QQ has developed and owns an online software program (the “QQ Application”) that provides easy-to-use, accurate, automated and up-to-date quotes for automotive-related tire and rim parts.
By using the Website, the Software, and/or the Services, you certify that: you are of the age of majority in your jurisdiction of residence; and any information you provide to us is and will be true, accurate, current, and complete.
By browsing the Website and/or using the Software and Services, you confirm that you have carefully read and understand these Terms and Conditions and that you consent to, and agree to be bound by, the Terms and Conditions. These Terms and Conditions may be modified from time to time by QQ at its sole discretion and without needing to inform any Client of the modifications. It is the Client’s responsibility to review these Terms and Conditions from time to time in order to remain informed of their content. If you do not agree to these Terms and Conditions, or any future amendments, your sole recourse is to immediately cease use of the Website, the Software, and/or the Services.
When a person of company (a “Client”) and QQuote, QuickQuotes, Inc. (“QQ”) (each a “Party” and together the “Parties”) enter into a license agreement (the “Agreement” or “License”) for the Client’s use of the QQ Application, in addition to the Agreement that the Parties enter into, these Terms and Conditions (the “Terms and Conditions”) will also govern QQ’s Services and the Client’s relationship with QQ.
1. Proprietary Rights.
(a) License Not A Sale. The Agreement is a license and does not constitute a sale of, nor does it pass to Client any title to or any proprietary rights in, the QQ Application or any Works (including QQ Reports) created by QQ using the QQ Application. All such rights remain with QQ. The client will not acquire any right or interest in the QQ Application as a result of any changes, modifications or additions to the QQ Application, whether made by QQ or the Client. QQ will retain all ownership of any changes or modifications made to the QQ Application.
(b) Third-Party IP and QQ IP. To the extent necessary for Client to receive and use the Services, QQ grants Client a non-exclusive license to use the QQ Application and any third party Intellectual Property embedded in, or integral to, the QQ Application. QQ also grants Client a non-exclusive license to use the QQ Trademarks (alongside the Client’s Trademarks) on its website and materials, but only as required to identify the QQ Application. Neither Party will in any way tarnish the other’s brand, including by way of any deceptive, misleading, immoral or unethical practices that might negatively impact that Party’s brand.
(c) Rights to Data. The Client will own all Client Data. Client grants to QQ a license to use the Client Data to manage the QQ Application for the benefit of the Client and for the improvement of the QQ Application.
2. Use of Subcontractors and Support.
In order to provide Client with the Services, QQ may delegate to third party subcontractors any professional services and training under the Agreement. QQ’s subcontractors will comply with the same terms and conditions applicable to QQ under the Agreement. QQ will be the Client’s sole point of contact regarding the provisions of Services under the Agreement. QQ will not disclose Client Confidential Information to a subcontractor except as permitted under the Agreement and as necessary for the subcontractor to perform the Services.
3. Confidential Information.
QQ and Client each acknowledge that they may receive or have access to information about the other Party and its clients, which that other Party considers confidential. “Confidential Information” will mean all information made available by one Party to the other that is either marked confidential, indicated to be confidential, or ought reasonably to be considered confidential, and that is not generally known to the public or other third parties who could derive economic value for its use or disclosure. “Confidential Information” will include the following: (i) marketing, sales, and advertising information such as lists of actual or potential customers; customer preference data; marketing and sales techniques and strategies; merchandising systems and plans; confidential customer information including Client Data; identification of key purchasing personnel; account status, needs and ability to pay; business plans; product development and delivery schedules; market research and forecasts; pricing strategies; specific advertising programs and strategies, and the success or lack of success of those programs and strategies; (ii) financial information such as product costs; supplier and service provider information; overhead costs; profit margins; banking and financing information; and pricing policy practices; (iii) technical information such as product specifications, designs, new products and training methods; and (iv) information disclosed to a party as part of a training process. The terms and conditions of the Agreement, the particulars of the QQ Application (including how it works and what it does), and all QQ Reports are Confidential Information of QQ. Each Party will use commercially reasonable efforts to prevent disclosure of any Confidential Information to those who do not have a right to see it.
4.Personal Information; Consent to Disclose
By using our Services, and the Software, and voluntarily submitting your Personal Information (as defined in the Company’s Privacy Policy), you consent to the Company storing, including locally, remotely, or in a distributed fashion, the Personal Information that you have provided. For the purposes of these Terms and Conditions, “your Personal Information” shall include the Personal Information of your clients, and for which you hereby represent and warrant that you have full authority and right to disclose in this manner.
You hereby authorize the Company to use, collect, or disclose any Personal Information provided by you in accordance with the Company’s Privacy Policy to the extent necessary to provide the Services, including, without limitation, services in connection with the Software. The Company may use one or more third-party service providers to transmit, process and/or store your Personal Information and you hereby agree to such collection, use and disclosure.
In addition to any obligations and requirements under applicable privacy laws and regulations, in the event that you are disclosing the Personal Information of your clients, you shall be solely responsible for providing your clients with all necessary notices or obtaining all such necessary consents (collectively, “Privacy Notices”) to permit yourself and the Company to collect, use, and disclose all the submitted Personal Information in connection with the Services, including, without limitation, the Software.
5. No Representations and Warranties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, QQ MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE QQ APPLICATION, OR ANY DOCUMENTATION, SERVICES, ADVICE, ASSISTANCE, OR MATERIALS SUPPLIED OR PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE QQ APPLICATION COMPLIES WITH ANY STATE, PROVINCIAL, FEDERAL OR LOCAL LAW OR REGULATION, AND QQ HEREBY DISCLAIMS THE SAME.
6. Your Obligations
In connection with your use of our Website and Services, you shall not knowingly (after taking commercially reasonable precautions) access, store, distribute or transmit any viruses or any material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property.
7. No Reverse Engineering
Client agrees that it will not derive source code from any of the QQ Application, its object code, or from other information made available by QQ. Any attempt to do so will be a breach of this Agreement and any agreement that it is a part of, and will immediately entitle QQ to any remedies that may exist at law or equity.
8.Limitation of Liability, Assumption of Risk
EXCEPT FOR DAMAGES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 1(B) OR A CONFIDENTIALITY PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS), FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF THE OTHER PARTY’S OR THIRD PARTY MATERIALS OR FACILITIES, INCLUDING COMPUTER RESOURCES AND ANY STORED DATA, ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, THE OTHER PARTY’S MATERIALS, OR ANY DAMAGES WHATSOEVER RELATING TO INTERRUPTION, DELAYS, ERRORS OR OMISSIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) QQ WILL BEAR NO LIABILITY WHATSOEVER FOR ANY DAMAGES WHATSOEVER ARISING FROM CLIENT’S RELATIONSHIP WITH THIRD PARTY PROVIDERS
(c) FURTHER, QQ’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIM WHATSOEVER, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), AND CLIENT’S SOLE REMEDY FOR ANY SUCH CLAIMS, WILL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF YEARLY FEES ACTUALLY PAID TO QQ UNDER THIS AGREEMENT.
d) You understand that providing any information, including any Personal Information, over the Internet poses significant risks and you hereby agree that you assume any and all such risks that may arise from your use of the Website and/or Services. You understand that, while the Company takes reasonable steps to ensure the security of your information, we cannot guarantee the security of your Personal Information. THE COMPANY EXPRESSLY PROVIDES THAT IT IS NOT LIABLE FOR ANY BREACH IN SECURITY THAT RELATES IN ANY WAY TO ANY PORTION OF YOUR INFORMATION. THE COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR ANY ACTION THAT ANY THIRD PARTY TAKES WITH REGARD TO ANY PORTION OF YOUR INFORMATION THAT IS PROVIDED TO THAT THIRD PARTY.
9.Indemnification
(a) QQ will indemnify, defend and hold harmless Client from and against any claims, liabilities, suits and/or proceedings (each a “Claim”) made or brought by any third party against the Client to the extent that such Claim is based on a Claim that (a) the QQ Application and/or Services violate the Intellectual Property rights of that third party, (b) QQ has breached any provision of the Agreement, or (c) QQ has violated domestic privacy laws or electronic data security laws. If the QQ Application becomes subject to any such Claim, in an effort to avoid the Claim or minimize damages, Client agrees to allow QQ to, (i) obtain the right for Client to continue using the QQ Application; (ii) replace the QQ Application with an equivalent or better product, or (iii) modify the QQ Application to make it non-infringing. If none of these alternatives is practicable, Client may be required to (i) stop using the QQ Application.
(b) Client acknowledges that QQ has no control over how the Client uses the QQ Application and that QQ has no responsibility to Client in the event of any unauthorized use by Client. Client also acknowledges that QQ has no control over, and owes no duty of care to the Client’s customers resulting from, the Client’s ordering of tires and their installation by the Client’s technicians. Client will indemnify, defend and hold harmless QQ from any and all claims, loss or damage arising out of (a) the Client’s use of the QQ Application in a manner not authorized by the Agreement, (b) a breach by the Client of any provision of the Agreement, (c) any sale by the Client of wrong tires or rims to its customers; (d) any damage to customer vehicles or injury/death of a Client’s customer resulting from the Client’s installation of tires, rims or accessories on its customers’ vehicles; or (e) any liability arising from the Client’s misuse or tarnishing of the QQ brand.
10.Dispute Resolution and Continued Performance.
QQ and the Client will use their best efforts to settle in a fair and reasonable manner any dispute arising in connection with this Agreement. If the dispute can’t be settled by the Parties between themselves, it will be first submitted to mediation by a mediator chosen by the Parties. If mediation doesn’t resolve the dispute within thirty (30) days, the dispute will be submitted to arbitration in front of a panel of three arbitrators in Toronto, Ontario, chosen under the Arbitrations Act (Ontario). Except as otherwise directed by the other Party, each Party will continue performing its obligations under the Agreement while a dispute is being resolved except to the extent the issue in dispute doesn’t allow for performance, and without limiting either Party’s right to terminate the Agreement as provided in this Agreement.
11.Force Majeure.
QQ will have no obligation to provide Services to the extent and for the period that it is prevented from doing so by reason of any cause beyond its control, including for example on account of the failure of any third-party telecommunications carrier, power outages and cybercrime.
12.Governing Law
By visiting the Website, you agree that the Terms and Conditions shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of laws principles, and you agree to be bound by the laws of these jurisdictions, regardless of your place of residence. Except as otherwise agreed by the parties or as otherwise described in the arbitration option below, any such dispute shall be brought in a court of competent jurisdiction in the province of Ontario, regardless of your residence. You hereby consent to the exclusive jurisdiction of such court. You agree to adhere to all Federal, provincial, or local laws applicable to all interactions with which you engage in any relation to the Website and/or the Services.
13.Definitions.
The following terms are used in the Agreement and these Terms and Conditions and have the following meanings:
“Agreement” means the main Agreement entered into by the Parties, including any Appendixes and also including these Terms and Conditions.
“Affiliate” means in the case of a company, another company if one of them is the subsidiary of the other or both are subsidiaries of the same company or each of them is controlled by the same person.
“Client Data” means any data pertaining specifically to the Client and/or its (potential) customers and created by virtue of the Client’s use of the QQ Application.
“Documentation” means any operator’s and user’s manuals, technical design or functional specifications, requirements documents, and other materials related to the QQ Application and provided to the Client under the Agreement.
“Intellectual Property” means any tangible or intangible work, invention, test, research, improvement, specification, document, discovery, process, writing, design, model, drawing, photograph, report, flow chart, diagram, formula, pattern, device, compilation, database, or computer program, that is conceived of, prepared, procured, generated, or produced, whether or not reduced to practice. “Intellectual Property” includes all: (a) rights associated with works of authorship (“Works”) including copyrights, moral rights of an author of a copyrightable work, and mask-work rights; (b) trademarks, service marks, logos, trade dress, trade names, whether or not registered (“Trademarks”), and the goodwill associated therewith; (c) rights relating to know-how or trade secrets, including ideas, concepts, methods, techniques, and inventions (whether or not developed or reduced to practice); (d) patents, designs, algorithms, and other industrial property rights; and (e) other intellectual and industrial property rights of every kind and nature, however, designated, whether arising by operation of law, contract, license, or otherwise.
“QQ Application” is the software system developed by QQ that provides easy-to-use, accurate, automated and up-to-date quotes for automotive tires and rims.
“QQ Reports” are the performance-related reports prepared by QQ using Client and/or (potential) customer information, and using statistics and manufacturer data (e.g., tire/wheel sales by date, make, model, year and VIN; cost and sales trends, etc.).
“Services” means the professional services, training, and software maintenance in regards to the QQ Application to the extent these services are provided under this Agreement and will include: setup and implementation of the QQ Application; training session; QQ Application maintenance and upgrades; telephone assistance for Clients with questions relating to the general operation of the QQ Application or any functionality problems experienced by Clients. Any services above and beyond these Services will be “Additional Services”.
“User” means an employee or contractor of the Client who has been authorized by the Client to use the QQ Application.
14. Entire Agreement
These Terms and Conditions, the Privacy Policy, and any other agreements incorporated by reference herein constitute the entire and exclusive agreement between the Company and you in connection with your use of the Services, the Website, the Software or the Website’s content.
All content of this website is copyrighted. © 2018 QuickQuotes.io Inc.?The Company reserves all rights with regard to all any and all intellectual property on the Website or in the contents thereof, including copyrights and trademarks under common law or otherwise.