Terms of Service - Quillbee

Thank you for choosing Quillbee as your trusted writing assistant. Please read this document carefully, as it sets forth important legal obligations between you and Saturday Drive Incorporated, doing business as Quillbee (“Quillbee”), and it sets forth your rights in the event that you have a disagreement or dispute. These Terms of Service (“Terms”) govern your use of the Quillbee website (quillbee.com) (the “Website”) and the Quillbee service via the app (app.quillbee.com) or otherwise (the “Service”). By accessing or using the website or the Service, or by creating a Quillbee account, you represent that you are an adult of the legal age of majority in your country and state of residence, and you agree to be bound by these Terms. If you do not agree with these Terms or with any provision herein, you may not use the Service or the Website.

IMPORTANT NOTICE: THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THE SECTION TITLED “DISPUTE RESOLUTION.” THIS AGREEMENT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY DISPUTE BETWEEN YOU AND QUILLBEE, LLC, AND REQUIRE YOU, TO THE MAXIMUM EXTENT ALLOWED BY LAW, TO RESOLVE ALL DISPUTES IN BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT.

1. Subscription

1.1 License: Your use of the Service is licensed—not sold—to you on a subscription basis, and you hereby acknowledge that no right, title, or interest in and to the Service is hereby sold or transferred to you. The license is limited, revocable, non-exclusive, non-sublicensable, and subject to other limitations set forth herein.

1.2 Subscription and Pricing: By purchasing any subscription to the Service, you acknowledge and agree to pay the applicable subscription fees as set forth on the Website. You further acknowledge that Quillbee has the right, in its sole business discretion at any time prior to accepting your offer to purchase a subscription, to withdraw any discount and/or to make any revision to the price of the Service, and that Quillbee may at any time and with or without notice revise the pricing for the Service, including the period at which recurring subscription payments are due and including the introduction, removal, or revision of pricing tiers. You further acknowledge that subscription payments will be processed automatically, and you consent to periodic, recurring charges for subscription fees to your credit or debit card or other payment method.

1.3 Refunds: All refunds are at the sole business discretion of Quillbee, and Quillbee reserves the right to refuse to offer a refund for any reason or for no reason, including in all instances in which a subscription may be terminated by Quillbee, whether for cause or not. YOU ACKNOWLEDGE THAT QUILLBEE IS NOT REQUIRED TO REFUND ANY AMOUNT YOU PAY TO QUILLBEE FOR USE OF THE SERVICE FOR ANY REASON EXCEPT AND ONLY TO THE EXTENT AS REQUIRED BY LAW.

2. Support

2.1 Availability: Quillbee will use commercially reasonable efforts to provide support for the Service, provided, however, that Quillbee does not guarantee the availability of support at all times or for all features of the Service, and you hereby waive any claim arising from the unavailability of support.

2.2 Limitations: Support may be subject to limitations, including but not limited to limitations arising from the nature and complexity of the issue, your compliance with this Agreement, the availability of necessary information and resources, and circumstances beyond Quillbee’s control, such as issues with your browser, operating system, other computer software or hardware used by you. Quillbee reserves the right to limit or terminate support at any time and for any or no reason in its sole business discretion.

3. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.

3.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee, without regard to its conflict of laws principles.

3.2 Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be exclusively resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

3.3 CLASS AND COLLECTIVE ACTION WAIVER: TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU AND QUILLBEE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, A COLLECTIVE ACTION, A CLASS ARBITRATION, OR AS A PRIVATE ATTORNEY GENERAL. To the extent that applicable law may prohibit waiver of class action, collective action, or private attorney general claims, but permits them to be arbitrated, the parties agree that such claims shall be resolved in arbitration, whereby the arbitrator shall be empowered to grant such relief as would be available in law or equity before a court of competent jurisdiction, subject to the limitations set forth herein.

3.4 Limitation of Liability: To the maximum extent allowed by law, you agree that in any dispute, your sole and entire remedy shall be monetary damages not to exceed the total fees paid by you to Quillbee for the twelve (12) months immediately preceding your initiation of the dispute. Under no circumstances shall Quillbee or any Quillbee affiliate, officer, director, employee, agent, subsidiary, successor in interest, assign, or other person be liable to you for any amount, in aggregate, however designated or calculated, that exceeds the dollar value of your combined purchases from Quillbee during the twelve (12) months immediately preceding your initiation of the dispute or for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use of or inability to use the Service. In the event that applicable law prohibits this limitation, Quillbee’s liability shall be limited to the maximum extent allowable by law.

3.5 Exceptions: Nothing in this part shall be deemed or construed to limit either party’s right to seek public injunctive relief, to pursue individual claims before small claims court, to seek injunctive or other equitable relief to stop unauthorized use or abuse of the Service, or to claim or adjudicate any other non-waivable right, pending ruling on the said relief or right from the arbitrator.

3.6 Jurisdiction and Venue: In the event that any action between you and Quillbee should proceed before any court, you consent to the personal jurisdiction of the state trial courts of Tennessee, you agree that Bradley County, Tennessee, is an appropriate and convenient venue, and you agree that all claims shall be brought exclusively in the federal or state courts of Bradley County, Tennessee. Nothing in this part shall be deemed or construed to constitute a waiver of the parties’ agreement to proceed exclusively in arbitration as provided herein.

4. Content; Intellectual Property

4.1 Rights in Content: You provide input to the Service, which input constitutes but is not limited to keywords, topics, context, article briefs, tone, and other content written by you in the Service’s article editor interface or elsewhere prior to employing the Service’s features (“Input”), and the Service returns written output (“Output”). “Output” does not include Input to the extent that the Service may reproduce unaltered Input verbatim. Together, Input and Output constitute “Content.” You represent and warrant that you own all Input and that all provided Input does not infringe, misappropriate, or violate the rights of any person, that all provided Input complies with applicable law, and that the provision of any Input and the use by Quillbee of any Input would not violate any applicable law or infringe, misappropriate, or violate the right of any person or of any person in and to any property, intellectual or otherwise. In order for Quillbee to provide the Service, Quillbee employs artificial intelligence and machine learning, and this requires the transmission of Input to third parties. You hereby expressly consent to the transmission, including to third parties, of all Input provided to Quillbee. Subject to your performance of your obligations pursuant to these Terms, Quillbee hereby assigns to you all its right, title, and interest in and to the Output, provided, however, that Quillbee expressly disclaims certain warranties in these Terms, those disclaimers apply to the Output, and you agree to accept the entire risk of using the Service and using Content provided hereby. You may use Content for any purpose, including commercial purposes such as sale or publication, provided you comply with these Terms. In particular but without limitation, you agree to accept all risk that Output may be factually inaccurate, similar to Content generated by other users of the Service, harmful, defamatory, or that it may infringe upon the intellectual property rights or other rights of third parties. You hereby agree to undertake best efforts to evaluate all Content prior to any reproduction in order to ensure that the Content is accurate and appropriate for your use case, and you understand that you, and not Quillbee, will be liable for all harm arising from your use of or reproduction of any Content, whether foreseeable or not.

4.2 Indemnification: You agree to save, defend, indemnify, and hold harmless Quillbee, and all Quillbee affiliates, officers, directors, employees, agents, subsidiaries, successors in interest, assigns, and other persons from and against all claims, losses, choses in action, and expenses (including attorney fees) arising out of or relating to your use of the Website and Service, including all Output and Content and including all products, services, derivative works, or other property you create, develop, invent, make, offer, or sell in connection with the Service, in breach of these Terms, or in violation of applicable law.

4.3 Reserved Rights: Quillbee hereby reserves all rights in and to its name, logos, trademarks, and other proprietary and brand identifying intellectual property without prior written consent.

5. Modification

5.1 Modification of Terms: Quillbee reserves the right to modify, alter, or amend these Terms at any time, with or without notice, whereupon the Terms of Service containing such modification, alteration, or amendment shall constitute a new Terms of Service (“New Terms”). In the event that Quillbee adopts New Terms pursuant to this section, these Terms shall immediately terminate, and the New Terms shall immediately take effect and apply retroactively. In the event that Quillbee should adopt New Terms and you do not wish to be bound by them, you shall immediately cease using the Website and Service. In the event that Quillbee should adopt New Terms, your continued use of the Website and Service thereafter indicates and constitutes your acceptance of the New Terms.

5.2 Modification of Website and Service: Quillbee may at any time, with or without notice, and for any or for no reason change, modify, suspend, or discontinue the Website, Service, or any aspect or feature thereof, including changing or removing features, restricting access to features, or changing the way the Service and features are priced. Except as expressly provided herein, Quillbee does not warrant, represent, or guarantee that the Website, Service, or any features or components thereof will be available at all times or at any time, or that Quillbee will continue to offer the Service or Website for any length of time. Quillbee shall use commercially reasonable efforts to make the Website and Service available and to provide prior notice of changes, but availability is subject to change at any time.

6. Warranties; Disclaimer of Warranties

6.1 Disclaimer; Service Provided “As Is”, “As Available”: TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE, SERVICE, AND ALL OUTPUT AND CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, CONDITION, UNINTERRUPTED USE, ERROR-FREE USE, NONINFRINGEMENT, ACCURACY, TITLE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. You acknowledge that using the Website and the Service carries risks, including but not limited to damage to your software and hardware and potential liability to third parties. You nevertheless agree to accept the entire risk arising out of your use of the Website and Service.

6.2 Usage: You hereby represent and warrant that you will not use the Website or Service, including any Output or Content, in a way that infringes, misappropriates, or violates any person’s rights, including but not limited to using the Website or Service to transmit to us or any other person information concerning a person that is protected by law or information the disclosure of which by you is prohibited by law; reverse engineer, reverse assemble, reverse compile, decompile, translate, or otherwise attempt using any method to discover the source code or underlying components of the Service; or use the Service in any way prohibited by law.

7. Force Majeure; Severability; End of Life

7.1 Excused Performance: Quillbee shall not be liable for any failure or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, or other natural disasters.

7.2 In the event that any part of these Terms is found to be illegal or unenforceable, the remainder shall remain and be given full force and effect to the maximum extent allowed by law, provided, however, that in the event that a finding by a competent tribunal or court would permit dispute resolution before a court or arbitration other than on an individual basis, sections 3.2 and 3.3 concerning arbitration and proceedings other than on an individual basis shall be unenforceable in their entireties.

7.3 Termination: Quillbee reserves the right to terminate or discontinue the Service at any time, with or without notice. In the event of termination, Quillbee shall have no obligation to provide refunds or any compensation for unused subscription periods, and Quillbee’s liability shall remain limited as provided herein.

8. No Waiver; Non-Assignment; Entire Agreement; Survival

8.1 No Waiver: The failure of Quillbee to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Quillbee’s rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

8.2 Entire Agreement: In addition to these Terms, Quillbee has provided a Privacy Policy located on the Website. You represent and warrant that you have read and consent to the terms contained in the Privacy Policy. These Terms, along with the Privacy Policy (available at https://quillbee.com/privacy-policy/), constitute the entire agreement between you and Quillbee, and this entire agreement supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, relating to the subject matter herein.

8.3 Survival: The terms herein related to dispute resolution, indemnification, and limitations on liability shall survive termination of these Terms or of the Website or Service for any reason or no reason.

8.4 Assignment: You shall not assign, delegate, or transfer any rights or obligations pursuant to these Terms, including in connection with any reorganization, merger, acquisition, or other change in control. Any purported assignment or delegation shall be null and void. Quillbee may assign these Terms, or some or all of its rights or obligations pursuant to these Terms, in connection with a merger, acquisition, or sale of all or substantially all of Quillbee’s assets, or to an affiliate, parent, or subsidiary as part of a corporate reorganization.