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Quill Terms of Service

Welcome to Quill!

Quill (“Quill,” “we,” “us,” “our”) provides its website located at https://quill.im and its decentralized, cryptographic-based publishing platform (such website and platform, together with all related services, applications, features, tools, functionality and technology, collectively, the “Platform”) to you (“you” or “User"), subject to the following Terms of Service (as amended from time to time, the “Terms”).  By connecting your Ethereum Virtual Machine (“EVM”) compatible cryptocurrency wallet or Mixin Network compatible crypto currency wallet to the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms.  The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.  If you are creating a Quill account or using the Platform on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Quill that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “User” will refer to that entity or organization).

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST QUILL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we do this, we will post the changes or modifications on this page and will indicate at the top of this page the date these Terms were last revised.  We will also notify you of the changes or modifications, either through the Platform user interface or through other reasonable means.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform and changes to comply with applicable law will be effective immediately.  Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

  1. What is Quill?

Quill is a Platform, where users can publish and sell content for crypto or on the other side, buy and read content for crypto.

Content are sometimes collectively referred to in these Terms as “Digital Assets”, while Content and any other text, images or other media blocks and content underlying or associated with such Digital Assets or otherwise transmitted or published by Creators in connection with the Platform are “Creator Content”.

Disclaimer. You understand and acknowledge that the Quill Protocol does not give Quill custody, possession, or control of any cryptocurrency at any time for the purpose of facilitating transactions on the Platform. Quill may facilitate transactions between Users on the Platform (for example, the sale of content), but is not a party to any agreement between any sellers, buyers, authors, Creators, and other Users. Quill cannot make any representation or guarantee that authors, Creators or other Users will achieve any particular outcome as the result of creating or posting their Creator Content, deploying any Economic Blocks, minting or distributing any Digital Assets, or engaging in any other transaction or activity on the Platform.

  1. How do I use Quill?

    1. Connecting your Wallet: To access and use certain features or tools on the Platform, such as those listed above, you may be required to connect your EVM-compatible wallet or Mixin Network compatible wallet to the Platform. If you are under 13 years of age, you are not authorized to use the Platform, with or without connecting a wallet. In addition, if you are under 18 years old, you may use the Platform only with the approval of your parent or guardian.

    2. Getting Started: Details on how to use Quill, including creating and buy content, are found in our Guide.

    3. Member Account and Security: You are responsible for anything that occurs when anyone is signed into your account, as well as the security of the account. You agree to (a) immediately notify Quill of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Quill will not be liable for any loss or damage arising from your failure to comply with this Section.

    4. Modifications to the Platform: Quill reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Quill will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

    5. Promotions: If you use the Platform to communicate or administer sweepstakes, contests or other promotions (each, a “Promotion”), you are solely responsible for complying with, and will ensure that your Promotion, including its rules, terms, and requirements (“Promotion Rules”), complies with, all applicable laws and regulations and these Terms. The Promotion Rules must contain, at a minimum, a set of official rules that are consistent with these Terms and that include (i) a complete release of Quill by each participant of such Promotion, and (ii) an acknowledgement stating that the Promotion is not sponsored, endorsed, administered by, or otherwise associated with Quill or our Affiliates. You agree that your Promotion will be fully conducted in accordance with the Promotion Rules. Quill will not assist you with the administration or operation of your Promotion, or provide you with any advice in connection therewith. You assume all risk associated with your use of the Platform to administer your Promotion.

  2. What are the rules for using Quill?

    When using the Platform, you will not directly or indirectly:

    • engage in deceptive or manipulative economic activities in any way, including by sending ETH or Optimism Ether (“oETH”) to yourself via participation in your own Crowdfund or purchasing your own Editions, or using the Platform to conceal economic activity;

    • email, upload, or otherwise distribute any content, including Creator Content, that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to do so under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of unlawful solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable (including any sexual depictions of minors); or (vii) in the sole judgment of Quill, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Quill or its Users to any harm or liability of any type;

    • interfere with or disrupt the Platform or servers or networks connected to the Platform in any manner that could negatively affect or inhibit other Users from fully enjoying the Platform or that could damage, disable, overburden or impair the functioning of the Platform in any manner;

    • disobey any requirements, procedures, policies or regulations of networks connected to the Platform;

    • violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

    • create or post counterfeit items or assets;

    • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

    • solicit personal information from anyone under the age of 18, except as specifically allowed by the Platform;

    • harvest or collect email addresses or other contact information of other Users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

    • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

    • further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

    • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;

    • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its Users for any unauthorized purpose;

    • create user accounts by automated means or under false or fraudulent pretenses;

    • access or use the Platform to make any promises or commitments that are not expressly contemplated by the functionality of the Platform, including that you will not include in the title or description of an Entry any promises or other commitments regarding any Digital Content or related Creator Content;

    • access or use the Platform to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments; or

    • access or use the Platform to create, list, or buy assets that are redeemable for financial instruments, assets that give content Creators, Recipients, or other Platform users rights to participate in an ICO or any securities offering, or assets that entitle Creators, Recipients, or users to financial rewards, including but not limited to, decentralized finance (DeFi) yield bonuses, staking bonuses, and burn discounts, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Platform.

  3. What are the intellectual property rights on the Platform?

    1. Creator Rights

    To the extent you are a Creator, you represent and warrant that you own all legal right, title, and interest in all intellectual property rights of, or are otherwise authorized to use, the Creator Content embodied in the Entries published and the Digital Assets minted by you on the Platform, including but not limited to copyrights and trademarks in the Creator Content. As between the Creator and any other User in their capacity as a User, the Creator has the right to reproduce, prepare derivatives of, sell, distribute, and display or perform the Creator Content.

    By sharing, distributing or selling any Digital Asset on the Platform, the Creator hereby expressly and affirmatively grants to a rightful purchaser or other Recipient of the Digital Asset a license pursuant to Section 3(c)(ii) below.

    You further represent and warrant that your Creator Content underlying any Digital Asset contains only original content or is otherwise authorized for use by other users, and does not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by you, not authorized for use by you, not in the public domain, or otherwise without a valid claim of fair use. You further represent and warrant that you have permission to incorporate any unoriginal content incorporated in the Digital Asset, to the extent such permission is legally required.

    1. Quill Rights to Creator Content

    You hereby acknowledge, understand, and agree that by authoring, minting, posting, selling or distributing any Entry or  Digital Asset on the Platform, you hereby expressly and affirmatively grant to Quill, and its Affiliates and its and their successors, a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, store, distribute and transmit (x) the Entry or (y) the Creator Content underlying the Digital Asset, as applicable, for the purpose of operating and developing the Platform, and (b) use and incorporate the Creator Content underlying such Digital Asset (or derivative works thereof) in any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Platform.  The foregoing licenses include, without limitation, the express rights to: (i) display or perform the Creator Content underlying the Digital Asset on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the Creator Content in electronic databases, indexes, and catalogues; and (iii) host, store, distribute, and reproduce one or more copies of such Creator Content within a distributed file keeping system, node cluster, or other database (e.g., Filecoin and InterPlanetary File System) or cause, direct, or solicit others to do so.  For purposes hereof, “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with Quill.

    Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Quill are non-confidential and Quill will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

    Quill may preserve Creator Content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Quill, its Users and the public. You understand that the technical processing and transmission of the Platform, including Creator Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

    1. Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Quill, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Quill from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Quill, our Affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Quill.

    Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Quill. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Quill Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Quill Trademarks will inure to our exclusive benefit.

    1. Third Party Content: Under no circumstances will Quill be liable in any way for any Digital Assets, Creator Content, or any other content or materials of any third parties (including Users), including, but not limited to, (i) for any errors or omissions in any content or materials, (ii) for infringement or violation of intellectual property or other rights in relation to such content or materials, (iii) for any promises, purported promises, or commitments made by other Users, or (iv) for any loss or damage of any kind incurred as a result of the use of any such content or materials or as a result of reliance on any such promises or commitments. You acknowledge that Quill does not pre-screen content, but that Quill will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Quill will have the right to remove any content (and to terminate any licenses granted with respect thereto) that is deemed by Quill, in our sole discretion, to violate these Terms or otherwise be objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Assets, including any reliance on the accuracy, completeness, or usefulness of such content.

    2. Copyright Complaints: Quill respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Quill of your infringement claim in accordance with the procedure set forth below.

    Quill will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Quill’s Copyright Agent at trust@quill.im (Subject line: “DMCA Takedown Request”).

    To be effective, the notification must be in writing and contain the following information:

    • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    • a description of the copyrighted work or other intellectual property that you claim has been infringed;
    • a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
    • 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; and
    • 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.
    1. Counter-Notice: If you believe your Creator Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Creator Content, you may send a written counter-notice containing the following information to the Copyright Agent:
    • your physical or electronic signature;
    • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
    • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
    • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Copyright Agent, Quill will send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

    1. Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Quill has adopted a policy of terminating, in appropriate circumstances and at Quill's sole discretion, Users who are deemed to be repeat infringers. However, due to the decentralized nature of the Platform, you acknowledge that Quill may not be able to determine if a person or entity that is terminated has then created a separate Platform account and agree that Quill will not be responsible for any such failure to make such determination. Quill may also at its sole discretion (i) limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement and (ii) terminate any Recipient License related to a DMCA takedown notice.

    2. User Agrees to Cooperate with Quill

    Creator expressly agrees to refund to the Recipient and/or Quill, at Quill’s direction, the entire portion of fees received from the sale of any Digital Asset that was subsequently removed from the Platform pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. Quill will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.  In addition, you acknowledge that Creator Content cannot be removed from its block on the Ethereum blockchain, the Optimism blockchain, Filecoin/IPFS or the Arweave blockweave and Quill will not be held liable based on the persistence of Creator Content on its block.

    Creators, Recipients, and all Users expressly agree to cooperate and timely respond to Quill’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.

  4. What Fees does Quill charge?

Fees. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts deployed by Quill.

Quill collects 2.5% of all ETH and oETH transactions performed through Smart Contracts on the Quill Platform. This amount is subject to change, including to increase, decrease, or eliminate it, at any time and from time to time.

Quill does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Platform. Each User irrevocably releases, acquits, and forever discharges Quill and its Affiliates and its and their officers and successors of any liability for royalties, fines, or fees not received from any transaction outside of the Platform.

All transactions on the Platform or through Smart Contracts created on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network or the Optimism network. Each of the Ethereum network and the Optimism network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such network, and thus every transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Quill. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other Transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

Split. Creators can share earnings from the sale of Digital Assets launched on the Platform.  The terms and mechanics of how to split earnings are set forth in our Guide.

  1. What about my privacy?

    Our Privacy Policy is a part of these Terms. Please review the Quill Privacy Policy, which also governs the Platform and informs Users of our data collection practices.

  2. Other Legal Terms

    1. Indemnity and Release: You agree to release, indemnify and hold Quill and its Affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any Creator Content, your connection to the Platform, your violation of these Terms or your violation of any rights of another. You further agree that Quill shall have control of the defense or settlement of any third party claims. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of gross negligence or willful misconduct of such Indemnitee.

    2. Disclaimer of Warranties: YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT QUILL AND ALL INDEMNITEES WILL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IF (A) YOU ARE UNABLE TO LOCATE OR USE YOUR CREDENTIALS, (B) YOUR RIGHTS TO ANY DIGITAL ASSET OR CREATOR CONTENT ARE TERMINATED OR (C) ANY THIRD PARTY MAKES ANY CLAIM AGAINST YOU IN RELATION TO ANY DIGITAL ASSET OR CREATOR CONTENT, INCLUDING ANY CLAIM OF INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. QUILL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

    QUILL MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, NFTS, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

    1. Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT QUILL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ASSET, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF QUILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY DIGITAL ASSET, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL QUILL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE LESSER OF (A) THE AMOUNT RECEIVED BY QUILL FOR ITS PROVISION OF THE PLATFORM FROM YOU IN THE LAST SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM AND (B) ONE HUNDRED DOLLARS ($100).

    2. Beta Features. Certain features on the Platform may be offered while still in “beta” form (“Beta Features”). Quill will utilize reasonable efforts to identify the Beta Features by labeling them as such on the Platform. By accepting these Terms or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “beta” version and made available on an “as is” or “as available” basis. The Beta Features may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.

    SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

    IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES”, “LIMITATION OF LIABILITY” AND “BETA FEATURES” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  3. Here are our termination rights.

    You agree that Quill, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if Quill believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Platform may be referred to appropriate law enforcement authorities. Quill may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Quill may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Quill will not be liable to you or any third party for any termination of your access to the Platform.

  4. We do not get involved with User disputes.

    You agree that (a) you are solely responsible for your interactions with any other Users, including Creators and Recipients, in connection with the Platform and (b) Quill will have no liability or responsibility with respect thereto.  Quill reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Platform.

  5. General Legal Terms

    These Terms constitute the entire agreement between you and Quill and govern your use of the Platform, superseding any prior agreements between you and Quill with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Quill agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Quill to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms without the prior written consent of Quill, but Quill may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Quill may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Platform.

  6. Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

    • Agreement to Arbitrate

      This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and Quill, whether arising out of or relating to these Terms (including any alleged breach thereof), the Platform, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these Terms, you and Quill are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

    • Prohibition of Class and Representative Actions and Non-Individualized Relief

      YOU AND QUILL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND QUILL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

    • Pre-Arbitration Dispute Resolution

      Quill is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support at support.quill.im.  If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).  The Notice to Quill should be sent to 348 4th Avenue #1072, Brooklyn, New York, 11215 (“Notice Address”).  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If Quill and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Quill may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by Quill or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Quill is entitled.

    • Arbitration Procedures

      Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

      Unless Quill and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, Quill agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

    • Costs of Arbitration

      Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is $75,000 or less, at your request, Quill will pay all Arbitration Fees.  If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Quill will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Quill will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the AAA Rules.

    • Confidentiality

      All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

    • Severability

      If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of these Terms will continue to apply.

    • Future Changes to Arbitration Agreement

      Notwithstanding any provision in these Terms to the contrary, Quill agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Platform, you may reject any such change by sending Quill written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Questions? Concerns? Suggestions?

Please contact us at legal@quill.im.