Last updated: May 15, 2024

Quilt Terms of Service Agreement

Welcome to Quilt! This Quilt Terms of Service Agreement (this “Agreement”) constitutes a legal agreement between you and Quilt Systems, Inc., a Delaware corporation (“Quilt,” “we,” “us,” and/or “our”) governing your use of the Quilt Solution and the Services. As used in this Agreement, the words “you” and “your” refer to you, the user of Quilt’s website and/or services, as the party agreeing to this Agreement, including Owners and Authorized Users (each as defined below in Section 4.3).

Key Definitions

“Application” means Quilt’s iOS and Android mobile applications that enables you to control and manage the Quilt Product, such as the ability to control the temperature and settings for the Quilt Product remotely, and to track historical activity and changes to the Quilt Product. 

“Dial” means Quilt’s hardware thermostat device for temperature sensing and control of the Quilt Heat Pump System.

“Documentation” means the installation and servicing instructions, operating instructions, operating manuals, and any other documentation for the Quilt Solution that are provided to you or otherwise made available by Quilt.

“Labor Services” means any installation, repair, or replacement labor services performed by Quilt for the Quilt Product.

“Quilt Heat Pump System” means Quilt’s heat pump system, comprised of the units containing compressors placed outside (“Outdoor Units”), the indoor handling units (“Indoor Units”), the Quilt Sense smart module containing compute and radar sensing, and the connective piping between the Outdoor Units and Indoor Units. 

“Quilt Account” means a user account for the Application or Website. 

“Quilt Product” means the Quilt Heat Pump System and Dial, collectively. 

“Quilt Software” means the software that is embedded in the Quilt Product. 

“Quilt Solution” means, collectively, the Quilt Product, Quilt Software, Documentation, and the Application.

“Services” means, collectively, the Website, customer support, and any other services provided in connection with the Website, customer support, or use of the Quilt Solution, but excluding (a) any Labor Services, and (b) any Third-Party Offerings. 

“Third-Party Offerings” means, collectively, the Third-Party Services, External Websites (as defined in Section 7.3), Third-Party Integrations (as defined in Section 7.2), and Third-Party Smart Products (as defined in Section 7.5).

“Third-Party Services” means any third party services, products, applications, and/or goods that you elect to obtain, or that you otherwise use in connection with the Services or Quilt Solution.

“Website” includes all websites we operate that link to this Agreement, including www.quilt.com.

NOTICE OF AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT DISPUTES YOU HAVE AGAINST QUILT TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST QUILT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 13 FOR ADDITIONAL INFORMATION.

NOTICE OF WARRANTY & LIABILITY DISCLAIMERS

PLEASE BE ADVISED THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, QUILT DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THIS AGREEMENT LIMITS OUR LIABILITY TO YOU AS SET FORTH IN SECTION 11.

AUTOMATIC SOFTWARE UPDATES

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE APPLICATION AND QUILT SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE QUILT SOLUTION.

ACCEPTANCE OF THIS AGREEMENT. IMPORTANT -- PLEASE READ THIS AGREEMENT CAREFULLY. 

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS BETWEEN YOU AND QUILT GOVERNING YOUR ACCESS AND USE OF THE QUILT SOLUTION AND THE SERVICES. BY ACCEPTING THIS AGREEMENT THROUGH THE WEBSITE OR APPLICATION, OR BY ACCESSING OR USING THE SERVICES OR THE QUILT SOLUTION IN ANY MANNER, INCLUDING VISITING OR BROWSING THE WEBSITE AND/OR CREATING A QUILT ACCOUNT): (1) YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT; (2) YOU AFFIRM, REPRESENT AND WARRANT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1.2 OF THIS AGREEMENT AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT; AND (3) YOU ACKNOWLEDGE AND AGREE YOU ARE ENTERING INTO THIS AGREEMENT WITH QUILT. YOU MAY NOT ACCESS OR USE THE QUILT SOLUTION OR THE SERVICES (OR ANY PART THEREOF) OR CREATE A QUILT ACCOUNT IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.

1. Overview, Eligibility, and Customer Service.

  1. Overview and Relation to Other Agreements. This Agreement governs your use of the Services and the Quilt Solution.  Additional terms and conditions, guidelines, operating rules, policies, and procedures, or agreements may also apply to your use of the Quilt Solution or Services, or when using particular features, services, or materials through or in connection with the Quilt Solution and/or Services, including, but not limited to, the following (collectively, the “Additional Terms”):
    1. Your warranties for (i) the Quilt Product, and (ii) any Labor Services for the Quilt Product are governed by the limited warranty provided with the Quilt Product at the time of purchase (“Quilt Limited Warranty”);
    2. the Labor Services, the Quilt Product, and the purchase thereof, are further governed by the purchase agreement for the Quilt Product (“Purchase Agreement”); and
    3. our Privacy Notice (“Privacy Notice”).
      1. Additional Terms will be posted or made available to you in connection with the applicable Quilt Solution and/or Services (or features thereof), and are incorporated by reference into this Agreement.  You acknowledge that you are agreeing to accept and abide by the Additional Terms by using the applicable Services and/or the Quilt Solution. In the event the provisions of any Additional Terms conflict with this Agreement, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
  2. Eligibility. To use the Services and the Quilt Solution you must meet the following eligibility requirements:
    1. You must be at least 18 years old or the applicable age of majority in your jurisdiction;
    2. You must not be a competitor of Quilt or otherwise access and/or use the Quilt Solution or Services (or any part thereof) for the purpose of developing competitive products or services; 
    3. You must be and remain in compliance with this Agreement and all applicable local, state/provincial, national and international laws, rules and regulations; and
    4. You must not have been previously removed, terminated and/or suspended from accessing and/or using the Services.

      Any use or access to the Services or Quilt Solution by individuals under the age of 18 (or the equivalent age of majority in the jurisdiction where you reside) is strictly prohibited and is a violation of this Agreement. 
       
  3. Customer Service. If you have any questions or concerns regarding the Quilt Solution, the Services, or this Agreement, please contact Quilt at [email protected]. You understand and agree that customer service and any customer support offered by Quilt is not a 911 or emergency service provider or dispatch center or a lifesaving solution for people at risk in their home or otherwise. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER SUPPORT OFFERED BY QUILT WITH ANY LIFE OR SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR THE APPROPRIATE EMERGENCY RESPONSE SERVICE.

2. Modifications to this Agreement.

Quilt reserves the right to update and modify this Agreement (excluding the terms of the executed Purchase Agreement) at any time. Except as otherwise stated in this Section 2, all updates and modifications to this Agreement will be effective from the day they are posted on the Website (available at www.quilt.com/terms-of-service), as indicated by the “Last Updated” date set forth above. If we make any material changes to this Agreement, we will provide you reasonable prior notice of these changes by posting a prominent notice on the Website and/or through the Application (including, via push notifications), and if we have an email address on file for you, we may notify you of these changes by sending a notification to the applicable email address. Material changes to this Agreement will become effective on the date set forth in the notice. It is your responsibility to regularly visit and review this Agreement. If you do not agree to any updates or modifications to this Agreement, do not use or access the Quilt Solution and Services and terminate your Quilt Account (if applicable). Your continued use of the Quilt Solution or Services (or any part thereof) after the applicable effective date of the revised Agreement (set forth above) is your acknowledgement and agreement to be bound by the revised Agreement.

3. User Data, Privacy, and Security

  1. User Data. To the extent you post, transmit, submit, upload, and/or otherwise provide any messages, photos, video, audio, images, data, information, text and/or any other content or materials in connection with the use of the Services and/or Quilt Solution, including but not limited to any content, data, or information you authorize to share with us, or otherwise provide to us, including through any Business Partners, Third-Party Integrations (each as defined in Section 7.2 below), and/or any other providers of Third-Party Offerings (the foregoing, collectively, “User Data”), you grant Quilt a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify, and distribute your User Data, in whole or in part, (1) in connection with your use of the Quilt Solution or Services, (2) as reasonably necessary to provide the Quilt Solution or Services to you, (3) if you elect to obtain Third-Party Services from a Business Partner, as reasonably necessary to facilitate your receipt of Third Party Services from such Business Partner, and (4) as otherwise permitted in this Agreement and our Privacy Notice.
  2. Ownership; Responsibility for User Data. Subject to the licenses you grant us in this Agreement, as between Quilt and you, you will retain ownership of User Data; provided that, notwithstanding the foregoing, you acknowledge and agree Quilt may use and exploit any aggregated, non-personally identifiable data or information collected or obtained from your use of the Quilt Solution and/or Services for any purpose. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data and the consequences of transmitting and/or providing any User Data in connection with your use of the Quilt Solution and Services. You represent and warrant (a) you have all the rights necessary to grant Quilt the licenses to your User Data, (b) you will not upload or provide any User Data that contains any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers), and (c) you have obtained all permissions and/or approvals as may be necessary or required to transmit User Data, or any personally identifiable information therein, in connection with the use of the Quilt Solution and/or Services.
  3. Privacy. If you provide us User Data (including any personally identifiable information contained therein) in connection with your access and/or use of the Quilt Solution and/or Services, you acknowledge and agree to the processing and use of such User Data (including any personally identifiable information contained therein) by Quilt in accordance with this Agreement and as set forth in our Privacy Notice, or as required by law.
  4. Security. Quilt cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, Quilt cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

4. Accounts; communications

  1. Accounts. To access and use certain features of the Quilt Solution or Services you may need to create and register a Quilt Account. In registering a Quilt Account, you agree to provide and maintain information that is true, accurate, current, up to date, and complete. You agree you will not (a) create a Quilt Account using a false identity or information, or (b) create a Quilt Account or use the Offerings if you have been previously removed, suspended, or banned by us from use of the Services, or any part thereof. To create a Quilt Account, you must provide us with certain information, as prompted by the applicable registration form, including an email address that you control. Quilt reserves the right to limit the number of Quilt Accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Quilt Account.
  2. Account Security. You understand and agree you are solely responsible for maintaining the confidentiality of and protecting your login and password to your Quilt Account. You are solely responsible for any activity originating from your Quilt Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your Quilt Account.
  3. Authorized Users. The individual who creates an Account is the “Owner” of that Quilt Account and is the Owner of the Quilt Solution associated with that Quilt Account. Individuals who are authorized to access an Owner’s Quilt Solution and Services are “Authorized Users”. Authorized Users may have the ability to use the Services and monitor and control the Quilt Solution (e.g., an Authorized User can change your temperature controls on the Dial or via the Application). Authorized Users may also have the ability to view information (including personal information) and content across all of an Owner’s Services and the Quilt Solution (e.g., an Authorized User will receive mobile notifications from the Application and may view your historical energy consumption and activity). Authorized Users are responsible for their own actions in connection with the Quilt Solution and Services, but the Owner also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner’s Quilt Solution, Services, and Quilt Account. If you are an Owner who invites or enables an Authorized User to access or use the Quilt Solution, Services, and/or your Quilt Account, you acknowledge and agree that said Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use your Quilt Solution and Services set out above. As such, if you are an Owner, you should only authorize those individuals whom you trust to access your Quilt Account, Quilt Solution, and Services.
  4. Electronic Communications. By using the Quilt Solution and Services, you consent to receiving electronic communications from Quilt, including communications sent via email, texts, or notifications posted on our Website and/or through the Application (including, via push notifications). These electronic communications may include notices about applicable fees and charges, transactional information, service communications (e.g., scheduling service visits), promotional or marketing-related messages, and other information concerning or related to your use of the Quilt Solution or Services. These electronic communications are part of your relationship with Quilt, and you receive them as part of your purchase. To stop receiving, or opt-out of, promotional email communications from Quilt, click on the “unsubscribe” link or follow the relevant opt-out instructions within the marketing communication. To stop receiving push notifications from the Application, you can turn them off at any time by going to your mobile device settings and changing your notification preferences, or by changing your settings within the Application. Please note that opting out of receiving push notifications may impact your use of the Application. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  5. SMS Communications. By providing Quilt with a telephone number for a cellular phone or other wireless device, you agree to receive autodialed and pre-recorded, service-related text messages from or on behalf of Quilt at the phone number provided. You may further consent to receiving autodialed and pre-recorded text messages from or on behalf of Quilt at the number provided for marketing or promotional purposes. Consent to marketing-related messages is not a condition of using the Quilt Solution or Services. To stop receiving marketing-related messages, you can opt out at any time by responding with the opt-out notice indicated in the SMS communication. Standard message and data rates may apply to both non-marketing and marketing-related messages.
  6. You represent and warrant the telephone number you have provided to us is your contact number and not someone else’s, and you are permitted to receive text messages at the telephone number you have provided to us. Carriers are not liable for delayed or undelivered messages. You agree to alert us promptly whenever you stop using a telephone number. We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice or liability to you.

5. Access and Use of the Services

  1. Right to Access the Quilt Software and Applications. Subject to your compliance with this Agreement, Quilt grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to (a) install and use the Applications solely on your own handheld mobile device (e.g., iPhone, iPad or Android smartphone) and solely to monitor and control the Quilt Product you own or are authorized to control and monitor by the Owner, (b) execute the Quilt Software, in executable object code form only, solely to the extent and as embedded in the Quilt Product that you own or control and solely for use in conjunction with the Quilt Product; in each case, in accordance with this Agreement, any Additional Terms, and the applicable Documentation and solely for your personal, non-commercial use.  The Quilt Software is deemed irrevocably accepted upon your use of the Quilt Software or Quilt Product. Quilt will have no responsibility to provide maintenance or support services with respect to the Quilt Software.
  2. Right to Access the Website. Subject to your compliance with this Agreement, you are permitted, on a non-exclusive, non-transferable, non-sublicensable, and revocable basis, a limited right to access and browse the Website, solely for your personal, non-commercial use, and otherwise in accordance with this Agreement..
  3. Automatic Software Updates. Quilt may, from time to time, develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Application and/or the Quilt Software (“Updates”). These may be automatically installed without providing you with any additional notice or receiving any additional consent from you. You hereby consent to this automatic update. If you do not wish to receive such Updates, your sole and exclusive remedy is to terminate your Account and to stop using the Quilt Solution. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Quilt Solution, and you agree to promptly install any Updates that Quilt provides. Your continued use of the Quilt Solution is your agreement to receive automatic Updates to the Application and Quilt Software and your agreement to the terms of this Agreement.
  4. Open Source Software. Certain items of independent, third-party code may be included in the Services that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. 
  5. Prohibited Uses. The Quilt Software and any underlying code are our trade secrets and confidential information and you will not, and will not permit any other person to, disclose them to any third party. In addition, by using the Quilt Solution and/or Services (or any part thereof), you agree you will not, and will not permit any other person to: 
    1. modify, adapt, translate, copy, or create derivative works based on the Services or Quilt Solution (or any part thereof), or any related documentation; 
    2. reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure, or organization) of the Services or Quilt Solution, except as expressly permitted by applicable law; 
    3. distribute, license, timeshare, sublicense, assign, transfer, sell, or otherwise make available to any third party the Services or Quilt Solution, or any related documentation;
    4. remove, alter, or obscure in any way any warning or safety labels or proprietary rights notices (including copyright notices) of Quilt or its suppliers or service providers on or within the Services or Quilt Solution, or related documentation; 
    5. use the Services or Application to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; 
    6. interfere with or disrupt the integrity or performance of the Services (or any part thereof), Application, or Quilt Software, or any system, network, or data; 
    7. attempt to gain unauthorized access to the Services or the Quilt Solution (or any part thereof), or its related systems or networks, including, without limitation, bypassing any “captcha” requirements or similar precautions; 
    8. frame or utilize framing techniques to enclose the Services or any portion thereof; 
    9. use any meta tags, "hidden text", queries, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license, or download the Services or Application, or any content (except caching or as necessary to view the Website), or the personal information of others without our prior written permission or authorization; 
    10. create a Quilt Account using a false identity or information, or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; 
    11. operate to defraud Quilt, other users, our partners, or any other person, or provide false, inaccurate, or misleading information; 
    12. use the Services or Quilt Solution in violation of any applicable local, state, national or international law, including, without limitation, any and all applicable export laws; 
    13. share login information, passwords, or other Quilt Account credentials with any third party; 
    14. use or access the Services or Quilt Solution to develop a competitive service or product;
    15. use the Quilt Software for any purpose other than as permitted in Section 5.1; 
    16. use any portion of the Application on any device or computer other than those that you own or control, or the Quilt Software on any product, equipment or device other than the Quilt Product in which the Quilt Software is embedded; or 
    17. upload, transmit, or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, the Quilt Solution, the Quilt Software, Application, or any other system, device or property. You may not release the results of any performance or functional evaluation of any of the Quilt Solution or Services to any third party without prior written approval of Quilt for each such release.
  6. Quilt Proprietary Rights. Subject to your rights in and to User Data, you acknowledge that as between you and Quilt, Quilt and its licensors own all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in the Quilt Solution and Services, and any and all content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available by Quilt through the Services (collectively, “Content”), and any and all modifications, enhancements and updates to any of the foregoing. Your possession, access to, and use of the Quilt Solution and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. The Services are licensed to you, not sold, under this Agreement. All Quilt trademarks and branding are strictly owned by Quilt, and nothing in this Agreement will be construed to transfer ownership rights or grant any permission, license, or other rights to any Quilt trademark or branding without written authorization from Quilt. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through the Services may be the trademarks of their respective owners. Quilt reserves all rights and licenses not expressly granted to you in this Agreement, and no implied license is granted by Quilt. The Services and the Quilt Solution (and their underlying technology) are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
  7. You may only copy parts of the Website and Application onto your own computer for your own personal use. You may not use the content of the Website or Application in any other public or commercial way, nor may you copy or incorporate any of the content of the Website or Application into any other work, including your own website, without the written consent of Quilt. You must have a license from us before you can post or redistribute any portion of the Website or Application. Other than with respect to your User Data, Quilt retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services, or any content therein.
  8. Feedback. You acknowledge any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services and/or Quilt Solution, including their functioning, features, and other characteristics (or any component thereof) (“Feedback”) may be used by Quilt without compensation or attribution to you, and you grant Quilt, its subsidiaries, affiliates, and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable, and transferable license under all your intellectual property and proprietary rights in and to such Feedback, for Quilt to use and exploit for any purpose. By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place Quilt under any fiduciary or other obligation. You also agree that Quilt does not waive any rights to use similar or related ideas previously known to Quilt, developed by its employees, or obtained from other sources.
  9. Changes to the Services, Application, and Software. Quilt reserves the right to either temporarily or permanently modify, suspend, or discontinue the Services, Application, and/or Quilt Software (or any part thereof) with or without notice. You agree Quilt will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, Application, and/or Quilt Software (or any part thereof).

6. System Requirements; Limitations of the Quilt Solution and Services

  1. System Requirements. Certain features of the Services and/or Quilt Solution may not be accessible without: (a) an Account; (b) a working Wi-Fi network in your home that communicates reliably with the Quilt Solution; (c) an enabled and supported wireless device (e.g., mobile phone or tablet), with respect to the Application; (d) connected broadband Internet access in your home with bandwidth sufficient to support the Quilt Solution; and (e) any other system requirements that may be specified by Quilt (“System Requirements”). It is your responsibility to ensure that you have all System Requirements and that they are compatible and properly configured. You acknowledge that certain features of the Services and Quilt Solution may not work as described when the System Requirements and compatibility have not been met. If you move, modify, substitute, or otherwise change any of the System Requirements, it is your sole duty and responsibility to be sure such modified System Requirements are compatible and properly configured to work with the Quilt Solution and Services. In addition, you acknowledge that, in order to use certain features of the Quilt Solution, you may be required to activate Bluetooth on your smartphone or in order to enable communication with the Quilt Solution connected to the same Quilt Account, facilitate proper interoperation of the Application and the Quilt Solution, and enable certain features of the Quilt Solution. You acknowledge that you are responsible for all fees charged by your Internet service provider and mobile device operator in connection with your use of the Services and the Quilt Solution. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use, and other policies of your Internet service provider and mobile device operator.
  2. Reliability of Services. You acknowledge that certain features of the Services and the Quilt Solution, including remote access and mobile notifications, are not error-free or reliable or available 100% of the time. Proper functioning of certain features of the Services and Quilt Solution relies and is dependent on, among other things, the transmission of data through your Wi-Fi network, enabled wireless device, and broadband internet access, and may be interrupted, delayed, or otherwise limited for a variety of reasons, including termination of service and access, insufficient coverage, power outages, interference, non-payment of applicable fees and charges, system capacity, upgrades, or repairs (collectively, “Interruptions”). You understand that Interruptions may result in certain features of the Services and Quilt Solution being unreliable or unavailable for the duration of the Interruption. We cannot and do not guarantee that you will receive notifications within any given time period, or at all. There is no way for Quilt to provide specific information relating to a situation in your home or elsewhere to you or any third party. Certain features of the Services and/or Quilt Solution may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Except as otherwise set forth in the Quilt Limited Warranty, Quilt does not offer any specific uptime guarantee for the Services or Quilt Solution.
  3. No Time or Mission Critical Use. The Quilt Software and the Application are intended to be accessed and used for non-time critical and non-mission critical information and control of the Quilt Product. While we aim for the Quilt Software and Application to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Quilt Software and Application are subject to sporadic interruptions and failures for a variety of reasons beyond Quilt’s control, including without limitation, service provider uptime, mobile notifications, and intermittent Wi-Fi. YOU ACKNOWLEDGE THESE LIMITATIONS AND AGREE THAT QUILT IS NOT RESPONSIBLE FOR ANY DAMAGES ALLEGEDLY CAUSED BY THE FAILURE OR DELAY OF THE QUILT SOFTWARE AND/OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE QUILT SOLUTION AND SERVICES, WHETHER STANDING ALONE OR WHEN INTERFACED WITH THIRD-PARTY OFFERINGS, ARE NOT CERTIFIED FOR EMERGENCY RESPONSE. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES OR QUILT SOLUTION FOR ANY MISSION OR TIME-CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON THE QUILT SOLUTION ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR A THIRD PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM.
  4. Energy Savings; Recommendations. Quilt does not guarantee or promise any specific level of energy savings or other economic benefit from the use of the Quilt Solution or Services, or any feature thereof. Actual energy savings and economic benefits vary depending on factors beyond Quilt’s control or knowledge. If you have opted-in to allow such feature, Quilt may draw inferences from diagnostic information obtained from your use of the Quilt Solution and/or Services so that we may provide recommendations for energy savings (e.g., by adopting suggestions or features of the Quilt Solution or Services) and/or recommend updates or modifications to your home to help with improving energy efficiency, heating, cooling, etc. (collectively, “Recommendations”), and we may provide you with referrals to certain Business Partners who may offer certain Third-Party Services to carry out such Recommendations. We do this to highlight an opportunity based on our analysis and information about you and your household. YOU ACKNOWLEDGE THAT THESE RECOMMENDATIONS ARE NOT A GUARANTEE OF ACTUAL SAVINGS, AND YOU AGREE NOT TO SEEK MONETARY OR OTHER REMEDIES FROM QUILT IF YOUR SAVINGS DIFFER.

7. Third-party Services and Service Providers

  1. Suspension of Third-Party Services. You acknowledge that the Services and/or Quilt Solution may include features or functionality that rely on or interoperate with certain third-party services, e.g., data storage, synchronization, and communication through Amazon Web Services. These third-party services are beyond Quilt’s control, but their operation may have an impact on, or be impacted by, the use and reliability of certain features of the Services and/or Quilt Solution. You acknowledge such third-party services may be modified, suspended, or discontinued at any time by the third-party service provider thereof, and that Quilt will not be liable to you for any such modification, suspension, or discontinuance. 
  2. Third Party Integrations.  Quilt may integrate certain third-party products, services, and/or applications (including, without limitation, data products and services) into the Services which are not owned, controlled, or operated by Quilt and are subject to separate terms and conditions (collectively, “Third-Party Integrations”).  Your use of any Third-Party Integrations is governed by the terms and conditions, terms of service, and/or similar end user agreements of the respective service providers.  The Third-Party Integrations are operated and controlled by the applicable third-party providers of the Third-Party Integrations.  YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FOR COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH THIRD-PARTY INTEGRATIONS.  FAILURE TO COMPLY MAY RESULT IN THE TERMINATION OF YOUR ACCOUNT WITH A THIRD-PARTY INTEGRATION PROVIDER AND INABILITY TO USE A PARTICULAR FEATURE WE OFFER.
  3. External Websites.  We may publish and/or make available on or through the Services and/or Application links to certain third-party websites (collectively, the “External Websites”) that may offer Third-Party Services.  The External Websites and the applicable Third-Party Services are not controlled or owned by Quilt. If you decide to use such External Websites and/or any Third-Party Services offered thereon, be advised that your use is governed solely by the terms and conditions of the respective providers of such External Websites and/or Third-Party Services.  YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH EXTERNAL WEBSITES AND/OR THIRD-PARTY SERVICES.
  4. Business Partners. We may partner with certain third-party providers that offer Third-Party Services (e.g., financing services providers, referral partners for implementing certain recommendations, or promotional partners), or you may authorize us to engage with certain third parties that offer Third-Party Services (such third party providers, “Business Partners”).  Your use of any Third-Party Services offered by any Business Partners, and the provision of such Third-Party Services by such Business Partners, is governed solely by the terms and conditions, terms of service, and/or similar end user agreements of the respective Business Partners. Such Third-Party Services are operated and controlled by the applicable Business Partners. YOU ACKNOWLEDGE THAT ANY REFERRALS OR RECOMMENDATIONS MADE BY QUILT FOR YOUR RECEIPT OF ANY THIRD-PARTY SERVICES FROM ANY BUSINESS PARTNERS ARE NOT A GUARANTEE OF QUALITY OR SPECIFIC RESULTS FROM SUCH THIRD-PARTY SERVICES OR THE PERFORMANCE THEREOF, AND YOU AGREE NOT TO SEEK MONETARY OR OTHER REMEDIES FROM QUILT IF YOU ARE NOT SATISFIED WITH THE QUALITY OR RESULTS OF ANY SUCH THIRD-PARTY SERVICES OR THE PERFORMANCE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FOR COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH BUSINESS PARTNERS AND/OR THIRD-PARTY SERVICES.
  5. Third-Party Smart Products. The Quilt Solution may use various open or commonly available standards or means to communicate and work with smart or connected devices that are also similarly used by other systems or services not manufactured by Quilt, including Wi-Fi, Bluetooth, and IP devices. HOWEVER, THIRD-PARTY SMART, CONNECTED, OR OTHER DEVICES AND RELATED SERVICES (“THIRD-PARTY SMART PRODUCTS”) THAT ARE NOT DESIGNATED BY QUILT AS COMPATIBLE WITH THE QUILT SOLUTION AND SERVICES MAY NOT WORK WITH THE QUILT SOLUTION OR SERVICES, OR MAY HAVE LIMITED FEATURES OR FUNCTIONALITY, EVEN IF DESIGNED, SPECIFIED, OR MARKETED TO OPERATE USING THE SAME OR SIMILAR STANDARDS OR MEANS OF COMMUNICATION. YOU AGREE ONLY TO USE THIRD-PARTY SMART PRODUCTS DESIGNATED BY QUILT AS COMPATIBLE WITH THE QUILT SOLUTION AND SERVICES. FURTHER, YOU AGREE THAT QUILT IS NOT RESPONSIBLE FOR, AND YOU HEREBY RELEASE AND HOLD QUILT HARMLESS FROM AND AGAINST, ALL LIABILITY AND DAMAGES, INJURIES, OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, ANY ATTEMPT BY YOU TO CONNECT, OR YOUR CONNECTION AND USE OF, THIRD-PARTY SMART PRODUCTS THAT ARE NOT CERTIFIED BY QUILT AS COMPATIBLE WITH THE QUILT SOLUTION AND SERVICES.
  6. Authorized Users. Quilt is not responsible for any Authorized User’s behavior, or for any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to their use of the Quilt Solution and/or Services.
  7. Release Regarding Third Parties. Quilt is not responsible for third parties or their products and services, including, without limitation, Third-Party Offerings, Business Partners, or your Internet service providers or mobile device operators. Quilt hereby disclaims, and you hereby discharge, waive and release Quilt and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

8. Fees.

Quilt does not currently charge any fees for the access and/or use of our Services or the Application; provided that, Quilt reserves the right however, upon prior notice to you, to charge a fee for the Services (including, without limitation, charging fees to download the Application). Fees for the Quilt Product and payment terms are set forth in the Purchase Agreement.

9. Term; Termination

  1. Term. This Agreement will remain in full force and effect so long as you continue to access or use the Quilt Solution and/or Services (or any part thereof), or until terminated in accordance with the provisions of this Agreement.
  2. Termination. You may terminate this Agreement at any time by terminating your Quilt Account (if applicable) and ceasing all use of the Quilt Solution and Services. At any time, Quilt may (a) suspend or terminate your rights to access or use the Quilt Solution and Services (or any part thereof), or (b) terminate this Agreement with respect to you if Quilt, in good faith, believes that you have used the Quilt Solution or Services (or any part thereof) in violation of this Agreement, including any incorporated policies, guidelines, terms, or rules set forth in this Agreement. Quilt will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Data. 
  3. Effect of Termination. Upon termination of this Agreement, your Quilt Account, and your right to use the Quilt Solution and Services will automatically terminate, and you agree to cease all use of the Quilt Solution and Services. The rights and obligations applicable to you and/or Quilt under the following Sections shall survive any termination of this Agreement: 1.2, 2, 3.2 , 4.2, 5.3, 5.4, 5.5, 5.6, 5.7, 6, 7, 8, 9.3, and 10 through 16 and any provisions under the Additional Terms that are expressly stated to survive in such Additional Terms.

10. Indemnification. 

You agree to defend, indemnify, and hold harmless Quilt and its affiliates, licensors, and suppliers, and its and their respective employees, contractors, agents, and representatives (collectively, “Quilt Indemnitees”) from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your or your Authorized Users’ breach of this Agreement and/or violation of any license or other agreement applicable to any Third-Party Offerings; (b) your and each Authorized User’s use or misuse of the Quilt Solution or Services (or any part thereof); (c) your User Data or Feedback; and/or (d) your or your Authorized Users’ breach of any law or the intellectual property and/or privacy rights of a third party. You understand and agree that your indemnification obligation to the Quilt Indemnitees applies even if such third-party action and third party related losses arise from the negligence of any kind or degree, breach of contract or warranty, strict liability, non-compliance with applicable law, or other fault or wrongdoing of any of the Quilt Indemnitees. However, nothing contained herein shall be construed to require any indemnification which would render or make this clause, in whole or in part, void and/or unenforceable under applicable law. Further, your indemnification obligation shall not apply to any willful, wanton, intentional or reckless misconduct of the Quilt Indemnitees, or gross negligence of the Quilt Indemnitees in those states that do not permit indemnification for gross negligence. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. You agree not to settle any such claim without Quilt’s prior written consent. Quilt will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.

11. Disclaimers, Waiver of Subrogation, and Limitations on Our Liability 

  1. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE QUILT LIMITED WARRANTY, THE SERVICES AND THE QUILT SOLUTION ARE PROVIDED "AS IS" AND "AS AVAILABLE”, AND QUILT AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, QUIET ENJOYMENT, ACCURACY, TITLE, OR NON-INFRINGEMENT. QUILT DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES OR THE QUILT SOLUTION.
  2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE QUILT LIMITED WARRANTY, QUILT AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS (IF ANY) WILL BE CORRECTED OR THAT THE SERVICES OR QUILT SOLUTION (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS, INCLUDING, WITHOUT LIMITATION, INFORMATION REGARDING THE QUILT SOLUTION (“QUILT SOLUTION INFORMATION”), OR ANY OTHER SERVICES PROVIDED BY QUILT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER, OR ANY THIRD-PARTY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY OFFERINGS); (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. QUILT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, USER DATA), OR PERSONALIZATION SETTINGS. YOUR USE OF ALL QUILT SOLUTION INFORMATION, SERVICES, AND THE QUILT SOLUTION IS AT YOUR OWN DISCRETION AND RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE QUILT LIMITED WARRANTY, YOU WILL BE SOLELY RESPONSIBLE FOR (AND QUILT DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR QUILT SOLUTION, PLUMBING, HOME, OTHER PERIPHERALS CONNECTED TO THE QUILT SOLUTION, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME, RESULTING FROM YOUR USE OF THE QUILT SOLUTION INFORMATION, SERVICES, OR THE QUILT SOLUTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUILT, ANY THIRD PARTY, OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  3. Disclaimer –Third-Party Interactions. QUILT DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY OR QUALITY, OR NON-INFRINGEMENT AS TO ANY THIRD-PARTY OFFERINGS, THEIR CONTENT, OR THE MANNER IN WHICH THE PROVIDERS OF SUCH THIRD-PARTY OFFERINGS HANDLE YOUR DATA. IN ADDITION, QUILT IS NOT AND WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY PROVIDERS OF THIRD-PARTY OFFERINGS. QUILT IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY THIRD-PARTY OFFERINGS, OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD-PARTY OFFERINGS.
  4. Disclaimer – Quilt Solution and Services Settings. WHEN YOU INSTALL, SETUP, OR USE THE QUILT SOLUTION OR SERVICES YOU ARE GIVEN THE OPPORTUNITY TO MODIFY DEFAULT FACTORY SETTINGS OR TO CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR QUILT SOLUTION AND SERVICES, ALONG WITH ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE QUILT SOLUTION AND SERVICES, AND FOR SETTING OR CHANGING DEFAULTS. 
  5. Disclaimer – No Emergency Use. QUILT MAKES NO WARRANTY OR REPRESENTATION THAT USE OF THE QUILT SOLUTION OR SERVICES, WHETHER STANDING ALONE OR INTEGRATED WITH THIRD-PARTY OFFERINGS, WILL AFFECT OR INCREASE ANY LEVEL OF SAFETY. YOU UNDERSTAND THAT THE SERVICES AND THE QUILT SOLUTION (INCLUDING, WITHOUT LIMITATION, ITS AUTOMATED TEMPERATURE SENSING AND CONTROL FEATURES AND ANY MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON THE QUILT SOLUTION), WHETHER STANDING ALONE OR INTEGRATED WITH THIRD-PARTY OFFERINGS, ARE NOT A THIRD PARTY MONITORED EMERGENCY NOTIFICATION OR AN EMERGENCY RESPONSE SYSTEM. FURTHER, YOU UNDERSTAND THAT UNDER NO CIRCUMSTANCES WILL QUILT DISPATCH EMERGENCY SERVICES TO YOUR HOME IN THE EVENT OF AN EMERGENCY.  IN ADDITION, THE QUILT CUSTOMER SUPPORT CONTACTS CANNOT BE CONSIDERED A 911 OR EMERGENCY SERVICE PROVIDER OR DISPATCH CENTER OR A LIFESAVING SOLUTION FOR PEOPLE AT RISK IN THEIR HOME OR OTHERWISE. PLEASE DO NOT CONTACT CUSTOMER SERVICE OR ANY CUSTOMER SUPPORT OFFERED BY QUILT WITH ANY LIFE OR SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR THE APPROPRIATE EMERGENCY RESPONSE SERVICE. ALL LIFE THREATENING AND EMERGENCY EVENTS SHOULD BE DIRECTED TO THE APPROPRIATE RESPONSE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR, AND QUILT EXPRESSLY DISCLAIMS ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR QUILT SOLUTION, PLUMBING, HOME, OTHER PERIPHERALS CONNECTED TO THE QUILT SOLUTION, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME, RESULTING FROM YOUR RELIANCE ON THE QUILT SOLUTION OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY AUTOMATED TEMPERATURE SENSING AND CONTROL FEATURES OF THE QUILT SOLUTION AND ANY MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON THE QUILT SOLUTION. 
  6. Disclaimer – No False Alarm Reduction. YOU UNDERSTAND AND AGREE THAT THE QUILT PRODUCT IS NOT DESIGNED AND MANUFACTURED TO COMPLY WITH ANY CP-01 ANSI STANDARD OR OTHER SIMILAR FALSE ALARM REDUCTION STANDARD OR ORDINANCE THAT MAY BE REQUIRED OR RECOMMENDED BY YOUR STATE OR LOCAL GOVERNMENT.
  7. Waiver of Subrogation. You should protect against any risk of loss from use of the Services and/or Quilt Solution with the appropriate insurance coverage, and you are responsible for obtaining all insurance coverage you believe is necessary. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE QUILT AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT, OR CONDITION COVERED BY YOUR INSURANCE.
  8. Limitations on Quilt’s Liability. THE LIMITATIONS OF LIABILITY WITH RESPECT TO THE QUILT PRODUCT, AND THE INSTALLATION AND MAINTENANCE THEREOF, ARE SET FORTH IN THE PURCHASE AGREEMENT, AND NOTHING IN THIS AGREEMENT SHALL INCREASE OR LIMIT THE LIMITATIONS OF LIABILITY SET FORTH IN THE PURCHASE AGREEMENT WITH RESPECT TO THE QUILT PRODUCT OR THE INSTALLATION OR MAINTENANCE THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUILT OR ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE OR OBLIGATED, WITH RESPECT TO THIS AGREEMENT, THE QUILT SOFTWARE, APPLICATION, SERVICES, AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY QUILT, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF QUILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($50.00); (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA OR OTHER CONTENT; OR (E) FOR ANY MATTER BEYOND QUILT’S REASONABLE CONTROL. THE PARTIES AGREE THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUILT DISCLAIMS ALL LIABILITY OF ANY KIND OF QUILT’S AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL QUILT BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND/OR APPLICATION.
  9. Application of Disclaimers and Limitations to Consumers. Certain states and jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods or services otherwise than in the course of a business), so a portion or all of the disclaimers, exclusions and limitations set forth in this Section 11 may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located, and shall apply to the maximum extent permitted by applicable law.
  10. Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in this Section 11 are fundamental elements of the basis of the agreement between Quilt and you. Quilt would not be able to provide the Quilt Solution or Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Quilt’s licensors, service providers, and suppliers.

12. Availability of the Services.

Although the Website may be accessible worldwide, the Quilt Solution and Services provided or accessed through or on the Website are not available to all persons or in all countries. If you access our Website from outside of the United States or Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand and accept that the Website not designed for use outside of the U.S. or Canada and that some, or all, of the features of the Website may not work or be appropriate for use outside of the U.S. or Canada. To the extent permissible by law, Quilt accepts no responsibility or liability for any damage or loss caused by your access or use of the Services and/or Quilt Solution, or any part thereof, outside of the U.S. or Canada. You will be bound by this Agreement wherever you access or use the Services or Quilt Solution. Quilt does not make any representations or warranties that the Application, Quilt Solution, or any information, products, or services provided through our Website are appropriate for access or use in other jurisdictions. You are not permitted to access or use the Quilt Solution or Services in Cuba, Crimea, Iran, North Korea, Syria, or any other jurisdiction or country if it would be contrary to the law or regulation of the United States or of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We further reserve the right to limit the availability of the Quilt Solution and Services to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion. The Quilt Solution and Services may not be available or accessible in all languages.

13. Governing Law and Dispute Resolution

  1. Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Furthermore, this Agreement shall not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), or any other act derived from or related to UCITA.
  2. Disputes. You agree that any dispute between you and Quilt arising out of or relating to this Agreement, the Quilt Solution or Services (or any part thereof), and/or any content, materials, and/or services provided by Quilt hereunder (collectively, “Disputes”) shall be governed by the provisions set forth in this Section 13.
  3. Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 13 with respect to any Dispute, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by overnight courier such as Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Dispute Notice”). Quilt’s address for Dispute Notices is: Quilt Systems, Inc., 1800 Broadway, Suite 2 Redwood City, CA 94063. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
  4. Informal Resolution. You and Quilt agree to use good faith efforts to resolve the Dispute directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or Quilt may commence an arbitration proceeding or other permitted action, as set forth in this Section 13.
  5. Agreement to Arbitrate. In the interest of resolving Disputes between you and Quilt in the most expedient and cost-effective manner, and except as described in Section 13.9, you and Quilt agree every dispute arising in connection with this Agreement will be resolved by binding individual (not class) arbitration (the “Agreement to Arbitrate”). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This Agreement to Arbitrate includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. THIS AGREEMENT TO ARBITRATE MEANS YOU AND QUILT WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THIS AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 13 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.
  6. Arbitration. Any arbitration between you and Quilt will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect at time the claim is submitted (the “Rules”) as modified by this Section 13.6. You and we agree the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the Rules; (b) the arbitration will take place in the county where you live or at another mutually agreed location; (c) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the Rules about whether the arbitration hearing has to be in-person; and (e) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. Except as otherwise expressly set forth in this Agreement, the arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator shall have the authority to grant all relief that a court of competent jurisdiction could order, including awards of attorney’s fees and costs. Regardless of the way the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
  7. Fees. You are responsible for paying your portion of the fees set forth in the AAA fee schedule and Quilt will be responsible for the remainder of the arbitrator’s and arbitration service fees. If you believe you cannot afford the AAA fees, you may apply to AAA for a fee waiver. You are responsible for any other fees you may incur, including attorneys’ fees. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse Quilt for all monies previously disbursed by it that are otherwise your obligation to pay under the Rules.
  8. Opting-Out of Arbitration. If you do not wish to resolve disputes by binding arbitration, you may opt out of this Agreement to Arbitrate within 30 days after the date that you first agree to this Agreement by sending a letter to Quilt Systems, Inc., Attention: Arbitration Opt-Out, 1800 Broadway, Suite 2 Redwood City, CA 94063, that specifies: your full legal name, the email address used to register a Quilt Account (if applicable), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Quilt receives your Opt-Out Notice, this Agreement to Arbitrate will be void and the parties agree that the exclusive jurisdiction and venue described in Section 13.10 will govern any action arising out of or related to this Agreement. The remaining provisions of this Section 13 will not be affected by your Opt-Out Notice.
  9. Exception to Arbitration. Notwithstanding anything in this Agreement to the contrary, to the extent you have in any manner violated or threatened to violate any of Quilt’s intellectual property rights or confidential information, Quilt may obtain injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and without having to post a bond or other security or to prove damages or the inadequacy of damages, and you consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite this Agreement to Arbitrate, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek equitable relief in a court of law in aid of arbitration.
  10. Enforceability; Venue. If this Agreement to Arbitrate is found not to apply to your or our claim, you and Quilt agree that any judicial proceeding will be brought in the federal or state courts located in San Jose, California. Both you and Quilt consent to venue and personal jurisdiction there.
  11. No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH QUILT ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THIS AGREEMENT.
  12. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to your use of the Quilt Solution or Services (or any part thereof) or this Agreement must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.

14. Notices to Quilt. 

Except as otherwise expressly required in this Agreement, any notices permitted under this Agreement must be sent to Quilt by (1) email [email protected], Subject Line: Legal Notice; or (2) certified U.S. Mail or by Federal Express (signature required) to Quilt Systems, Inc., 1800 Broadway, Suite 2 Redwood City, CA 94063.

15. App Store Terms.

  1. Third Party Rights. You acknowledge and agree that certain distributors (such as App Distributors, as defined below) are intended beneficiaries of this Agreement and have the right to enforce this Agreement directly against you. Other than as set out in this Section 15, this Agreement is not intended to grant rights to anyone except you and Quilt, and in no event shall this Agreement create any third party beneficiary rights.  Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement are not subject to the consent of any other person.
  2. App Store Distributors.  You acknowledge and agree that certain app distributors such as Apple, Inc. (“Apple”) and Google, Inc. (“Google”) of the Application (“App Distributors”) through the app stores provided by such App Distributors (“App Stores”) are intended third party beneficiaries of this Agreement and have the right to enforce this Agreement directly against you with respect to the use of the Application downloaded by you and your Authorized Users through the App Store.  You acknowledge that this Agreement is between you and Quilt only, and not with any App Distributor. Your and your Authorized Users’ use of the Application must comply with the then-current terms and conditions of the App Store through which the Application is downloaded. You acknowledge and agree that Quilt, and not the App Distributor:(i) is solely responsible for the Application and Quilt’s related content available thereon, (ii) is responsible for addressing any claims by you relating to the Application, including, but not limited to: (x) product liability claims; (y) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (z) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to Quilt as provider of the Application; and (iii) shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to the Application. You acknowledge that the App Distributor has no obligation to provide maintenance and support services with respect to the Application.  To the maximum extent permitted by applicable law, the App Distributor will have no warranty obligation whatsoever with respect to the Application. You represent and warrant that you and your Authorized Users are not: (1) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) listed on any U.S. Government list of prohibited or restricted parties. You agree to comply, and ensure your Authorized Users comply, with all applicable third-party terms of agreement when using the Application (e.g., you and your Authorized Users may not be in violation of its wireless data service terms of agreement when using the Application). The parties agree that the App Distributor and its subsidiaries are third-party beneficiaries to this Agreement, and have the right (and will be deemed to have accepted the right) to enforce this Agreement against you, as it relates to your and your Authorized Users’ use of the Application.

16. General

  1. No Third-Party Beneficiaries. Except as expressly set forth in Section 15, this Agreement is not intended to grant rights to anyone except you and Quilt, and in no event shall this Agreement create any third-party beneficiary rights. The parties acknowledge and agree they are dealing with each other as independent contractors and nothing in this Agreement and/or its performance shall be construed as creating a joint venture or agency between Quilt and you.
  2. No Assignment. Neither the rights nor the obligations arising under this Agreement are assignable, delegable, or transferable by you without Quilt’s prior written consent, and any such attempted assignment, delegation or transfer shall be void and without effect. Quilt may freely assign this Agreement and/or delegate the performance of any services and obligations hereunder to its affiliates and contractors, and to acquirers and successors. We may share personal information with third parties we choose to acquire or with buyers, successors, or others in connection with a merger, divestiture, restructuring, reorganization, financing due diligence, initial public offering, dissolution, or other sale or transfer of some or all of our assets or transition of service to another provider, whether as a going concern or as part of bankruptcy, receivership, liquidation or similar proceeding, as permitted by law and/or contract. This Agreement shall bind and benefit each party’s successors and permitted assigns.
  3. Export Compliance. The Quilt Software, Application, and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Quilt Software, Application, and related technology, as may be required. You will indemnify and hold Quilt harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this Section.
  4. Waivers. Any waiver of any provision of this Agreement must be in writing and executed by the waiving party. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right.
  5. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability, or validity of the remainder of the provisions set forth in this Agreement.
  6. Force Majeure. Any delay in performance of any duties or obligations of Quilt will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other event beyond the reasonable control of Quilt.
  7. Entire Agreement. This Agreement, the Additional Terms (including, without limitation, the Quilt Limited Warranty, Purchase Agreement and our Privacy Notice), constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications regarding the subject matter described.
  8. Interpretation; Language. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” You agree that this Agreement will not be construed against Quilt by virtue of having drafted them. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language.
  9. California Consumer Complaints. If you are a California resident, you may report complaints to the Correspondence Unit of the California Department of Consumer Affairs by writing at Division of Programs and Policy Review, Consumer Information Center—Correspondence Unit, 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by contacting them at www.dca.ca.gov or calling (800) 952-5210.