Quikturn Terms of Service
Read Quikturn's terms of service covering account usage, subscriptions, intellectual property, acceptable use policies, and legal agreements.
1) Agreement to Terms
These Terms of Service (the "Terms") are a binding legal agreement between Quikturn, Inc. (or its applicable affiliate, "Quikturn," "we," "us," or "our") and the person or entity agreeing to these Terms ("Customer," "you," or "your"). By creating an account, clicking "I agree," accessing, or using the Services in any manner, you agree to be bound by these Terms. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Customer" shall refer to that organization.
These Terms apply to all users of the Services, including individual users, teams, and organizations. If you have executed a separate Master Subscription Agreement ("MSA") or Order Form with Quikturn, the order of precedence set forth in Section 25.6 applies in the event of any conflict.
2) Definitions
In addition to terms defined elsewhere in these Terms, the following definitions apply:
"Authorized User" means a named individual who is authorized by Customer to access and use the Services under Customer's account. Each Authorized User must be assigned a unique Seat and may not share login credentials or access with any other person.
"Seat" means a single, named-user license entitling one Authorized User to access the Services. Seats are tied to individual persons, not roles, workstations, or shared accounts. A Seat may be reassigned to a different Authorized User only upon deactivation of the prior user in accordance with Section 3.4.
"Customer Content" means any content, data, files, text, images, brand assets, logos, trademarks, templates, or other materials that you (or your Authorized Users) upload, submit, or otherwise provide to the Services, including prompts and configuration.
"Customer Data" means all data that is electronically submitted to or collected through the Services by or on behalf of Customer, including Customer Content, account information, and usage metadata attributable to Customer's account.
"Output" means slides, images, color palettes, layouts, and other results generated by the Services for Customer based on Customer Content and/or system features.
"Services" means Quikturn's web platform, PowerPoint Add-in, Admin Portal, application programming interfaces (APIs), developer SDKs, and any associated websites, mobile applications, software, and Documentation.
"Documentation" means the user guides, help articles, API documentation, and other technical materials made available by Quikturn describing the features and functionality of the Services, as updated from time to time.
"Order Form" means a mutually executed ordering document or online order specifying the Services, number of Seats, fees, subscription term, and any additional terms applicable to Customer's subscription.
"Plan" means the specific subscription tier (e.g., Free, Professional, Enterprise) under which Customer accesses the Services, as described at purchase or in an Order Form.
"Admin Portal" means the administrative interface within the Services that allows Customer's designated administrators to manage Authorized Users, Seats, and account settings.
3) Accounts, Administrators, and Seat Management
3.1 Registration. You must provide accurate, complete, and current account information and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Quikturn immediately of any unauthorized use of your account.
3.2 Administrators. If Customer is an organization, Customer shall designate one or more administrators ("Admins") to manage its workspace, Authorized Users, Seats, and billing through the Admin Portal. Customer is responsible for all actions taken by its Admins and Authorized Users, including compliance with these Terms. Admins are responsible for the accuracy of user information and for promptly deactivating Authorized Users who should no longer have access.
3.3 Seat Restrictions. Each Seat is licensed for use by a single, named Authorized User. The following restrictions apply:
- (a) No Sharing. Seats may not be shared between individuals. Each person who accesses the Services must be assigned their own Seat. Concurrent use of a single Seat by more than one individual is strictly prohibited.
- (b) No Generic Accounts. Seats may not be assigned to generic, shared, or group accounts (e.g., "team@company.com," "intern@company.com"). Each Seat must be assigned to an identifiable individual with a unique email address.
- (c) Credential Security. Authorized Users may not share, disclose, or transfer their login credentials to any other person. Customer shall ensure that its Authorized Users keep their credentials confidential and shall promptly notify Quikturn of any suspected unauthorized access.
- (d) Seat Limits. The number of active Authorized Users at any time may not exceed the number of Seats specified in Customer's Plan or Order Form. Quikturn reserves the right to monitor Seat usage and to suspend or restrict access if Customer exceeds its Seat allocation.
3.4 Seat Reassignment. Seats may be reassigned to a different Authorized User via the Admin Portal, provided that the prior user is deactivated before the new user is provisioned. There is no limit on the number of times a Seat may be reassigned.
3.5 Seasonal and Temporary Access. Enterprise Plans may include complimentary Seats for seasonal or temporary users (e.g., summer interns), as specified in the applicable Order Form or Plan description. Seasonal Seats are subject to the same restrictions as standard Seats and must be deactivated when the temporary user's engagement ends.
3.6 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. The Services are intended for business and professional use.
4) Subscriptions, Trials, and Billing
4.1 Plans and Seat Quantities. Access to the Services is offered under free, trial, or paid subscription Plans. Plan features, Seat limits, and pricing are described at the time of purchase or in an Order Form and may change as permitted by these Terms. Customer may not exceed the Seat quantity or usage limits of its Plan.
4.2 Ordering Additional Seats. Customer may add Seats during an active subscription term by contacting Quikturn or through the Admin Portal (where available). Additional Seats will be charged at the applicable tier rate and prorated for the remainder of the then-current term. Seat reductions are not permitted during a term; any reduction will take effect at the start of the next renewal term.
4.3 Auto-Renewal. Paid Plans automatically renew for successive periods of the same duration as the initial term (e.g., a 12-month term renews for another 12 months) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. You authorize us and our payment processor to charge your payment method for fees, taxes, and any overages per your Plan.
4.4 Pricing Changes. Quikturn may change its pricing at any time. For existing paid subscriptions, price changes will take effect at the start of the next renewal term. Quikturn will provide at least thirty (30) days' advance notice of any pricing increase. If Customer does not agree to the new pricing, Customer's sole remedy is to provide written notice of non-renewal before the start of the next term.
4.5 Taxes. All fees are exclusive of applicable sales, use, value-added, goods and services, withholding, and other taxes, duties, or charges imposed by any governmental authority ("Taxes"). Customer is responsible for all Taxes, excluding taxes based on Quikturn's net income. If Quikturn is required to collect or remit Taxes, those amounts will be invoiced to Customer unless Customer provides a valid tax exemption certificate.
4.6 Payment Terms. Unless otherwise specified in an Order Form, all fees are due annually in advance. Invoices are payable within thirty (30) days of the invoice date ("Net 30"). Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4.7 Refunds. Except where required by applicable law, fees are non-refundable. If Quikturn materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice, Customer's exclusive remedy is a pro-rated refund of prepaid fees for the unused portion of the then-current term following the date of the uncured breach.
4.8 Suspension for Non-Payment. Quikturn may suspend Customer's access to the Services upon fifteen (15) days' written notice of overdue payment. Access will be restored promptly upon receipt of all outstanding amounts. Quikturn may terminate Customer's account for non-payment that remains uncured for more than thirty (30) days after the suspension notice.
5) Licenses; Use of the Services
5.1 License Grant. Subject to these Terms, the applicable Plan, and Customer's payment of all fees, Quikturn grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to permit its Authorized Users to access and use the Services in accordance with these Terms and the Documentation.
5.2 Scope of License. The license granted in Section 5.1 permits use of the Services solely for Customer's internal business purposes. Customer may not use the Services to provide a competing service to third parties, resell or sublicense access, or allow any person other than its Authorized Users to access the Services.
5.3 Software and Add-ins. If Quikturn provides client software, browser extensions, PowerPoint Add-ins, SDKs, or other downloadable components ("Client Software"), Customer may install and use such Client Software solely in connection with the Services and solely by Authorized Users. Customer will not copy, modify, distribute, reverse engineer, decompile, or attempt to extract the source code of any Client Software, except to the extent such restriction is expressly prohibited by applicable law.
5.4 API Usage. If Customer's Plan includes API access, Customer may use the Quikturn API solely in accordance with the API documentation and applicable rate limits, quotas, and usage restrictions. Customer may not use the API to build, train, or improve a competing product or service. API keys and tokens are confidential and may not be shared publicly or embedded in client-side code except where the key type (e.g., publishable keys) expressly permits such use.
5.5 Reservation of Rights. Quikturn and its licensors retain all right, title, and interest in and to the Services, Client Software, APIs, Documentation, and all related intellectual property, including patents, copyrights, trademarks, trade secrets, and know-how. No rights are granted except as expressly set forth in these Terms.
6) Customer Content, Data, and Output
6.1 Customer Ownership. Customer retains all right, title, and interest in and to Customer Content and Customer Data. Quikturn does not claim ownership of Customer Content, Customer Data, or Output.
6.2 Output Ownership. As between Customer and Quikturn, and subject to Section 7.3, Customer owns its Output to the extent permitted by applicable law. Ownership of Output does not override any third-party intellectual property rights embodied in the Output.
6.3 License to Operate the Service. Customer grants Quikturn a worldwide, royalty-free, non-exclusive license to host, reproduce, process, transmit, display, and otherwise use Customer Content — and to create and deliver Output — solely as necessary to operate, maintain, secure, improve, and provide the Services to Customer, including to prevent or address service, security, or technical issues.
6.4 Data Use Restrictions. Unless Customer expressly opts in, Quikturn will not use Customer Content or Output to train machine learning models or foundation models that are made available to other customers. Quikturn may use de-identified, aggregated telemetry and usage analytics to improve the reliability, security, and performance of the Services.
6.5 Accuracy of Output. Output may be inaccurate or incomplete and is provided "as is." Customer is solely responsible for reviewing Output for accuracy, regulatory compliance, and fitness for its intended use before relying on it. Quikturn makes no representations regarding the completeness, accuracy, or suitability of any Output.
6.6 Customer Data Portability. Upon written request during the term of Customer's subscription or during the data export period specified in Section 17.3, Quikturn will make Customer Data available for export in a commercially reasonable format. Quikturn is not obligated to retain Customer Data beyond the export period.
7) Brand Assets, Third-Party Materials, and IP
7.1 Customer's Responsibility for Rights. Customer is solely responsible for ensuring it has all necessary rights, licenses, and permissions to upload, use, and display any logos, brand assets, trademarks, or other third-party materials included in Customer Content or Output.
7.2 No Rights Granted in Third-Party Marks. Quikturn does not grant Customer any rights in third-party trademarks, logos, or brand assets surfaced by or available through the Services. The inclusion of a logo or brand asset in the Services (e.g., in a search result or logo library) does not constitute a license or permission to use that asset in commerce or for any other purpose.
7.3 Conflicting Third-Party Rights. Customer's ownership of Output does not override third-party intellectual property rights embodied in Customer Content or third-party materials (e.g., a company's registered trademark). Customer must independently obtain any necessary permissions or licenses from the applicable rights holders.
7.4 Takedown and Repeat Infringers. Quikturn may remove or disable access to materials alleged to infringe third-party rights and may terminate the accounts of repeat infringers in accordance with our DMCA policy (Section 18).
8) Acceptable Use
8.1 Prohibited Conduct. Customer and its Authorized Users will not (and will not permit any third party to):
- (a) use the Services in violation of any applicable law, regulation, or industry standard, including laws governing intellectual property, privacy, data protection, export controls, or sanctions;
- (b) upload, transmit, or generate content that is unlawful, defamatory, obscene, harassing, or that infringes or misappropriates any third party's rights;
- (c) attempt to probe, scan, or test the vulnerability of the Services or any related system, or attempt to breach or circumvent any security or authentication mechanism;
- (d) access the Services for the purpose of building, training, or improving a competing product or service, or for competitive benchmarking or publication without Quikturn's prior written consent;
- (e) exceed the Seat limits, API quotas, rate limits, or other usage restrictions applicable to Customer's Plan;
- (f) share, transfer, or disclose account credentials or API keys to unauthorized persons;
- (g) perform unauthorized automated access, scraping, or data extraction from the Services;
- (h) interfere with or disrupt the Services, servers, or networks connected to the Services, or disproportionately load Quikturn's infrastructure;
- (i) use the Services for high-risk activities where failure or error could lead to death, personal injury, or severe environmental or property damage;
- (j) remove, alter, or obscure any proprietary notices, trademarks, or attribution included in the Services or Output.
8.2 Enforcement. Quikturn reserves the right to investigate potential violations of this Section 8 and to take any action it deems appropriate, including suspension or termination of access, removal of content, and referral to law enforcement. Quikturn shall have no liability for any action taken under this Section.
9) Monitoring, Audit, and Usage Verification
9.1 Usage Monitoring. Quikturn may monitor usage of the Services for the purpose of verifying compliance with these Terms, including Seat limits, API quotas, and acceptable use requirements. Monitoring may include automated logging of login activity, concurrent sessions, and feature usage.
9.2 Audit Rights. During the subscription term and for one (1) year thereafter, Quikturn may, upon thirty (30) days' prior written notice and no more than once per twelve (12) month period, request that Customer provide a written certification of the number of Authorized Users and Seats in use and the manner in which the Services are being used. Customer shall respond to such requests within fifteen (15) business days.
9.3 Remediation of Overuse. If an audit or usage review reveals that Customer has exceeded its authorized number of Seats or has otherwise used the Services in excess of the applicable Plan limits, Customer shall promptly pay for the excess usage at Quikturn's then-current rates, retroactive to the date of first overuse (or, if the date cannot be determined, for the six (6) months preceding the discovery). Quikturn may also suspend access to the excess Seats until the additional fees are paid.
10) Third-Party Services and Integrations
Certain features of the Services may enable integration with third-party services (e.g., Microsoft 365, cloud storage providers, presentation software, identity providers). Customer's use of third-party services is governed by those third parties' terms and policies, not by these Terms. Quikturn is not responsible for and makes no warranties regarding any third-party services, including their availability, security, or data handling practices. Customer acknowledges that enabling a third-party integration may require sharing certain Customer Data with the third-party provider.
11) Confidentiality
11.1 Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Terms that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pricing terms, technical specifications, business plans, customer lists, product roadmaps, and Customer Data.
11.2 Obligations. The Receiving Party will: (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with the Disclosing Party's prior written consent; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. The Receiving Party may disclose Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.
11.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party before receipt from the Disclosing Party without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.
11.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party will: (a) provide prompt notice to the Disclosing Party (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other remedy; and (b) disclose only the minimum amount of Confidential Information reasonably required to comply with the legal obligation.
11.5 Superseding Agreements. If the parties have executed a separate non-disclosure agreement, MSA, or other agreement containing confidentiality provisions, those provisions shall govern to the extent of any conflict with this Section.
12) Privacy and Data Processing
12.1 Privacy Policy. Quikturn's processing of personal data in connection with the Services is described in the Quikturn Privacy Policy, which is incorporated by reference into these Terms. Customer acknowledges that it has reviewed and agrees to the Privacy Policy.
12.2 Data Processing Agreement. If a data processing agreement ("DPA") is required under applicable data protection law (e.g., GDPR, CCPA/CPRA, or similar regulations), the Quikturn DPA will apply when executed by both parties and shall be incorporated into these Terms.
12.3 Customer Obligations. Customer is responsible for: (a) ensuring that its collection and submission of Customer Data to the Services complies with all applicable laws, including obtaining any required consents; (b) the accuracy and legality of Customer Data; and (c) establishing appropriate data handling and privacy practices for its Authorized Users.
13) Security
13.1 Security Measures. Quikturn maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, appropriate to the nature of the data processed and the Services provided. These safeguards include, at a minimum: (a) encryption of data in transit using TLS; (b) encryption of data at rest; (c) role-based access controls; (d) regular security assessments and reviews; and (e) employee security awareness training.
13.2 Breach Notification. In the event of a confirmed security breach that results in the unauthorized access to, or disclosure of, Customer Data ("Security Incident"), Quikturn will: (a) notify Customer without undue delay and in no event later than seventy-two (72) hours after confirmation of the Security Incident; (b) provide Customer with reasonably available information about the nature and scope of the breach; and (c) take commercially reasonable steps to investigate, remediate, and mitigate the effects of the Security Incident.
13.3 No Absolute Security. No method of transmission over the Internet or method of electronic storage is completely secure. While Quikturn strives to use commercially reasonable means to protect Customer Data, Quikturn cannot guarantee absolute security. Customer is responsible for securing its own accounts, devices, and network environments.
13.4 Additional Security Commitments. Customers with an executed MSA, Order Form, or separate security addendum may be subject to additional security commitments as specified therein. In the event of a conflict between this Section and a separate security agreement, the separate agreement shall control.
14) Beta Features
We may designate certain features, tools, or functionality as alpha, beta, preview, early access, or experimental ("Beta Features"). Beta Features: (a) are provided for evaluation and feedback purposes; (b) may not be supported, may contain errors, and are not subject to uptime or service level commitments; (c) may be modified, suspended, or discontinued at any time without notice; and (d) may be subject to additional terms. Customer assumes all risks associated with its use of Beta Features. Quikturn's confidentiality obligations apply to any Beta Features disclosed to Customer.
15) Support and Service Levels
15.1 Standard Support. Support is provided per Customer's Plan as described in the Documentation. Unless otherwise specified, support is available via email during Quikturn's standard business hours.
15.2 Enterprise Support. Enterprise Plans may include enhanced support commitments such as priority response times, dedicated onboarding, and direct phone/SMS access, as specified in the applicable Order Form or Plan description.
15.3 Service Levels. Unless Customer's Plan, Order Form, or a separately executed service level agreement ("SLA") specifies otherwise, Quikturn makes no uptime guarantees. Quikturn will use commercially reasonable efforts to maintain high availability and to address incidents promptly. To the extent an SLA has been agreed, the remedies set forth in the SLA shall be Customer's sole and exclusive remedies for any service level failures.
16) Intellectual Property Protection
16.1 Quikturn's Indemnification. Quikturn will defend Customer against any third-party claim alleging that Customer's authorized use of the Services (as permitted under these Terms) infringes that third party's patent, copyright, or trademark registered in the United States ("IP Claim"), and will indemnify Customer for any damages finally awarded against Customer by a court of competent jurisdiction or agreed in a Quikturn-approved settlement, provided that Customer: (a) notifies Quikturn promptly in writing of the IP Claim; (b) grants Quikturn sole control of the defense and settlement; and (c) provides reasonable assistance at Quikturn's expense.
16.2 Remediation. If the Services become, or in Quikturn's reasonable opinion are likely to become, the subject of an IP Claim, Quikturn may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate Customer's subscription and refund any prepaid fees for the unused portion of the then-current term.
16.3 Exclusions. Quikturn's obligations under this Section 16 do not apply to any claim arising from: (a) Customer Content or Customer's combination of the Services with third-party products or data not provided by Quikturn; (b) modifications to the Services made by anyone other than Quikturn; (c) Customer's use of the Services in violation of these Terms or the Documentation; or (d) use of a non-current version of the Services if the infringement would have been avoided by use of a then-current version.
16.4 Sole Remedy. This Section 16 states Quikturn's sole and exclusive liability, and Customer's sole and exclusive remedy, with respect to any infringement or misappropriation of third-party intellectual property rights.
17) Suspension and Termination
17.1 Cancellation by Customer. Customer may cancel its subscription at any time via account settings or by providing written notice to Quikturn. Cancellation takes effect at the end of the then-current billing period. No refunds will be provided for the remaining portion of the billing period unless otherwise required by law.
17.2 Termination for Cause. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.
17.3 Effect of Termination. Upon termination or expiration of the subscription: (a) Customer's license to the Services immediately terminates and Customer and its Authorized Users must cease all use; (b) Quikturn will make Customer Data available for export for thirty (30) days following the effective date of termination ("Export Period"); and (c) after the Export Period, Quikturn may delete Customer Data in accordance with its standard data retention practices and applicable law. Sections that by their nature should survive termination will survive, including Sections 2, 5.5, 6, 7, 8, 9, 11, 12, 13, 16, 17.3, 19, 20, 21, 22, and 23–25.
17.4 Suspension. Quikturn may suspend Customer's access to the Services immediately and without prior notice if: (a) Quikturn reasonably believes Customer's use poses a security risk to the Services or to other customers; (b) Customer's use may subject Quikturn to liability; (c) Customer's use violates Section 8 (Acceptable Use); or (d) as required by law or governmental order. Quikturn will use commercially reasonable efforts to provide notice and to limit the scope and duration of any suspension. Suspension does not relieve Customer of its obligation to pay fees during the suspension period.
18) Copyright Complaints (DMCA)
If you believe material on the Services infringes your copyright, please send a notice that complies with the requirements of 17 U.S.C. §512(c)(3) to our designated agent:
DMCA Agent: Quikturn Founders
Address: 1209 Orange Street, Wilmington, Delaware 19801
Email: founders@getquikturn.io
Phone: +1 503 896 6022
Quikturn will respond to valid DMCA notices in accordance with applicable law, including by removing or disabling access to the allegedly infringing material and notifying the affected user. If we receive a counter-notification that complies with the statutory requirements, we may restore the material at our discretion. Quikturn may terminate the accounts of users who are repeat infringers.
19) Disclaimers
THE SERVICES, OUTPUT, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUIKTURN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. QUIKTURN DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.
NOTWITHSTANDING THE FOREGOING, IF CUSTOMER'S PLAN OR ORDER FORM SPECIFIES SERVICE LEVELS, WARRANTIES, OR PERFORMANCE COMMITMENTS, THOSE COMMITMENTS SHALL APPLY AS WRITTEN AND SHALL NOT BE DIMINISHED BY THIS SECTION.
20) Limitation of Liability
20.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2 Aggregate Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO QUIKTURN FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100).
20.3 Exceptions. The limitations in Sections 20.1 and 20.2 shall not apply to: (a) either party's breach of Section 11 (Confidentiality); (b) Customer's breach of Section 3.3 (Seat Restrictions), Section 5 (License), or Section 8 (Acceptable Use); (c) Quikturn's obligations under Section 16 (Intellectual Property Protection); (d) Customer's obligations under Section 21 (Indemnification); or (e) either party's liability for fraud, willful misconduct, or gross negligence.
20.4 Essential Basis. THE LIMITATIONS SET FORTH IN THIS SECTION 20 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE PARTIES ACKNOWLEDGE THAT THE FEES CHARGED REFLECT THIS ALLOCATION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, THE ABOVE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED.
21) Indemnification
21.1 Customer's Indemnification. Customer will defend, indemnify, and hold harmless Quikturn, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content or Customer's use of Output; (b) Customer's or its Authorized Users' use of the Services in violation of these Terms or applicable law; (c) any allegation that Customer Content or Customer's use of Output infringes or misappropriates any third-party right; or (d) Customer's breach of Section 3.3 (Seat Restrictions).
21.2 Indemnification Procedures. The indemnifying party's obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party or admits fault without the indemnified party's prior written consent); and (c) providing reasonable cooperation at the indemnifying party's expense.
22) Dispute Resolution; Arbitration; Class Action Waiver
22.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules.
22.2 Informal Resolution. Before initiating any formal dispute resolution proceedings, the parties will attempt in good faith to resolve any dispute through informal negotiation for a period of at least thirty (30) days after the complaining party provides written notice describing the dispute. If a party is represented by counsel, that party's counsel may participate in the informal resolution process.
22.3 Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved through informal negotiation will be resolved by binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures, conducted by a single arbitrator. The seat and venue of arbitration will be New York County, New York, and the language will be English. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
22.4 Exceptions to Arbitration. Either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims relating to: (a) intellectual property rights; (b) unauthorized use of or access to the Services; or (c) enforcement of any arbitration award.
22.5 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED UNDER THESE TERMS.
23) Export Controls; Sanctions
Customer represents and warrants that: (a) it is not located in, under the control of, or a national or resident of any country or territory that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; (b) it is not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals list maintained by OFAC; and (c) it will comply with all applicable export control, sanctions, and trade compliance laws and regulations in connection with its use of the Services.
24) U.S. Government Rights
The Services constitute "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212 (COTS) and 48 C.F.R. §227.7202 (DoD). If the Services are acquired by or on behalf of a U.S. Government end user, the Government's rights are limited to those set forth in these Terms.
25) General Provisions
25.1 Modifications to the Services and Terms. Quikturn may modify the Services and these Terms from time to time. For material changes, Quikturn will provide at least thirty (30) days' advance notice via email or through the Services before the changes take effect. Customer's continued use of the Services after the effective date of a material change constitutes acceptance. If Customer does not agree with a material change, Customer may terminate its subscription before the change takes effect and receive a pro-rated refund of prepaid fees for the unused portion of the then-current term.
25.2 Assignment. Customer may not assign or transfer these Terms or any rights hereunder without Quikturn's prior written consent. Quikturn may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to an affiliate. Any purported assignment in violation of this Section is void.
25.3 Notices. Quikturn may provide notices to Customer via the email address associated with Customer's account or through the Services. Legal notices to Quikturn must be sent to: founders@getquikturn.io and Quikturn, Inc., Attn: Legal, 1209 Orange Street, Wilmington, Delaware 19801. Notices are deemed received upon delivery if sent by email (with confirmation of delivery) or three (3) business days after mailing if sent by certified mail.
25.4 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, epidemics, labor disputes, government actions, internet or telecommunications failures, or power outages ("Force Majeure Event"). The affected party will provide prompt notice and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected portion of these Terms upon written notice.
25.5 Severability; No Waiver. If any provision of these Terms is held to be unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision or any other provision in the future.
25.6 Entire Agreement; Order of Precedence. These Terms, Customer's Plan details, and any applicable DPA, MSA, or Order Form constitute the entire agreement between Customer and Quikturn regarding the Services and supersede all prior or contemporaneous agreements, proposals, and communications, whether written or oral. In the event of a conflict between the foregoing documents, the following order of precedence shall apply (in descending order): (1) an executed Order Form; (2) an executed MSA; (3) an executed DPA; (4) these Terms; (5) Documentation.
25.7 Publicity. Quikturn may use Customer's name and logo to identify Customer as a Quikturn customer on its website and in marketing materials, unless Customer opts out by sending written notice to Quikturn. Customer's opt-out will be effective within ten (10) business days of receipt.
25.8 Feedback. If Customer provides Quikturn with feedback, suggestions, or ideas regarding the Services ("Feedback"), Customer grants Quikturn a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without restriction, attribution, or compensation.
25.9 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.
25.10 Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
25.11 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
Contact
Quikturn, Inc.
1209 Orange Street
Wilmington, Delaware 19801
Email: support@getquikturn.io
Legal: founders@getquikturn.io