QuickReach Terms and Conditions

This agreement (“Agreement”) is made and entered into by and between:

 

QuickReach, Inc. (“QRI”), a corporation formed under the laws of the Republic of the Philippines, with an office address at L29 Joy Nostalg Centre, 17 ADB Avenue, Ortigas Center, San Antonio, Pasig City, Philippines 1605

 

and

 

the entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”).

By using or accessing any part of the Service, Customer agrees that Customer has read, understands, and agrees to be bound by all of these terms and conditions. If the Customer does not agree to all of these terms and conditions, the Customer must not use or access the Service. If Customer is entering into this Agreement on behalf of a company, Customer acknowledges that Customer has the authority to bind that company to the terms of this Agreement.

1.    Description of Service

QuickReach Inc. markets and sells software-as-a-service (hereinafter referred to as “Service”). The Service is offered and provided subject to the terms and conditions of this Agreement. Customer shall connect to the Service using any internet browser or mobile application supported by the Service. Customer is responsible for obtaining access to the internet and the equipment necessary to access the Service.

2.    Modification of Terms and Conditions

QuickReach reserves the right to update and change the Terms and Conditions from time to time; an updated version will be published on our website at https://www.quickreach.co/terms-and-conditions

 

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms and Conditions. Customers may terminate use of the Services if the Terms are modified in a manner that substantially affects Customer’s rights in connection with use of the Services. Should the modification include the introduction or changes to provisions which affect Customer’s personal information, Customer will be made to actively consent to the changes (via a click or opt-in mechanism).

 

Customer’s continued use of the Service after any such changes shall constitute consent to such changes. Customer can review the most current version of the Terms and Conditions at any time at https://www.quickreach.co/terms-and-conditions

3.    Restrictions on Use

In addition to all other terms and conditions of this Agreement, Customer agrees not to:

  1. transfer, redistribute, lease, rent, or otherwise make available to any third party the Service;

  2. provide any service based on the Service without the prior written permission of QuickReach;

  3. use the Service for spamming and/or other illegal purposes;

  4. reverse engineer or access the Service to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Service, or (c) copy any ideas, features, functions, or graphics of the Service

  5. remove, obscure, or modify any copyright or any other notices included in the Service.

 

Customer shall be solely responsible for the security and integrity of the access credentials provided for the use of the Service. Customer shall exert best efforts to prevent any unauthorized use of the Service and shall immediately notify QuickReach in writing of any unauthorized use that comes to customer’s attention. Customer will reasonably cooperate and assist with any actions that QuickReach takes to prevent or terminate unauthorized use of the Service. Customer is directly responsible to QuickReach for the conduct of Customer’s users (the “Authorized Users”) – whether these users are Customer’s own employees or any third-party users such as Customer’s clients or suppliers given access to Customer’s account. Customer shall ensure that its Authorized Users comply with the terms of this Agreement.

 

QuickReach shall be entitled to suspend or cancel the rights granted to Customer and all users associated with the latter, if, in the reasonable opinion of QuickReach, the Customer and/or any of Customer’s Authorized Users, is misusing the Service.

4.    Payment, Refund, and Subscription Terms

4.1    License and Subscription

  1. Customers must subscribe to avail of the Service.

  2. Standard Licenses are billed on an annual basis, which will follow the billing of the Base Subscription initially purchased. All other licenses and add-ons are billed upfront. The amount billed is non-refundable. There will be no refunds or credits for partial months of service.

  3. All subscriptions will be automatically renewed based on the date when the base subscription was purchased.

  4. For annual subscriptions, on the renewal date, all remaining months from subsequently bought standard licenses will be deducted from the amount due for renewal.

  5. Alternative payment terms may be made available for customers.

  6. QuickReach reserves the right to update pricing for all products and services from time to time. Customers would be notified at least 30 days prior of such changes.

  7. In case of non-payment for any reason or any violation of these terms, QuickReach shall be entitled – without liability – to immediately bar Customer’s access to the Service.

4.2    Fair Usage.  As part of our commitment to providing a high-quality, fast and reliable service, QRI has a Fair Usage Policy for its Service which can be viewed at https://www.quickreach.co/fair-use-policy. Customers who exceed their allocated limits, may purchase additional allocations to continue using parts of the Service. 

4.3    Closing of Company Accounts. Other than the automatic closing of Account by expiration, Customer may choose to terminate the Account by sending an email to customersuccess@quickreach.co.

4.4   Account Data Deletion. QuickReach will retain Customer’s account data for a period of fourteen (14) days after the Subscription or Trial Period, after which it will automatically be deleted.

5.    Data Ownership & Privacy

5.1    QuickReach does not own any customer data. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data.

5.2    QuickReach provides an automatic data backup for all customer data. This backup solution is built on top of the world’s leading cloud hosting providers like Microsoft. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above-mentioned cloud service providers. In such cases, QuickReach will restore the last backup data in mutual consultation with you.

5.3    Solely and only for the purpose of providing the services to you, with respect to QuickReach functionalities like backup, replication, high availability, caching for speed, performance, throughput and various other functional and non-functional capabilities, Customer grant QuickReach royalty free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of Customer’s account.

5.4    Customer hereby consents with permissions that, QuickReach may identify Customer as a Customer of the Service (using Customer’s name and logo) in its promotional materials, presentations, media, press releases and proposals to investors as well as other current and prospective customers. QuickReach will seek Customer’s permission for more detailed descriptions of Customer’s use of the Service such as in Case Studies and Customer Profiles.

5.4    If a Customer does not renew the subscription for the Service, QuickReach shall provide all customer data on explicit written request from Customer in a generally accessible format within 14 days after the end of such term and thereafter may delete Customer’s account and all of Customer’s data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons. Additionally, customer data may remain with us for the period of 90 days on our replication servers and/or high availability servers, beyond which it is completely deleted.

6.    Confidentiality

6.1    Confidential Information" shall mean all confidential and proprietary information of both parties, including, but not limited to, all ideas, techniques, models, inventions, know-how, processes, software programs, source code, trade secrets, and works of authorship relating to current, future, and proposed products and services; customer, employee, and supplier lists; and any and all content shared by both parties.

6.2    Subject to clause 6.3, each party (and all its personnel) must:

  1. keep confidential; and

  2. not use or permit any unauthorized use of, all Confidential Information.

6.3    Clause 6.2 does not apply where:

  1. the information is in, or comes into, the public domain (other than by a breach of this clause 6 by the relevant party);

  2. the relevant party has the prior written consent of the party that disclosed the Confidential Information;

  3. the disclosure is required by law;

  4. the disclosure is required in order to comply with this Agreement, provided that the party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 6; and

  5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 6.

6.4    Each party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this Confidentiality clause.  A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.

6.5    This clause 6 will survive the termination or expiry of this Agreement.

7.    Security and Data Backup Measures

QuickReach has security measures in place to protect Customer’s information. You can view a more detailed description of our security and data backup measures in https://www.quickreach.co/security-data-backup

8.    General Account Terms

8.1    Access to the Service is only available to Customer and the Authorized Users, subject to Customer making the applicable payments for the Service under this Agreement.

8.2    Usernames and passwords are personal and are to be considered part of Confidential Information of Customer. Customer is at all times fully liable for all acts and omissions by Authorized Users whom Customer has granted access and agrees to indemnify QuickReach for all claims and losses related to such acts and omissions.

8.3    Customer may not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).

8.4    QuickReach may make updates to the Service from time to time as per market demands.

8.5    Customer is responsible for all taxes and Customer will pay QuickReach for the services without any reduction for taxes. If QuickReach is obligated to collect or pay taxes, the taxes will be invoiced to you.

8.6    Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and QuickReach owns all Intellectual Property Rights in the Service.

9.    Continuity

QuickReach will immediately inform Customer if the continuity of its operations is at risk due to any reason. In such a case, QuickReach will provide the necessary resolution to safeguard the continuity of the access to the services, i.e. releasing QuickReach's source code under an open-source license so that Customer can set up Customer’s own instance of the platform on Customer’s own server in order to continue running solutions built on the QuickReach platform.

10.    Warranty and Disclaimer

10.1    QuickReach warrants that it will provide 95% uptime of the Service failing which downtime credit will be provided for the time the service was not available. The grant of downtime credit shall be the Customer’s sole remedy for the inability to fulfill monthly uptime commitments.

10.2    QuickReach agrees to defend, indemnify, and hold harmless Customer, its affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.

10.3    QuickReach is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of internet and electronic communications provided by you.

10.4    Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.

10.5    QuickReach takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, QuickReach makes no warranty that the Service will be free of viruses or other harmful components.

10.6    QuickReach warrants that it shall exert reasonable efforts to ensure that its provision of the Service shall not infringe the rights of any third parties.

10.7    QuickReach makes no warranty that:

  1. the Service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, QuickReach will take reasonable efforts the rectify the errors and interruptions;

  2. any information or advice obtained by Customer in connection with the usage of the Service for the fitment of its internal business purpose will be accurate or complete. QuickReach’s employees and consultants make a best-case effort to provide the most relevant information to Customer but QuickReach would not be able to guaranteed its accuracy or fitment for purpose; that should be decided by Customer by taking into account other factors that QuickReach might not be privy to,

  3. the results of using the Service will meet Customer requirements.

11.    Limitation of Liability

IN NO EVENT SHALL QUICKREACH BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICE, EVEN IF QUICKREACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH QUICKREACH RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL QUICKREACH’S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING HEREUNDER EXCEED THE AMOUNT OF LATEST SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER IN THE MONTH, IF BILLED MONTHLY, OR IN THE YEAR, IF BILLED ANNUALLY, PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM.

12.    Privacy Terms

QuickReach is committed to safeguard our customers’ personal data which we collect when Customer accesses or uses the Service.  Customer can find more detailed information with regards to our practice on use of personal information in our Privacy Policy Page: https://www.quickreach.co/privacy-policy

13.    Indemnification

13.1    The Customer shall indemnify, defend, and hold harmless QuickReach from and against any and all claims, judgments, costs, awards, expenses, including reasonable attorney’s fees, and liabilities, and damages of any kind arising out of or related to:

  1. the Customer’s breach of this Agreement, or any representation, warranty and/or covenant made by the Customer;

  2. any act or omission of the Customer, or any of its officers, employees, and/or representatives in connection with this Agreement.

14.    Third Party Services

These Terms do not apply to any third party websites, services and applications (“Third Party Services”) that Customer may access through the Service. We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. We encourage Customer to carefully review the Terms and Conditions of any Third Party Services Customer access through the Platform.

15.    Governing Law & Jurisdiction

This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws provisions. This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws provisions. In case of any matter, dispute or claim arising from the terms of this Agreement, the parties agree to mutual consultation in good faith to resolve the matter, dispute or claim. Should the parties be unable to arrive at a resolution, the parties agree to submit the matter, dispute or claim to arbitration with the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with the PDRCI rules in force at the time. The arbitration shall be conducted in English and there shall be one (1) arbitrator mutually agreed upon by the parties. The seat of arbitration shall be in Pasig City, Philippines.

16.    Severability

If any provision of this Agreement is held by any competent court or regulatory authority to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question and the Parties shall negotiate in good faith replacement term(s) for the affected provision in order to achieve as closely as possible the original intentions of the Parties.

17.    No Waiver

The failure of a Party at any time to take action against the other for a breach of any provision expressed in this Agreement shall in no way affect its right thereafter to enforce such provision nor shall the waiver by the party of any breach of any provision expressed in this Agreement be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

18.    Assignment

Customer may not assign any right or obligation under this Agreement. QuickReach may assign any of its rights or obligations under this Agreement to its successors or assignees subject only to prior notice to the Customer.

19.    Full Knowledge

The Parties acknowledge that they have read and understood the contents of this Agreement and that they have, with the assistance of their respective counsels, entered this Agreement willingly, voluntarily, and with full knowledge of their rights and obligations.

20.    Notice

All notices, requests and consents under this Agreement shall be in writing and shall be deemed to have been delivered (a) on the date personally delivered, (b) on the date mailed, postage prepaid by certified mail with return receipt requested, or (c) when sent via facsimile. Customer agrees that QuickReach may provide any notice or communication to required or permitted under these Terms and Conditions to any contact information Customer have provided upon sign-up. If Customer have any questions or concerns about the Services or these Terms and Conditions, please contact us at team@quickreach.co.

Last updated: July 14, 2022