Terms of Service
Last updated: 05/02/2024
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AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and QT Sense ("Company", “we”, “us”, or “our”), concerning your access to and use of the www.qtsense.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
All trademarks, logos and brand names are the property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Use the Site to advertise or offer to sell goods and services.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Suffolk, New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Suffolk, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $5,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: info@qtsense.com
Last updated: 05/02/2024
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ACCEPTANCE OF TERMS
These Terms and Conditions govern any Quotation, Acknowledgment, Invoice and any agreement, order or sale that may result here from and any contract is expressly limited to and made conditional upon these Terms and Conditions becoming part of the Agreement between the Buyer and the Seller. Any of the Buyer’s terms in addition to or different from those contained herein, whether contained in a Request for Quotation, Purchase Order, or other document, are hereby objected to and shall be of no effect. Any Quotation offered or submitted by the Seller is not a firm offer and may be changed or revoked at any time. Acceptance of any offer made by the Seller is expressly limited to the exact terms contained in the offer and any attempt to alter or omit any such terms shall be ineffective.
Requirements.
Seller and Buyer shall sign a technical document which shall specify, among other things, the deliverables (each a “Deliverable”), acceptance criteria (“Acceptance Criteria”), and, if applicable, milestones and key design assumptions (“Key Assumptions”) for each Deliverable. Any other Products purchased in conjunction with Deliverables shall be provided in accordance with manufacturer’s published specifications.
B. Requests for changes in the Deliverables or Acceptance Criteria or notification of changes in Key Assumptions shall be submitted in writing (each, a “Change Order”) setting forth in reasonable detail the description and reasons for the change. As soon as reasonably practical, Seller shall access whether the changes set forth in the Change Order will have an impact on the project schedule, scope of work or price. Seller shall notify Buyer in writing accordingly and shall issue a quotation for the revised scope of work, if applicable. If Buyer agrees to proceed with the project based on the revised scope of work, both Parties shall sign the Change Order which will be incorporated into this agreement and Buyer shall issue a revised purchase order for the amount quoted by Seller.
Factory Acceptance Testing.
Seller shall conduct factory acceptance testing (FAT) at Seller’s facility for each Deliverables to verify that it meets the Acceptance Criteria. The Deliverables will be accepted by Buyer if they meet the Acceptance Criteria as evidenced by the factory acceptance test document provided by Seller to Buyer upon completion of FAT. The time and place of FAT shall be communicated by Seller to Buyer and Buyer may attend the FAT at its own option and expense. If they Buyer waives the FAT option, the supply shall automatically be deemed accepted. No acceptance testing, modifications in Hardware, Electronics or Software, or change in scope of supply shall be permissible at the Buyers site after FAT is completed or waived off.
Price and Terms of Payment.
All prices quoted or acknowledged are F.O.B. factory and do not include any present or future sales, use, excise or other taxes imposed upon the sale or any transportation or insurance charges. All such taxes are the responsibility of the Buyer and any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer. Prices are subject to change without notice. Buyer shall pay all invoices within thirty (30) days of receipt of an invoice, unless other terms of sales are agreed upon in writing by both parties.
Should the Buyer’s financial responsibility become unsatisfactory to the Seller, cash payment or security satisfactory to the Seller may be required by the Seller for future deliveries and for the goods theretofore delivered. In the event the Buyer does not pay for any shipment when the same becomes due, then the past due amounts are subject to service charges of 1.5 percent per month or, if lower, the maximum permitted by law and the Seller may at any time thereafter suspend shipments, demand cash payments in advance, or terminate any contract in total, and the Buyer shall be liable for all costs incurred by the Seller including, but not limited to, attorney fees and collection agency fees.
INVOICE DISPUTES.
ALL DISPUTES AS TO THE AMOUNT(S) INVOICED HEREUNDER SHALL BE MADE, IN WRITING TO THE FOLLOWING ADDRESS: QT SENSE, BLAUWBORGJE 31, 9747 AC, GRONINGEN, NETHERLANDS. PAYMENTS WHICH ARE INTENDED BY THE BUYER TO REPRESENT “PAYMENT IN FULL” FOR THE GOODS SOLD, AND WHICH ARE LESS THAN THE AMOUNT SHOWN ON THE INVOICE AS BEING DUE, SHALL BE SENT TO THE QT SENSE ADDRESS STATED ON YOUR INVOICE. IF SAID “PAYMENT IN FULL” CHECK IS NOT MADE TO STATED ADDRESS THEN, THE ACCEPTANCE OF SAID CHECK WILL NOT ACT AS A DISCHARGE OF THE REMAINING BALANCE DUE UNDER THIS ORDER. BUYER SHALL PAY TO SELLER, AT SELLER’S BILLING ADDRESS, ALL AMOUNTS THAT IT DOES NOT DISPUTE AND NOTHING HEREIN SHALL BE CONSTRUED TO RELIEVE BUYER FROM PAYING TO SELLER ANY SUCH AMOUNTS WHICH IT DOES NOT DISPUTE. THE ACCEPTANCE OF SAID PAYMENT WILL NOT ACT AS A DISCHARGE OF THE REMAINING DISPUTED BALANCE.
Delivery and Returns.
Shipping dates are approximate and are dependent upon the prompt receipt by the Seller of all progress payments, data, and instructions for the manufacture, assembly and/or processing of the goods and all materials, supplies, and equipment required for the manufacture, assembly and processing of such goods, including, but not limited to all raw materials, component parts, packaging or other necessary products. If the Buyer delays the furnishing of any such items the dates of shipment shall be automatically extended to compensate for such delay. Unless otherwise specified by the Buyer, and accepted by the Seller in writing, the Seller will select the most economical method and route of shipment. Transit insurance is the responsibility of the Buyer. In the event that the Buyer is unable or unwilling to take delivery of all or any part of the goods, the Seller shall place them into storage with all costs, including storage, insurance, demurrage, and transportation at the Buyer’s expense. Further, the date of completion of the goods by the Seller shall be regarded as the date of shipment and payments shall be due on the terms specified in the applicable invoice related thereto. In no case are goods to be returned without first obtaining the Seller’s written permission. Goods built to order are not subject to return for credit under any circumstances. If Seller authorizes the return of goods, goods must be securely packed by the Buyer in order to reach the Seller without damage.
Nonconformity.
All goods and services sold by Seller are to be inspected within 48 hours of receipt and should any of such goods or services fail to meet the written specifications accepted by Seller, Buyer shall not return the same, but shall notify Seller, stating full particulars in supports of its claim. Seller will, at Seller’s option, either repair or replace nonconforming goods upon their return. Claims for goods or services failing to conform to Seller’s specifications, shortages, delays, or failures in shipment or delivery, or for any other cause shall be deemed waived and released by Buyer unless made in writing within thirty (30) days after receipt of goods or services.
LIMITATION OF LIABILITY.
THE SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS OR SERVICES SHALL BE LIMITED TO REPAIRING OR REPLACING PARTS FOUND BY THE SELLER TO BE DEFECTIVE. THE BUYER WILL SEND, AT THE BUYER’S SOLE EXPENSE, ANY ALLEGEDLY DEFECTIVE GOODS TO THE PLANT OF THE SELLER WHICH MANUFACTURED AND/OR ASSEMBLED AND/OR PROCESSED THEM. If the Seller furnishes technical or other advice to the Buyer, whether or not at the Buyer’s request, with respect to processing, further manufacture, or other use or resale of the goods, the Seller shall not be liable for, and the Buyer assumes all risk of, such advice and the results thereof. Seller will not defend or indemnify Buyer except as expressly approved or agreed to in writing by Seller.
DISCLAIMER OF CONSEQUENTIAL DAMAGES.
IN NO EVENT SHALL THE SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY TRANSACTION INVOLVING THE GOODS OR SERVICES PROVIDED BY SELLER, INCLUDING WITHOUT LIMITATION, BREACH OF ANY OBLIGATION IMPOSED ON THE SELLER HEREUNDER OR IN CONNECTION HEREWITH. CONSEQUENTIAL DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF DELAY, INJURY, (INCLUDING DEATH TO ANY PERSON) OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING WITHOUT LIMITATION PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). THE BUYER SHALL INDEMNIFY THE SELLER AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY THE SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY CAUSED BY OR RELATED TO THE ACTIONS OF BUYER.
Conditions.
All orders or contracts are accepted with the understanding that they are subject to Seller’s current manufacturing schedules, and government regulations, orders, directives, and restrictions that may be in effect from time to time. The Seller shall not be liable for delays due to circumstances or acts beyond its control including, without limiting the generality of the foregoing, accident, strike or other labor troubles or disputes, flood, fire, war, or Act of God, civil commotion, lack of or inability to obtain labor or materials, embargo, delays in transportation, or because of compliance with any law or other governmental action, requirements, regulations or restrictions.
License.
Buyer acknowledges that any software programs (the “Software”) included with the Products are licensed to Buyer under the terms and conditions of the click-through license agreement provided with the Software (“EULA”) and that title to the Software (or any copies thereof) is not transferred to Buyer.
Instrument Warranty.
Seller warrants that the instrument (the "Instrument(s)") purchased from Seller will be free from defects in materials and workmanship during the applicable warranty period, provided that the Instrument has been operated at all times in accordance with the instruction manual and user guide by a certified operator who has attended Seller's training for the Instrument. If the Instrument is installed by an authorized field service engineer of Seller (the "Seller Representative"), then the warranty period for the Instrument ends twelve (12) months after the date of installation (as certified by Seller Representative) or thirteen (13) months after the date of shipment, whichever is shorter. If the Instrument is not installed by a Seller Representative, the warranty period for the Instrument terminates twelve (12) months after date of shipment.
Claims for defective goods, shortages, or failures in shipment or delivery, or for any other cause shall be deemed waived and released by the Buyer unless made in writing within thirty (30) days after arrival of goods. The Seller warrants that: (a) the goods to be supplied will conform to the description in the Seller’s quotation; and (b) the Seller will convey good title to the goods free from any valid security interest, lien, or other encumbrance unknown to the Buyer. Goods furnished by Seller are subject to Seller’s standard tolerances for variations. THE SELLER MAKES NO WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WARRANTIES AS TO THE GOODS OR SERVICES, MERCHANTABILITY OR AS TO THE FITNESS OF THE GOODS FOR ANY PARTICULAR USE OR PURPOSE, AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, DIRECTLY OR INDIRECTLY, OR ARISING FROM THE USE OF SUCH GOODS OR SERVICES OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Warranty Exclusion.
The warranties provided above and the remedies provided below will not apply to any Product if:
Seller determines that a problem is caused by accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized parts or reagents, or unauthorized repairs or modifications;
Seller determines that a problem is caused during or as a result of shipment or relocation;
Seller's serial number has been removed or defaced from the Product; or
a problem arises from or is based on Seller's compliance with Buyer's specifications
Service Parts Warranty.
The Seller warrants that the Instrument service parts (the "Replacement Part(s)") provided during the warranty period from Seller will be free of defects in materials and workmanship, only if such parts are installed by Sellers representative. The warranty period for the Replacement Part is the greater of:
the remaining warranty period of the Instrument, or
ninety (90) days from the date of installation of the Replacement Part
Patents.
In addition to other remedies afford Seller, Buyer shall indemnify and hold Seller harmless from, and release and not make claim or suit against Seller because of, any suits, claims, losses, expenses (including reasonable attorney fees), or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the goods or services sold to Buyer by Seller under private label instructions of Buyer or in accordance to specifications provided to Seller by Buyer.
Seller’s Property.
Unless otherwise agreed in writing, all personal property used to manufacture, assemble or otherwise make or process any goods delivered to Buyer, shall remain Seller’s sole property and are retained in Seller’s possession regardless of any charges to Buyer to cover part or all of the cost of the same. The sale of goods does not transfer the ownership of any intellectual property.
Cancellation.
An order once placed with and accepted by the Seller can be cancelled only with the Seller’s consent, in writing, and upon terms that will indemnify the Seller against loss. Unless otherwise agreed, the risk of loss to the goods shall rest with the Buyer upon delivery to the carrier at the Seller’s manufacturing facility, including risk associated with any goods subsequently returned to the Seller.
Force Majeure
Any delay in the performance of any duties (except for payment of fee owed) by either party will not be considered a breach if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or other event beyond the control of such party, provided that such party uses reasonable efforts to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
Entire Agreement, Modification and Waiver.
Upon the Seller’s acceptance of the Buyer’s order, the terms and conditions set forth herein shall constitute the entire agreement between the Buyer and the Seller and no statement, correspondence, or other terms shall modify or affect the terms hereof. No change in these Terms and Conditions will be valid unless in writing approved by the Seller. These Terms and Conditions govern and control any transaction between the Seller and the Buyer notwithstanding the Seller’s use of Buyer’s purchase order number as an accommodation to the Buyer. No waiver by the Seller of a breach of any provision hereof shall constitute a waiver of any other breach of such provision or any other provision. No change in the order will be valid unless approved by Seller in writing. If any such change causes an increase in the cost of performing the order or in the time required by its performance, an equitable adjustment will be made and the order modified in writing accordingly.
Governing Law and Severability.
Any dispute which may arise from a sales order and for any goods purchased hereunder shall be governed by the laws of the State of New York without regard to rules governing conflict of laws. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof.
Forum.
It is further agreed that any action to enforce this Agreement or any invoice related hereto or any related transaction or any portion hereof shall be commenced and prosecuted in Suffolk County, NY.
Assignment.
This order is not assignable by Buyer in whole or part without prior written consent of Seller.
Due Diligence.
The responsibility of determining the suitability of product(s) or service(s) and its scope of supply for the purposes for which they are being purchased lies solely with buyer. The seller offers application guidance, product specifications and other supporting materials to aid the buyer in this determination, but assumes no responsibility of the final choices of products, services and configurations that are made by the Buyer. It shall remain the sole responsibility to the Buyer to consult with the Seller and fully determine if there is a need to modify the scope of supply or specifications to meet the Buyers requirements before placing an order with the Seller and shall be considered accepted only if the modifications are accepted in writing by both parties at the time of placing the order. Modifications in scope of supply and specifications shall be subject to the Sellers acceptance and a change request received 24 hours after an order is placed will incur a change order fee and the cost of the product(s) and service(s) themselves.
Remote Services.
When the Buyer opts for remote services offered by the Buyer, the Seller accepts to have a qualified electrician and a technician familiar with mechanical systems available for the period during which such services are rendered. The Buyers technician and electrician must be adequately equipped to carry out basic diagnostics and troubleshooting in a safe, professional and timely manner using appropriate tools at the request of the Sellers engineers. The Buyer shall also ensure the availability of a stable internet connection, webcam, microphone, telephone and a computer at the place of installation. The facilitation of such tools and manpower in a timely manner is the sole responsibility of the Buyer. Verifying the qualification and suitability of such manpower and availability of appropriate tools shall be the responsibility of the Buyer, and, any damage caused due to improper or use of improper tools shall be the sole responsibility of the Buyer.