the rules of a Relevant Regulator that are applicable to that Customer.
8.9
If any Customer has a dispute with one or more of Quantemplate's other Customers, each Customer agrees to release Quantemplate from any and all claims, demands and damages of any kind and nature (including all direct, indirect and consequential), whether known or unknown to the Customer, arising out of or in anyway connected with such dispute.
9
Non Poaching
9.1
The Customer acknowledges that its staff are one of Quantemplate's most valuable resources. Accordingly, the Customer agrees that during the term of this Agreement and for a period of 12 months after its termination, it shall not (nor shall it seek to assist any third party to) directly or indirectly solicit for employment, entice away, employ, hire, engage as an employee or consultant, any person who has been directly involved in the provision of the Services, or in the negotiation of the business arrangements between the Parties leading to this Agreement.
10
Miscellaneous Provisions
10.1
Confidentiality
(a) Each party agrees to regard and preserve as confidential all information related to the business and activities of the other party, their clients, customers, employees, members, suppliers and other entities with whom the other party does business, including details of the Services to the extent that those remain confidential.
(b) Each party agrees to hold such information of the other party in trust and confidence and not to disclose such information to any person or use, directly or indirectly, any such information for its own benefit, or for the benefit of any other person, who are not authorised in advance by the other party to do so, and even then to limit access to and disclosure of such confidential information to such parties and employees on a "need to know" basis only.
(c) Each party undertakes from the other that it will not during the term of this Agreement or within 5 years of termination disclose the terms of this Agreement to any third party or divulge or knowingly permit any third party to become aware of any technical, commercial, financial or other information of a confidential nature relating to that party or to use such information for any purpose other than the performance of the rights and obligations under this Agreement. The above restrictions will not restrict the use or disclosure of any information to the extent that:
(i) such disclosure is required by law or by any judicial or regulatory authority;
(ii) such information is or becomes (otherwise than by breach of this Agreement) in the public domain;
(iii) such disclosure is to the party's professional advisers;
(iv) such information is received by a Party from a third party who discloses it to the Party concerned without breaching any obligation of confidentiality;
(v) such information is independently developed by the Party using it or disclosing it without any use of the other Party's confidential information.
10.2
Force Majeure
Neither party will be liable for any delay or failure to perform any obligation under this Agreement, where the delay or failure arises from any cause beyond its reasonable control, including strikes or other industrial action, telecommunications or utility failures, accidents caused by weather or other elements of nature, orders of Government, terrorism or acts of war.
10.3
Notices
Any notice which needs to be given by this Agreement must be in writing and sent to the other party via the Customer Account or via access to the Quantemplate Website. Notices may be given and will be deemed to have been received by electronic mail on a business day before noon at the time of transmission and otherwise on the next business day. Any notice sent by personal delivery or by courier shall be deemed to have been received on the day of delivery, and if by first class post on the second business day after posting.
10.4
Variations
Any variation to these written terms and conditions must be in writing and signed by an authorised representative of Quantemplate and the Customer.
10.5
Governing Law and Forum
This Agreement and any claim, controversy or dispute arising under or related to it, the relationship of the Parties, and/or the interpretation enforcement and enforcement of the rights and duties of the Parties will be governed by the laws of England and the Parties hereby consent to the non-exclusive jurisdiction of the English Courts.

Appendix A
Definitions

"Additional Services"
means any specific technical support not included in the Services but made available to and accepted by the Customer;
"Agreement"
means the binding contract between Quantemplate and the Customer represented by these terms and conditions;
"Customer"
means a person whose online request to open a Customer Account and have Services supplied has been accepted by Quantemplate. A customer will, depending upon status, be subject to specific limitations. An individual person may be a customer and have an Individual Customer Account but may only upload raw data to the Quantemplate website and receive data or information from Customers who have "Organisation" status. An Organisation has wider rights of access and may upload data, perform economic and financial analysis, construct and run models and message third parties. An Organisation will have an Organisation Customer Account;
"Customer Account"
means, in the case of an individual, an Individual Customer Account or, in the case of a business, an Organisation Customer Account;
"Organisation Administrator"
means a senior authorised representative of an Organisation whose function is to supervise the Organisation Customer Account and access to the Quantemplate Website by Customer Users;
"Customer Users"
means individual employees or other authorised representatives of an Organisation who have individually registered with Quantemplate to obtain access to the Services;
"FSA"
means the Financial Services Authority of the United Kingdom, and any successor bodies;
"FSMA"
means the Financial Services and Markets Act 2000 (as amended);
"Individual Customer Account"
means an account with an individual identified by a unique email address by which communication between the Customer and Quantemplate will be made and from which access will be granted to the Quantemplate Website as a Customer User. Access by people with an Individual Customer Account is free of charge but subject to access and service limitations;
"Intellectual Property Rights"
means inventions, patents, trade marks, designs, design rights, copyright, database rights, trading or product names, trade secrets, confidential information or know-how and similar or equivalent rights, either registered, applied for or unregistered anywhere in the World;
"Organisation"
means a business entity, such as a public limited company, a limited liability company, a partnership or limited liability partnership, a governmental or quasi-governmental agency, authority or department, a corporation, or any similar entity in any relevant jurisdiction, with multiple users who satisfies at all times the continuing eligibility criteria set out in clause 2;
"Organisation Customer Account"
means an account with an Organisation identified by a business name or a related identity where access to the Quantemplate Website is granted to individual employees or other Customer Users by the Organisation Administrator;
"Quantemplate Website"
means the website at quantemplate.com with a secure Customer access portal to enable Customer Users to obtain access to the Services, other communications and notices from Quantemplate and to allow Customers to upload their own data for the purposes of storage, analysis and aggregation with other data;
"Relevant Regulator"
means the relevant regulator(s) or governmental body or bodies in the country in which the Customer resides or, as necessary, in the country or countries to which he intends to supply services or information of a regulated nature (including but not limited to the FSA in the case of the United Kingdom);
"Services"
means the provision of raw data streams , of aggregated or analysed data, of databases and other analysis of financial instruments, corporate organisations, enterprises management systems, risk analysis systems, information messaging systems and networks any other product or functionality available through the Quantemplate website.

Appendix B
Yodlee Customer Terms

These Yodlee Customer Terms apply in such instances where the Customer is utilizing Yodlee services. In the event of any conflict between these Yodlee Customer Terms and the Quantemplate Customer Terms and Conditions, the Quantemplate Customer Terms and Conditions shall take precedence.

Provide Accurate Information. You, the Customer, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

Proprietary Rights. You are permitted to use content delivered to you through the Quantemplate website and related services only on the Quantemplate website. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the Quantemplate website and related services technology, including but not limited to, any Java applets associated with the Quantemplate website and related services.

Content You Provide. You are licensing to Quantemplate and its service providers (each being a "Service Provider"), any information, data, passwords, materials or other content (collectively, "Content") you provide through or to the Quantemplate website or otherwise to Quantemplate. Quantemplate and the Service Provider may use, modify, display, distribute and create new material using such Content to provide services to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Quantemplate and the Service Provider may use the Content for the purposes set out above. As between Quantemplate and the Service Provider, Quantemplate owns your confidential account information.

Third Party Accounts. By using the Quantemplate website and related services, you authorize Quantemplate and the Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Quantemplate and the Service Provider a limited power of attorney, and you hereby appoint Quantemplate and the Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN QUANTEMPLATE OR THE SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, QUANTEMPLATE AND THE SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Quantemplate website and related services are not endorsed or sponsored by any third party account providers accessible through the Quantemplate website and related services.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE QUANTEMPLATE WEBSITE AND RELATED SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE QUANTEMPLATE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE QUANTEMPLATE WEBSITE AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QUANTEMPLATE AND THE QUANTEMPLATE WEBSITE AND RELATED SERVICES PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE QUANTEMPLATE WEBSITE AND RELATED SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE QUANTEMPLATE WEBSITE AND RELATED SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

QUANTEMPLATE AND THE SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE QUANTEMPLATE WEBSITE AND RELATED SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE QUANTEMPLATE WEBSITE AND RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE QUANTEMPLATE WEBSITE AND RELATED SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE QUANTEMPLATE WEBSITE AND RELATED SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE QUANTEMPLATE WEBSITE AND RELATED SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUANTEMPLATE OR THE SERVICE PROVIDER THROUGH OR FROM THE QUANTEMPLATE WEBSITE AND RELATED SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER QUANTEMPLATE OR THE SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF QUANTEMPLATE OR THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE QUANTEMPLATE WEBSITE AND RELATED SERVICES; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE QUANTEMPLATE WEBSITE AND RELATED SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE QUANTEMPLATE WEBSITE AND RELATED SERVICES; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE QUANTEMPLATE WEBSITE AND RELATED SERVICES.

Indemnification. You agree to protect and fully compensate Quantemplate and the Service Provider and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Quantemplate website and related services, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

You agree that the Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if the Service Provider were a party to this Agreement.