EyeQuant Attention Analytics

EyeQuant, Inc.
Registered Office: 838 Walker Road, Suite 21-2, Dover, Delaware, USA, 19904
Currency: USD

1. Scope

1.1 These Conditions shall apply to all EyeQuant Attention Analytics services and licenses of any kind (henceforth “EyeQuant”) provided by EyeQuant, Inc. (henceforth “EyeQuant”). 1.2 EyeQuant does not accept any terms and conditions which deviate from these Conditions, except if such terms and conditions have been expressly accepted in writing by EyeQuant. 1.3 EyeQuant services are available exclusively to businesses and commercial entities.

2. Subject of Contract

The subject matter of the contract is determined by these general terms and conditions, the service descriptions, and the respective price lists or executed Order Forms (collectively, the “Agreement”).

3. License

3.1 EyeQuant grants the client, for use solely by the client and the client’s authorized users, a limited, non-exclusive, non-transferable, revocable license, limited to the duration of this contract, to access EyeQuant via the Internet and use the associated services as described herein. The client does not acquire any further rights, titles or interests in or to EyeQuant, EyeQuant Technology, the software application, or operating software. 3.2 The client is not allowed to: a) use EyeQuant beyond the specifications of this contract, b) allow such use by a third party, c) grant access to EyeQuant to any unauthorized third party. Specifically, the client may not copy, sell, rent, lease, sublicense, or commercially exploit EyeQuant in whole or in part.

4. Intellectual Property and Usage Rights

4.1 Client Data. The client retains all rights, title, and interest in and to all data, content, and materials submitted to EyeQuant by the client (“Client Data”). The client represents that it has the necessary rights to use and submit such Client Data, including data belonging to the client’s own customers. 4.2 Outputs. Subject to the terms of this Agreement, EyeQuant grants the client a perpetual, non-exclusive, non-transferable, worldwide right to use, reproduce, display, and distribute the outputs, reports, analytics results, and visualizations generated through the services (“Outputs”) for the client’s business purposes. This license explicitly includes the right to use Outputs for commercial purposes, such as incorporating them into consulting services, agency reports, marketing materials, and presentations delivered to the client’s third-party customers. 4.3 EyeQuant IP. EyeQuant retains all rights, title, and interest in and to the EyeQuant platform, software, algorithms, methodologies, models, technology, and any improvements or derivatives thereof, including any know-how gained in the course of providing the services. 4.4 Data Usage Restrictions. EyeQuant is authorized to process and use Client Data solely for the purpose of providing the Services to the Client under this Agreement. EyeQuant shall not use Client Data (whether in raw, aggregated, or de-identified form) to train, retrain, or improve its artificial intelligence or machine learning models, algorithms, or neural networks, unless the Client has expressly agreed to such use in a separate written agreement or Order Form.

 4.5 Feedback. The client may from time to time provide suggestions or feedback regarding the Services (“Feedback”). The client agrees that all Feedback is voluntary and grants EyeQuant a worldwide, perpetual, irrevocable, royalty-free license to use and exploit such Feedback for any purpose.

5. Restrictions on Reverse Engineering and Competitive Use

5.1 The client shall not, and shall not permit any third party to: a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or models of EyeQuant; b) access EyeQuant for the purpose of building or improving a competing product or service; c) use EyeQuant to perform benchmarking or competitive analysis intended for publication or disclosure to third parties without EyeQuant’s prior written consent; d) use automated scripts, bots, scraping, or other high-volume querying mechanisms except as expressly authorized by EyeQuant. 5.2 Any violation of this Section shall constitute a material breach of this Agreement.

6. Data Protection and Data Security

6.1 Both parties shall comply with all applicable data protection and privacy laws. 6.2 If the client collects, processes, or uses personal data either directly or through EyeQuant, compliance with all applicable regulations is the client’s sole responsibility. The client indemnifies EyeQuant against third-party claims arising from unlawful processing. 6.3 EyeQuant employs appropriate technical and organizational security measures consistent with industry standards. 6.4 Further details are governed by EyeQuant’s privacy policy, available at https://www.eyequant.com/privacy-policy/.

7. Obligations of the Client

The client shall: 7.1 pay invoices when due; any failed collection costs shall be reimbursed. 7.2 protect access credentials from unauthorized third-party use. 7.3 ensure that all third-party rights are respected when transferring content or data. 7.4 obtain all necessary consents from individuals where required. 7.5 not misuse EyeQuant or transmit unlawful, harmful, defamatory, pornographic, or reputation-damaging material. 7.6 indemnify and hold harmless EyeQuant from liabilities arising from illegal use, infringement, or violations of law.

8. Acceptable Use Policy

8.1 The client shall not use EyeQuant in a manner that: a) interferes with or disrupts the integrity or performance of the services; b) introduces malware, viruses, or harmful code into the platform; c) attempts unauthorized access to EyeQuant systems, accounts, or networks; d) imposes an unreasonable or disproportionately large load on EyeQuant infrastructure. 8.2 EyeQuant may suspend access immediately where necessary to prevent harm, security risk, or ongoing misuse. Fees remain payable during any suspension resulting from the client’s breach.

9. Customer Responsibilities for Data Accuracy

9.1 The client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Client Data submitted to EyeQuant. 9.2 EyeQuant shall not be responsible for any errors, inaccuracies, or misleading Outputs resulting from incomplete, inaccurate, or unlawful Client Data provided by the client.

10. Misuse and Remedies

10.1 EyeQuant may restrict access if the client infringes essential obligations. Access will be restored once the infringement is resolved. 10.2 Legal Remedies. In the event of a breach of Sections 5 (Restrictions), 8 (Acceptable Use), or any other material breach of this Agreement by the client, EyeQuant reserves the right to seek all available legal and equitable remedies, including but not limited to monetary damages, injunctive relief, and recovery of reasonable attorney’s fees and costs.

11. Terms of Payment

11.1 Governance by Order Form. Specific payment terms, including fees, billing frequency, and payment due dates, shall be governed by the applicable Order Form or accepted offer signed by the client. 11.2 Standard Payment Terms. In the absence of specific payment terms in the signed Order Form, the following shall apply: a) Usage-independent fees are payable in advance beginning on the service start date. b) Usage-based fees are payable upon invoice. c) All invoiced amounts are due no later than ten (10) days after receipt of invoice. d) Partial months are calculated daily at 1/30 of the monthly fee.

12. Service Interruptions

EyeQuant shall address service disruptions promptly within its operational means. The client must report faults immediately. EyeQuant will use commercially reasonable efforts to restore services in a timely manner.

13. Default of Payment

13.1 If the client defaults significantly, EyeQuant may block access while fees remain payable. 13.2 Acceleration. If the client defaults for two consecutive months, or for more than two months on an amount equal to two monthly fees, EyeQuant may terminate the contract without notice and declare all remaining fees for the then-current term immediately due and payable.

14. Reference

EyeQuant shall not use the Client’s name, logo, or trademarks in any advertising, marketing materials, publicity, or on its website without the Client’s prior written consent. If granted, such consent may be withdrawn by the Client at any time upon written notice to EyeQuant; provided, however, that such withdrawal shall not apply to any materials that have already been published, printed, or distributed prior to the date of such notice.

15. Warranty Disclaimer

15.1 EyeQuant provides the services and all Outputs on an “AS IS” and “AS AVAILABLE” basis. 15.2 AI Disclaimer. The client acknowledges that EyeQuant services utilize artificial intelligence and predictive modeling. The client understands that the Services provide probabilistic predictions based on statistical patterns and do not guarantee actual human behavior or specific business outcomes. EyeQuant does not warrant that: a) the services will be uninterrupted, error-free, or completely secure; b) the Outputs will achieve any specific business result; 15.3 To the maximum extent permitted by law, EyeQuant disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

16. Limitation of Liability

16.1 Exclusion of Consequential Damages. To the maximum extent permitted by law, EyeQuant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business opportunity, goodwill, or loss of data. 16.2 Cap on Liability. EyeQuant’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the client to EyeQuant in the twelve (12) months preceding the event giving rise to the claim. 16.3 Nothing in this Agreement shall limit liability for personal injury, fraud, or any liability that cannot be excluded under applicable law.

17. Force Majeure

EyeQuant shall not be liable for losses resulting from events beyond its reasonable control, including war, strikes, disasters, outages, and infrastructure failures.

18. Confidentiality

18.1 Each party shall treat all non-public business, technical, and commercial information disclosed under this contract as confidential. 18.2 Confidential information shall not be disclosed to third parties except as required for contract performance or by law. 18.3 Confidentiality obligations survive termination for three (3) years.

19. Subscription Term and Renewal

19.1 Subscription details, including service term, pricing, renewal conditions, and cancellation notice periods, shall be governed exclusively by the terms set forth in the accepted offer, order form, or applicable statement of work between the parties. 19.2 Unless otherwise stated in the accepted offer, all fees are non-refundable.

20. Termination and Data Return

20.1 Upon termination, the client’s access to EyeQuant will cease. 20.2 Upon request, EyeQuant will provide the client with an export of client data within thirty (30) days of termination, where technically feasible.

21. General

21.1 Where EyeQuant provides documents in multiple language versions, the English version shall be binding. 21.2 The client may not assign rights without EyeQuant’s written consent. EyeQuant may assign rights to an affiliated entity. 21.3 This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-law principles. Any disputes shall be submitted exclusively to the state or federal courts located in Delaware. 21.4 Modifications must be in writing. 21.5 If any provision is invalid or unenforceable, the remaining provisions remain in effect.