Quarter to nine Website.

These Website Terms & Conditions (“T&Cs”) apply to your access and use of www.quartertonine.com (the “Site”), including all software, data, reports, text, images, sounds, video, and content made available through any portion of the Site (collectively, the “Content”). Content includes all such elements as a whole, as well as individual elements and portions thereof.

Acceptance of Terms.

Quarter to nine permits you (“User” or “you” or “your”) to access and use the Site and Content, subject to these T&Cs. By by accessing or using any portion of the Site, you acknowledge that you have read, understood, and agree to be bound by these T&Cs. If you are entering into these T&Cs on behalf of a company or other legal entity (“User Entity”), you must have the legal authority to contractually bind such User Entity to these T&Cs, in which case the terms “you” or “your” or “User” will refer to such User Entity. If you lack such legal authority to contractually bind or you do not agree with these T&Cs, you must not accept these T&Cs or access or use the site or content.

T&Cs Updates.

Quarter to nine reserves the right, at its sole discretion, to change or modify portions of these T&Cs at any time. Quarter to nine will post the changes to these T&Cs on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the T&Cs periodically for changes. Your continued use of the Site and Content after the date any such changes become effective constitutes your acceptance of the new or revised T&Cs.

General Conditions/Access and Use.

Authorization to Access and Use Site and Content. Subject to your compliance with these T&Cs and the provisions hereof, you may access or use the Site and Content solely for the purpose of your evaluation of Quarter to nine and Quarter to nine’s products and services. You may only link to the Site or Content, or any portion thereof, as expressly permitted by Quarter to nine.

Ownership and Restrictions. All rights, title and interest in and to the Site and Content will remain with and belong exclusively to Quarter to nine. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Site and any Content available to any third party, (b) use the Site and Content in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Site and Content or their related components, or (c) modify, adapt or hack the Site and Content to, or try to, gain unauthorized access to the restricted portions of the Site and Content or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Site and Content, or any other products or services of Quarter to nine that are not readily made available to the general public).

You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Site and Content, except that you may download, display, and print one copy of the publicly available materials (i.e., the Content that does not require an Account name or password to access) on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices. You agree not to access the Site or Content by any means other than through the interface that is provided by Quarter to nine to access the same. You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the presentation or navigational structure of the Site or any Content, to obtain or attempt to obtain any Content or other information through any means not made generally available through the Site by Quarter to nine. Quarter to nine reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Quarter to nine on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

Responsibility for Your Data. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site.

Reservation of Rights. Quarter to nine and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Site and Content. Quarter to nine grants no rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under these T&Cs.

Use of Intellectual Property.

Rights in User Content. By posting your information and other content (“User Content”) on or through the Site and Content, you grant Quarter to nine a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site and Content. Quarter to nine has the right, but not the obligation, to monitor the Site and Content and User Content. Quarter to nine may remove or disable any User Content at any time for any reason, or for no reason at all.

Unsecured Transmission of User Content. You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve transmission to Quarter to nine’s third party vendors and hosting partners to operate and maintain the Site and Content. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Quarter to nine will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.

Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site and Content or Quarter to nine’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and Quarter to nine may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Quarter to nine considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.

Your Representations and Warranties. You represent and warrant to Quarter to nine that your activity on the Site and Quarter to nine’s possession and use of User Content as contemplated in these T&Cs do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

Termination of Access Due to Violations. Quarter to nine may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these T&Cs or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these T&Cs will cause irreparable harm to Quarter to nine, for which monetary damages would be inadequate, and you consent to Quarter to nine obtaining any injunctive or equitable relief that Quarter to nine deems necessary or appropriate in such circumstances, without limiting Quarter to nine’s other available remedies. Further, Totpal may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site or any service offered on or through the Site, or (3) unexpected technical issues or problems.

NO WARRANTIES AND DISCLAIMER BY QUARTER TO NINE.

THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND QUARTER TO NINE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT QUARTER TO NINE DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE THE SITE AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND QUARTER TO NINE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND CONTENT, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM QUARTER TO NINE OR THROUGH THE SITE AND PROPERTY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE T&Cs.

Quarter to nine reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, for any reason; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

LIMITED LIABILITY.

Exclusion of Damages and Limitation of Liability. Quarter to nine does not charge fees for you to access and use the Site and Content pursuant to these T&Cs. As consideration for your free access and use of the Site and Content pursuant to these T&Cs, you further agree that QUARTER TO NINE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS T&Cs, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF QUARTER TO NINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF QUARTER TO NINE WITH REGARD TO THIS T&Cs WILL IN NO EVENT EXCEED GBP £1.00.

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, our site; or
use of or reliance on any content displayed on our site.

Please note that in particular, we will not be liable for:

loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Different limitations and exclusions of liability will apply to any liability relating to an Assignment, which will be set out in our Terms of Business.
Indemnity

You will protect, indemnify, defend and hold harmless us, our directors, officers, employees, agents, partners, suppliers and licensors from any third party claim or demand, including reasonable lawyers’ fees, relating to or arising from (a) your uploading any content to our site; (b) your use of our site and activities occurring during such use of our site; (c) any violation by you of these Terms; or (d) your violation of any third party rights. This obligation will survive the termination or expiration of these Terms and your use of our site.

Notices

We may give you all notices (including legal process) that we are required to give by any lawful method, including by posting notice on our site or by sending it to any email or postal address that you provide to us. You agree to keep your email and mailing addresses current and to check for notices posted on our site.

Applicable Law

If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Miscellaneous. These T&Cs, and any additions, changes, edits and/or modifications made thereto by Quarter to nine, together with Quarter to nine’s Privacy Policy, constitute the entire agreement between the parties with respect to the portions of the Site available without an account ID or password. Access to certain password-restricted portions of the Site is also subject to additional agreement(s). These T&Cs and any additions, changes, edits and/or modifications made thereto by Quarter to nine cannot be amended except by Quarter to nine as set forth above. The failure of Quarter to nine to exercise or enforce any right or provision of these T&Cs will not be a waiver of that right. Any notices to Quarter to nine in connection with this agreement will be made by email transmitted to contact@quartertonine.com provided that you also send a copy of such notice via nationally recognized carrier to Quarter To Nine Ltd,86 – 90 Paul Street, London, EC2A 4NE, Attn: Contract Administration. In the event that any provision of these T&Cs will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these T&Cs will otherwise remain in full force and effect and enforceable.

Contacting us

If you have questions or need assistance, please contact Customer Support.