Legal
Terms of Service
Last updated: June 7th, 2026 · Download PDF
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. SECTION 27 (DISPUTE RESOLUTION) CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER.
BY ACCESSING OR USING THE SITE OR THE SERVICES, OR BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, AND "YOU" SHALL REFER TO THAT ENTITY.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH QUILL TECHNOLOGIES, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
THE SERVICES INCLUDE AI-ENABLED FEATURES AND AUTOMATED AGENTS THAT MAY EXECUTE ACTIONS WITHIN YOUR IT ENVIRONMENT, TICKETING SYSTEMS, AND THIRD-PARTY SERVICES YOU AUTHORIZE. ANY ACTIONS TAKEN OR OUTPUTS GENERATED BY THE SERVICES ARE TAKEN AT YOUR DIRECTION AND ON YOUR BEHALF, AND YOU REMAIN SOLELY RESPONSIBLE FOR REVIEWING, AUTHORIZING, AND VALIDATING SUCH ACTIONS AND OUTPUTS BEFORE RELYING ON THEM IN PRODUCTION OR OTHER MATERIAL CONTEXTS.
These terms and conditions (these “Terms”) apply to the access to and use of the website https://www.tryquill.com (the “Site”) and the products and services offered through the Site (collectively, the “Services”). These Terms are entered into between you (“you” or “Customer”) and Quill Technologies, Inc. (“Quill,” “us,” “we,” or “our”). If you have entered into a separate written agreement with Quill (including a Master Services Agreement, Order Form, or Statement of Work) (a “Customer Agreement”), the terms of that Customer Agreement will control to the extent of any conflict with these Terms with respect to the subject matter expressly addressed therein.
Quill may modify these Terms from time to time. The date of the most recent revision is set out as the “Last Updated” date above. We will use commercially reasonable efforts to notify you of any material change by email or in-product notice. Your continued use of the Site or the Services following the effective date of any such change constitutes your acceptance of the revised Terms. You should also carefully review our Privacy Policy and any Data Processing Addendum applicable to your use of the Services.
1. Order Acceptance and Cancellation#
Your order is an offer to purchase the products or services listed in your order subject to these Terms. All orders must be accepted by Quill, and Quill is under no obligation to accept any order. Quill may decline or cancel any order in its sole discretion, even after an order confirmation has been sent, including for suspected fraud, pricing errors, export-control concerns, or violations of these Terms.
2. Beta and Early-Access Services#
From time to time we may make features, products, or services available that we identify as “beta,” “preview,” “early access,” “experimental,” or similar (collectively, “Beta Services”). Beta Services are provided for evaluation purposes, are not considered generally available, may be subject to additional terms presented at the time of access, and may contain bugs, errors, or other defects. Quill may modify, suspend, or discontinue Beta Services at any time, with or without notice. BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, INDEMNITY, OR SERVICE-LEVEL COMMITMENT, AND QUILL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY BETA SERVICE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). Your use of any Beta Service is at your sole risk.
3. Prices and Payment Terms#
(a) Subscriptions and Order Forms. Subscriptions are sold on a monthly or annual basis as set forth on the applicable order page or Order Form. Unless otherwise specified, paid subscriptions automatically renew for successive periods equal to the initial term, at then-current prices, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
(b) Payment Processors. We may use third-party services to facilitate payment and the completion of purchases. By submitting your payment information, you grant us the right to provide that information to those third parties subject to our Privacy Policy and their terms.
(c) Promotions. We may offer promotions on the Site governed by separate terms. If there is a conflict between promotional terms and these Terms, the promotional terms will control with respect to the promotion.
(d) Payment Method; Authorizations. Payment must be received before we are obligated to provide Services. We accept most major credit cards and, for invoiced customers, payment by check, ACH, or wire on net thirty (30) day terms unless otherwise specified on an Order Form. You represent and warrant that (i) the payment information you supply to us and/or our payment processors is true, correct, and complete; (ii) you are duly authorized to use the payment method for the purchase; (iii) charges incurred by you will be honored by your card issuer or bank; and (iv) you will pay all charges incurred by you at the posted prices, including all applicable taxes.
(e) Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase other than Taxes based on Quill’s net income, property, or employees. If we are required to collect any Taxes, we will invoice you for those Taxes unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority.
(f) Late Payments. Any amount not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus all costs of collection (including reasonable attorneys’ fees).
(g) Service Modifications. We reserve the right to modify the scope, availability, or features of the Services, and to impose reasonable usage restrictions, with prior notice as required by these Terms or any Customer Agreement. Material reductions in functionality during a paid subscription term will not apply to that term until renewal, except as required by law or to protect the security or integrity of the Services.
4. Price Changes#
We may change our prices upon reasonable notice. Price increases will become effective fourteen (14) days after they are posted to the Site or notified to your account, except that increases made for legal reasons, for Beta Services, or for renewal of a paid subscription term will take effect immediately or as otherwise specified in the notice or Order Form. Any price changes apply to fees charged to your account after the effective date of the change.
5. Returns and Refunds#
Except as expressly set forth in these Terms or in an applicable Customer Agreement, all sales are final and fees are non-refundable. We reserve the right to evaluate returns, refunds, or cancellations on a case-by-case basis and to issue prorated refunds in connection with terminations for cause by you under Section 21 (Termination; Suspension).
6. Acceptable Use#
You may not use the Services (and may not permit any third party to use the Services) for any of the following:
- any illegal activity or any activity that violates any applicable law or regulation;
- generating, soliciting, or distributing child sexual abuse material or any content that exploits or harms children;
- content that expresses, incites, or promotes hate based on identity;
- content that intends to harass, threaten, defame, or bully any individual;
- content that promotes, encourages, or depicts acts of self-harm, including suicide, cutting, or eating disorders;
- adult content, adult industries, or pornography;
- content that violates any applicable privacy law or any contractual obligation;
- content that is classified, sensitive, or related to the national security of any country or nation;
- content that violates an agreement between you and any third party, including any agreement with a governmental authority;
- content that violates any applicable national or international law or regulation;
- any content, images, or objects depicting people without their consent or that you do not have the rights to use;
- attempting to gain unauthorized access to, probe, scan, or test the vulnerability of any system or network (including those of Quill, any third party, or any system to which Customer does not have authorization), or to defeat or circumvent any authentication, security, or rate-limiting controls;
- using the Services to autonomously execute irreversible actions on production or safety-critical systems without effective human oversight where the Documentation requires such oversight;
- using the Services to harvest, exfiltrate, or expose credentials, secrets, API keys, or other authentication material;
- using the Services to operate or facilitate ransomware, command-and-control infrastructure, botnets, surveillance, stalkerware, or other malicious or weaponized capabilities;
- using the Services in a manner that materially interferes with, degrades, or disrupts the integrity or performance of the Services or any other Quill customer’s use of the Services; or
- using the Services in violation of the IT systems or service-provider terms of any system that the Services are connected to or are directed to act upon.
We may publish additional acceptable-use guidance from time to time at https://trust.tryquill.com (the “Acceptable Use Policy”), which is incorporated into and forms part of these Terms.
7. IT Environment and Agent Actions#
The Services include AI-enabled features, automated workflows, and agents (collectively, “Agents”) that, when configured and authorized by you, may interact with your IT systems, ticketing systems, identity providers, and other third-party services (“Customer Systems”) to read, write, modify, or otherwise act upon data and systems. You acknowledge and agree that: (a) any action taken by an Agent in connection with the Services is taken at your direction and on your behalf and is your responsibility; (b) you are solely responsible for designating which Customer Systems the Agents may access, the scope and level of permissions granted to the Agents, and the implementation of appropriate human-in-the-loop controls, approval workflows, change-management processes, and backup or rollback mechanisms; (c) Quill is not a managed service provider, system of record, or system operator for your Customer Systems and does not warrant the performance, availability, or reliability of any Customer System or Third-Party Service (as defined below); and (d) you are solely responsible for the consequences of any action an Agent takes within a Customer System, including impacts to availability, configuration, data integrity, and compliance with the third-party terms governing such Customer System. Notwithstanding the foregoing, nothing in this Section 7 limits Quill’s liability to the extent that any such consequences arise directly from Quill’s own gross negligence, fraud, or willful misconduct in the design or operation of the Agents or the Services.
8. Third-Party Services#
Certain features of the Services may enable you and your users to connect to, exchange data with, or trigger actions in compatible third-party services, products, applications, content, or models (collectively, “Third-Party Services”). Quill does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, defects, security incidents, data loss, downtime, or other consequences arising in whole or in part from the Third-Party Services or any update or upgrade thereto. You are solely responsible for procuring, maintaining, and complying with the terms applicable to any Third-Party Service, and for obtaining any associated licenses, authorizations, and consents necessary for you and Quill to use the Third-Party Service in connection with the Services.
9. Warranty and Disclaimers#
EXCEPT AS EXPRESSLY SET FORTH IN A CUSTOMER AGREEMENT OR ANY SERVICE LEVEL AGREEMENT MADE AVAILABLE BY QUILL (EACH, AN SLA), ALL PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY OF NON-INFRINGEMENT; OR (E) WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WHERE AN SLA APPLIES, QUILL WILL USE COMMERCIALLY REASONABLE EFFORTS TO MEET THE UPTIME AND AVAILABILITY COMMITMENTS SET FORTH THEREIN, AND CUSTOMER'S SOLE REMEDY FOR ANY FAILURE TO MEET SUCH COMMITMENTS WILL BE AS SPECIFIED IN THE APPLICABLE SLA.
QUILL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, AVAILABILITY, ACCURACY, OR RELIABILITY OF ANY THIRD-PARTY SERVICES OR INTEGRATIONS ACCESSED THROUGH THE SERVICES. QUILL DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITH OR WITHIN ANY PARTICULAR CUSTOMER SYSTEM OR THAT THE SERVICES WILL DETECT, PREVENT, OR REMEDIATE ANY SECURITY INCIDENT, SERVICE OUTAGE, OR IT INCIDENT IN YOUR ENVIRONMENT.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
10. Accuracy of Output; No Professional Advice#
The Services use algorithms, machine learning, and other probabilistic technologies that are rapidly evolving. Notwithstanding our continuous efforts to improve reliability, accuracy, and safety, use of the Services may produce Output that is incorrect, incomplete, biased, or that does not accurately reflect your expectations based on Input. You are solely responsible for reviewing and validating Output, including any recommended or executed remediation, automation, or workflow action, before relying on it in production or other material contexts. You should not rely on any Output as a substitute for legal, tax, accounting, regulatory, security, compliance, financial, or other professional advice, and Quill does not provide such advice through the Services.
11. Limitation of Liability#
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT QUILL OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS ACTUALLY PAID OR PAYABLE BY YOU TO QUILL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS (US$100).
THE LIMITATIONS IN THIS SECTION 11 WILL NOT APPLY TO: (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (C) YOUR BREACH OF SECTION 6 (ACCEPTABLE USE) OR SECTION 15 (RESTRICTIONS); (D) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (E) EITHER PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; OR (F) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
12. Indemnification by Quill#
Subject to the remainder of this Section 12, Quill will defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claim alleging that the Services as provided by Quill and used by Customer in accordance with these Terms infringe such third party’s United States patent, copyright, or trademark, or misappropriate such third party’s trade secret (a “Covered Claim”), and will pay any damages and costs finally awarded against Customer by a court of competent jurisdiction, or agreed to in settlement by Quill, in connection with such Covered Claim. Quill’s obligations under this Section 12 will not apply to any claim arising from or relating to: (a) any Input, Customer Data, or other materials provided by or on behalf of Customer; (b) any modification of the Services other than by Quill; (c) the combination, operation, or use of the Services with any product, service, hardware, software, data, or content not provided by Quill (where the claim would not have arisen but for such combination); (d) Customer’s use of the Services after Quill has notified Customer to discontinue such use; (e) Customer’s breach of these Terms or violation of applicable law; or (f) any Beta Services. If the Services are, or in Quill’s reasonable opinion are likely to become, the subject of a Covered Claim, Quill may, at its sole option and expense: (i) procure for Customer the right to continue using the affected Services; (ii) modify or replace the affected Services so they are non-infringing; or (iii) if Quill determines that neither (i) nor (ii) is commercially reasonable, terminate Customer’s right to use the affected Services and provide a pro-rata refund of any pre-paid, unused fees attributable to the terminated portion of the affected Services. This Section 12 states Customer’s sole and exclusive remedy, and Quill’s entire liability, for any claim of intellectual property infringement or misappropriation.
13. Indemnification by Customer#
Customer will defend, indemnify, and hold harmless Quill and its affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, the “Quill Parties”) from and against any third-party claim and any related damages, losses, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s Content, including any Input, Customer Data, or Output as used or distributed by Customer; (b) any action taken by an Agent at Customer’s direction or pursuant to Customer’s configurations, including any impact on a Customer System or Third-Party Service; (c) Customer’s breach or alleged breach of these Terms, including the Acceptable Use Policy or any representation, warranty, or covenant contained herein; (d) Customer’s use of the Services in violation of applicable law or any third-party right (including any intellectual property, privacy, publicity, or confidentiality right); (e) any unauthorized access to or use of Customer’s account, credentials, API keys, or Third-Party Services; or (f) any product or service of Customer that incorporates, links to, or is based on the Services or Output.
Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) will: (i) promptly notify the indemnifying party (the “Indemnifying Party”) of any claim for which indemnification is sought, provided that the failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (ii) provide the Indemnifying Party with sole control of the defense and settlement of the claim, except that no settlement may admit fault or impose obligations on the Indemnified Party (other than payment of money for which the Indemnifying Party is responsible) without the Indemnified Party’s prior written consent, not to be unreasonably withheld; and (iii) reasonably cooperate with the Indemnifying Party in the defense, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choice.
14. Use of Services; License Grant#
Subject to your continuing compliance with these Terms and timely payment of all applicable fees, Quill grants you a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the applicable subscription term solely for your internal business purposes and in accordance with Quill’s applicable documentation made available through the Site (the “Documentation”). You represent and warrant that you are accessing the Services for your internal business use and not for resale, time-share, service bureau, or to provide outsourced services to third parties. As between you and Quill, Quill and its affiliates own all right, title, and interest in and to the Services and the Documentation, including all related intellectual property rights. We reserve the right to withdraw or amend any Service, or any module or material we provide via the Services, with reasonable prior notice or as necessary to ensure compliance with applicable law or to protect the integrity or security of the Services.
15. Restrictions#
You may not, and may not permit any third party to: (a) use the Services in a way that infringes, misappropriates, or violates any person’s rights; (b) reverse assemble, reverse compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of any model, algorithm, or system of the Services, except to the extent such restriction is contrary to applicable law; (c) use the Services with the objective of developing models, software, products, or services that compete with Quill; (d) use any automated or programmatic method to extract data or Output from the Services, including scraping, web harvesting, or web data extraction, except through documented APIs in accordance with the Documentation; (e) represent or otherwise suggest that any Output is human-generated; (f) circumvent any usage limits, rate limits, or technical access controls; (g) perform any penetration testing, vulnerability scanning, or security testing of the Services without our prior written consent; (h) publish any benchmark or comparison of the Services without our prior written consent; (i) remove, obscure, or alter any proprietary notices, labels, or marks contained in or displayed by the Services; (j) share, transfer, or provide access to your account, credentials, API keys, or the Services to any person or entity that, to your knowledge, is a competitor of Quill or is acting on behalf of a competitor of Quill; or (k) share, disclose, or transmit any Output, Documentation, or non-public information about the features, functionality, or performance of the Services to any competitor of Quill or to any third party for the purpose of enabling or assisting a competitor of Quill. You will comply with all requirements in the Documentation and may use the Services only in geographies currently supported by Quill.
16. Content; Inputs and Outputs#
You may submit data, documents, instructions, prompts, ticket content, system telemetry, configurations, and other information to the Services in connection with your use of the Services (collectively, “Input”), and the Services may generate Output based on the Input (e.g., agent responses, workflow results, recommendations, summaries, and reports) (“Output,” and together with Input, “Content”). As between you and Quill, you retain all right, title, and interest in and to your Content. Subject to these Terms, you grant Quill a worldwide, non-exclusive, royalty-free right to host, copy, transmit, display, process, and otherwise use your Content solely (i) to provide, secure, and maintain the Services for you, (ii) to enforce these Terms, (iii) to prevent, detect, and respond to fraud, abuse, or security threats, and (iv) to comply with applicable law.
No Training on Customer Content. Quill will not use Input, Output, or other Customer-identifiable Content to train foundation models or other general-purpose machine-learning models without your prior consent. We may compute aggregated, statistical, or de-identified data derived from Content (“Usage Data”) to operate, improve, develop, secure, and analyze the Services and other Quill offerings, provided that such Usage Data does not include any data that identifies you, your users, or your end customers.
Subprocessors and Model Providers. The Services may use third-party AI model providers and other service providers (“Subprocessors”) to process Input and generate Output. A current list of Quill’s Subprocessors is available at https://trust.tryquill.com. Quill will impose, in writing, data protection obligations on each Subprocessor that are no less protective than those in these Terms and will remain responsible for each Subprocessor’s performance under these Terms.
No Sensitive Data. Unless expressly authorized by Quill in a Customer Agreement, you will not submit to the Services any information regulated as “sensitive” or “special category” under applicable privacy or data protection law, including: (a) government-issued identifiers (e.g., Social Security number, passport number, driver’s license number); (b) credit or debit card numbers (other than truncated PAN), bank account credentials, or other financial account credentials; (c) protected health information governed by HIPAA or similar laws; (d) genetic or biometric data used for identification; (e) information about racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life or sexual orientation, or criminal convictions; (f) personal information of children under sixteen (16); or (g) information classified as government secret or otherwise restricted by export-control or national security law.
Third-Party API Keys and Credentials. If you provide third-party API keys, OAuth tokens, or other credentials to the Services, you represent and warrant that you have the right to do so, that the credentials grant only the access necessary for the intended use, and that providing the credentials does not violate any obligation you have to any third party or any applicable law. You are responsible for rotating, revoking, and managing the lifecycle of all such credentials and any actions performed using them.
17. User Accounts#
To use the Services, you must register an account and provide accurate, current, and complete information. You are responsible for safeguarding your account credentials (including passwords and API keys), for enabling multi-factor authentication where available, for designating individual user accounts (rather than shared accounts) for each authorized user, and for all activities under your account, whether authorized by you or not. You will promptly notify us at security@tryquill.com of any actual or suspected unauthorized access, security incident, or breach of your account or credentials. Quill will not be liable for any losses arising from any unauthorized use of your account or failure to maintain appropriate confidentiality and security measures. Quill owns the account-credential infrastructure and may revoke or change credentials at any time as necessary to protect the Services.
18. Data Processing and Security#
Quill will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with applicable industry standards. A description of Quill’s security practices, including any third-party attestations or reports (such as SOC 2 or ISO 27001) once available, can be found at https://trust.tryquill.com. For Customer Agreements involving personal data, Quill makes available a Data Processing Addendum (“DPA”) describing the parties’ respective roles and obligations as controller and processor under applicable data protection laws, including GDPR and the CCPA/CPRA, available at https://trust.tryquill.com/dpa or upon request.
19. Feedback#
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements (“Feedback”). If you provide Feedback, you grant Quill a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without restriction or compensation to you. You agree that any intellectual property rights that may arise as a result of Feedback will be retained by Quill.
21. Termination; Suspension#
These Terms take effect when you first access or use the Site or Services and remain in effect until terminated. Either party may terminate these Terms at any time for convenience by ceasing use of the Services and providing notice to the other party, provided that termination will not relieve you of any obligation to pay fees accrued before the effective date of termination, and termination of any paid subscription will be governed by the terms applicable to that subscription. Either party may terminate these Terms or any Customer Agreement for material breach by the other party that is not cured within thirty (30) days following written notice.
We may suspend your access to the Services, in whole or in part, immediately upon notice (which may be given electronically) if: (a) you fail to pay any amounts when due; (b) you breach these Terms or the Acceptable Use Policy; (c) your use of the Services poses a security, integrity, or availability risk to the Services, Quill, or any third party; (d) we reasonably believe your use is fraudulent, abusive, illegal, or could subject Quill or any third party to liability; or (e) suspension is required by law or by a governmental authority. Suspension will be no broader, and no longer in duration, than reasonably necessary to address the underlying issue.
Upon termination or expiration of these Terms or your subscription, your right to access and use the Services will immediately cease. We will, upon your written request made within thirty (30) days after the effective date of termination, make Customer Data available to you for electronic export in a commercially reasonable format. After such thirty (30) day period, Quill will have no obligation to maintain or provide Customer Data and may delete Customer Data in its systems in accordance with our standard data retention and deletion practices, except as otherwise required by applicable law or as provided in any DPA.
All sections of these Terms which by their nature should survive termination will survive, including accrued payment obligations, ownership rights, confidentiality, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and the miscellaneous provisions in Sections 28-33.
22. Relationship of the Parties#
These Terms do not create a partnership, joint venture, employment, fiduciary, or agency relationship between you and Quill. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.
23. Use of Brands#
Except as expressly permitted in a Customer Agreement, you may not use Quill’s or any of its affiliates’ names, logos, or trademarks without our prior written consent. We may include your name and logo in our customer lists and marketing materials, in each case subject to your then-current trademark usage guidelines provided to us in writing; you may revoke this permission by written notice at any time.
24. Copyright Complaints#
If you believe that your intellectual property rights have been infringed on or through the Site or Services, please send a notice to security@tryquill.com, Attention: Designated Agent. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
To be effective, the notification must be in writing and contain the following: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site or Services, with enough detail that we may find it; (d) your address, telephone number, and email address; (e) 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; and (f) a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf.
25. Export Controls and Sanctions#
The Services may not be used in or for the benefit of, exported, or re-exported (a) into any country embargoed or sanctioned by the United States (collectively, “Embargoed Countries”), or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party list (existing now or in the future) identified by the Office of Foreign Assets Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted-party list (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Country and are not on any Restricted Party List. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly. The Services and Documentation are “commercial items” as defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” under DFAR 252.227-7014(a)(1) and (5), and any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government will be governed solely by the terms of these Terms.
26. Anti-Corruption and Compliance#
You represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Quill employee or agent in connection with the use of our Services. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation, you will use reasonable efforts to promptly give us notice.
27. Dispute Resolution; Binding Arbitration#
YOU AND QUILL TECHNOLOGIES, INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, OR YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, EXCEPT AS EXPRESSLY SET FORTH BELOW.
(a) Notice and Informal Resolution. Before initiating arbitration, the party seeking to initiate the arbitration proceeding must first send a written Notice of Dispute (“Notice”) to the other party and attempt in good faith to negotiate an informal resolution. A Notice to Quill must be sent by certified mail, nationally recognized overnight courier, or email with confirmation of transmission, addressed to Quill Technologies, Inc., 244 Fifth Avenue, Suite #1861, New York, NY 10001, Attn: Legal, with a copy to legal@tryquill.com. A Notice to you will be sent to the email address associated with your account. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. The parties will attempt in good faith to resolve the dispute through informal negotiation for thirty (30) days following receipt of the Notice. If the dispute is not resolved within that period, either party may commence arbitration. This requirement is a condition precedent to initiating arbitration, and any applicable statute of limitations will be tolled during the thirty (30)-day informal resolution period.
(b) Arbitration Administration. The arbitration will be administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect (the “JAMS Rules”), except as modified by this Section 27. The arbitration will be conducted in New York County, New York, by a single arbitrator selected pursuant to the JAMS Rules. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms are void, voidable, or otherwise invalid, except that any challenge to the Class Action Waiver below may only be raised in a court of competent jurisdiction. The arbitrator may grant whatever relief would be available in court under law or in equity. Any award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
(c) Fees. Quill will pay all arbitration filing, administration, and arbitrator fees for which Quill is responsible under the JAMS Rules. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee-shifting provided by law.
(d) Class Action Waiver. YOU AGREE TO ARBITRATION ON AN INDIVIDUAL BASIS. NEITHER YOU NOR QUILL WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of representative or class proceeding. The arbitrator has no power to consider the enforceability of this class action waiver, and any challenge to the class action waiver may only be raised in a court of competent jurisdiction. If this class action waiver is found unenforceable, the entirety of this arbitration provision will be null and void as to the affected claims, and those claims will proceed in court.
(e) Exceptions. Notwithstanding the foregoing, either party may (i) bring an individual action in small claims court for claims within the court’s jurisdiction, or (ii) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or breach of its confidentiality obligations.
(f) Severability of Arbitration Provision. If any provision of this Section 27 (other than the Class Action Waiver) is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms enforced.
28. Governing Law and Jurisdiction#
These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict-of-laws provisions. The parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York for any action not subject to arbitration under Section 27 (including any action to enforce an arbitration award or to seek injunctive relief).
29. Assignment#
You may not assign any of your rights or delegate any of your obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets to which these Terms relate. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
30. No Waivers#
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver will be effective only if in writing and signed by a duly authorized representative of the waiving party.
31. No Third-Party Beneficiaries#
These Terms do not, and are not intended to, confer any rights or remedies upon any person other than the parties.
32. Notices#
(a) To You. We may provide any notice to you under these Terms by email (to the address associated with your account), through the Site, by personal delivery, by overnight courier, or by registered or certified mail to the address associated with your account. Notices provided by email or through the Site will be effective when sent or posted; notices provided by overnight courier will be effective one business day after they are sent; notices provided by registered or certified mail will be effective three business days after they are sent. You are responsible for keeping your contact information current.
(b) To Us. You must provide any notice to us under these Terms by personal delivery, overnight courier, or registered or certified mail to Quill Technologies, Inc., 244 Fifth Avenue, Suite #1861, New York, NY 10001, Attn: Legal, with a copy to legal@tryquill.com. Notices provided by personal delivery will be effective immediately; notices provided by overnight courier will be effective one business day after they are received; notices provided by registered or certified mail will be effective three business days after they are received.
33. Severability; Entire Agreement; Force Majeure#
If any provision of these Terms is held invalid, illegal, void, or unenforceable, that provision will be deemed severed and will not affect the validity or enforceability of the remaining provisions. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by acts or circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, terrorism, riot or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, lockouts, strikes or other labor disputes, internet or telecommunications outages, or third-party vendor disruptions.
These Terms, together with any Customer Agreement, our Privacy Policy, and any policies or documentation expressly incorporated by reference, constitute the entire agreement between you and Quill regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals. In the event of a conflict between these Terms and a Customer Agreement, the Customer Agreement will control with respect to the subject matter expressly addressed therein.