Terms of service

GENERAL TERMS OF SERVICE

Last Updated: June 29, 2025

These General Terms of Service (the “General Terms”), together with the Order Form and any applicable Specific Terms (as defined below) are a legal contract between you and Software Services Provider as identified in Section 1 below ("Quilt Software”, “we”, “us”, or “our”), and they govern and apply to your use of each of our Services (as defined below). In the event you elect to use the Payment Services, you will additionally be bound by the contract terms in the Payment Services Terms of Use with Quilt, LLC. The terms “you” or “your” mean any person or entity that is a current or prospective user of any of our Services. These General Terms also include policies and terms of use linked herein including our Privacy Policy and E-Sign Consent. 

PLEASE BE AWARE THAT YOU ARE AGREEING TO ACCEPT AND BE BOUND BY THESE GENERAL TERMS (WHICH INCLUDE A LIMITATION ON OUR LIABILITY AT SECTION 9) WHEN YOU EXECUTE AN ORDER FORM OR ACCESS AND/OR USE ANY OF THE SERVICES.  

We may update and amend these General Terms from time to time without notice to you, as stated under the General Provisions, Amendment section at the end of this document.

By executing an Order Form for certain Services and/or accessing or using certain Services, you also agree to the additional specific terms that apply to the particular Services you use (“Specific Terms”). Specific Terms include, without limitation:

• On Premise Installed Software Terms of Service
• Hardware Terms of Service
• Payment Services Terms of Use

These General Terms, your Order Form and the Specific Terms related to the Services you use (collectively, the “Agreement”) form your legal contract with us (including, where applicable, Quilt, LLC) for such Services. Please read these General Terms and the applicable Specific Terms carefully so that you understand the legal commitments you are making. 

By signing an Order Form, accessing or using any of the Services through any means or otherwise accepting the Agreement, you expressly acknowledge and agree that (i) you have reviewed, understand, accept and agree to be legal bound by all parts of the Agreement; (ii) you represent and warrant that you have the capacity and authority to agree to the Agreement; and (iii) if you are using our Services or otherwise accepting the Agreement on behalf of a business, that you represent and warrant that you have the authority to make purchase decisions on behalf of, act for, and bind the business and that such business accepts and agrees to be bound by the Agreement. 

IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS IN THE AGREEMENT, YOU SHOULD NOT SUBSCRIBE TO OR USE OUR SERVICES.

1.  Definitions 
The meanings of all defined terms in these General Terms including, without limitation, the meanings for “you” and “us” shall apply in all the additional documents comprising the Agreement unless otherwise noted therein. Where not defined in the text, capitalized terms have the following meanings. Wherever the singular term is used, it shall include the plural and vice versa:

“Order Form(s)” means a quote, invoice or proposal, and any amendments thereto, evidencing the Services being purchased by you and the applicable Fees and Taxes. Each such Order Form is incorporated herein by reference. 

“Payment Services” has the meaning set forth in the Payment Services Terms of Use. 

“PSP Platform” means a point of sale, e-commerce, and back office management software product and payment processing products platform made available by or through us for use by you.

“Services” means our online software services offered through our websites (the “Websites”), the PSP Platform, any mobile applications we may offer (the “Apps”) or cloud based solutions and any other services or products (including, without limitation, the provisioning of hardware; our implementation, installation and integration services; hosted/SaaS software services; professional services; on premise installed software; and Payment Services) provided or offered by us to you. For licensed software, please see our Software Terms of Service of policy above, which inherits these General Terms and Conditions unless otherwise documented.

“Site” means any Website or any App.  

“Software Services Provider” means Quilt Software LLC, and all wholly owned subsidiaries such as POS Nation and Rain Retail. 

"Taxes” means all applicable excise, sales, use, value-added, goods and services, and regulatory taxes and tariffs, and any other taxes (other than taxes on our income), fees, duties, assessments or charges imposed by any government or other authority, including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing, assessed on Fees or on any Transaction and/or Merchant Products and Services. (The definitions for Transaction and Merchant Products and Services can be found in the Payments Services Terms.)

“Users” means you and your employees, representatives, consultants, contractors, or agents who you authorize to use the Services on your behalf.

“Your Content” means any intellectual property, data (including, without limitation, Your Data) or communications including, without limitation, any pictures, product ratings, reviews and feedback that are uploaded or provided by you or your Users via the Services or otherwise to us or any of our Sites.

“Your Data” means any electronic data or information submitted or provided by you or your Users through the use of the Services, including any data relating to your customers but excluding Analytical Data.  

2.  Purchased Services  

General

Subject to the terms and conditions of these General Terms, any applicable Specific Terms, and the payment of all applicable Fees and Taxes (as defined in Section 6), we shall provide you with the Services set forth on your Order Form. Your use of any additional Services will constitute your acceptance of the Specific Terms applicable to such Services. 

Services Availability and Support

Where applicable, but specifically excluding on premise installed software, we will (i) use commercially reasonable efforts to make the Services available 24/7 (24 hours a day, 7 days a week) during your agreed to term, except for: scheduled maintenance excluding emergency maintenance, availability or performance issues caused by factors outside of our reasonable control including from your or third party software, equipment or service related issues including but not limited to Internet connectivity, any actions or inactions of your users or any third parties, or from a Force Majeure Event (as defined below), (ii) provide you basic support during normal business hours for the Services and hardware at no additional charge, and/or upgraded support if purchased separately, and (ii) respond to inquiries sent to our support email address.  

3.  Grant of Access and Use; Ownership of Intellectual Property

Access Eligibility; Monitoring  

The Services are for commercial use only. Individual consumers are not eligible to obtain the Services. We reserve the right to monitor all network traffic to our Sites and with respect to use of the Services, and anyone accessing and of the Sites or Services consents to such monitoring. We reserve the right to block intrusions, unauthorized attempts to upload or change information, and actions which will cause damage to any of the Sites or Services.

Limited License to Use 

In your use of the Services, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services and all of our proprietary technology and documentation (including, without limitation, software, user interfaces, algorithms, and other tangible or intangible technical material and specifications describing the features, functionality or operation of the Services) made available by us in providing the Services to you (collectively, the “Licensed Program”) during the period for which you have paid to access the Services, unless your access has been sooner terminated by us pursuant to the Agreement. 

Your Responsibility for Your and Your Users’ Use of the Services 

You are responsible for all use of the Services by you and your Users. You will be liable for any breach of the Agreement by you or any of your Users.  

Use Restrictions 

Without limiting any other part of the Agreement, you shall not, and shall not permit any other party to, directly or indirectly: (i) copy, modify, duplicate, reproduce or create any work that is based on any portion of our Services and/or Licensed Program including, but not limited to, modification, revision, enhancement, expansion, compression, translation, compilation, collection, or any other form in which such preexisting works may be recast, adapted, or transformed (“Derivative Works”) from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our Services and/or Licensed Program in any form or media or by any means, (ii) use the Services or Licensed Program for any purposes other than your own internal business purposes, (iii) disclose, rent, lease, lend, sell, license, sublicense, assign, transfer, or otherwise make available the Services or the Licensed Program to any third party, (iv) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive, access or reconstruct or discover any source code, software component or underlying ideas used in or comprising the Services or Licensed Program, in whole or in part, (v) remove any disclaimer, copyright, trademark, proprietary rights, or other notice on or in the Services or the Licensed Program, (vi) permit any third party, other than your Users with appropriate access authority, to access or use the Services or Licensed Program without our consent, (vii) introduce or permit to be introduced into the Services or Licensed Program any virus, worm, Trojan horse, or other software routine, program, or mechanism that permits unauthorized access into, disables, partially or wholly erases, or otherwise adversely affects the Services or the systems on which the Services are hosted, (viii)  interfere with or disrupt servers or networks connected to the Services, or circumvent any security mechanism used by us, our Sites, servers, or networks connected to the Services, (ix) access, or assist others in the access of, any part of the Services or the Licensed Program to build a product or service which competes with the Services, or (x) use the Services or Licensed Program in any manner or for any purpose that infringes, misappropriates, or otherwise violates any of our or any other party’s intellectual property rights, or that violates any applicable law.  You will use reasonable efforts to prevent any unauthorized access to, or use of, our Services and Licensed Program and in the event of any such unauthorized access or use, you will promptly notify us. 

Updates 

Except as expressly described in the applicable Software Terms, any upgrades and other modifications we may create to improve the performance of the Services (“Updates”) may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. Additionally, Updates that may need to be installed by you may be required to use the Services and you agree to install any Updates provided to you. If you fail to install any Updates provided by us, access to the Services may not function.

Title to Intellectual Property 

You agree all right, title and interest in all intellectual property rights, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information source code, algorithms, concepts, techniques, methods, processes and technology used in or comprising the Services and the Licensed Program and any intellectual property created in the course of implementing and providing the Services or the Licensed Programs, whether by you or us, alone or jointly (collectively, the “Intellectual Property”) are owned by, and are vested in, us (or our applicable licensors/suppliers). You hereby assign to us any and all rights, interest, or title you may have in or to any of the Intellectual Property without any compensation to you or any other party. Additionally, notwithstanding any provision herein to the contrary, you agree we are free to use all suggestions, enhancement requests, feedback, recommendations, or other similar information provided by you or your Users (collectively, “Feedback”) as we see fit without any obligation to you or your Users and you hereby irrevocably assign to us all right, title and interest in and to such Feedback. Other than as expressly set forth in the Agreement, no license or other rights in the Intellectual Property are granted to you and all such rights are hereby expressly reserved by us.  The Intellectual Property does not include any of Your Data.  

4.  Your Obligations

General

You shall (i) provide us with all necessary cooperation in relation to the Services and the Agreement, (ii) provide us with all necessary access to such information as may be required by us to provide the Services, (iii) comply with all applicable laws and regulations with respect to your activities under the Agreement, (iv) use the Services in any acceptable use policy we may publish on our Sites and carry out your other responsibilities in the Agreement in a timely and efficient manner, (v) ensure that your network and systems comply with the relevant specifications provided by us from time to time, and (vi) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet 

Account

To use the Services, you must register for an account using the Services (an “Account”) and provide a Payment Method as set forth below. You agree to provide accurate, true, complete, and current information to us during the registration process and at all times throughout the duration of the Services. If any information you provide is inaccurate, untrue, incomplete, or out of date, we may reject your registration, terminate your right to use any of the Services, and take any other action we deem appropriate in our sole discretion including, without limitation, contacting law enforcement and/or applicable regulatory authorities. You will not permit anyone other than yourself or an authorized User to use your Account, and you will not transfer your Account or otherwise grant any third party any rights in your Account. If we ask you to provide us with any personally identifiable information, which could include, without limitation, your name, home address, or social security number in order to gain access to the Sites, Services or your Account, such information shall be subject to our Privacy Policy. 

Account Access Credentials

You are required to maintain and use secure usernames and passwords created by you and your authorized Users for the access and use of the Services. You are responsible for determining and assigning Users who will have authority to access and use the Services and for maintaining the confidentiality of all usernames, passwords and related information connected with your Account (collectively, “Access Credentials”). You shall ensure that Access Credentials cannot be accessed or used by unauthorized third parties, and you shall not permit anyone other than an authorized User to use Access Credential associated with such User. You are solely responsible for all activity that occurs within your Account, and for keeping your Access Credentials secure. We shall have no liability for any loss or damage arising from your failure to comply with these requirements. You shall be liable for losses or damage incurred by us where you and/or your Users intentionally or negligently reveal a username or password to a third party or where a username or password otherwise become known to an unauthorized party.  You shall notify us immediately if you learn of any unauthorized use of any Access Credentials or your Account and we may disable such access or use.  

5. Content and Data

Your Content and Your Data

You retain all right, title, and interest in and to Your Content and Your Data, subject to the rights granted to us in the Agreement.  You are solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and right to use Your Content and Your Data submitted to us through the Services, the Sites or otherwise as well as the consequences, ramifications, and results of sharing Your Content and Your Data with us. We are not under any obligation to review Your Content or Your Data and shall not be liable or responsible for the content, accuracy, or appropriateness of, or the right to use, Your Content or Your Data to perform the Services. You grant to us a worldwide, non-exclusive, royalty free, transferable, sub-licensable, perpetual, irrevocable right and license to access and use Your Content and Your Data (i) to provide the Services to you including, without limitation, to carry out direct marketing on your behalf if available through the Services, (ii) to use, publicly display, perform, distribute, modify, prepare Derivative Works of, adapt, abridge, publish,  exploit and promote Your Content throughout the world in any way and in any commercial or non-commercial medium or form without compensation, (iii) to share it with our affiliates and service providers for the purpose of  providing the Services, (iv) to  contact you for marketing purposes, or (v) as required by applicable law or by proper legal, governmental or regulatory authority. To the extent you or your Users provide any intellectual property to us, you represent and warrant (i) you are the creator and owner of the intellectual property or you possess the necessary permissions, licenses, consents and releases to share such intellectual property with us, and (ii) the intellectual property does not infringe, violate or misappropriate the rights of any third party including copyright, trademark, patent, trade secret, privacy right or any other intellectual property or proprietary right. You represent and warrant that Your Content and Your Data (i) does not and will not slander, defame, or libel any other person, (ii) does not contain any viruses, adware, spyware, worms, or other malicious code, and (iii) is free of any digital rights management, including any software designed to limit the number of times it may be copied or used. To the extent you or your Users provide individually identifiable information about any person in connection with the use of the Services, you are responsible for and warrant that you will obtain the necessary rights and consents under applicable law to disclose to us, and allow us to collect, use, retain, and disclose information that you provide to us which we are enabled to collect, including information using cookies or other similar means. You acknowledge that SMS message content is transmitted unencrypted and that eavesdropping of mobile phone communications, including SMS delivery, by third parties is possible.  In the event of any loss or damage to Your Content or Your Data, your sole and exclusive remedy will be for us to use reasonable commercial efforts to restore the lost or damaged content or data from the latest back-up of such content or data maintained by us. We will not be responsible for any loss, corruption, destruction, alteration or disclosure of Your Content or Your Data caused by us or any third party.

Analytical Content and Data

Notwithstanding any provision herein to the contrary, we shall own all rights in transactional, aggregated, and statistical content and data derived from the operation of the Services, including, without limitation, the number of records, the number of, content of and types of transactions, configurations, and reports processed using the Services, as well as the performance results of the Services (collectively, “Analytical Data”). Nothing in the Agreement shall be construed as prohibiting us from collecting, utilizing, transferring, or sharing Analytical Data for any purpose.

6.  Fees, Taxes, and Payment Method

Fees and Taxes

In consideration of the Services provided, you shall pay us those fees and other amounts itemized on any Order Form for the Services (collectively, “Fees”). The itemized Fees, as listed on the Order Form and related invoices do not include applicable Taxes. However, you are also responsible for paying all Taxes assessed on the Fees. Tax rate determination is primarily based on the location where your business is established. You confirm that we can rely on the business name and address you provide to us on your Order Form as being your business location and the place where Services will be supplied for tax purposes. We reserve the right to use available resources to validate whether your stated location is accurate. If we determine it is not accurate, we reserve the right to charge and collect any difference in Taxes due. All Fees and Taxes are non-refundable and are generally described as follows:

•    Subscription Fees. Fees for subscription Services are payable in advance on a recurring annual, monthly, or other basis as set forth in the applicable Order Form. No refund shall be issued for partial use or non-use of the subscription Services. However, if you cancel a subscription Service, you will continue to have access to that subscription Service for the remainder of the fully paid subscription period. 

•    Hardware Fees. Fees for hardware are payable in advance and in full prior to access to the Services for which the hardware is needed.

•    Fees for Professional Services.  Fees for implementation and installation Services are payable in advance unless otherwise indicated on the applicable Order Form. Fees for other professional services shall be payable as set forth in an applicable statement of work or separate Order Form.

•    Payment Services Fees.  Fees for Payment Services are set forth in the applicable Order Form.   

•    On Premise Installed Software Fees. Fees for on premise installed software are set forth in the applicable Order Form. 

•    Other Fees.  Any additional Fees or other similar charges as indicated on the applicable Order Form.

•    Taxes. The Taxes indicated on the applicable Order Form or as may be assessed by the applicable taxing authority.

If you are exempt from Taxes, you shall provide us with all appropriate tax exemption certificates and/or any other documentation as required by the applicable taxing authorities to substantiate such exemption status. We shall have the right to review and validate tax exemption documentation and status at our sole discretion. In the event appropriate documentation is not provided or we determine the documentation provided is insufficient or invalid, we reserve the right to charge applicable Taxes on the Services provided to you.

You agree not to make any deduction or withholding from the Fees or Taxes owed unless required by applicable law. If any such deduction or withholding is required, you will gross up your payment to us to ensure that we receive the amount due in full, free of any deductions or withholdings. Additionally, you will provide us with documentation showing that the withheld or deducted Taxes have been paid to the relevant taxing authority.

Except as may be set forth in your Order Form or any Specific Terms applicable to you, we reserve the right to change and/or add Fees by providing advance written notice in a commercially reasonable timeframe to you via email, through your Account or via invoice. Where advance payment is required for certain Services, we have no obligation to provide such Services if we have not received the required advance payment. We may suspend your access to some or all of the Services during any period in which Fees or other amounts owed to us by you under the Agreement remain past due and/or terminate the Agreement or Specific Terms thereof in accordance with Section 7. For clarity, the Agreement will continue to be applicable during any period of suspension, and Fees will continue to accrue during any suspension. Suspended Services may be restored at our sole discretion upon payment in full of past due amounts and applicable reconnection and any other applicable fees.

Payment Method

Our Services are conditioned on you providing us with a current, valid credit or debit card or ACH authorization either directly or by registering or linking 1 or more credit cards, debit cards or bank accounts to your Account (collectively, the “Payment Method”) and providing other customary billing information for the payment of our Fees and any other amounts you may owe us under the Agreement. Customary information may include credit or debit card or bank account number, your billing address, bank name and address, name on the account, account type, routing number, and other account information associated with your Payment Method. You agree and authorize us and any third party acting on our behalf including, without limitation, our third party payment processor to debit or charge your Payment Method for Fees, both one-time Fees and recurring Fees as set forth in your Order Form, and other amounts you owe to us, and/or to collect our Fees and other amounts you owe to us in any manner set forth herein, in an applicable

Order Form, or in applicable Specific Terms. Any recurring Fees will be debited from your bank account or charged to your credit card in the amount indicated in billing notifications sent to you. You agree no other prior notifications will be provided to you regarding recurring Fees. If the invoice due date falls on a weekend or holiday, you understand the payment may be executed on the next business day. Debits and charges will subsequently appear on your bank or credit card statement. You also authorize us to initiate credit and debit entries in order to make any adjustments for any transaction debited or credited in error. You agree to maintain sufficient funds in bank accounts and/or sufficient available credit on credit cards identified as the Payment Method to cover amounts owed to us. You agree to notify us of any changes in your Payment Method or termination of your authorizations herein at least 15 days prior to the next invoice due date. The authorizations established under these General Terms will apply to the new Payment Method. We may rely on any written instructions submitted by you requesting changes to the Payment Method. You understand that, if the information supplied as to any ABA routing number and account number for the Payment Method is incorrect, you bear all risk and liability for any debits or charges that are rejected and any credits that are incorrectly credited. Your authorizations, agreements, certifications and waivers in this Payment Method Section apply to any bank account, debit or credit card registered or linked to your Account initially or at a later date when you make or request a modification to the Payment Method. Regardless of the Payment Method provided, we reserve the right to also collect Fees and other amounts you owe to us by deduction from your transaction proceeds. You agree to execute any additional documentation as may be required from time to time for us to debit your bank account(s) and/or debit or charge your cards on the conditions described in these General Terms and/or any applicable Order Form or Specific Terms. By agreeing to these General Terms, you certify you have authority to grant the authorizations described in this Section and confirm the Payment Method registered or linked to your Account is a valid and legitimate account for the handling of the payments described herein. You further certify that you are an authorized user of the Payment Method and you are the only person required to authorize debits from bank accounts or charges to the credit cards registered or linked to your Account. You understand and agree your authorizations will remain in effect until either all of your payment obligations to us have been paid in full or you amend or cancel this authorization in writing. You understand these are electronic transactions and you will have limited time to report and dispute errors. You agree not to dispute any scheduled transactions so long as they correspond to the terms set forth in these General Terms. In the case a transaction is returned for non-sufficient funds (“NSF”), you understand that we may at our discretion attempt to process the charge again within 7 days, and you agree to an additional $35.00 charge for each returned NSF. The NSF charge will be initiated as a separate transaction from the authorized payment. You acknowledge that the origination of electronic transactions to a designated account must comply with the provisions of U.S. law. Our third party payment processor may charge additional fees for processing your Fees payment or for the processing of any other payment you owe to us. We reserve the right, and you hereby authorize us, to include such additional charges in your Fees or other payments owed. Be aware your Payment Method may be subject to additional terms, conditions and fees imposed on you by your applicable payment service provider. You are solely responsible for compliance with all such terms and conditions and liable for all such fees. We reserve the right to pursue all other legal and equitable remedies available to us to collect Fees and other amounts owed to us by you.

Automatic Renewal

Subscription Services will automatically renew as set forth in Section 7 at our then current prevailing rates without notice and are payable in accordance with this Section 6, unless a notice of non-renewal is sent pursuant to Section 7.  Payment Services will renew as set forth in the Payment Terms.

Past Due Payments

Past due payments will bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, and will be payable from the due date thereof until paid in full. You will be liable for all collection costs and expenses, including reasonable attorneys' fees, incurred by us to collect Fees. 

7.  Term and Termination 

Term and Termination of Agreement

The Agreement shall remain in effect until all the Services under any applicable Order Forms have expired or are terminated. A subscription Service shall be for the term set forth in an applicable Order Form and will automatically renew without notice for successive terms equal in duration to the term in such Order Form except that a party may terminate such Services by providing at least 30 days written notice prior to the end of the then current term for such Services unless otherwise indicated on the applicable Order Form.  Termination of subscription Services for non-renewal shall be effective upon the expiration of the then current term for such Services. The term for non-subscription Services shall be as set forth in the applicable Order Form or as may be set forth in any applicable Specific Terms referenced in the Order Form.

Termination of Access to Services

In addition to any termination rights set forth above and except with respect to the Payment Services, your right to access the other Services may be terminated earlier in whole or in part without liability to the terminating party as follows:  (i) by us upon 15 days written notice for your failure to timely pay any Fees, (ii) by either party upon 30 days written notice in the event the other party materially breaches the Agreement and such breach is not cured within said 30 day period, or (iii) by either party immediately with written notice upon the institution of any insolvency, bankruptcy or similar proceeding by or against the other party including an assignment for the benefit of creditors, the appointment of a receiver over assets, an attachment of assets lasting more than 30 days, or the other party ceases to conduct its business operations in the ordinary course of business. When your rights to all Services have been terminated, the Agreement will also be deemed terminated. We may suspend your access to the Services in whole or in part at any time following breach of the Agreement by you prior to termination. 

Effect of Termination, Data Portability and Deletion

Upon termination of the Agreement for any reason, your right to access the Services, and our obligations, immediately cease except with respect to provisions that survive termination.  Termination of the Agreement or any Specific Terms shall not relieve you of your obligation to pay all Fees owing under any applicable Order Form or any other part of the Agreement for any period prior to the effective date of termination. If your right to any of the Services is terminated by us due to your failure to time pay Fees or any other uncured material breach by you (as described in (i) and (ii) in the Termination of Access to Services paragraph above), you will pay us any unpaid Fees covering the remainder of the contract period as indicated on the applicable Order Form, except as otherwise stated in any applicable Specific Terms. Upon request by you in writing to us as provided in the Notice section below within 5 calendar days of termination or expiration of the Agreement, we will make Your Data (except any data related to the Payment Services) available to you as part of the Services upon payment of our then applicable rates. After such 5 calendar day period, we will have no obligation to maintain or provide Your Data and may thereafter delete or destroy all copies of Your Data in our systems, unless legally prohibited. All provisions that by their nature should survive termination or expiration of the Agreement in order to achieve their purposes, including, without limitation, the parties’ rights and obligations under Sections 4 (with respect to your responsibility for your and your Users’ use of the Services, use restrictions, and title to Intellectual Property), 5, 6, 7 (with respect to the effect of termination, data portability and deletion), 8, 9, 10, 11, 12, 13, 14 and 15, as well as the definitions in these General Terms shall survive termination and remain binding on and for the benefit of the parties.

8.  Warranty Disclaimers

For purposes of Sections 8 and 9 herein and for purposes of any disclaimers and limitation of liability in any Specific Terms entered into by you, references to “we” or “our” shall include our processors, suppliers and licensors and our and each of their respective affiliates, subsidiaries, owners, directors, employees and representatives.

Services Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, THE PAYMENT SERVICES AND HARDWARE YOU PURCHASE FROM US. YOU ACKNOWLEDGE THAT OUR SOLE OBLIGATION IS TO PROVIDE THE SERVICES IN ACCORDANCE WITH SECTION 3. THE SERVICES ARE PROVIDED AND ACCEPTED BY YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, COVENANTS AND CONDITIONS OF ANY KIND WHATSOEVER. ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE ABSENCE OF HIDDEN OR LATENT DEFECTS, TITLE OR NON-INFRINGEMENT ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE ALSO SPECIFICALLY EXCLUDED AND DISCLAIMED. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE ERROR FREE, SECURE OR WITHOUT DEFECT, WILL BE ACCURATE, RELIABLE OR CORRECT, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, WILL BE VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS, OR THAT ALL FAILURES OF THE SERVICES WILL BE CORRECTED. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF ANY OF OUR SITES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE OR TELECOMMUNICATIONS PROVIDERS, AND FOR ANY OTHER SIMILAR REASON.

Third Party Products and Services Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PROPRIETARY SOFTWARE, HARDWARE OR OTHER PRODUCTS OR SERVICES OF A THIRD PARTY PURCHASED OR USED BY YOU IN CONNECTION WITH THE SERVICES, INCLUDING ANY SPECIFIC SERVICES, AND WE EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE ABSENCE OF HIDDEN OR LATENT DEFECTS, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THIRD PARTY PRODUCTS AND SERVICES.  YOUR PURCHASE AND/OR USE OF ALL SUCH THIRD PARTY SOFTWARE, HARDWARE AND OTHER PRODUCTS AND SERVICES, REGARDLESS OF WHETHER FACILITATED OR PROVIDED BY OR THROUGH US, IS ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OF ANY KIND FROM US.

9.  Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU, ANY USERS, CUSTOMERS (AS DEFINED IN THE PAYMENT SERVICES TERMS) OR ANY OTHER THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF ACTUAL OR ANTICIPATED PROFIT, LOSS OR CORRUPTION OF YOUR DATA, YOUR CONTENT, OR ANY OTHER DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR REPUTATION, INJURY, DEATH OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT OR THE USE OF, UNAVAILABILITY OF OR INABILITY TO USE ANY OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY PAYMENT SERVICES AND HARDWARE YOU PURCHASE FROM US), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THE AGREEMENT (INCLUDING IN RELATION TO THE SEPARATE SPECIFIC TERMS) TO YOU OR A THIRD PARTY, FROM ANY CAUSE OF ACTION WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE LESSER OF (i) $5,000 OR (ii) THE AMOUNTS PAID TO US BY YOU FOR THE SERVICES HEREUNDER IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE LIABILITY. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE AGREEMENT BY US.  UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM HACKING OR OTHER UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN, ANY PAYMENT DETAILS, PAYMENT CARDS, SETTLEMENT ACCOUNTS OR OTHER BANK ACCOUNT INFORMATION OBTAINED BY US IN RELATION TO YOUR USE OF THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

10.  Third Party Hardware and Other Third Party Products and Services

With the exception of hardware you purchase from us, all third party products and services used or purchased by you in connection with any of the Services are made available solely subject to the terms and warranty provided by the manufacturer. The manufacturer is solely responsible for all service and support of its services and products, and you will be required to contact the manufacturer directly for any warranty concerns, service and support. Terms related to any products or services you purchase from us are set forth in these General Terms or any applicable Specific Terms including, without limitation, our Hardware Terms of Service. We do not guarantee that hardware you purchase from any third party will work with the Services except where such third party and the specific hardware is recommended by us. Any discounts, rebates or special programs with respect to hardware, if offered by us at our sole discretion, shall be set forth on the Order Form. We have no obligation to offer any such special programs.

11. Indemnification

You agree to indemnify, defend and hold us, our parent, subsidiaries, affiliates, officers, managers, directors, shareholders, members, employees, agents and representatives  harmless from any and all claims, damages, losses, judgments, penalties and expenses including, without limitation, collection and attorneys’ fees, arising out of or in connection with (i) any misrepresentation by you, (ii) your or your employees’, agents’, representatives’ or Users’ (collectively, “Your Representatives”) use or misuse of the Services or negligence or willful misconduct, (iii) Your Representatives’ acts or omissions in connection with the Services, your business operations, or your products or services, (iv) your or Your Representatives’ violation of the rights of any third party including, without limitation, intellectual property rights or privacy rights, (v) any actual or alleged breach of your representations, warranties or obligations set forth in these General Terms or any appliable Specific Terms, (vi) your violation of any applicable law, rule or regulation, (vii) any claim by your customers in connection with the Services, your business operations or your products or services, and (viii) any third party’s access to your Account or the Services using your Account Credentials. 

12.  Mutual Confidentiality

Each party shall have access to information that is confidential to the other party (“Confidential Information”) including but not limited to with respect to us, the Services and Licensed Program, and any other information which is not otherwise readily available in the public domain and specifically including our Intellectual Property. The parties agree (i) not to make each other’s Confidential Information available to any third party except on a need to know basis in order to perform its obligations under the Agreement and then, only after the recipient has executed an agreement that protects such Confidential Information with confidentiality provisions at least as restrictive as those contained in the Agreement, (ii) not to use, publish, duplicate, exploit or dispose of each other’s Confidential Information without the other party’s prior written consent except to perform the duties under this Agreement, (iii) to hold each other’s Confidential Information in confidence during the term of the Agreement and thereafter, (iv) to protect the other’s Confidential Information using the same standard of care as it uses to protect its own confidential information, but in no event less than a commercially reasonable standard of care, and (v) no adequate remedy at law exists for breach of this Section and any such breach would cause irreparable harm to the non-breaching party who shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it has at law or otherwise. Either party may make such disclosures as may be necessary by reason of legal, accounting, or regulatory requirements beyond either party’s reasonable control provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure. Confidential Information shall not include information that (i) is in the public domain through no act or omission of the other party, (ii) was in the other party’s lawful possession prior to the disclosure without breach of any obligation of confidentiality, (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure, (iv) is independently developed by the other party without any reference to or reliance on the other party’s Confidential Information or (v) is Aggregated Data.

13.  Notices

All notices to us shall be deemed to have been duly given if in writing and either: mailed by certified mail, return receipt requested or by overnight delivery by a reputable, national overnight delivery service, to our current principal place of business, or sent by email to us with electronic confirmation of delivery, at: 

By mail:     

135 W 50th St
2nd Floor, Suite 200
New York, NY 10020

By email:   

 notifications@quiltsoftware.com

All notices required to be given to you by us shall be in writing and sent to your primary e-mail address on file with us and shall be deemed to duly given upon electronic confirmation of delivery or may be posted to your Account. You are responsible to provide us with any changes to your e-mail address. 

14.  Force Majeure Event

If our performance of any obligation under the Agreement is prevented, restricted or interfered with by causes including failure or malfunction of your equipment, disruptions of Internet protocol (“IP”) service through intermediate carriers other than us, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, pandemics, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority (each a “Force Majeure Event”), then we shall be excused from such performance on a day-to-day basis during such restriction or interference.

15.  General Provisions

Privacy.  Our Privacy Policy specifies how we collect, store, use and share your and your Users’ personal information. 

Identity Authentication. You authorize us to make any inquiries necessary to verify your identity should we choose to do so. This may include asking you for additional information, obtaining your tax identification number, verifying your email address, ordering a credit report, and/or verifying your information through third party databases or other sources.

Entire Agreement.  The Agreement and any other document made a part of the Agreement represents the entire agreement between you and us with respect to the Services and its terms supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Services or any other subject matter covered by the Agreement. In the event of any conflict between the terms of the Agreement and the terms of any other materials related to the Services, the terms of the Agreement shall prevail. Nothing in the Agreement, express or implied, is intended to confer upon any party other than the parties hereto (and their respective successors, legal representatives and permitted assigns) any rights, remedies, liabilities, or obligations under or by reason of the Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order Form, (ii) the applicable Specific Terms, and then (iii) the General Terms.

Assignment.  The Agreement may not be assigned by you without our prior written consent which may be withheld at our sole discretion. The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

Amendment. Except as set forth in these General Terms or any applicable Specific Terms, we reserve the right, in our sole discretion, to modify or change the Services and/or the Agreement or any part thereof at any time without prior notice to you. We may amend these General Terms or any Specific Terms by posting a revised version on the Website, which will be effective as of the time of posting. You are responsible for reviewing the General Terms and any applicable Specific Terms on a regular basis. Your access to and use of any of the Services following the posting of an amendment constitutes your consent to such amendments. 

No Waiver. No waiver of any provision in the Agreement will constitute a further or continuing waiver of such provision or any other term. The failure of either party to enforce any provision of the Agreement shall not constitute the waiver of such provision.

Severability. The provisions of the Agreement are severable, and any provision determined to be void or unenforceable shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of the Agreement and such invalid provision shall be replaced with an enforceable provision which achieves to the greatest extent possible the parties’ original intent.

Remedies.  The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other remedies available at law or in equity.

Governing Law and Venue.  The Agreement and dispute resolution for all claims and controversies arising out of the Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of law principles. Resolution of all Disputes (as defined below) is limited to the exclusive jurisdiction and venue of the state and federal courts located within New Castle County, Delaware. Each party hereby consents to personal jurisdiction in such county and waives any objections with respect to such jurisdiction and venue.

Dispute Resolution by Negotiation in Advance of Suit.  The parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement or any breach of the Agreement (“Dispute”) promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of the Agreement. Any party may give the other party written notice of any Dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (i) your name and Account number, (ii) a detailed statement of each party's position and a summary of arguments supporting that position, (iii) the specific relief sought, including the amount of money or other relief demanded and a calculation for such demand(s), and (iv) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 60 days after delivery of the notice, the executives of both parties shall meet virtually at a mutually acceptable time. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above ("First Meeting"). Such closure shall not preclude continuing or later negotiations, if desired and agreed to by both parties. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall either side initiate litigation related to the Agreement except to pursue injunctive relief that is authorized by law. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of this Section for advance negotiations. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified above for advance negotiations are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

Time Limitation to Initiate a Dispute.  You must initiate a formal action regarding a Dispute in the state or federal courts located within New Castle County, Delaware within 1 year after the cause of action arises.  

Jury Trial and Class Action Waiver.  YOU AND WE EACH WAIVE OUR RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE AGREEMENT OR THE SUBJECT MATTER OF ANY PART THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE AGREEMENT INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. FURTHER, YOU AGREE THAT ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASSWIDE OR REPRESENTATIVE BASIS. YOU HEREBY WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY DISPUTE ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. YOU WARRANT AND REPRESENT THAT YOU HAVE REVIEWED THE WAIVERS IN THIS SECTION WITH YOUR LEGAL COUNSEL, AND THAT YOU KNOWINGLY AND VOLUNTARILY WAIVE YOUR JURY TRIAL RIGHTS AND ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY DISPUTE ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

Publicity.  You hereby authorize and permit us to use your name in our promotional materials naming you as a user of our Services.

Independent Contractor.   We are an independent contractor. The Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. The Services provided hereunder are not a “work for hire” and we reserve all of our rights with respect to the Services and Intellectual Property.

Headings. The headings in these General Terms and any Specific Terms are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Electronic Signing and Communications. You agree that our agreements (including, without limitation, the Agreement), notices and communications may be delivered to you electronically, meaning they may be delivered by electronic means including, without limitation, email, posts to our Sites, or messages to your Account or mobile device per our E-Sign Consent. You will need a computer (or mobile device) web browser and printer to access and print such electronic communications. Any electronic communication will be considered received by you when we post it to our Sites or electronically transmit it to you by any other electronic means. Any communication sent to you by regular mail will be considered received by you 3 calendar days after being sent. If you withdraw your consent to receive electronic communications from us, we reserve the right to prohibit your access to the Services and the Sites.

English Language.  It is the express will of the parties that the Agreement and all related documents, including notices and other communications, be drawn up in the English language only. This confirmation shall be deemed to apply to all forms, documents, terms and agreements that comprise the Agreement, regardless of whether it is expressly repeated therein. Il est de la volonté expresse des parties que le Contrat et tous les documents connexes, y compris les avis et autres communications, soient rédigés en anglais seulement. Cette confirmation est réputée s'appliquer à tous les formulaires, documents, conditions et accords qui composent le Contrat, qu'ils y soient ou non expressément répétés.