TERMS AND CONDITIONS
LAST UPDATED: [12th March 2019]
These Terms constitute a binding and enforceable legal contract between Quintype Technologies India Private Limited and its affiliates and subsidiaries worldwide (“Quintype”) and you (which term shall include Customers, Administrators, Authorised Users, and any other end user of the Services) in relation to the Services.
By using the Services, you agree that you have read, understood, and to be bound by these Terms as amended from time to time, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Services.
Quintype provides collaborative teams with a platform (“Platform”) that assists with publishing digital content, personalised engines to track user engagement and provide realtime analytics, scalability features to drive growth and adoption, and plug-in architecture to engage with end users. These services are provided through the Platform, products, applications, and plug-ins (collectively referred to as “Services”, and are more fully detailed inAnnexure A). The Services include free trials and beta services that Quintype may make available from time to time.
To use the Services, a person, entity, or organization (“Customer”) will have to choose a subscription plan for the Services it wishes to avail (“Subscription Plan”) and pay the applicable fees in accordance with these Terms and Quintype’s instructions. In some cases, Quintype may, at its sole discretion, require a Customer to enter into a separate written agreement (“Statement of Work”) for certain types of Services it wishes to avail from Quintype. In such cases, in addition to these Terms, the terms of the Statement of Work shall apply to the provision of Services.
- A Customer will have to create and operate an account on the Platform (“User Account”). Customers are required to provide complete and accurate information to Quintype while creating User Accounts.
- A Customer may designate one or more individuals as “Administrators”. Administrators will be responsible for the operation of a User Account. Through the User Account, a Customer may appoint new Administrators or change details of existing Administrators.
- Administrators shall have the right to create profiles or grant users authorised to use the Services by the Customer ( “Authorised Users”) access to the Platform. Administrators shall ensure the Authorised Users comply with these Terms.
- As an Authorised User, (i) you are entering into these Terms on behalf of the Customer, (ii) your account with Quintype is for the benefit of and held in the name of the Customer (and not any individual), and (iii) you have full legal capacity and authority to bind yourself and the Customer to these Terms.
- The Customer shall ensure that (i) Authorised Users maintain the confidentiality of the User Accounts and all accounts thereunder, including passwords and usernames for the User Accounts or accounts created for Authorised Users and (ii) all activities that occur on or through the User Account are legal and consistent with these Terms.
- The Customer is liable and accountable for all activities that occur through the User Accounts or any accounts thereunder. Quintype is not liable for any unauthorised access to the Services, including but not limited to hacking and security breaches. Quintype reserves the right, at its sole discretion, to suspend a User Account if it is of the opinion that the User Account or any accounts thereunder are being accessed by one or more unauthorised persons or entities.
- The Services allow you to create, store, publish, display, and analyse material and content, which includes, without limitation, text, photos, videos, sounds, codes, and other items (“User Content”). You hereby grant Quintype a worldwide, perpetual, and sublicensable licence to use the User Content for any purpose, including the creation of derivative works.
- You further grant Quintype a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free licence to use User Content for the limited purposes of advertising and promoting the Services.
- In connection with these Terms and the licences granted under this Clause 3, you hereby waive any claims against Quintype arising out of any moral rights or other similar rights relating to the User Content.
You represent and warrant that:
- You own all intellectual property rights (or have obtained all necessary permissions) to provide User Content and to grant the licences under these Terms;
- You are solely responsible for all activities that occur on or through your account on the Platform and all User Content;
- The User Content does not and shall not violate any of your obligations or responsibilities under other agreements;
- The User Content does not and shall not violate, infringe, or misappropriate any intellectual property right or other proprietary right, including the right of publicity or privacy, of any person or entity;
- The User Content does not and shall not contain any viruses, corrupted data, or other harmful, disruptive, or destructive files or content;
- The User Content shall not violate any third party rights; and
- You shall not publish or make available User Content that is objectionable or restricts or inhibits any other person from using or enjoying the Services, or that may expose Quintype or others to any harm or liability of any type.
- You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may not:
- Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
- Except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works, rent, or license the Platform or any portion thereof, or any other Services offered under these Terms;
- Use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;
- Use any robot, spider, other automated device, or manual process to monitor or copy the Services or any portion thereof other than copying or exporting as permitted by the Terms;
- Make any back-up or archival copies of the Platform or any part thereof;
- Use the Platform in (A) any unlawful manner, (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms; or
- Violate applicable laws in any manner.
- You will extend all possible co-operation in setting up the Services as may be reasonably requested by Quintype from time to time.
- You shall obtain and maintain at your own expense all the necessary computer hardware, software, modems, connections to the Internet, and other items required for the access to the internet, and use of the Services by you, your website, business, Authorised Users, and agents and employees.
- You agree to upgrade your facilities and systems for the smooth access of the Platform as and when required in order to be compatible with the upgraded version of the Services, if any.
- Quintype shall make available all APIs, tools, and other such facilities as required to enable you to make minor changes, or modify the minor functionality to the front end of your system, as and when required. You shall keep Quintype informed of all such planned changes in advance, before starting the development process.
- While Quintype uses reasonable commercial efforts to provide you with a daily backup of all User Content in industry-standard data interchangeable formats, you shall regularly and independently save, backup, and archive your User Content and any all information that you may create or process in connection with your use of the Services. Subject to Clause 7, any backups created by Quintype shall be transferred to your data that is hosted through Amazon Web Services, offered by Amazon Inc. and its affiliates.
- You shall promptly inform Quintype of any new products or services you intend to introduce to your end customers through the Services, or of any changes to existing products or services or User Content, that may affect the Services. In such cases, you should inform Quintype of any such changes. Quintype reserves the right to modify the terms on which the Services are offered to you in the event of such changes.
- You shall cooperate with Quintype in developing and sharing testimonials, anonymous case studies, marketing materials, return-on-investment calculations, and measurement criteria for the value, benefits, and cost savings derived from the Services. You agree to make available all such content to Quintype as and when requested by Quintype.
- You are aware of applicable laws and regulations governing your use of the Services. You shall be solely responsible for ensuring compliance with the various applicable laws, and you shall be solely liable for any liability that may arise due to a breach of your obligations in this regard.
- You shall extend all cooperation, at your cost, to Quintype in its defence of any proceedings that may be initiated against it due to a breach of your obligations or covenants under these Terms.
QUINTYPE’S INTELLECTUAL PROPERTY
- All rights, title, and interest in and to the Services, including all intellectual property rights arising out of the Services, are owned by or otherwise licensed to Quintype. Subject to your compliance with these Terms, Quintype grants you a non-exclusive, non-sub licensable, and limited license to (i) use the Services you have purchased from Quintype through the Subscription Plan or the Statement of Work (as the case may be) to publish, distribute, and make available your User Content to end users, and (ii) integrate and use Quintype’s APIs solely for the purposes of publishing, distributing, and making available your User Content to end users.
- Further, subject to your compliance with these Terms, Quintype grants you a non-sub licensable and limited license to use templates it may make available from time to time (and which are specifically notified by Quintype as templates for your use) to publish, distribute, and make available your User Content to end users.
- Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Quintype’s or any third party’s intellectual rights.
- Use of the Services is subject to the payment of the fees detailed in the Subscription Plan or the Statement of Work, as the case may be.
- Quintype will raise an invoice for the Customer, which shall be payable on or within 7 days of the date of the invoice. You shall promptly, and no later than 7 days from the date of the invoice, provide Quintype with a written acknowledgement of such invoice.
- In the event of any delay in the payment of an invoice raised by Quintype, you shall be liable to pay an additional interest of 2% per month for each day of delay. If an invoice remains unpaid for more than 15 days, Quintype shall have the right to terminate access to the Services in accordance with Clause 8, and shall be under no further obligation to provide access to the Services.
- Changes: Quintype reserves the right to revise its fees from time to time. Quintype shall provide you with reasonable advance notice of any changes to its fees. Should you not agree to the fees, you have the right to cancel your Subscription Plan or the Statement of Work prior to the billing cycle that follows your rejection of the fees
- Refunds: All amounts and fees stated are non-cancellable and non-refundable.
- Taxes: The fees mentioned in the Subscription Plan or the Statement of Work, as the case may be, are exclusive of applicable taxes. These shall be added to Quintype’s invoice(s) at the appropriate rate.
- Payment Processors: Quintype may use a third-party payment processor (“Payment Processor”) to bill Customers through their selected modes of payment. The processing of payments will be subject to the terms and policies of such Payment Processor in addition to these Terms. Quintype shall not liable for any error by the Payment Processor. In the event of any unsuccessful payments, the money so debited shall be credited in accordance with the terms of the Payment Processor.
THIRD PARTY SERVICES
- The Services may include services, content, documents, and information owned or otherwise licensed to a third party (“Third Party Services”) or contain links to Third Party Services. You understand that Third Party Services are the responsibility of the third party that created or provided it and acknowledge that the use of such Third Party Services is solely at your own risk.
- Quintype makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third Party Services, including its accuracy or completeness. Quintype does not endorse or sponsor any Third Party Services.
- All intellectual property rights in and to Third Party Services are the property of the respective third parties.
TERM AND TERMINATION
- These Terms shall remain in effect (i) unless terminated in accordance with the terms hereunder or (ii) until the expiry of the Subscription Plan or the Statement of Work, as the case may be. You may choose to automatically renew the Subscription Plan or the Statement of Work, as the case may be, on their expiry.
- Quintype may terminate your access to the Services, or any portion thereof, immediately and at any point, at its sole discretion if you violate or breach any of your obligations, responsibilities, or covenants under these Terms, if you are involved in any bankruptcy or insolvency proceedings, or if there is any change in control of the Customer.
- Upon termination under Clause 8(b):
- the Platform will “time-out”. This means you shall not be able to use it;
- all outstanding dues shall become payable to us; and
- these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.
DISCLAIMERS AND WARRANTIES
- You agree that your use of the Services is at your sole risk.
- We do not own, control, or endorse any User Content that is transmitted, stored, or processed via the Services. You are solely responsible for your User Content. Quintype does not recommend, endorse, or make any representation about the efficacy, appropriateness or suitability of any User Content that is made available through the Services and disclaims all liabilities or warranties arising out of or in connection with any User Content.
- Quintype does not exercise any editorial rights over any User Content or any other content that is made available through the Services.
- No Interference: Subject to the other terms contained hereunder, Quintype reserves the right to remove or make unavailable User Content that is made available on or through the Platform in accordance with the terms of a valid court order.
- If you are to migrate your User Content to any platform or server, Quintype shall provide you with an archive of your User Content in RSS 2.0 format. Subject to the payment of addition fees determined by Quintype, Quintype may, upon request, provide you with archives or backups in any other custom format.
- To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.
- Quintype does not warrant that operation of the Platform or the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements.
- Quintype does not warrant or represent that the Services will be compatible with any third party hardware or software. It shall your responsibility to ensure compatibility of the Services prior to use. Additionally, Quintype shall not be held responsible for any actual, incidental or consequential damages that may result from any use or inability to use any third-party peripherals with the Services.
- To the fullest extent permissible under applicable law, Quintype expressly disclaims all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.
- You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that Quintype shall have absolutely no liability with respect to the same.
- To the fullest extent permissible by law, Quintype, its affiliates, and its related parties each disclaim all liability to you for any loss or damage arising out of or due to:
- Your use of, inability to use, or availability or unavailability of the Services, including any third party services made available through the Services;
- The occurrence or existence of any defect, interruption, deletion of files, delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorised access to Quintype’s records, programs, services, server, or other infrastructure relating to the Services;
- The Services being infected with any malicious code or viruses; or
- The failure of the Services to remain operational for any period of time.
- Notwithstanding anything to the contrary, the maximum aggregate liability of Quintype and its affiliates, for any loss shall not exceed the monies received by Quintype from you in the twelve months preceding the date of the claim of loss or damage.
You agree to indemnify and hold harmless Quintype, its affiliates and subsidiaries, its licensors, and their respective directors, officers, members, managers, employees, and agents from and against any and all claims and expenses arising out of your use of the Services, a breach of any provision of these Terms by you or any person using your account on the Platform, a breach by you of any applicable laws, any claim that may arise under the General Data Protection Regulations due to your acts or omissions, or any third-party claim to the extent arising from or connected with an allegation that your use of the Services in accordance with these Terms infringes any rights of a third party.
CONSENT TO USE DATA
- Quintype may use information and data pertaining to your use of the Services for analytics, trends’ identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Services.
- You hereby expressly authorise Quintype to disclose any and all information relating to you in Quintype’s possession to any law enforcement or other government officials, if Quintype believes it is necessary or appropriate in connection with the investigation or resolution of possible crimes, including but not limited to your identity, information provided by you, your banking information, and your correspondence. You further understand that Quintype might be directed to disclose any such information as may be deemed necessary to satisfy any investigation, judicial order, law, regulation or valid governmental request.
- You acknowledge that in the event of any security breach on the Platform, Quintype reserves the right to make necessary disclosures to applicable authorities established under law, including the Indian Computer Emergency Response Team.
- Scheduled Maintenance: Quintype reserves, solely at its discretion, the right to make the Services unavailable for access for up to [0.5] hours once in every six months for scheduled maintenance and such downtime shall not be counted against any availability specified in this Clause 12. Scheduled maintenance operations shall be preceded by no less than 21 days notification via email to you or posted to the Platform or your account on the Platform.
- Unexpected Downtime: Beyond the aforementioned scheduled maintenance, Quintype will use commercially reasonable efforts to ensure that the Platform shall be available with a minimum of [99.5%] software uptime, wherein the monthly availability average is calculated based upon total outage time in a given year. Subject to the other terms herein, any lack of availability below the availability average of [99.5%] will result in a pro rata extension of the tenure of service levels under this Clause.
- Support: Subject to the other provisions of Clause 12, Quintype will use commercially reasonable efforts between [9:00 AM – 6:00 PM IST] (“Business Hours”) to provide the services detailed in the table below. Quintype shall also provide support under this Clause through chat services and email.
|Issue Category||Description||Resolution Time|
|Critical||System Uptime, home page not accessible, story page not accessible, ability to retract a story||<= 2 hours |
|High||Any CMS related bug that affects creating of a new story, down time on analytics, scheduling, publishing, editorial workflow, subscriptions management, paywall etc.||<= 4 hours |
|Medium||Identified features not working Ex. SM publishing, formatting changes, search a story etc.||<= 48 hours |
|Low||Any issues not covered in above||<= 96 hours |
- Reporting: You agree to report any unscheduled system downtime and any error, bug, or defect in the Platform by writing to firstname.lastname@example.org immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.
- Review: The service levels under this Clause are subject to periodic reviews at Quintype’s sole discretion.
- The provisions of this Clause shall not apply to any performance issues (i) caused by factors or circumstances outside of Quintype’s reasonable control, including the conditions detailed in Clause 16; (ii) that result from your equipment or third-party equipment, or both; (iii) that result from internet service providers, telecommunications service providers, or their equipment or services; (iv) caused by the termination of your access to the Services pursuant to Quintype’s rights under these Terms; or (v) caused by misuse of the Services, including use of the Services in breach of these Terms, Subscription Plan, Statement of Work, or other than in accordance with instructions Quintype may provide from time to time.
MODIFICATION OF SERVICES
Quintype reserves the right at any time to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice or cause. You agree and acknowledge that Quintype shall not be liable to you or to any third party for any such addition, modification, suspension or discontinuation of the Services.
Quintype reserves the right to provide minor modifications or enhancements, or programme temporary fixes or patches, if any, to the Services (“Updates”). You agree that the addition of major functions or significant new features to the Services is not an Update. Quintype shall, in its sole discretion, have the right to determine what constitutes an Update.
You acknowledge that the Services contain Quintype’s and its licensors’ trade secrets and confidential information. You agree to hold and maintain the Services in confidence, and not to furnish any other person with a copy of the Services or Platform. You agree to use a reasonable degree of care to protect the confidentiality of the Services. You will not remove or alter any of Quintype’s or its licensors’ proprietary notices. Your obligations under this Clause continue even after these Terms have expired or been terminated. Without limiting the generality of the foregoing, you further agree not to publish or otherwise publicly distribute the results of any benchmark tests related to the Services that are made available to you by Quintype, its affiliates and subsidiaries, and their licensors.
Quintype shall have no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the Quintype’s workforce or any other party), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or sub-contractors.
JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Bangalore shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by Quintype. The language of the arbitration shall be English.
The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.
Each party to the arbitration shall bear its own costs with respect to any dispute.
- Modification – Quintype reserves the right at any time to modify these Terms and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event, you refuse to accept such changes, these Terms and licence will terminate.
- Severability - If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
- Assignment - You shall not distribute, licence, sell, transfer or assign the Services to others in any manner without Quintype’s prior written consent. Quintype may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. Quintype may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services without any prior notice to you.
- Notices - All notices, requests, demands, and determinations for Quintype under these Terms (other than routine operational communications) shall be sent to email@example.com
- Third Party Rights - No third party shall have any rights to enforce any terms contained herein.
The Applications shall consist of the following modules:
- The Quintype Platform (including functionality across Planner, Editor, Analytics, Collections, Search, Content Assist, Email Marketing, Push Notifications, and more as they’re released). Any changes required to be made to the Customer’s environment, to exploit the said features – would be the responsibility of the Customer.
- Responsive Web that works seamlessly across mobile devices, tablets, and desktop. The design will be built on a standard template and is accepted by the Customer
- Monetization features, including but not limited to programmatic advertising, native content, and e-commerce ad units.
- Global CDN to cache front-end pages.
- Distribution features like auto publish on social media (*Facebook and *Twitter), support for Facebook *Instant article integration.
- Google AMP supported with standard template
- SEO features like keywords and metadata and basic guidance on setting up SEO (Platform supports adding keywords and metadata for SEO)
- Complimentary version of the Metype commenting module
- Out of the box support for PWA (Progressive Web App)
- nfrastructure, cloud hosting and security (migration to SSL)
- Default space for Ad units available on standard design templates with predefined size specifications.
- Developer APIs available at https://developers.quintype.com/next-version#introduction-to-quintype-apis
- Help/Support user guide available at https://help.quintype.com/
- Server specifications: Using AWS* multi-tenant architecture. Caching at multiple levels of data, APIs and front-end pages. Use of Kubernetes* for maintenance and auto-scaling servers. 24X7 server monitoring and regular server upgrades and maintenance
- Support for staging and beta environments for testing changes
All third party service providers and their integrations are subject to change based on client or business requirements. Quintype does not take responsibility for delays or application forms being processed/declined by third parties (Ex. Google, Facebook, Twitter etc.) as per publisher’s content compliance guidelines.
- Newsroom Planner
- Workflow Engine: Configurable workflow
- Newsroom Annotations/Chat
- Cardification: Cardified Editor
- Cardification: Card Re-Use
- Story Elements: first class support for multiple media types
- Metype: Real time user engagement and commenting platform (Free Version)
- Live Preview: Smartphones, Tablets, Desktop
- Publishing: Live and Scheduled Publishing
- Social Media: Live and Scheduled posting
- Social Media: Facebook Instant Articles
- Google AMP, Google News, Apple News
- Editorial Sorting/Ranking: on Home and Section pages
- Auto-Ranking: Trending articles, most popular
- Push Notifications: push messages to ios/Android apps
- Analytics: Content Performance
- Search & Indexing: Elastic-search
- Story Collections: stacks, bundles
- SEO: meta-data & keyword support
- Sections: Configurable sections
- Navigation: Configurable Menu creation
- Email Newsletter support via Mailchimp/Mandrill
- PWA: Progressive web app enabled for standard theme
- Author Profiles: "Follow" authors
- APIs available at- https://developers.quintype.com/docs