This Quantum Integration, Inc. (“Quantum”) Terms of Service (“TOS”) sets out the terms and conditions governing the relationship between Quantum and its registered users (“Registered Users”) of the Quantum IoT Platform, including the Q-Server Central Core, the Q-Client Builder Base and related products (collectively, “Products”), the Quantumintegrate.com website (“Website”) and the related Quantum services as further described herein (collectively, “Services”), and other non-registered users (“Non-Registered Users”) who may use, access and/or interact with the Website (all such Registered Users and Non-Registered Users, collectively, “Users” and “your” and, individually, “User” or “you” or “yours”). You accept and agree to be bound by this TOS by registering, browsing, accessing or using the Website or any of the Services, including by clicking “ACCEPT” to this TOS during registration and setting up of a Quantum account, or to any amended TOS thereafter, as further described below.

This TOS also incorporates other terms, conditions, rules, guidelines and requirements governing your use of any particular Services, including the Quantum Privacy Policy (“Privacy Policy”) at www.quantumintegrate.com/legal, as well as any other referenced or posted policies, guidelines or instructions with respect to any particular Service or Website activity, content or materials.

If you do not agree to this TOS, do not register, use or access (or continue to use or access) the Website, Products or any Service. Use of the Website, Products or any Service shall be deemed your acceptance of and agreement to be bound by this TOS.

Quantum reserves the right to amend, update or revise this TOS at any time at its sole discretion, including to add, modify or remove certain Services or Website functionality. Your continued use of any Services or the Website following the posting and/or notice via email of any amendments, updates or revisions of this TOS shall be deemed your acceptance of and agreement to be bound by all such changes. Your access and use of the Services or Website will be subject to the then-current TOS. Please check back and review frequently the TOS for any changes and any incorporated terms, conditions and guidelines.

The Services and Website are intended for general audiences and for Users 16 years of age or older, and are not directed to or intended for minors.  Any registration, use of, or access to the Web Site or Services by anyone under 16 is not permitted and is in violation of this TOS. By registering or using any of the Services or accessing the Web Site, you represent and warrant that you are over 16 and that you agree to and to abide by all of the terms and conditions of this TOS.

Subject to this TOS, you may register your account and have access to and use the Services and Website, and Quantum grants you a non-exclusive, limited, revocable and non-transferable license to use the Services and Website.  This license and your use of the Services and Website, and any benefits derived therefrom, may be suspended and/or terminated in whole or in part by Quantum, with or without notice, at any time in the event of any violation by you of this TOS or any applicable law.  As an Non-registered User, you may access, use and/or interact with the Website, for example, to review and purchase Products at the Quantum Store (as defined below), however, only Registered Users may have access to and use of the Services.  Users must register to use any of the Services, other than the Quantum Store, as further described below.

The Services, accessible via registration on the Website as further described below, include setting up an account dashboard and interface to administer your account and your connected devices (including naming devices and checking status), generating firmware by Quantum for upload to your Product server to communicate with your connected devices, and creating or utilizing existing Products applications to map and control your devices, as well as the provision of updates and technical support.

As part of the Services, Quantum may, in its sole discretion from time to time, provide updates, patches, fixes and other modifications (including for maintenance and functionality) to the Products (including server, clients and applications) and Services (collectively, “Updates”), but has no obligation to do so, and any Update shall be fully subject to this TOS. You will be notified of any available Updates. You acknowledge that you may be required to install Updates in order to use the Products and Services and, when applicable, you agree to promptly install any Updates that Quantum makes available to you.

Technical support includes remote monitoring and diagnostic services to identify and resolve technical issues, including automatic support ticket generation.  You agree to allow Quantum access to your Products and network in order to provide such remote monitoring and diagnostics technical support.

The Services include “Gateways” and “Third Party Services” where Gateways are third-party modules, provided by Quantum, that you install on your server and that allow you to connect third party devices and services to your Products, and Third Party Services are third party pieces of code, downloadable from third party websites, that you install on your server and that allow you to connect third party devices and services  to your Products, respectively, and, in each case, subject to the liability limitations described below.

The Services also include a Quantum Marketplace where you may share and access certain Quantum-generated firmware from Users and certain User-developed applications, in each case, subject to the usage restrictions and liability limitations described below. Also, you may export and share such firmware and applications locally with other users of the Products, as further described below.

The Services also provide an online store (“Quantum Store”) for purchasing the Products and related items. Additional terms of service for the Quantum Store are at www.quantumintegrate.com/legal. From time to time, Quantum may send you marketing emails. You can opt in to receive marketing emails at registration, and may unsubscribe at any time.

Note that a Q-Server Central Core supports up to five Q-Client Builder Bases. There may be more information on the Products, Services and options on the Website. Quantum may amend, modify or change the Services and/or Website at any time without notice to you.

Registration is permitted and processed in accordance with the instructions provided with the Products and as instructed on the Website during registration, including the information to be provided for registration (including name, email address, server license key and password). In registering with Quantum, you agree to provide and keep current true, accurate and complete information about you as may be required for registration, including valid contact information as well as your server identification and password. During registration you must “ACCEPT” this TOS.

You agree that Quantum may send any notices (including administrative, technical support and account termination notices) and otherwise communicate with you by email to the email address provided by you at registration or later update. Quantum shall not be responsible or liable if a User does not receive any communication or notice from Quantum due to incorrect or outdated email address or other information provided by the User. Notwithstanding the forgoing, User acknowledges and agrees that as an alternative, any notice posted on the Website shall be deemed received by User when posted, and it is each User’s responsibility to check frequently for posted notices on the  Website, including with respect to updates of this TOS.

You acknowledge and agree that you are responsible for any activity on or misuse of your account, even if the activity was committed by a friend, family member, colleague, guest or employee, or any other authorized or unauthorized user of your account. It is your responsibility to ensure that your access to your account is properly protected.  It is also your responsibility that your access to your account is configured in a secure manner and that you have adopted appropriate security measures and take appropriate steps to ensure that others do not gain unauthorized access to your account. Your password provides access to your account. It is your responsibility to keep your password secure and you may not share your password and account access with unauthorized users.

Without limiting the above, the following account-related activities are a violation of this TOS and are prohibited:

- using your account to gain unauthorized access, or attempt to breach the security of, another account (including to obtain another user's password without permission)  or Quantum’s network or server(s), or to penetrate, or attempt to penetrate, security measures of Quantum's or another entity's computer software or hardware, electronic communications system, or telecommunications system;

- circumventing or attempting to circumvent authentication or security of any other account, including accessing data not intended for you, logging into or making use of an account you are not expressly authorized to access, or probing the security of other accounts, including by use of tools designed for compromising security, such as password guessing programs, cracking tools or system probing tools;

- registering an account for another person or third party or group unless so authorized,  

- creating a false identity for the Services or on the Website; and/or

- allowing others to use your account for illegal or inappropriate activity, as further described below.

Without limiting the foregoing, you represent and warrant that your use of the Website and/or Service is and will be solely for lawful purposes.

All personally identifiable information (“PII”) provided by you during registration (including name and email address) or collected by Quantum as part of the Services (including IP address and server license key), as well as by you during a purchase transaction on the Quantum Store that may be retained by Quantum for shipping purposes (including address (including street, city, state, country and zip/postal code) and telephone number(s)), and any non-PII provided by you during registration or otherwise to Quantum or collected as part of the Services (including server status and data), shall be collected, stored, processed and/or utilized by Quantum in accordance with its Privacy Policy as set out at www.quantumintegrate.com/legal.

Access to the Services require the following:  

- account registration with Quantum (as described above);

- a working Wi-Fi network that is positioned to communicate reliably with the Products;  

- an enabled and supported wireless device, such as a phone, tablet or computer. (A connected computer is required for some features and functionalities of the Services, as indicated on the Website);  

- for some features and functionality, always-on broadband Internet access with bandwidth sufficient to support your Products; and  

- other computer system or network elements that may be specified by Quantum, if applicable.

It is your responsibility to ensure that you have all requirements and that they are compatible, connected and configured properly. You acknowledge that the Services may not work as described if the requirements and compatibility have not been met. If you modify, substitute, move or otherwise change any of the requirements, it is your responsibility to ensure they are compatible, connected properly configured properly to work with the Products and Services. In the event of any service interruptions to your home’s Wi-Fi network or internet connection, or to your mobile, telephone and other network connections, the Products and Services and/or certain features and functionalities of them may be unreliable or unavailable for the duration of such interruption. Quantum is not responsible for any such interruptions or the unreliability or unavailability the Products or Services during such interruptions.

As a User of the Services, you agree to use the Services responsibly and legally. This section of the TOS sets out certain general and specific permissions, restrictions and limitations with respect to access to and use of any Service and/or the Website. All Users must comply with these terms.

1. Content
2. Website Content

The copyrights, trademarks and other intellectual property rights in and to the content and materials on or made available through the Website (“Content”) are the property of their respective owners, including Quantum, its licensors and its Users. As a User, you may only use the Content as described herein. This TOS provides you a non-exclusive, limited, revocable right to access and use the Content, as further described herein or on the Website.

Nothing contained in this TOS grants to you or any third party any right, title or interest in or to the intellectual property of Quantum, its licensors, its Users or any third party, and nor shall this TOS be construed as conferring any right or license to any of same, whether by estoppel, implication or otherwise.  All such intellectual property remains the sole property of Quantum, its licensors, its Users, or any third party, as applicable.

1. User Content

As part of the Market Place Services, and subject to the terms of this TOS, you may submit Quantum-generated firmware and User-developed applications (collectively, "User Content") for sharing by Quantum with other Users. At its discretion, Quantum may review and test the User Content for posting on the Market-place for access and use by other Users, but Quantum has no obligation to review, test and/or post any User Content.  Also, you may export and share such User Content locally with other Product users.

Without limiting the general restrictions below, you may not submit or export any User Content that you do not have permission to post or that infringes the intellectual property or other rights of any party. You will not submit or export any User Content that contains, or otherwise upload, transmit or distribute, any software or code (including viruses, worms or malware) or any other computer files or programs designed or intended to damage, interrupt, destroy, alter or limit the functionality of any computer software or systems, hardware or communications equipment, devices or data, including of Quantum (including the Website, Products and Services) or of any other User. Subject to Quantum’s rights in and to the underlying software in any User Content, you are solely responsible for the User Content you submit or export and/or is located on your system or within your account.

In submitting or exporting User Content, you hereby grant to Quantum and all Users an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license and right of sublicense to use, copy, excerpt (in whole or in part), to prepare derivative works of, or incorporate into other works, and distribute all User Content in connection with the Services, including in order to facilitate the posting of such User Content on the Market Place and/or as part of the Services.  The license granted above will continue indefinitely, and Quantum may retain archived copies of your User Content.  Your submission or export of User Content, or any use thereof, does not suggest or imply that Quantum promotes or endorses any User Content and Quantum shall not be responsible or liable for any User Content.

1. General Restrictions

Any use of the Website not permitted under this TOS, including  the copying, reproduction, modification, distribution, transmission, re-publication, transfer, display, performance, re-hosting, tampering, framing, and/or embedding of this Website, its Content or any Services, or any commercial use whatsoever of this Website, its Content or any Services, including licensing, selling, renting, leasing or otherwise charging others for access to the Website, any Content or any Services, or selling any User Content from the Market Place, is strictly prohibited without the prior written consent of Quantum.

You agree not to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, create derivative works, translate, modify or otherwise alter any executable code, tool in the Content, Products or Services. Further, you agree not to attempt to harvest, collect or reproduce any Content, Products or Services, or to extract, scrap data mine or otherwise copy any Content, Products or Services, or any part thereof, or to incorporate any Content, Products or Services in any other content, product or service, either electronically, manually or otherwise, or to access the Content, Products or Services in order to develop or build a similar Products or Services.

You further agree not to interfere with, disrupt or attempt to gain unauthorized access to the Products or Services, or the servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; access (or attempt to access) any of the Services or Products by means other than through the interfaces provided by Quantum; and or remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Content, Products or Services.  Without limiting the foregoing, any use of the Website, Content. Products or Services other than as specifically authorized herein, without the prior written permission of Quantum, is strictly prohibited.

In the event of a violation of these usage restrictions, or any other terms of the TOS, Quantum, in its sole discretion, in addition to any other rights it may have, may restrict, suspend or terminate an account without prior notice and disallow a person from utilizing the Services or the Website, as further described below.  Without limiting the foregoing, Quantum is under no obligation to review any User's account activities to determine if a violation of these restrictions has occurred, nor does Quantum assume any responsibility to monitor or police activities by Users or their accounts, including any Upload of User Content, provided that Quantum reserves the right at all times to monitor, review, delete, remove or block any User Content that, in Quantum’s sole discretion, may be illegal or may violate the rights, harm or threaten the safety of users or others, may subject Quantum to civil or criminal liability, and/or may violate this TOS. User acknowledges that Quantum may disclose to and cooperate with governmental, regulatory and legal authorities and/or other third parties in the investigation of any suspected or alleged crime or wrongdoing (civil or otherwise) by any User. Quantum is not responsible or liable for any violation of the TOS by any User.

In the event of a violation of this TOS, including any conduct of any prohibited activity or breach of any account security restrictions described herein, or where otherwise permitted by this TOS, in addition to all other rights at law or in equity that Quantum may have, Quantum reserves the right to immediately suspend and/or terminate the applicable account(s) and/or the applicable Services and/or access thereto, in whole or in part, without prior notice, at any time.  Suspension, termination or denial of access may apply to all of a User’s accounts, not just the specific account under which the violation occurred. Solely at its option, Quantum may notify a User of any observed inappropriate activity that violates the TOS, including any necessary corrective action by User. Quantum’s failure to identify any violation or to enforce its suspension, termination or denial of access policy, for whatever reason, shall not be construed as a waiver of Quantum’s right to do so at any time and you may not imply from any such failure or waiver by Quantum a right for you to continue using the Website or Services.

Upon suspension or termination of your account, all licenses provided by Quantum to you in relation to the Services, Content or Website are immediately suspended or terminated (as the case may be).  In addition, in such an instance, all materials downloaded and/or procured by you from the Services or Website shall be immediately destroyed by you.

The Website and Services may contain links to websites or services managed or controlled by third parties, including, for example, Third Party Services, Gateways, the Quantum Store, fulfilment services and technical support. Such websites, including the operation, availability and content thereof, and your use of such websites, including any products or services made available through such websites, are governed by the applicable policies of the respective third parties. Quantum does not endorse these third parties, websites, or their products or services or the content of their websites, nor is Quantum acting as an agent thereof, and Quantum is not responsible for the policies (including any website terms of use and privacy policy) or actions or inactions of these third parties, their web sites, or any content found or appearing therein.  Quantum does not warrant in any way the products, services or business practices of any such third parties or the content available on or from their websites. Quantum encourages you to review the privacy and other policies of these third parties and their websites. Quantum reserves the right to eliminate or change any such third party links or services without prior notice.

If you believe that anywhere on the Services, including without limitation the Website,  your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information:

- a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;

- a description of the copyrighted work or other intellectual property that you claim has been infringed or violated;

- a description of where the material that you claim is infringing is located on our Website or within the Service;

- your address, telephone number, and email address;

- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at:  

Quantum Integration, Inc.
Attn: Notice of Claims of Copyright or Other Intellectual Property Infringement
4321 Marina Drive
Santa Barbara, CA 93110

SUBJECT TO ANY QUANTUM WARRANTY ON THE PRODUCTS, THE WEBSITE, THE PRODUCTS AND SERVICES, AND ALL CONTENT AND MATERIALS MADE AVALABLE ON OR THROUGH THE WEBSITE OR SUCH PRODUCTS OR SERVICES, INCLUDING GATEWAYS, THIRD PARTY SERVICES AND USER CONTENT, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, AND YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE, AND/OR ANY SUCH PRODUCT, SERVICE, CONTENT OR MATERIAL, IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, QUANTUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE WEBSITE, THE PRODUCTS AND SERVICES, AND CONTENT OR MATERIALS MADE AVAILABLE ON OR THROUGH THE WEBSITE OR OTHERWISE, INCLUDING GATEWAYS, THIRD PARTY SERVICES AND USER CONTENT. NEITHER QUANTUM OR ANY OF ITS AFFILIATES, NOR ITS OR THEIR OWNERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, THIRD PARTY SERVICE OR CONTENT PROVIDERS AND/OR LICENSORS, WARRANT THAT THE USE OF THE WEBSITE, PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO ANY OF SAME MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR MATERIALS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR ANY OF SUCH PRODUCTS AND SERVICES, INCLUDING ANY AND ALL THIRD PARTY CONTENT OR MATERIALS ON THIRD PARTY WEBSITES ACCESSED USING THE SERVICES.  IN NO EVENT SHALL QUANTUM BE LIABLE, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY), FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, LOSS OF BUSINESS, LOSS OF EQUIPMENT OR LOST PROFITS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ARISING OUT OF OR RELATING TO THE PERFORMANCE OR NON-PERFORAMNCE OF OR THE USE OF OR INABILITY TO USE  THE WEBSITE OR QUANTUM’S PRODUCTS OR SERVICES, OR ANY PARTS THEREOF, EVEN IF QUANTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO ANY QUANTUM WARRANTY ON THE PRODUCTS, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE PRODUCTS OR SERVICES, OR WITH ASSOCIATED CONTENT OR MATERIALS AND/OR WITH THIRD PARTY CONTENT, MATERIALS AND/OR WEBSITES LINKED THEREFROM, IS TO DISCONTINUE USE OF THE WEBSITE OR THE APPLICABLE PRODUCT, SERVICE, CONTENT OR MATERIAL AND/OR WITH THIRD PARTY CONTENT, MATERIALS AND/OR WEBSITES.

THE ABOVE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY APPLY TO ANY DAMAGES ARISING OUT OF OR RELATED TO ANY PERFORMANCE, NON-PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DOWNTIME, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION IN, OR UNAUTHORIZED ACCESS, ALTERATION OR USE OF OR TO, THE WEBSITE, PRODUCTS AND SERVICES, OR THE CONTENT AND MATERIALS ACCESSED BY OR THROUGH THE WEBSITE OR ANY PRODUCTS OR SERVICES.  APPLICABLE LAW MAY LIMIT THE LIMITATIONS OR EXCLUSIONS OF LIABILITY HEREUNDER AND PROVIDE YOU WITH ALTERNATIVE OR ADDITIONAL RIGHTS. IN SUCH EVENT, QUANTUM’S LIABILITY SHALL BE LIMITED TO THE MINIMUM PERMITTED BY APPLICABLE LAW.  FOR INFORMATION ON QUANTUM PRODUCTS WARRANTY, GO TO www.quantumintegrate.com/legal.

You agree to defend, indemnify and hold harmless Quantum and its affiliates, and it and their owners, directors, officers, employees, representatives, contractors and agents (collectively, “Indemnitees”), from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from any breach by you, or anyone acting on your behalf, of this TOS or from your use of the Website or any Service (collectively, “Claim”).  You are solely responsible for defending any Claim against an Indemnitee, subject to such Indemnitee's right to participate with counsel of its own choosing at its own expense, and subject further to the Indemnitee’s right at any time to take over such defense, in which case, you will cooperate at your expense with Indemnitee in the defense and remain responsible and liable to Indemnitee for all costs and expenses relating to the defense, which costs and expenses shall be paid by you to Indemnitee within thirty (30) days after receipt of invoice therefor. Indemnitees will (at your sole expense) reasonably cooperate to facilitate the defense or settlement of any Claim, provided that you will not agree to any settlement that imposes any obligation or liability on an Indemnitee without such Indemnitee's prior express written consent.

The Website and Services are operated in and provided from California (the “Territory”). Quantum does not represent that the Website or Services are appropriate or legal for use in locations other than in the Territory. If you choose to use the Website or Services from any other location than the Territory, you do so at your own risk and are solely responsible for compliance with local laws. Quantum reserves the right to limit the use of the Website or any of its Services to any location without prior notice to you. You may not, either directly or indirectly, throughout the use of any device, software, service or other means remove, alter, bypass, avoid, interfere with or circumvent any geo-filtering technology employed by Quantum.

This TOS shall be governed in accordance with the laws of the state of California, without regard to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the TOS.  You acknowledge and agree that the terms of the Uniform Computer Information Transactions Act, to the extent applicable to the Website or the Services and your access and use thereof, if at all, shall not apply to this TOS or the Website and/or the Services.  You expressly agree that any action at law or in equity arising out of or relating to this TOS, including any breach or anticipated breach thereof, the use of the Website or the use of the Product or Services, shall be submitted exclusively to the state or federal court, having jurisdiction, located in Santa Barbara County, California. Any claim against Quantum will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.  Without limiting the foregoing, where Quantum makes a good faith determination that a breach or threatened breach of this TOS (including infringement of its intellectual or proprietary rights) is such that a temporary restraining order or other injunctive or equitable relief is an appropriate and adequate remedy in addition to damages, Quantum may proceed with such action without first resorting to the court(s) as described above or the posting of any bond.

Quantum shall not be liable for any loss or damage or be deemed to be in breach of this TOS if its failure to perform or failure to cure any of its obligations under this TOS results from any event or circumstance beyond its reasonable control, including any natural disaster, fire, flood, earthquake or other acts of god; shortage of equipment, materials, supplies or transportation facilities; strike or other industrial dispute; war, acts of terrorism or rebellion; shutdown or delay in power, telephone, Internet, and/or other essential service due to the failure of computer or communications equipment or otherwise (each a “Force Majeure”). Without limiting the foregoing, the time for any such performance or cure will be extended, at a minimum, for a period equal to the duration of the Force Majeure, including as may be described in any notice of such event or circumstance to User by or on behalf of Quantum.

“Confidential Information” means any and all proprietary and/or non-public information disclosed to you by Quantum, if any, either directly or indirectly, in writing, orally, electronically, by observation or otherwise, other than information that you can establish:  (a) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Quantum, (b) becomes publicly known and made generally available after disclosure to you by Quantum other than through your action or inaction, or (c) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Quantum, as shown by your contemporary files and records.  You will not at any time:  (i) sell, license, and/or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information, and/or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with this TOS.  You will take all measures to protect the secrecy of, and to avoid disclosure and/or unauthorized use of, the Confidential Information.  If required by law to disclose Confidential Information, you may do so provided that: (1) to the extent permissible under applicable law, you give Quantum prompt written notice of such requirement prior to such disclosure, (2) you assist Quantum in obtaining an order protecting the Confidential Information from public disclosure, and (3) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.  All Confidential Information will remain the property of Quantum, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to Quantum, destroyed, or uninstalled immediately upon Quantum’s request, or upon termination of your use of or access to the Services and/or Website.