Quidient Terms of Use 

This Terms of Use agreement is effective as of day month year. 

Overview

The following are the terms of an agreement between you and QUIDIENT (“Terms of Use”). By accessing, or using this website (“Website”), you acknowledge that you have read, understand, and agree to be bound by these Terms of Use, our Privacy Policy and all other policies or notices posted by us on our Website and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this Website.

QUIDIENT may, without notice to you, at any time, revise these Terms of Use and any other information contained in this Website. QUIDIENT may also make improvements or changes in the products, services, or programs described in this site at any time without notice.

General

This Website contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the section below entitled “Copyright and trademark information” for related information.

QUIDIENT grants you a non-exclusive, non-transferable, limited permission to access and display the Web pages within this site as a customer or potential customer of QUIDIENT provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl this Website as permitted by this Website’s robots.txt protocol, and QUIDIENT may block any crawlers in its sole discretion. The use authorized under this agreement is non-commercial in nature (e.g., you may not sell the content you access on or through this Website.) All other use of this site is prohibited.

Except for the limited permission in the preceding paragraph, QUIDIENT does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

Disclaimer

From time to time, this Website may contain technical inaccuracies or typographical errors, and we do not warrant the accuracy of any posted information. Please confirm you are using the most up-to-date pages on this Website and confirm the accuracy and completeness of information before using it to make decisions relating to services, products, or other matters described in this Website.

Forward-Looking and Cautionary Statements

Except for historical information and discussions, statements set forth throughout this Website may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. These statements involve a number of risks, uncertainties, and other factors that could cause actual product and services usage results to differ materially.

Confidential Information

QUIDIENT does not want to receive confidential or proprietary information from you through our Website. Please note that any information or material sent to QUIDIENT will be deemed NOT to be confidential. By sending QUIDIENT any information or material, you grant QUIDIENT an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that QUIDIENT is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to QUIDIENT for the purpose of receiving products or services will be handled in accordance with our privacy policies. Please see the link entitled “Privacy” for information regarding QUIDIENT’s privacy policies.

Global Availability

Information QUIDIENT publishes on the Internet may contain references or cross references to QUIDIENT products, programs and services that are not announced or available in your country. Such references do not imply that QUIDIENT intends to announce or make available such products, programs, or services in your country. Please consult your QUIDIENT business contact for information regarding the products, programs, and services that may be available to you.

Business Relationships

This Website may provide links or references to non-QUIDIENT Websites and resources. QUIDIENT makes no representations, warranties, or other commitments or endorsements whatsoever about any non-QUIDIENT Websites or third-party resources that may be referenced, accessible from, or linked to any QUIDIENT site. In addition, QUIDIENT is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an QUIDIENT site. When you access a non-QUIDIENT Website, even one that may contain the QUIDIENT-logo, please understand that it is independent from QUIDIENT, and that QUIDIENT does not control the content on that Website. It is up to you to take precautions to protect yourself from viruses, worms, Trojan horses, and other potentially destructive programs, and to protect your information.

Linking To This Site

QUIDIENT consents only to links to this Website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with QUIDIENT; (c) imply that QUIDIENT approves or endorses you, your Website, or your service or product offerings; and (d) present false or misleading impressions about QUIDIENT or otherwise damage the goodwill associated with the QUIDIENT name or trademarks. As a further condition to being permitted to link to this site, you agree that QUIDIENT may at any time, in its sole discretion, terminate permission to link to this Website. In such event, you agree to immediately remove all links to this Website and to cease any related use of QUIDIENT trademarks.

Trademarks owned by Quidient

This is a current listing of United States trademarks owned by Quidient, Inc. (“QUIDIENT”) and might also be trademarks or registered trademarks in other countries. Please note that laws concerning use and marking of trademarks or product names vary by country. Always consult a local attorney for additional guidance.

Not all common law marks used by QUIDIENT are listed on this page. Failure of a mark to appear on this page does not mean that QUIDIENT does not use the mark nor does it mean that the product is not actively marketed or is not significant within its relevant market.

Those trademarks followed by ® are registered trademarks of QUIDIENT in the United States; those followed by ™ are trademarks or common law marks of QUIDIENT in the United States.

This list is not a comprehensive list of all QUIDIENT trademarks

Quidient®

Quotidian Scene™

Behind the Scenes™ (Registered trademark application pending)

Last Frontier of Photography™ (Registered trademark application pending)

Locale Engine™

Locale Core™

Locale Database™

Locale SDK™

Miscellaneous Terms

This Terms of Use agreement is governed by laws of the State of Delaware, without respect to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Website and these Terms of Use shall be the state and federal courts located in Delaware and each party hereby consents to the exclusive jurisdiction and venue of such courts. These Terms of Use, together with our Privacy Policy and any other legal notices we have published on the Service, constitute the entire agreement between you and us regarding the use of this Website. If a court having proper authority decides that any portion of these Terms of Use is invalid, only the part that is invalid will not apply. The rest of these Terms of Use will still be in effect. If we waive any of our rights under these Terms of Use in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. These Terms of Use, and any rights and licenses granted under these Terms of Use, may not be transferred or assigned by you, but may be assigned by us without restriction.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. QUIDIENT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, QUIDIENT MAKES NO WARRANTY OR GUARANTEE THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES FROM THIS WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUIDIENT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEBSITE OR ANY USE OF THIS WEBSITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEBSITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF QUIDIENT IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.