Quillaris Terms of Service and End User License Agreement.
Effective date: September 27, 2026
These Terms of Service and End User License Agreement (the “Terms”) are a binding agreement between Quillaris, LLC, a Washington limited liability company (“Quillaris,” “we,” “us,” or “our”), and the literary agency or other organization that purchases, accesses, or uses the Service (“Customer,” “you,” or “your”). The Service is offered for business use by organizations and not for personal, family, or household use.
You accept these Terms by signing or accepting an Order, completing an online checkout that links to these Terms, or taking another affirmative electronic action that clearly indicates acceptance. The individual accepting these Terms represents that the individual is authorized to bind Customer. Quillaris will make the applicable version available before acceptance and will maintain commercially reasonable records of that acceptance.
If Customer and Quillaris have entered into a mutually executed master subscription agreement, order form, data processing addendum, service level agreement, or other written agreement governing the same Service, that agreement controls to the extent of a conflict. Otherwise, these Terms, each applicable Order, the Data Processing Addendum, and any Service Level Agreement incorporated into an Order together form the “Agreement.”
Definitions and Agreement Structure
1.1 Service. The “Service” is Quillaris’s hosted software platform and related support identified in an Order, including tools for managing clients, titles, submissions, deals, rights, royalties, payments, expenses, documents, and related records. Professional services are included only if expressly described in an Order or statement of work.
1.2 Order. An “Order” is a signed ordering document or affirmative online order that identifies the subscription, fees, term, usage limits, and other commercial terms. Each Order is incorporated into the Agreement. An Order controls only for the commercial or operational term it expressly modifies.
1.3 Authorized User. An “Authorized User” is an individual Customer authorizes to use the Service under Customer’s account and for whom access has been purchased or provisioned.
1.4 Customer Data. “Customer Data” means data, content, records, and materials submitted to or generated in the Service by or for Customer, including author and client records, manuscripts, submissions, agreements, royalty, advance, commission, expense, payment-related, and related financial records and Personal Data. Customer Data excludes Usage Data and Aggregated Data.
1.5 Personal Data. “Personal Data” means information relating to an identified or identifiable individual that Quillaris processes on Customer’s behalf, as further described in the Data Processing Addendum (the “DPA”).
1.6 Usage Data and Aggregated Data. “Usage Data” means technical, diagnostic, security, and operational information generated from use of the Service that does not directly identify Customer or an individual. “Aggregated Data” means information derived from Customer Data or Usage Data that has been aggregated and deidentified so that it cannot reasonably identify Customer, an Authorized User, or any individual.
1.7 Documentation. “Documentation” means Quillaris’s then-current user documentation and technical specifications made available to Customer. Documentation does not include marketing statements or policies that materially reduce Customer’s rights during a current paid subscription term.
1.8 Third-Party Services. A “Third-Party Service” is a third-party product or service that interoperates with or supports the Service. A “Customer-Selected Third-Party Service” is one enabled or supplied at Customer’s direction. A “Provider Subcontractor” is a third party Quillaris selects to help provide the Service.
Service and Orders
2.1 Provision. Subject to the Agreement and payment of applicable fees, Quillaris will provide the Service during the subscription term in accordance with the Documentation and any Service Level Agreement incorporated into the applicable Order.
2.2 Service Changes. Quillaris may update the Service. During a paid subscription term, Quillaris will not materially reduce the Service’s overall core functionality. If Quillaris permanently discontinues material core functionality and does not provide substantially equivalent functionality, Customer may notify Quillaris within thirty days and terminate the materially affected Service for a prorated refund of prepaid, unused fees.
2.3 Trials and Beta Features. Trials, beta, preview, and early-access features are optional, may be changed or withdrawn at any time, and are provided “AS IS” without service-level, warranty, or indemnity commitments. Quillaris will identify those features before use.
2.4 Order of Precedence. If documents forming the Agreement conflict, the following order applies: an executed DPA for Personal Data; an Order for terms it expressly modifies; an applicable Service Level Agreement for service levels; these Terms; and then other incorporated exhibits or policies. Terms in Customer purchase orders, procurement portals, or similar documents do not apply unless expressly accepted in a writing signed by Quillaris.
Accounts and Authorized Users
3.1 Accounts. Customer will provide accurate account information and keep its administrative, billing, and contact information current.
3.2 Authorized Users. Customer is responsible for its Authorized Users and activity under its accounts, except to the extent caused by Quillaris’s breach of the Agreement. Each Authorized User must use individual credentials, and credentials may not be shared.
3.3 Client Portal and Customer Providers. Customer may permit authors and clients to use features designed for their participation. Customer may also authorize a third-party service provider it engages, such as an accounting or bookkeeping firm, to access the Service as an Authorized User solely to provide services to Customer. Customer remains responsible for those users’ compliance with the Agreement and for the information Customer elects to share with them.
3.4 Account Security. Customer will safeguard credentials, use available security features reasonably, promptly deactivate access that is no longer authorized, and notify Quillaris promptly at [email protected] if Customer suspects unauthorized access.
License and Acceptable Use
4.1 License. Subject to the Agreement and payment of applicable fees, Quillaris grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the subscription term to access and use the Service and Documentation for Customer’s internal business purposes within the limits stated in the applicable Order.
4.2 Restrictions. Customer will not, and will not permit anyone to: copy, modify, or create derivative works of the Service; reverse engineer, decompile, or seek source code except to the extent a restriction is prohibited by law; resell, sublicense, rent, lease, or provide the Service on a service-bureau basis; circumvent security, usage, or access controls; use the Service to build a substantially similar competing product; introduce malicious code; use the Service unlawfully or to violate third-party rights; or use automated means to scrape or bulk-extract information other than through functionality Quillaris provides. Permitted use by authors, clients, and Customer’s own service providers under Section 3.3 is not prohibited service-bureau use.
4.3 Reservation of Rights. Quillaris and its licensors retain all rights in the Service and Documentation not expressly granted under the Agreement.
Customer Responsibilities
5.1 Customer Data and Lawful Use. Customer is responsible for Customer Data and for providing all notices, rights, permissions, consents, and lawful bases necessary for Quillaris to process it as instructed. Customer will not submit data that Customer is prohibited from processing or instruct Quillaris to act unlawfully.
5.2 Underlying Relationships. Quillaris is not a party to Customer’s relationships or agreements with authors, clients, publishers, co-agents, vendors, or other third parties and does not determine their contractual rights or payment obligations.
5.3 Verification of Financial Outputs. Customer will review material financial inputs and outputs before making payments, filings, or distributions. Customer is responsible for the legal interpretation and configuration of its contracts, rates, splits, tax rules, mappings, approvals, and accounting policies. Quillaris remains responsible for correcting a reproducible failure of the Service to apply calculation logic expressly stated in the Documentation, subject to Sections 12, 13, and 15.
Subscriptions and Billing
6.1 Plans and Fees. The applicable Order states the plan, features, limits, fees, billing frequency, subscription term, and any implementation or professional services. Unless an Order states otherwise, amounts are in U.S. dollars and exclude taxes.
6.2 Subscription and Renewal. An Order will state whether the subscription is month-to-month or has a fixed initial term. A fixed term renews as stated in the Order. Unless the Order states otherwise, a fixed term renews for successive one-month periods unless either party gives at least thirty days’ notice of nonrenewal. Nonrenewal prevents the next renewal and does not end a current committed term early.
6.3 Billing and Payment. Recurring fees are charged in advance through Quillaris’s payment processor or invoiced as stated in the Order. Customer authorizes Quillaris and its payment processor to charge undisputed fees and applicable taxes to the designated payment method. Invoices are due thirty days from the invoice date unless the Order states otherwise. Quillaris does not store full payment-card numbers submitted directly to its payment processor.
6.4 Billing Disputes. Customer must notify Quillaris of a good-faith billing dispute within thirty days after the applicable invoice or charge and timely pay undisputed amounts. The parties will work promptly to resolve the dispute. Quillaris will not suspend the Service for a timely disputed amount while Customer cooperates in resolution.
6.5 Plan and Quantity Changes. Upgrades and added seats take effect when provisioned and may be prorated for the remaining billing period. Reductions take effect at the next period permitted by the Order and do not produce a refund or reduce fees committed for a current fixed term.
6.6 Renewal Pricing. Quillaris may change recurring fees for a future renewal period by giving at least thirty days’ advance notice, unless the Order provides a longer notice period or limits an increase. A price change will not take effect during a current committed term.
6.7 Taxes and Late Payments. Customer is responsible for sales, use, value-added, and similar transaction taxes, excluding taxes measured by Quillaris’s net income. Undisputed overdue amounts may accrue interest at the lesser of 1.5% per month or the lawful maximum, together with reasonable collection costs awarded or incurred after notice.
Suspension
7.1 Permitted Suspension. Quillaris may suspend access for an undisputed amount more than ten days overdue after written notice; to address a credible security threat or material violation of Sections 3, 4, or 5; or as required by law.
7.2 Scope and Restoration. Where practicable, Quillaris will give advance notice, limit suspension to affected users or functions, and restore access promptly after resolution. Fees continue during a suspension caused by Customer. Fees will be equitably credited for a prolonged suspension caused solely by Quillaris. Where safe and lawful, Quillaris will permit Customer to export Customer Data during suspension.
Customer Data Privacy Security and Artificial Intelligence
8.1 Ownership and Limited License. As between the parties, Customer owns Customer Data. Customer grants Quillaris a nonexclusive, worldwide, royalty-free license during the Agreement to host, copy, transmit, display, and process Customer Data only to provide, secure, support, and improve the Service as permitted by the Agreement and DPA. Nothing in the Agreement transfers ownership of Customer Data to Quillaris.
8.2 Privacy and DPA. Quillaris’s Privacy Policy at https://www.quillaris.io/privacy-policy/ describes its handling of account, business-contact, and website information for its own purposes. When Quillaris processes Personal Data on Customer’s behalf, the DPA applies and controls over these Terms for that processing.
8.3 Security. Quillaris will maintain administrative, technical, and physical safeguards appropriate to the nature and volume of Customer Data, including industry-standard encryption for Customer Data in transit over public networks and at rest in production storage, tenant-separation controls, least-privilege access, and backup and recovery measures. Quillaris will not materially reduce overall protection during a paid subscription term.
8.4 Permitted and Restricted Sensitive Data. Customer may submit Social Security numbers, taxpayer identification numbers, and bank-account, routing, or ACH-related information as Customer Data where reasonably necessary for Customer’s agency, tax, and payment administration. Those data remain subject to the Agreement’s privacy, confidentiality, and security protections. Customer will not submit biometric information used to identify a person, health data including protected health information, precise-geolocation data other than ordinary static mailing addresses, payment-card data outside a designated payment processor, other government-issued identification numbers, or other special-category data unless an Order or written addendum expressly authorizes it and states applicable safeguards.
8.5 Export and Deletion. During the subscription term and for ninety days following termination or expiration, Customer may request a standard export of Customer Data in commonly used, machine-readable formats reasonably suitable for migration to another system. Quillaris will provide the standard export at no additional charge within thirty days after Customer’s request. If the export has not been provided as of the effective date of termination, Customer will retain access to the Service at no additional charge until Quillaris provides the export. Quillaris will provide reasonable assistance in answering Customer’s questions concerning the contents, fields, structure, and relationships within the export. Quillaris may charge agreed fees for material professional services or custom conversion beyond the standard export and reasonable transition assistance. After the ninety-day request period, Quillaris will delete Customer Data from active systems within sixty days and from backups through ordinary overwrite cycles within one hundred twenty days, unless law requires retention. Retained data remains protected and unavailable for ordinary use. On request, Quillaris will confirm completion of active-system deletion.
8.6 Usage Data and Aggregated Data. Quillaris may use Usage Data and Aggregated Data to operate, secure, analyze, test, evaluate, benchmark, develop, train, fine-tune, and improve the Service and artificial-intelligence or machine-learning models and functionality developed or controlled by Quillaris and operated within its AWS environment. Quillaris may do so only where the data cannot reasonably identify Customer, an Authorized User, or any individual, or reveal or permit reconstruction of a specific Customer Data record. Quillaris will not attempt reidentification or use the data to reconstruct Customer Data.
8.7 Artificial Intelligence Processing. Customer Data may be transmitted to and processed through Amazon Bedrock solely for model inference and related processing necessary to provide AI-enabled features. Quillaris will configure and use Amazon Bedrock so that Customer Data, including prompts, inputs, and outputs, is not used by AWS or an underlying model provider to train, fine-tune, or improve a base or foundation model and is not disclosed to or accessible by an underlying model provider. Quillaris will not use Customer Data to train, fine-tune, evaluate, benchmark, develop, or improve an artificial-intelligence or machine-learning model without Customer’s affirmative written opt-in. Customer Data will not be disclosed to another customer or incorporated into a model or dataset accessible to another customer. As of the Effective Date, Amazon Bedrock is the only third-party artificial-intelligence service authorized to process Customer Data. Quillaris will give prior written notice before transmitting Customer Data to an additional or replacement artificial-intelligence provider, consistent with the DPA’s subprocessor-notice procedure.
8.8 AI Output. AI-enabled features may produce incomplete, inaccurate, or unsuitable output. Customer is responsible for reviewing AI-assisted output before relying on it or using it for payments, filings, distributions, professional advice, or other material decisions.
8.9 Feedback. Customer grants Quillaris a perpetual, irrevocable, royalty-free right to use voluntary feedback without identifying Customer or disclosing Customer Confidential Information.
Third Party Services
9.1 Customer-Selected Services. Customer’s use of a Customer-Selected Third-Party Service, such as QuickBooks Online or a payment provider, is governed by that provider’s terms. Customer is responsible for its account, permissions, configuration, and charges. Quillaris is not responsible for that provider’s processing after Customer Data leaves the Service.
9.2 Integrations. Quillaris is not responsible for errors caused by a Customer-Selected Third-Party Service, Customer configuration, or changes to a third-party API outside Quillaris’s reasonable control. Quillaris will use commercially reasonable efforts to maintain supported integrations identified in the Documentation. Customer will reconcile imported and exported data.
9.3 QuickBooks Online. If Customer connects a QuickBooks Online company, Customer authorizes Quillaris to access and exchange data with that company through Intuit’s APIs, limited to supported integration functionality. Customer may disconnect the integration, which revokes Quillaris’s integration credentials. Quillaris is an independent product and is not endorsed by, affiliated with, or certified by Intuit Inc. QuickBooks and related marks are trademarks of Intuit Inc.
9.4 Provider Subcontractors. Quillaris may use Provider Subcontractors and remains responsible for their performance to the same extent as for its own performance, subject to the Agreement and DPA.
Confidentiality
10.1 Confidential Information. “Confidential Information” is nonpublic information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential. Customer Data is Customer Confidential Information. The nonpublic Service, security information, Documentation, and negotiated pricing are Quillaris Confidential Information.
10.2 Duties. The recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers, and subcontractors who need to know and are bound by protective obligations. These duties continue for five years after disclosure, except that Customer Data and Customer Confidential Information consisting of financial, contractual, royalty, or agency information remain protected for as long as Quillaris retains or has access to that information; trade secrets and Personal Data remain protected while they qualify as such.
10.3 Exclusions and Legal Process. The confidentiality duties do not apply to information the recipient can document was lawfully public, already known without duty, independently developed, or lawfully received from another source. A recipient may disclose information when legally required after giving advance notice where lawful and reasonably assisting with protective relief at the discloser’s expense.
Intellectual Property
11.1 Quillaris Materials. Quillaris and its licensors own the Service, Documentation, and related intellectual property and improvements, excluding Customer Data. No rights are granted except as expressly stated in the Agreement.
11.2 Marks and Publicity. Neither party may use the other party’s name, logo, or marks in external publicity without prior written consent. Customer may revoke prospective consent by written notice.
Financial Features and Professional Advice
12.1 Tool Only. Financial features assist Customer with recording, calculating, reconciling, reporting, and exchanging information. They do not determine the meaning of Customer’s contracts or replace Customer’s books, internal controls, or professional review.
12.2 No Custody or Money Transmission. Unless the parties sign a separate agreement expressly stating otherwise, Quillaris does not receive, hold, custody, transmit, or take title to funds for Customer or third parties and does not act as a bank, money transmitter, escrow agent, trustee, broker, fiduciary, tax preparer, or accounting firm. A third-party payment provider operates under its own terms.
12.3 Inputs Integrations and Verification. Customer is responsible for input accuracy, contract interpretation, mappings, tax rules, account configuration, approvals, and final reconciliation. Customer will verify material outputs before payment, filing, or distribution. Quillaris is not responsible for discrepancies caused by those matters or by Customer-Selected Third-Party Services.
12.4 Documented Software Defects. Sections 12.1 through 12.3 do not excuse Quillaris from the express warranty in Section 13.2 for a reproducible defect in documented calculation logic. Remedies and liability remain subject to Sections 13 and 15.
12.5 No Professional Advice. Quillaris does not provide legal, accounting, tax, investment, or fiduciary advice. Customer will obtain qualified professional advice where appropriate.
Warranties and Disclaimers
13.1 Mutual Authority. Each party represents that it has authority to enter into the Agreement and will comply with laws applicable to its own performance.
13.2 Service Warranty. During a paid subscription term, the Service will perform materially in accordance with the Documentation. This includes applying calculation logic expressly stated in the Documentation when supplied with accurate inputs and supported configurations. On timely notice, Quillaris will use commercially reasonable efforts to correct a reproducible nonconformity. If Quillaris cannot do so within a reasonable time, Customer may terminate the affected Service and receive a prorated refund of prepaid, unused fees. This is Customer’s exclusive remedy for breach of this warranty.
13.3 Exclusions. The warranty does not cover issues caused by Customer Data, unsupported use, Customer configuration contrary to Documentation, Customer-Selected Third-Party Services, or beta, preview, trial, or early-access features.
13.4 Disclaimer. EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUILLARIS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. QUILLARIS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR ANY PARTICULAR BUSINESS, ACCOUNTING, TAX, OR FINANCIAL RESULT.
Indemnification
14.1 By Quillaris. Quillaris will defend Customer against a third-party claim alleging that the paid Service, as supplied by Quillaris and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer for covered amounts finally awarded or agreed in settlement. Quillaris may procure continued use, modify the Service without materially reducing functionality, or terminate the affected Service and refund prepaid, unused fees. This obligation excludes claims caused by Customer Data, Customer-Selected Third-Party Services, unauthorized modifications, combinations not supplied by Quillaris, or use after Quillaris provides a noninfringing replacement.
14.2 By Customer. Customer will defend Quillaris and its personnel against a third-party claim to the extent arising from: Customer Data infringing or violating third-party rights; Customer’s unlawful collection, use, or processing of Customer Data; Customer instructions that are unlawful or that Customer lacks the contractual or other legal authority to provide; Customer’s material breach of an agreement with an author, client, publisher, or other third party to the extent arising from an instruction or action taken by Quillaris at Customer’s direction; or a payment, filing, or distribution instruction or decision made or approved by Customer that violates applicable law or Customer’s contractual obligations to the applicable third party. Customer will indemnify Quillaris for covered amounts finally awarded or agreed in settlement. These obligations apply only to the extent the claim was not caused by Quillaris’s breach of the Agreement, a documented Service defect, gross negligence, willful misconduct, or unauthorized modification of Customer Data.
14.3 Procedure. The indemnified party will promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense. Delay relieves obligations only to the extent of material prejudice. No settlement may admit fault by, impose nonmonetary obligations on, restrict, or fail to fully release the indemnified party without its consent, not to be unreasonably withheld, conditioned, or delayed.
Limitation of Liability
15.1 Excluded Damages. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. REASONABLE COSTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA AND REASONABLE, LEGALLY REQUIRED BREACH-RESPONSE COSTS ARE DIRECT DAMAGES, SUBJECT TO THE APPLICABLE CAP.
15.2 General Cap. EXCEPT AS STATED IN SECTION 15.3, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. IF THE EVENT OCCURS DURING THE FIRST TWELVE MONTHS, THE CAP IS THE FEES PAID OR PAYABLE FOR THE FIRST TWELVE MONTHS OF THE AFFECTED SUBSCRIPTION.
15.3 Exceptions and Super Cap. The general cap does not limit Customer’s payment obligations or either party’s fraud, willful misconduct, or liability that cannot be limited by law. Liability for Section 14 indemnity obligations, either party’s breach of Section 10, or Quillaris’s breach of the DPA or Section 8.3 is subject to a separate aggregate cap equal to two times the Section 15.2 cap; provided that Quillaris’s aggregate liability arising from a material breach of its confidentiality, data-security, or data-protection obligations under Section 10, the DPA, or Section 8.3 that results in unauthorized access to, use or disclosure of, or material loss, destruction, or corruption of Customer Data or Customer Confidential Information will be subject to an aggregate cap equal to the greater of two times the Section 15.2 cap or $100,000. The damages exclusion in Section 15.1 applies to these matters except where prohibited by law.
15.4 Allocation and Claim Period. These limits apply regardless of claim theory and despite failure of an exclusive remedy. They reflect the parties’ agreed risk allocation and pricing. Except for nonpayment, indemnity, confidentiality, data-protection, fraud, willful-misconduct, and claims that cannot be contractually shortened, a claim must be brought within two years after the claimant knew or reasonably should have known the facts giving rise to it.
Term and Termination
16.1 Term. These Terms begin when Customer accepts them and continue while an Order or subscription remains in effect.
16.2 Termination for Breach. Either party may terminate an affected Order or subscription for an uncured material breach after thirty days’ written notice. A breach that by its nature cannot be cured may be terminated immediately. Either party may terminate as permitted by applicable insolvency law.
16.3 Discontinuation. Quillaris may terminate an affected Service if it discontinues that Service, after reasonable advance notice and a prorated refund of prepaid, unused fees.
16.4 Effect. Except as provided in Section 8.5, access ends at termination. Customer will pay fees accrued through termination. If Quillaris terminates for Customer’s uncured material breach, committed fees for the remainder of the current term remain due, subject to applicable law and Quillaris’s duty to mitigate where required. If Customer terminates for Quillaris’s uncured material breach or a material breach by Quillaris that by its nature cannot be cured, Customer has no obligation to pay fees attributable to a period after the effective date of termination, and Quillaris will refund prepaid fees allocable to that period.
16.5 Additional Rights. An Order may provide additional implementation, migration, service-level, continuity, or termination rights. Those rights apply only where stated in the applicable Order or another written agreement between the parties.
16.6 Survival. Provisions that by their nature should survive do so, including payment obligations, confidentiality, intellectual property, data return and deletion, indemnity, liability limitations, financial disclaimers, dispute resolution, and general provisions.
Governing Law and Disputes
17.1 Governing Law. Washington law governs the Agreement without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Informal Resolution. Before arbitration, a party will send a detailed dispute notice under Section 18.2. Authorized representatives will confer in good faith for thirty days. A party may seek urgent provisional relief during that period.
17.3 Arbitration. Except for the excluded matters in Section 17.4, any dispute arising from the Agreement will be resolved by binding arbitration administered by JAMS before one neutral arbitrator under the JAMS Comprehensive Arbitration Rules, or the Streamlined Rules where applicable. The Federal Arbitration Act governs this arbitration clause. The seat is Seattle, Washington; hearings may occur remotely by agreement or arbitrator order. The arbitrator may award any individual remedy available under the Agreement or applicable law and attorneys’ fees only where the Agreement or law permits. Fees are allocated under JAMS rules, subject to the arbitrator’s final allocation.
17.4 Court Proceedings. Either party may seek provisional equitable relief for threatened misuse of Confidential Information or intellectual property. Either party may bring an individual small-claims action within that court’s jurisdiction, and Quillaris may pursue undisputed payment collection in court. State and federal courts in King County, Washington have exclusive jurisdiction for those matters and for compelling arbitration or enforcing an award. EACH PARTY WAIVES A JURY TRIAL FOR A MATTER PROPERLY IN COURT.
17.5 Individual Proceedings and Confidentiality. Proceedings will be individual and not class, collective, or representative proceedings to the extent permitted by law. The parties will keep nonpublic arbitration materials confidential, except to advisers, insurers, auditors, regulators, as required by law, or to enforce or challenge an award.
General
18.1 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship.
18.2 Notices. Legal notices must be sent to the address and legal-notice email in the applicable Order and to [email protected] for Quillaris, by personal delivery, recognized courier, or email with delivery confirmation. Notices are effective on receipt. Renewal, pricing, security, subprocessor, and operational notices may be sent to Customer’s account administrator or billing email and are effective when sent unless returned undeliverable. Each party will keep its contact information current.
18.3 Assignment. Neither party may assign the Agreement without consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes the Agreement in writing and is not the other party’s direct competitor. Any other assignment is void.
18.4 Force Majeure. Neither party is liable for delay or failure, other than payment obligations, caused by events beyond its reasonable control that it could not reasonably prevent or mitigate. The affected party will promptly notify the other, mitigate effects, and resume performance. Force majeure does not excuse confidentiality, data-security, or disaster-recovery obligations designed to apply during the event.
18.5 Changes to These Terms. Quillaris may update generally applicable online terms for a future renewal period by giving at least sixty days’ notice. An update will not materially reduce Customer’s rights or increase fees during a current committed term. Customer may reject a materially adverse renewal update by timely nonrenewal. Continued use during the affected renewal period constitutes acceptance of the updated Terms.
18.6 Entire Agreement Waiver and Severability. The Agreement is the complete agreement on its subject and supersedes prior discussions on that subject. A waiver must be in writing and applies only to the stated instance. If a provision is unenforceable, it will be modified only as necessary and the remainder will remain effective.
18.7 No Third Party Beneficiaries. The Agreement benefits only the parties and their permitted successors and assigns.
18.8 Export and Sanctions. Each party will comply with export-control and sanctions laws applicable to its own conduct. Customer will not permit access from an embargoed jurisdiction or by a prohibited person.
18.9 Electronic Signatures. The Agreement may be accepted and executed electronically and in counterparts, each deemed an original.
18.10 Contact. Questions about these Terms may be sent to [email protected]. Legal notices must be sent as described in Section 18.2.