Terms Of Service
PLEASE READ ALL OF THE FOLLOWING TERMS CAREFULLY AS THEY CONTAIN INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION IN SECTION 14 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Effective Jan 3rd 2021
This Terms of Service Agreement (“Agreement”) is made between you and QuillBot, Inc. (“QuillBot”), and it governs your use of QuillBot’s Meaning.io service (“Service”).
1. Acceptance of Terms.
By accessing and using the Service, you hereby READ, UNDERSTAND, ACCEPT, and AGREE to be bound by this Agreement’s terms and conditions. If you do NOT accept these terms and conditions, you must neither access nor otherwise use any part of the Service or content or information available therewith. To the extent permitted by law, QuillBot may amend, at any time and from time to time, this Agreement by posting a version of this Agreement to [link]. QuillBot will notify you on its website that amended terms have been posted. You agree that your continued use of the Service constitutes an acceptance of such amendments. You shall have the opportunity to refuse said amendments solely by ceasing access to and utilization of the Service.
2. Residency and Age.
The Service is intended to be accessed and utilized by users who have attained the age of majority in their respective state or province. By accessing and using the Service, you represent, warrant, and affirm that you are either at least 18 years of age, an emancipated minor, or have acquired a parent or guardian’s consent. You hereby affirm that you are, at a minimum and without exception, 13 years old. The Service is not intended to be accessed or utilized by children less than 13 years of age.
3. Disclaimer of Warranties.
THE SERVICE AND THE ENTIRETY OF ITS CONTENT AND INFORMATION AND MATERIALS PROVIDED THEREWITH ARE PROVIDED “AS IS,” AND QUILLBOT HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, QUILLBOT EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) ANY INFORMATION OBTAINED THROUGH OR FROM THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET EXPECTATIONS; OR (V) ANY DATA OR SOFTWARE ERRORS WILL BE CORRECTED.
4. Proprietary Rights.
a. Word definitions, similar words, synonyms, antonyms, rhymes of a given word and the etymology of a word, are licensed by Wictionary for use by you in accordance with the Creative Commons Attribution Share Alike 3.0 (CC-BY SA 3.0) and the GNU Free Document License, subject to the restrictions of each license.
b. The Service and all other content on the Service are the intellectual property of QuillBot. For the term of this Agreement, and unless as otherwise agreed by QuillBot in writing, QuillBot grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable right and license to use, for your personal and non-commercial purposes, the Service solely provided that you adhere to all of the terms and conditions of this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Service or any patents, copyrights, trade secrets, moral rights, trademarks, know-how, or any related or other rights or interests or other intangible assets recognized under any laws, regulations, or international conventions, in any country or jurisdiction in the world (collectively, “QuillBot Intellectual Property Rights”) of QuillBot. Subject to the prohibitions of Section 5 (Platform Prohibitions), any rights not expressly licensed pursuant to this section are reserved and upon termination of this Agreement, all rights which are licensed shall terminate.
c. The Service generally allows you, pursuant to the terms and conditions of this Agreement, to add textual content (“Submissions”) to assess and evaluate if you are using a word correctly, using QuillBot’s proprietary smart dictionary technology. You hereby grant QuillBot an unlimited, irrevocable, non-exclusive, transferable, assignable, sublicensable right and license to use your Submissions for any purpose including, without limitation, developing the QuillBot technology and providing tailored Service experiences to you. The non-exclusive license hereby granted to QuillBot under this Section will extend to any associated intellectual property rights in the Submissions and will continue in perpetuity, notwithstanding the termination of this Agreement.
5. Platform Prohibitions.
You agree that you will NOT: (a) use the Service or any content or information available through the Service for any unauthorized purpose including, without limitation, exceeding Submission limitations; (b) interfere with or damage the Service including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Service; (c) modify, sublicense, assign, give, transfer, translate, sell, resell, reverse engineer, decipher, decompile, or otherwise disassemble any code, data, content, or information available through the Service or any software components used on or for the Service or access thereto; (d) attempt to gain unauthorized access to the Service or its related systems or networks; (e) use any third-party software or scripts to collect information from or through the Service; (f) distribute, re-distribute, or permit transfer of the Service or content or information available through the Service in violation of any export or import law and/or regulation or restriction of the United States of America and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) adapt, translate, or create any derivative works of the Service or merge the Service into any other software; (h) use the Service to create, train, or improve (directly or indirectly) a similar product, service, or platform, including any other machine learning algorithms or smart dictionary system; (i) use or retain Service data for the purpose of creating, training, or improving (directly or indirectly) a smart dictionary service, product, or platform, including any other machine learning algorithms or smart dictionary system; (j) unless otherwise agreed by QuillBot and you in writing, use the Service to augment datasets to improve natural language processing systems; or (k) assist any third-party in doing any of the foregoing.
6. Security of User’s System.
You shall be solely responsible for the security, confidentiality, and integrity of all content that you receive, transmit through the Service or on any computer, mobile device, or related equipment that is used to access the Service.
7. Term and Termination.
This Agreement remains effective from the moment User accesses or uses the Service until terminated. This Agreement will terminate automatically without notice from QuillBot if you fail to comply with any provision of this Agreement. QuillBot reserves the right, in its sole discretion and without prior notice to you, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Service; (ii) suspend your access to or use of all or any portion of the Service; and (iii) terminate this Agreement.
The Service may contain links to other Internet sites and resources, and you hereby acknowledge and agree that: (i) QuillBot shall not be responsible for the availability of such external sites or resources; and (ii) QuillBot does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that QuillBot shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such website or resource.
9. Limited Liability.
a. QUILLBOT, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS (“QUILLBOT PARTIES”) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO: (I) THE SERVICE’S AVAILABILITY; (II) THE ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR THIRD-PARTY, WHETHER ONLINE OR OFFLINE; (III) ANY CONTENT ON THE SERVICE; (IV) ANY GOODS OR SERVICES ACQUIRED AS A RESULT OF ANY INFORMATION OBTAINED THROUGH THE SERVICE; OR (V) ANY USE OF GOODS OR SERVICES MADE AVAILABLE ON ANY INTERNET RESOURCE OR WEBPAGE LINKED TO THE SERVICE. THE QUILLBOT PARTIES SHALL NOT BE HELD RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OF ANY TELEPHONE SYSTEM, CELLULAR NETWORK, CABLE SYSTEM, COMPUTER EQUIPMENT, SERVER, PROVIDER, OR SOFTWARE. THE QUILLBOT PARTIES SHALL NOT BE HELD RESPONSIBLE FOR ANY INJURY OR DAMAGE TO YOUR COMPUTER OR EQUIPMENT RESULTING FROM ACCESS TO OR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, WEB PAGE VIEWING, FILE DOWNLOADING OR STREAMING, SERVER USE OR ACCESS, OR FOLLOWING SERVICE LINKS. YOU ACCESS THE SERVICE AT YOUR OWN RISK AND ARE SINGULARLY RESPONSIBLE FOR ANY LOSS, DAMAGE, OR COSTS INCURRED DURING SUCH ACTIVITY. THE QUILLBOT PARTIES SHALL NOT BE RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON OR RECEIVED FROM THE SERVICE, REGARDLESS OF THE CAUSE OF SUCH INACCURACY. THE QUILLBOT PARTIES SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OF ANY USER OF THE SERVICE. THE QUILLBOT PARTIES SHALL NOT BE RESPONSIBLE FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OPERATIONAL DELAY, COMMUNICATION LINE FAILURE, OR THEFT, BREACH, DESTRUCTION, OR ALTERATION OF YOUR COMMUNICATIONS. NO DATA OR INFORMATION OBTAINED FROM THE QUILLBOT PARTIES SHALL CREATE ANY WARRANTY.
b. THE QUILLBOT PARTIES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD-PARTY, IN ANY MATTER ARISING FROM OR RELATED TO THE PLATFORM OR THE AGREEMENT, SHALL NOT EXCEED THE SUM OF TEN DOLLARS ($10.00).
c. YOUR ACCESS OR USE OF ANY THIRD-PARTY INTERNET RESOURCE LINKED TO OR FROM THE SOFTWARE, OR YOUR USE OF GOODS OR SERVICES FROM THIRD-PARTY INTERNET RESOURCES LINKED TO OR FROM THE SOFTWARE, IS MADE AT YOUR OWN RISK. YOU HEREBY RELEASE THE QUILLBOT PARTIES FROM ANY DAMAGES YOU SUFFER FROM YOUR ACCESS TO THIRD-PARTY INTERNET RESOURCES, AND YOU AGREE NOT TO MAKE ANY CLAIMS AGAINST THE QUILLBOT PARTIES ARISING FROM ANY GOODS AND SERVICES MADE AVAILABLE THROUGH THE SERVICE OR THROUGH THIRD-PARTY INTERNET RESOURCES.
d. THE QUILLBOT PARTIES SHALL NOT BE LIABLE FOR ANY FAILURE OR PERFORMANCE DELAY UNDER THE AGREEMENT DUE TO CIRCUMSTANCES BEYOND THE QUILLBOT PARTIES’ CONTROL INCLUDING, BUT NOT LIMITED TO, NATURAL CATASTROPHES, GOVERNMENTAL ACTS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATION SYSTEM INTERRUPTIONS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION INTERRUPTIONS, OR ANY INABILITY TO ACQUIRE MATERIALS OR SUPPLIES. THE QUILLBOT PARTIES SHALL NOT BE LIABLE FOR ANY ILLEGAL, ABUSIVE, OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY YOU INCLUDING, WITHOUT LIMITATION, USING THE SERVICE TO INFRINGE THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT(S) OF ANOTHER. THE QUILLBOT PARTIES SHALL NOT BE LIABLE FOR COMPLIANCE OR LACK THEREOF BY ANY THIRD-PARTY VENDORS WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS.
Occurrence.You agree to defend the QuillBot Parties to the fullest extent permitted by law, against any and all claims, demands and/or actions and indemnify and hold the QuillBot Parties harmless from and against any and all losses, damages, costs and expenses, including reasonable attorney’s fees, (each a “Claim), regardless of whether such Claim is due to a QuillBot Party’s active or passive negligence, arising out of or relating to: (i) any breach by you of any provision of this Agreement and/or any representation or warranty identified herein; (ii) your use of the Service, including any data or information transmitted or received by you; (iii) any unacceptable use of the Service by you including, without limitation, any statement, data or content made, transmitted, or republished by you which is infringing or otherwise prohibited as unacceptable in Section 5; or (iv) any expenses QuillBot incurs in enforcing this Section including, without limitation, reasonable attorney’s fees and costs.
Procedures.QuillBot will promptly notify you of any claim or action with respect to any claim for indemnification hereunder, and you will undertake the defense or settlement and all related costs and expenses of any claim or action for which it has an indemnification obligation. You will have the right to settle or compromise any action to which its indemnification is applicable, except that you may not agree to any settlement without the prior written consent of QuillBot if such settlement would cause QuillBot to undertake any action, assume any liability, pay any monies, or acknowledge any wrongdoing or have a judgment entered against it. Notwithstanding the foregoing, QuillBot will have the right to undertake the defense of any claim asserted against it at your expense in the event that: (i) you fail to assume the defense of such claim; (ii) QuillBot reasonably determines that an adverse outcome could be material to QuillBot’s business; (iii) there are conflicts between your and QuillBot’s interests in such litigation; or (iv) QuillBot reasonably believes that you do not have the financial resources needed to satisfy its indemnification obligation in the event of an adverse outcome.
12. Dispute Resolution Protocol.
Controlling Law and Jurisdiction.This Agreement will be interpreted in accordance with the laws of the State of Illinois and the United States of America, without regard to its conflict-of-law provisions. You and QuillBot agree to submit to the personal jurisdiction of the state and federal courts located within Cook County, Illinois, for any actions involving actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Negotiations.In the event any dispute arises except those disputes the involving actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights, you and QuillBot agree to first attempt to negotiate the resolution any dispute, informally for at least thirty (30) days before initiating any arbitration or court proceeding.
Other parties.You accept that, as a corporation, QuillBot has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against QuillBot’s officers or employees in respect of any losses you suffer in connection with the Service. Without prejudice to the foregoing, you agree that the limitations of warranties and liability set out in this Agreement will protect QuillBot’s officers, employees, agents, subsidiaries, successors, assigns, and sub-contractors as well as QuillBot.
d. Binding Arbitration.All claims arising from use of the Service (except those disputes involving actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. You understand that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes both of which are available at the AAA website http://www.adr.org. The parties will submit briefs of no more than 10 pages and the arbitration hearing will be limited to two (2) days maximum. The arbitrator must apply Illinois law and any award may be challenged if the arbitrator fails to do so. Unless otherwise agreed by the parties, arbitration will take place in Chicago, Illinois. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If your claim for damages does not exceed $10,000 USD, QuillBot will pay your share of arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose as determined pursuant to Federal Rule of Civil Procedure 11(b). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing. The parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. e.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER.YOU AND QUILLBOT AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN QUILLBOT AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND QUILLBOT ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE USER’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
Waiver; Remedies Cumulative.To the maximum extent permitted by applicable law: (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by a party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
Entire Agreement and Modification.This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. This Agreement may be modified by QuillBot at any time with notice to you in accordance with this Agreement.
Severability.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Remedies.The rights granted by QuillBot herein are of a special, unique, and intellectual nature, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law. In addition, you acknowledge that during the course of accessing or using the Service, you will or may have access to QuillBot’s proprietary information, including, without limitation, Service code and related materials. Accordingly, the breach by you of the provisions of this Agreement concerning QuillBot’s proprietary rights will cause QuillBot irreparable injury and damage for which QuillBot will be entitled, without posting any bond or security, to seek injunctive or other equitable relief. The granting of equitable relief will not be construed as a waiver of any other rights of QuillBot in law or in equity. You agree that your rights and remedies in the event of a breach of this Agreement by QuillBot shall be limited to the right to recover damages, if any, in an action at law, and in no event shall you be entitled to terminate or rescind this Agreement or enjoin or restrain QuillBot’s use or exploitation of the Submissions.
Assignment.QuillBot may assign any of its rights or delegate any of its obligations hereunder to any person or entity at any time without your consent. You may not assign any of your rights or delegate any of your obligations hereunder to any person or entity without the prior written consent of QuillBot. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section.
f. California Consumer Complaints.Pursuant to Cal. Civ. Code. § 1789.3, user complaints or requests for further information may be sent to [email protected] The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be reached at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834 (800) 952-5210. g.
Survival.Sections 3, 4-5, 9-10, and 12-13 shall survive the termination of this Agreement.
14. Open Source Software.
The Service utilizes the following open source components the source code for which can be downloaded from the accompanying URLs: