PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  The terms and conditions provided below are applicable to the Quartica website located at Quartica.com; all e-mail newsletters published or distributed by Quartica, Inc.; all apps published by Quartica; and all other interactive features and communications provided by Quartica (collectively, the “Services”), however accessed and/or used, that are operated by us, made available by us, or produced and maintained by Quartica, Inc. (collectively “Quartica” or “we”, “us”, or “our”) (“Website”). 

THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE AND SERVICES.  BY COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE AND/OR BY USING OUR WEBSITE OR SERVICES, YOU (“USER” OR “YOU”) ARE ACCEPTING THE PRACTICES DESCRIBED IN THESE TERMS OF SERVICE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE WEBSITE OR SERVICES, AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF SERVICE FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR WEBSITE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS OF SERVICE WILL APPLY RETROACTIVELY.  For certain of our Services, you will also be required to execute our subscription agreement, which will have its own terms and conditions that specifically apply to any subscription that you purchase.

This is a legal agreement between you and Quartica that states the material terms and conditions that govern your use of the Website and Services.  This agreement, together with all updates, supplements, additional terms, and all of Quartica’s rules and policies collectively constitute this “Agreement” between you and Quartica. BY ACCESSING THE WEBSITE OR USING OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE AND CONDITIONS OF USE STATED HEREIN, PLEASE IMMEDIATELY LEAVE THIS WEBSITE.

PLEASE BE AWARE THAT SECTION 18.1 OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.

1. 1. Website Access License; Update.  Quartica grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Website, the Services or the Content (defined in Section 2). This license does not include any resale or commercial use of the Website, the Services or the Content; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website, the Services or the Content; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Website and/or any portion of the Website, or the Services may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without Quartica’s express written consent. You will not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent.  Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website, the Services or any activities conducted as part of the Website or Services; or (iii) bypass any measures we may use to prevent or restrict access to the Website or Services. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. You understand that the Quartica Website, Services and Content are evolving.  As a result, Quartica may require you to accept updates to the Website, Services and Content that you have installed on your computer or mobile device. You acknowledge and agree that Quartica may update the Website, Services and Content with or without notifying you. You may need to update third-party software from time to time in order to use the Website, Services and Content.
   2. Copyright and Ownership. All of the content featured or displayed on the Website or in the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Quartica, its licensors, vendors, agents and/or its Content providers. All elements of the Website and the Services, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Website and the Services may only be used for the intended purpose for which such Website and Services are being made available. Except as permitted by copyright law, You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Website.  Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Website or in the Services. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website. The Website, the Services, its Content and all related rights shall remain the exclusive property of Quartica or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Website or the Services.
   3. Trademarks/No Endorsement. All trademarks, service marks and trade names of Quartica used herein (including but not limited to: Quartica name, Quartica corporate logo, the Website name, the Website design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of Quartica or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Quartica trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Website or in the Services, without Quartica’s prior written consent. You shall not use Quartica’s name or any language, pictures or symbols which could, in Quartica’s judgment, imply Quartica’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
   4. Solicited Submission Policy.  Where Quartica has specifically invited or requested submissions or comments, Quartica encourages you to submit content to Quartica that they have created for consideration in connection with the Website (“User Submissions”).  User Submissions remains the intellectual property of the individual user that submitted it. By posting content on our Website, you expressly grant Quartica a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and/or likeness as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. You acknowledge that Quartica has no obligation to pre-screen Content from You or other users, although Quartica reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring. In the event that Quartica pre-screens, refuses or removes any Content, you acknowledge that Quartica will do so for Quartica’s benefit, not yours.  Without limiting the foregoing, Quartica shall have the right to remove any Content that violates these Terms of Service or is otherwise objectionable. Any such User Submissions are deemed non-confidential and Quartica shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission.  You agree that your submission of any ideas, suggestions, documents, and/or proposals to Quartica through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Quartica has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Quartica a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website and Services.
   5. Advertising Rights.  Quartica reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your creative submission, and Quartica and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Quartica to sell, license or offer to sell or license any advertising, promotion or distribution rights.
   6. Third Party Links. From time to time, the Website may contain links to websites that are not owned, operated or controlled by Quartica or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Website. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other web site. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other web sites, or any content, materials or other information located or accessible from any other web sites, or the results that you may obtain from using any other web sites. If you decide to access any other web sites linked to or from this Website, you do so entirely at your own risk.
   7. Inappropriate Material. You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or the rules in our commenting FAQs linked to here, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from leaving comments or participating in our forums and communities and/or the immediate removal of the related materials from the Website at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
   8. Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Website; or (iii) bypass any measures we may use to prevent or restrict access to the Website.
   9. Right to Takedown Content.  Except as disclosed in our Privacy Policy, we will not monitor, edit, or disclose the contents of a user’s e-mail unless required in the course of normal maintenance of the Website and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on Quartica or the Website; (2) protect and defend the rights or property of Quartica, the Website, or the users of the Website; or (3) act in an emergency to protect the personal safety of our guests, the Website, or the public. Users shall remain solely responsible for the content of their messages and Quartica shall have no obligation to prescreen any such content. However, we shall have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Website at any time without notice. Without limiting the foregoing, we shall have the right to remove any material that we find to be in violation of the provisions hereof or otherwise objectionable, and the additional right to deny any user who fails to conform to any provision of these Terms of Service access to the Website.
   10. Representations and Warranties.  You represent that You are over the age of 18, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Website is and will be in compliance with all applicable laws.  You have read, understood, agree with, and will abide by the terms of this agreement.
   11. DISCLAIMERS. YOUR USE OF THE WEBSITE AND THE SERVICES ARE AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER QUARTICA, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE, AND NEITHER QUARTICA, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QUARTICA OR THROUGH THE WEBSITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
   12. LIMITATIONS OF LIABILITY. QUARTICA DOES NOT ASSUME ANY RESPONSIBILITY, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS WEBSITE OR USING THE SERVICES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THIS WEBSITE. IN NO EVENT WILL QUARTICA, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ANY MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE AND SERVICES. IN NO EVENT SHALL QUARTICA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR SUBSCRIBED BY YOU ON THE WEBSITE.
   13. Indemnity. You agree to defend, indemnify and hold Quartica and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Website, the Services or the internet or your placement or transmission of any message or information on this Website by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to Quartica; or (vi) any other party’s access and use of the Website with your unique username, password or other appropriate security code.
   14. Release. In the event that you have a dispute with one or more other users of the Website, you release Quartica (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
   15. Termination. You or we may suspend or terminate your account or your use of this Website or access to the Services, at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to our Website and/or the Services in the event that (a) you breach these Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
   16. Force Majeure. Neither Quartica nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
   17. Privacy.  Quartica’s data collection and use practices, including data collection and use of personally identifiable information can be found in Quartica’s Privacy Policy.
   18. Dispute Resolution.  PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY.  It requires you to arbitrate disputes with Quartica and limits the manner in which you can seek relief from us.
       • Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services or to any aspect of your relationship with Quartica, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, and (2) you or Quartica may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.
       • Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, National Registered Agents, Inc. 155 Federal Street; Suite 700, Boston, MA 02110.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Quartica will pay them for you.  In addition, Quartica will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
       • Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Quartica. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.
       • Waiver of Jury Trial.  YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Quartica are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1(a) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would.   However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
       • Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Massachusetts. All other claims shall be arbitrated.
       • 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to privacy@quartica.com within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Quartica username (if any), the email address you used to set up your Quartica account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
       • Severability. Except as provided in subsection 18.1(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
       • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Quartica.
       • Modification.  Notwithstanding any provision in these Terms to the contrary, we agree that if Quartica makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Quartica to privacy@quartica.com.
   19. General. Any claim relating to, and the use of, this Website, the Services and the materials contained herein is governed by the laws of the Commonwealth of Massachusetts. You consent to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts. A printed version of these Terms of Service will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  We do not guarantee continuous, uninterrupted or secure access to our Website or the Services, and operation of the Website may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by Quartica in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. All sections which by their context ought to survive this agreement shall survive any termination or expiration of this Agreement.
   20. Entire Agreement. These terms and conditions are the entire agreement between the user and Quartica and supersede any prior understandings or agreements (written or oral).
   21. Additional Assistance. If you do not understand any of the foregoing Terms of Service or if you have any questions or comments, we invite you to contact our Customer Service Department by email at support@quartica.com.
   22. Copyright Notice. All Website design, graphics, text selections, arrangements, and all software are Copyright © 2019, Quartica, Inc. or its licensors.  ALL RIGHTS RESERVED.

Last Changes to Terms of Service: February 15, 2019

Quartica Privacy Policy

Your privacy is important to Quartica, Inc. (“Quartica”).  The https://quartica.com/ site as defined in the Quartica Terms of Use (the “Site”) is owned and operated by Quartica.  BY USING THE SITE, YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THIS PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SITE.  Please carefully read this Privacy Policy as it may have changed since your last visit to the Site.  Continued use of the Site indicates your understanding and acceptance of any changes made to this Privacy Policy and posted to the Site.  Capitalized terms not defined in this Privacy Policy shall have the meanings set forth in the Quartica Terms of Use.  This Privacy Policy does not cover the privacy practices of any third party websites to which the Site may link.

This Privacy Policy describes the information practices for Quartica and the Site, including what type of information is gathered and tracked, how the information is used, and with whom the information is shared. As described below, this statement applies to your interactions with the Site when you enter into the Terms of Use for a Quartica offering or provide information to Quartica.

What Information Quartica Collects:

This Privacy Policy applies to all information collected by or submitted to Quartica (or carefully selected third parties acting on our behalf), including your personal information (“Personal Information”). Personal Information refers to information that identifies you directly, or can be used to identify you, such as your name, business affiliation, postal address, country of residence, telephone number, e-mail address, age, and gender, and, where provided for under applicable law, any data about your use of the Site or your device that may be collected automatically, including through the use of cookies, web beacons and other tracking technologies. For instance, we may collect information about what type of Web browser you use, and what pages of the Site you visit to understand how the Site is being used.  You have the right to request that the Site deletes your personal information.

Quartica may collect your Personal Information when:

• you submit questions or comments to Quartica;
• you request content or functionality, or other information or materials;
• you request a demonstration;
• you post content through our services;
• you provide Feedback on tool development;
• you communicate with us through third party platforms;
• you register for webcasts, seminars, courses, or other events;
• you participate in surveys and evaluations;
• you request customer support;
• you request a short phone interview; or
• you submit any such information to Quartica.

The types of Personal Information collected may include (but are not limited to):

• your first name (or initial) and last name;
• your home, billing, or other physical address (including street name, city/town, state/province, postal code; and country of origin);
• your age;
• your gender;
• your e-mail address;
• your telephone number;
• Investigator/clinical site name and contact information;
• information and products considered, accepted, rejected and other use data; and
• any other identifier that permits Quartica to make physical or online contact with you.

How does Quartica use your information: 

Quartica collects and uses your information, including your Personal Information, to operate and improve the Site and deliver its offerings or carry out the transactions you have requested. These uses may include providing you with more effective customer service; making the offerings easier to use by eliminating the need for you to repeatedly enter the same information; performing research and analysis aimed at improving our products, offerings, and technologies; monitoring and analyzing trends, usage, and activities in connection with our services; and displaying content and advertising that are customized to your interests and preferences.

We also use your Personal Information to communicate with you. We may send certain mandatory service communications such as welcome letters, information updates, information on technical service issues, billing information, security announcements and clinical trial notifications. We may also contact you to inform you of other offerings available from Quartica and its affiliates.

We also use your Personal Information to debug to identify and repair errors in our services; comply with our legal and financial obligations; and carry out any other purpose described to you at the time the information was collected.

We may also use, disclose and otherwise process anonymized information that cannot reasonably be used to identify you for our own legitimate business purposes, including historical and statistical analysis and business planning.

Sharing of Your Personal Information: 

Quartica will not sell, rent, or lease your information, including your Personal Information, to others. Quartica shares Personal Information with companies working on our behalf. Except as described in this statement, we will not disclose your Personal Information to third parties for their own marketing purposes unless you have provided consent.

Some Quartica services may be co-branded and offered in conjunction with another company. If you register for or use such services, both Quartica and the other company may receive information collected as part of the co-branded services. If so, the privacy policy of such other company shall apply to their use of this information.

In some cases, Quartica uses contractors to collect, use, analyze, and otherwise process information, including Personal Information, on its behalf. It is Quartica’s practice to require such contractors to handle information in a manner consistent with this Privacy Policy. Quartica may also team up with carefully selected Quartica partners to participate in limited marketing campaigns solely to promote Quartica offerings, or the partner’s products and services, to you. You may opt-out of receiving these marketing messages at any time by following the instructions in the e-mail message.

If you request something from the Site (for example, product or content data, a service, a notification, a callback, or specific marketing materials), we will use the information you provide to fulfill your request or inquiry. To help us do this, we may share information with others, such as the Site’s business partners, including but not limited to its data storage and hosting service providers, software providers, online digital marketing companies, customer relationship management platforms, its financial institutions, and postal or government authorities involved in fulfillment. As part of a transaction, we may also contact you as part of our customer satisfaction surveys, user Feedback, or for market research purposes.

We occasionally hire other companies to provide limited services on our behalf, such as handling the processing and delivery of mailings, providing customer support, hosting websites, processing transactions, or performing statistical analysis of our offerings. Such companies will be permitted to obtain only the personal information they need to deliver the service. They are required to maintain the confidentiality of the information and are prohibited from using it for any other purpose.

We may access or disclose your information, including your Personal Information, if we believe such action is necessary to: (a) comply with the law or legal process served on the Site or Quartica; (b) protect and defend the rights or property of the Site or Quartica (including the enforcement of our agreements); or (c) act in urgent circumstances to protect the personal safety of users of the Site of offerings or members of the public.

We share Personal Information with your consent or at your direction. We may also share anonymized information that cannot reasonably be used to identify you. 

Your Choices: 

Quartica provides a number of ways for you to “opt-out” of receiving additional information from us or having us provide your personal information to our partners. We may offer you these choices at the time you give us your Personal Information.

If you do not wish to continue receiving certain marketing materials (e.g., e-mail messages), you can opt-out of receiving these materials by following the unsubscribe instructions provided in the materials. This option does not apply to communications primarily for the purpose of administering orders, contracts, support, product safety warnings, software updates, or other administrative and transactional notices.

How to Update Your Information: 

Here are some ways you can modify the contact information that you have provided to us:

• Email: Should your email address change, simply follow the Update Profile link at the end of any marketing email you receive.
• Other Personal Information: you may update your telephone number or mailing address with us by including such updated information in either the Contact Us portion of the Site or in the area of the Site that requires you to register your account.

Safeguarding Your Personal Information: 

In order to protect your information, including your Personal Information, from improper disclosure, Quartica uses commercially reasonable efforts to maintain a secure operating environment to protect any information we collect. We use the most accurate and current information you provide in order to process your request. Once received, we limit access of your information to only those employees with a legitimate business need to review them. Furthermore, whenever you transmit Personal Information to us through our website, we provide you access to a third party server that allows encryption across the Internet. Browsers offer varying degrees of security, particularly in regard to encryption. Even the same version of a browser can come with different levels of encryption. For your protection, make sure your browser is set and configured to support Secure Socket Layer (SSL) 2.0/3.0 and employs 128-bit encryption. All acceptable browsers do provide detailed information on security levels in “Properties” or “Document Information” from the browser’s menu bar. See your browser’s “Help” tab or documentation for more information. Finally, unless required for legal, regulatory or compliance obligations, we take care to dispose of your information properly so that third parties will not be able to access it. This includes destroying, erasing, or making unreadable the information. While we are committed to protecting your privacy, please be aware that no transaction over the Internet can be completely secure.

Enforcement: 

Quartica regularly reviews its compliance with this Privacy Policy. Please feel free to direct any questions or concerns regarding this statement or Site treatment of personal information by contacting us at the link or address indicated below.

Cookies and Browser Information: 

Quartica uses cookies for a variety of purposes. Cookies are small text files that a website sends to a Web browser, which are stored on the site visitor’s computer. Cookies are commonly used to track Web activity and provide an enhanced experience when using the internet. We use cookies to help us better understand website usage in the aggregate so that we know what areas of the Site users prefer. If you simply want to browse, you do not have to accept cookies from the Site. Most browsers are defaulted to accept and maintain cookies. If you do not want websites to be able to use cookies, you can alter the configuration of your browser to not accept cookies.  Unless you have adjusted your browser settings so that it will refuse cookies, our system will issue cookies when you direct your browser to our Site. Third party vendors, including Google, may use cookies to serve ads to you while you are using the Site based on your prior visits.  You may opt out of Google’s use of cookies by visiting the Google advertising opt-out page. Should you decide, however, that you would like to participate in focus groups with Quartica and you have modified your browser settings not to accept cookies, you will need to re-set your browser to accept the cookies that we send it. Otherwise, you may not be able to participate.

With or without cookies, our website keeps track of usage data, such as the source address from which a page request originates (i.e., your IP address, domain name), date and time of the page request, the referring website (if any), and other parameters in the URL (e.g., search criteria). We use this data to better understand website usage in the aggregate so that we know what areas of our website users prefer (e.g., based on the number of visits to those areas). This information is stored in log files and is used for aggregated and statistical reporting.

Links to Other Sites: 

The Site may provide links to third-party websites, such as those of our business partners, such as its data storage and hosting service providers, software providers, online digital marketing companies, customer relationship management platforms, payment processors, and online advertisers. You should review their privacy policies to learn more about what, why, and how they collect and use Personal Information.

For Questions or Concerns:

If you have questions or concerns regarding this statement, you should first contact privacy@quartica.com. Quartica can be reached by mail at:

Quartica, Inc.

198 Tremont Street, Suite 400

Boston, MA 02116

Changes to the Quartica Privacy Policy: 

Quartica reserves the right to change this policy from time to time. If we do make changes, the revised Privacy Policy will be posted on the Site.

NOTICE TO CHILDREN UNDER THE AGE OF 18 AND THEIR PARENTS OR LEGAL GUARDIANS: 

THE QUARTICA SITE IS INTENDED FOR ADULTS. WE DO NOT KNOWINGLY OR INTENTIONALLY COLLECT PERSONAL INFORMATION FROM ANYONE UNDER THE AGE OF 18. IF YOU ARE UNDER THE AGE OF 18, PLEASE DO NOT PROVIDE ANY PERSONAL INFORMATION TO QUARTICA. IF YOU KNOW OF ANYONE UNDER THE AGE OF 18 WHO HAS PROVIDED US WITH INFORMATION, PLEASE CONTACT US IMMEDIATELY AND WE WILL REMOVE THE INFORMATION.

SPECIFIC PROVISIONS FOR CALIFORNIA RESIDENTS

This section of the Privacy Policy applies only to individuals who reside in California. The California Consumer Privacy Act of 2018 (“CCPA”) provides additional rights to know, delete and opt out, and requires businesses collecting or disclosing Personal Information to provide notices and means to exercise rights.

California Notice of Collection

In the past 12 months, we or our service providers have collected the following categories of information enumerated in the CCPA in connection with the Site:

• First and last name, home, billing or other physical address (including street name, city/town, state/province, postal code, and country of origin), e-mail address, and telephone number, to the extent you are interacting with our Site;
• Information, services and products considered, accepted, rejected and other use data;
• any other identifier that permits Quartica to make physical or online contact with you;
• internet activity, including history of visiting and interacting with our Site, browser type, browser language and other information collected automatically; and
• any other information you have chosen to provide to us through the Site.

For more information on information we collect, including the sources we receive information from, review the sections above titled “Quartica may collect your Personal Information when,” “The types of Personal Information collected may include (but are not limited to)” and “Cookies and Browser Information.” We collect and use these categories of Personal Information for the business purposes described in the “How does Quartica use your information” section, including to provide, manage and improve our Site. Quartica does not generally sell information as the term “sell” is traditionally understood. However, to the extent “sale” under the CCPA would be interpreted to include any of the activities described in the “Sharing of Your Personal Information” section, we will comply with applicable law as to such activity.

Right to Know and Delete

If you are a California resident, you have the right to delete Personal Information we have collected about you and you have the right to know certain information about our data practices in the preceding 12 months. In particular, you have the right to request the following:

• categories of Personal Information we have collected about you;
• categories of sources from which the Personal Information was collected;
• categories of Personal Information about you we disclosed for a business purpose or sold;
• categories of third parties to whom the Personal Information was sold or disclosed for a business purpose;
• business or commercial purpose for collecting or selling the Personal Information; and
• specific pieces of Personal Information we have collected about you.

To exercise any of these rights, please submit a request to us by completing the request form found here. In the request, please specify which right you are seeking to exercise and the scope of the request. We will confirm receipt of your request within ten (10) days. We may require specific information from you to help us verify your identity and process your request. Please note that, in many instances, Quartica does not collect types of Personal Information that enable us to identify you. As such, if we do not have information that permits us to verify your identity, we may deny your requests to know or delete. A request for access can be made by you only twice within a 12 month period.

Right to Opt Out

Under the CCPA, you have the right to opt out of the sale of your Personal Information to third parties at any time. Quartica does not “sell” your Personal Information as it is currently defined under the CCPA. You may contact us by emailing us at privacy@quartica.com if you have any questions or concerns.

Authorized Agent

You can designate an authorized agent to submit requests on your behalf. However, we will require written proof of the agent’s permission to do so and verify your identity directly.

Right to Non-Discrimination

You have the right not to receive discriminatory treatment by us for the exercise of any your rights.

California Do-Not-Track Notice

We do not track our Site users over time and across third party websites and therefore do not respond to Do Not Track (DNT) signals.

ADDITIONAL INFORMATION FOR USERS IN THE EUROPEAN ECONOMIC AREA AND IN THE UNITED KINGDOM

Quartica is headquartered in the United States. Our services are controlled and operated by us from the United States and are not intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United States. We may also share your Personal Information with our affiliates in the United States and other countries for purposes consistent with this Privacy Policy and based on our legitimate interest. Your Personal Information may be processed in any country where we have affiliates or in which we engage service providers, and by using our services, or otherwise interacting with us, you consent to the transfer of Personal Information to countries outside of your country of residence, including the United States. Therefore, we and our service providers may transfer your Personal Information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. We will take appropriate steps to ensure that your Personal Information receives an adequate level of protection in the jurisdictions in which we process it. In certain circumstances, courts, regulatory agencies, law enforcement agencies, or security authorities in those other countries may be entitled to access your Personal Information.

Quartica is aware of the July 16, 2020 ruling by the European Court of Justice invalidating the EU-US Privacy Shield Framework. Accordingly, Quartica will take adequate measures designed to protect the transfer of Personal Information of individuals in the European Economic Area (EU Member States, Iceland, Liechtenstein and Norway) (“EEA”), such as relying on the European Commission-approved Standard Contractual Clauses (“SCCs”) as a legal mechanism for such transfer, or other adequate transfer mechanism as required under relevant data protection laws, as well as additional safeguards, where appropriate. A copy of these clauses may be obtained by contacting us at the email address listed below. For transfers to or from the United Kingdom (“UK”), we make use of the SCCs, as adapted for the UK.

For those who use our services, Quartica processes Personal Information as a processor under the direction of our customers. Our customers, as data controllers, are responsible for complying with any regulations or laws that require providing notice, disclosure, and/or obtaining consent prior to collecting their customers’ Personal Information. For individuals located in the EEA or the UK, the term “Personal Information,” as used in this Privacy Policy, is equivalent to “personal data” under applicable European and UK data protection legislation.

If you are located in the EEA, the UK, or Switzerland, you have certain rights and protections under applicable law regarding the processing of your Personal Information, as defined by the General Data Protection Regulation (“GDPR”), and this section applies to you.

Legal Basis for Processing

When we process your Personal Information, we will do so in reliance on the following lawful bases:

• To perform our responsibilities under our contract with you (e.g., providing the products and services you requested).
• When we have a legitimate interest in processing your Personal Information to operate our business or protect our interests (e.g., to provide, maintain, and improve our products and services, conduct data analytics, and communicate with you).
• To comply with our legal obligations (e.g., to maintain a record of your consents and track those who have opted out of non-administrative communications).
• When we have your consent to do so (e.g., when you opt in to receive non-administrative communications from us). When consent is the legal basis for our processing your Personal Information, you may withdraw such consent at any time.

Data Retention

We store Personal Information associated with your account for as long as your account remains active. If you close your account, we will delete your account data within 30 days, unless reasonably necessary to comply with our legal, regulatory, or other compliance obligations. We store other data for as long as necessary to carry out the purposes for which we originally collected it and for other legitimate business purposes, including to meet our legal, regulatory, or other compliance obligations.

Your Rights

For users in the European Union, according to the GDPR, you have the following statutory rights:

• Information. At the point where Personal Information is collected from the data subject, as defined by the GDPR, or obtained from another source, there is a requirement to inform the data subject about Quartica’s use of that Personal Information and the rights of data subjects over it. Compliance with this right is provided within this Privacy Policy.
• Access. You have the right to obtain confirmation as to whether or not Personal Information concerning you is being processed, and, where that is the case, all necessary information to make the process transparent. You also have the right to obtain a copy of your Personal Information being processed.
• Rectification. You have the right to require rectification of inaccurate data about you.
• Erasure. You have the right to ask for the deletion of your data in certain circumstances.
• Restrict processing. You have the right to restrict processing of data under certain specified circumstances.
• Data portability. You have the right to request for the receipt or the transfer to another organization, in a machine-readable form, of your Personal Information.
• Object to processing. You have the right to ask us to stop using all or some of your Personal Information under certain specified circumstances.
• Right to withdraw consent. When you have given your explicit consent for the processing of your data, you can withdraw it at any time without justification. The withdrawal of consent will not affect the lawfulness of processing based on consent before its withdrawal.

If would like to exercise your rights, please let us know by sending an email at privacy@quartica.com.

You also have the right to lodge a complaint with your local Data Protection Authority or to the Data Protection Authority where the alleged infringement took place.

Last Modified: December 31, 2021