QuoteIt Terms of Service

1) Agreement Structure; Order Forms

1.1 Order Forms

Customer may purchase Services under one or more order forms, statements of work, or similar ordering documents that reference this Agreement ("Order Form"). Each Order Form forms part of this Agreement.

1.2 Priority

If there is a conflict, the following order controls: (i) Order Form, (ii) any Data Processing Addendum ("DPA") or Security Addendum (if executed), and (iii) this Agreement.

1.3 Agency / Managed Services Use

Customer may use the Services to provide managed services to its clients (including creating Personas and generating drafts on their behalf, and inviting client reviewers) only if permitted in the applicable Order Form. Where permitted, Customer remains responsible for compliance with this Agreement for all activity performed by or for its clients.

1.4 Plan Types / Data Use Modes

The Services may be offered under different Data Use Modes specified in an Order Form, plan description, or workspace settings. The Data Use Mode controls how QuoteIt may use Customer Content for generalized improvement. Data Use Modes include: (a) Standard Mode (default), where QuoteIt does not use Customer Content or Output to train or improve generalized models for other customers; and (b) Early Access Mode (alpha/beta), where, unless Customer opts out, Customer grants QuoteIt permission to use limited categories of Customer Content as described in Section 6.4. Customer may change the Data Use Mode, and changes apply going forward.

2) Services; Term; Renewals; Authorized Purchasers

2.1 Services Term

QuoteIt will provide the Services to Customer during the Services Term specified in the applicable Order Form. Unless otherwise agreed, increases in Services purchased during a Services Term will be prorated to end concurrently with the then-current Services Term.

2.2 Renewal

Renewal terms (including auto-renewal, if any) will be specified in the Order Form. Unless otherwise stated, notice of non-renewal or scope reduction must be provided at least 30 days before the start of the next Renewal Term.

2.3 Authorized Purchasers; Additional Purchases

Services may allow Authorized Purchasers to purchase additional licenses, quantities, or usage. Customer is responsible for configuring purchase permissions and will pay Fees for additional purchases made via Authorized Purchasers, at Customer's then-current pricing unless otherwise set forth in an Order Form.

2.4 Usage-Based Services

If Customer purchases Services based on usage, Customer acknowledges QuoteIt will calculate usage and bill accordingly, subject to the Order Form.

3) Provision; Right to Use; Documentation; Changes

3.1 Access and Use

Subject to this Agreement and payment of Fees, QuoteIt grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the Services Term for Customer's internal business purposes.

3.2 Customer Applications

If Customer uses the API, Customer may integrate the Services into Customer Applications for use by Authorized Users, in accordance with this Agreement, the Documentation, and Usage Limits.

3.3 Documentation

Customer will use the Services in accordance with the Documentation and QuoteIt Policies. Documentation may be updated from time to time.

3.4 Modifications

QuoteIt may update the Services periodically. If an update materially reduces core paid functionality (excluding Beta Services), QuoteIt will use reasonable efforts to notify Customer. As Customer's sole remedy for such material reduction, Customer may terminate the affected Services by written notice within 30 days of notice and receive a refund of prepaid Fees for the unused portion (if any).

4) Workspaces, Affiliates, and Agency Use

4.1 Workspaces and Separation

Customer may configure one or more Workspaces. Customer is responsible for choosing and maintaining Workspace separation appropriate for its use case (e.g., different business units, Affiliates, or Clients).

4.2 Affiliates

Customer Affiliates may use the Services under Customer's Account/Workspace unless the Order Form requires separate provisioning. Customer is responsible for its Affiliates' acts and omissions.

4.3 Agencies and Clients

• Customer is responsible for obtaining all necessary rights, consents, and authorizations from each Client and any relevant individuals (e.g., spokespersons) to submit Client materials, create Personas, generate drafts, and share drafts for approval.
• Customer is responsible for ensuring that Client reviewers/approvers (if added as Authorized Users) use the Services in compliance with this Agreement.
• Customer is responsible for ensuring approvals and publication decisions align with Client policies and applicable law.
• If Customer is an agency and enrolls in Early Access Mode or opts in to generalized improvement, Customer represents it has obtained the necessary rights and consents from each Client to allow QuoteIt to use eligible data for generalized improvement as described in Section 6.4.

5) Customer Obligations; Account Security; Restrictions

5.1 Account Responsibilities

Customer will provide accurate Account information and is responsible for all activity under its Account and Workspaces. Customer will not share individual login credentials across users and will promptly notify QuoteIt of unauthorized access.

5.2 Restrictions

1. use the Services or Customer Content in violation of applicable law or QuoteIt Policies;
2. violate third-party rights (including IP Rights, privacy, publicity rights, confidentiality, or contractual restrictions);
3. reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, system prompts, models, or underlying components of the Services (except to the extent prohibited by law);
4. conduct model extraction, model stealing, or similar attacks, or attempt to bypass safeguards;
5. circumvent or interfere with Usage Limits, rate limits, metering, or billing;
6. scrape, extract, or harvest data from the Services except as expressly permitted through the Services' intended functionality;
7. buy, sell, lease, or transfer API Keys or credentials;
8. interfere with or disrupt the Services, including attempting to overload, probe, scan, or test vulnerabilities without written authorization;
9. use Outputs to develop or train competing AI models or services, except where expressly permitted in an Order Form.

5.3 Human Review Required; No Professional Advice

Outputs may be inaccurate, incomplete, misleading, or unsuitable for publication. Customer is solely responsible for reviewing and approving Outputs before use or publication. Outputs are not legal, financial, medical, regulatory, or other professional advice.

6) Customer Content; Output; Persona Engine; Training

6.1 Ownership

As between QuoteIt and Customer, to the maximum extent permitted by law: (a) Customer retains all ownership rights in Customer Content; and (b) Customer owns all Output generated for Customer. To the extent QuoteIt has any rights in Output by operation of law, QuoteIt assigns those rights to Customer to the extent permitted.

6.2 How QuoteIt Uses Customer Content to Provide the Services

QuoteIt will process Customer Content only as necessary to: (a) provide, operate, and maintain the Services (including Persona creation, drafting, workflows, and knowledge grounding); (b) comply with applicable law; (c) enforce QuoteIt Policies; and (d) prevent abuse and maintain safety and security.

• ingesting and analyzing Customer Content to build Personas, style profiles, and persona guidance;
• extracting, indexing, and retrieving Customer Content to build a Customer or Client knowledge base (e.g., retrieval for grounding);
• running verification and safety checks (e.g., claim/grounding checks); and
• supporting approvals, edits, versioning, and audit trails.

6.3 Persona Artifacts Are Customer/Client-Specific by Default

To provide Persona-based communication, QuoteIt may create and store persona-specific artifacts derived from Customer Content (collectively, "Persona Artifacts"), such as style guides, embeddings, prompt representations, adapters/weights, fine-tuned weights, or other configurations.

Default privacy posture: Persona Artifacts are created for the exclusive use of the applicable Customer or Client Workspace (as specified in the Order Form) and are not made available to other customers.

6.4 General Improvement (Standard Mode and Early Access Mode)

6.4 General Improvement (Standard Mode and Early Access Mode).

(a) Standard Mode (default). In Standard Mode, QuoteIt will not use Customer Content, Output, or Persona Artifacts to train or improve generalized models or Services for the benefit of other customers unless Customer explicitly opts in in writing (e.g., via an Order Form checkbox or Administrator-controlled setting).

(b) Early Access Mode (alpha/beta). If Customer enrolls in Early Access Mode, Customer grants QuoteIt permission to use Improvement Data to train and improve generalized models and Services, unless Customer opts out. Early Access customers may receive discounted pricing, expanded limits, or priority features, as specified in the Order Form.

(c) Eligible sources (default). Unless otherwise agreed in an Order Form, Improvement Data will be derived only from (i) approved Output, (ii) user edits and approvals metadata, and (iii) de-identified quality signals (e.g., labels and telemetry). QuoteIt will not use raw uploaded source documents for generalized improvement unless Customer expressly agrees in writing.

(d) De-identification and minimization. QuoteIt will apply reasonable measures intended to minimize and de-identify Improvement Data and will not attempt to re-identify it except as required by law.

(e) Opt-out and withdrawal. Customer may opt out or withdraw at any time through workspace settings or by notice to privacy@quoteit.me. Opt-out/withdrawal applies going forward and does not require QuoteIt to retrain or remove learning already incorporated into generalized models, except where required by law.

6.5 Similarity of Output

Due to the nature of AI, Output may not be unique and other users may receive similar content. Similar responses generated for other customers are not Customer's Output.

6.6 Customer Responsibility for Rights and Approvals

Customer is responsible for Customer Content and represents and warrants it has all rights, licenses, permissions, and consents required to submit Customer Content and generate Outputs attributed to any Persona or spokesperson (including rights of publicity and internal authorization). Customer is solely responsible for reviewing and approving Output prior to publication or reliance.

7) Personas; Authorization

Customer is solely responsible for ensuring it has the right and authorization to create and use Personas and to generate drafts attributed to any individual/role (including rights of publicity and internal authorization). QuoteIt does not verify Persona authorization unless expressly stated in an Order Form.

8) Third-Party Services

Third-Party Services may be available for use with the Services. Customer's use of Third-Party Services is at Customer's discretion and governed by Third-Party Service Terms. If Customer enables Third-Party Services (including third-party model APIs), Customer instructs QuoteIt to transmit relevant Input and context to those providers to generate Output. QuoteIt disclaims responsibility for Third-Party Services.

9) Security and Privacy

9.1 Security Measures

QuoteIt will maintain Security Measures designed to protect Customer Content and the Services. QuoteIt may update Security Measures from time to time.

If QuoteIt updates Security Measures in a manner that materially diminishes security features of the Services taken as a whole, Customer may terminate the affected Services by written notice within 30 days as its sole remedy, with refund of prepaid unused Fees for that affected portion (if any).

9.2 Audit Reports

If QuoteIt has Audit Reports, QuoteIt may provide the most recent Audit Reports (or a summary) upon Customer's written request no more than once per year, subject to confidentiality.

9.3 Data Processing Addendum

If Customer processes Personal Data through the Services, the parties may execute a DPA, which will govern QuoteIt's processing obligations as a processor/service provider.

10) Fees; Taxes; Payment

Customer will pay Fees as specified in the Order Form. Fees are non-refundable except as required by law or expressly stated in the Order Form. Taxes and withholding (if any) will be handled as specified in the Order Form. QuoteIt may suspend Services for overdue undisputed amounts, subject to reasonable notice.

11) Confidentiality

Recipient will: (a) use Discloser's Confidential Information only to exercise its rights and fulfill its obligations under this Agreement; (b) protect Confidential Information using reasonable measures; and (c) not disclose Confidential Information except to its employees, contractors, and agents with a need to know and confidentiality obligations at least as protective.

Recipient may disclose Confidential Information if required by law, provided Recipient uses reasonable efforts to notify Discloser in advance (if permitted). Unauthorized disclosure may cause irreparable harm; Discloser may seek equitable relief.

12) IP Rights; Feedback

Except as expressly stated, QuoteIt retains all IP Rights in the Services, including software, orchestration, templates, and safety mechanisms. If Customer provides feedback, Customer grants QuoteIt a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or compensation.

13) Suspension

QuoteIt may limit or suspend Customer's access to the Services if: (a) required by law; (b) Customer violates this Agreement or QuoteIt Policies; or (c) necessary to prevent or address a Security Emergency. QuoteIt will use reasonable efforts to notify Customer and to narrowly tailor the suspension.

QuoteIt may retain Abusive Customer Content as reasonably necessary to comply with law, enforce policies, or protect the Services or third parties from harm.

14) Termination; Effects; Deletion

14.1 Termination for Cause

Either party may terminate this Agreement (including all Order Forms) if the other party materially breaches and fails to cure within 30 days after written notice, or becomes subject to insolvency proceedings.

14.2 Effects of Termination

Upon termination: (a) Customer's rights to use the Services cease; and (b) any accrued payment obligations remain due.

14.3 Deletion of Customer Content

Upon Customer's written request and subject to legal retention and backup limitations, QuoteIt will delete Customer Content within 30-90 days after termination, unless retention is legally required or necessary to prevent abuse or enforce QuoteIt Policies.

15) Beta Services

Beta Services are optional, may be changed or discontinued at any time, may not be supported, and may be less reliable or available. Beta Services are provided "AS IS" and "AS AVAILABLE," without warranties or service level commitments. To the maximum extent permitted by law, QuoteIt disclaims all liability arising out of or relating to Beta Services.

Participation in the Improvement Program during Beta Services requires explicit opt-in under Section 6.4.

16) Warranties; Disclaimers

To the maximum extent permitted by law, the Services and Outputs are provided "AS IS" and "AS AVAILABLE." QuoteIt disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and error-free operation. QuoteIt does not warrant Output will be compliant, non-defamatory, or suitable for publication.

17) Indemnification

Customer will defend, indemnify, and hold harmless QuoteIt and its Affiliates, directors, officers, employees, and agents from any Claim arising out of or relating to: (a) Customer Content (including Personas and materials); (b) Customer's publication or use of Output; (c) Customer's violation of law or third-party rights; or (d) Customer's breach of this Agreement.

18) Limitation of Liability

• QuoteIt will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or lost profits/revenue/data/goodwill, even if advised of the possibility.
• QuoteIt's total aggregate liability arising out of or relating to the Services will not exceed: (a) Fees paid for the affected Services in the three (3) months immediately preceding the event giving rise to liability; or (b) INR 10,000 in the aggregate for Trial/Free Use.
• Any action must be brought within one (1) year after the cause of action arises, or it is barred (to the extent permitted by law).

19) Dispute Resolution

19.1 Informal Resolution

Before initiating formal proceedings, the parties will attempt to resolve any Dispute informally for 60 days after written notice.

19.2 Arbitration

Except for injunctive relief for confidentiality, security, or IP misuse, Disputes will be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996.

Seat/venue: Dharamshala, Himachal Pradesh.

Language: English.

19.3 No Class/Representative Actions

To the extent permitted by law, Disputes must be brought on an individual basis only.

20) Miscellaneous

• No Publicity: Neither party may use the other's name or logo or make public statements about the relationship without prior written consent.
• Assignment: QuoteIt may assign this Agreement to an Affiliate or successor. Customer may assign only with QuoteIt's prior written consent, except to a successor to substantially all assets/business.
• Force Majeure: Neither party is liable for delays beyond reasonable control (except payment obligations).
• Independent Contractors: Parties are independent contractors; no partnership, joint venture, or agency is formed.
• Severability: Unenforceable provisions will be modified to the minimum extent necessary; remaining provisions remain in effect.
• Entire Agreement: This Agreement and Order Forms are the entire agreement regarding the Services and supersede prior discussions. Customer purchase order terms do not apply unless expressly accepted in writing by QuoteIt.
• Governing Law: Laws of India, excluding conflict of law principles.
• Notices: Notices must be sent to the notice emails/addresses in the Order Form (or, if none, to legal@quoteit.me for QuoteIt and to Customer's Account email for Customer).
• Trade Controls: Customer will comply with applicable export, sanctions, and trade control laws regarding its use of the Services.

21) Definitions

• "Abusive Customer Content" means Customer Content that violates Section 5.2 (Restrictions) or QuoteIt Policies.
• "Account" means the administrative account QuoteIt provides to Customer to provision and administer the Services.
• "Administrator" means an Authorized User with administrative privileges in the Account or a Workspace.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "API" means QuoteIt's application programming interface(s).
• "API Key" means an access credential issued by QuoteIt for API use.
• "Audit Reports" means third-party audit reports (if any) concerning the Services' security controls.
• "Authorized Purchaser" means a Customer-designated Authorized User authorized to purchase additional Services (e.g., seats/usage) under the Account.
• "Authorized Users" means individuals Customer permits to access the Services under the Account, including Customer's employees and contractors, and (if permitted in an Order Form) Customer's client reviewers/approvers.
• "Beta Services" means services or features identified as alpha, beta, preview, early access, evaluation, or similar.
• "Claim" means any third-party claim, demand, suit, or proceeding.
• "Client" means an organization or individual on whose behalf an agency-type Customer uses the Services, where such use is permitted in the Order Form.
• "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") that is marked confidential or should reasonably be understood as confidential, including Customer Content and non-public aspects of the Services.
• "Customer Application" means Customer's application(s), product(s), or service(s) that integrate with the API.
• "Customer Content" means all data and materials submitted to, uploaded to, ingested by, or otherwise processed by the Services on Customer's behalf, including Input, Output, documents, prompts, instructions, persona materials, drafts, approvals, edits, metadata, and any other content Customer provides or directs QuoteIt to process.
• "Documentation" means user guides, API docs, and other documentation QuoteIt makes available to Customer, whether in-product or via quoteit.me (or other official QuoteIt channels).
• "Fees" means all fees and charges payable by Customer for the Services under an Order Form (or, if no Order Form exists, per QuoteIt's published pricing, if applicable).
• "Dispute" means any claim, controversy, or dispute arising out of or relating to this Agreement or the Services.
• "Improvement Data" means minimized, de-identified excerpts derived from eligible Customer Content as described in Section 6.4, used to improve generalized models/services.
• "Improvement Program" means the optional program described in Section 6.4 that permits QuoteIt to use Improvement Data to improve generalized models/services.
• "Initial Term" means the initial subscription term specified in an Order Form.
• "Input" means text, documents, prompts, instructions, and other materials submitted by Customer or Authorized Users to the Services.
• "IP Rights" means all intellectual property rights worldwide, including copyrights, trademarks, patents, trade secrets, and database rights.
• "Output" means content generated by the Services based on Input (e.g., quotes, press releases, interview answers, social posts, media inputs, and other drafts).
• "Persona" means a communication profile configured in the Services that represents the voice, style, and context-dependent communication behavior of a spokesperson, stakeholder (e.g., CEO, CTO, VP, spokesperson, etc.), or tone-dependent content, including any channel/context variants such as quote, press release, article, interview, social, etc.
• "Persona Artifacts" means data and materials created or derived from Customer Content and Customer usage to implement or improve a Persona within a Workspace, which may include style profiles and style guides, exemplar libraries, embeddings/vector representations, prompt representations, rules/configurations, adapters, fine-tuned weights, soft prompts, and related metadata and evaluation outputs.
• "Private Customization" means customization, fine-tuning, training of adapters/embeddings, or similar model customization performed exclusively for Customer (or a designated Client Workspace) as described in Section 7.3.
• "QuoteIt Policies" means QuoteIt's usage, safety, acceptable use, sharing/publication, and related policies referenced in this Agreement or made available at quoteit.me/policies (or successor URL) (as updated from time to time).
• "Renewal Term" means any renewal subscription term specified in an Order Form.
• "Security Emergency" means use of the Services that could reasonably result in a security risk, credible risk of harm, infringement of third-party rights, or material liability to QuoteIt, the Services, Customer, or a third party.
• "Security Measures" means QuoteIt's administrative, technical, and organizational measures designed to protect Customer Content and the Services, described in Section 9.
• "Services Term" means the Initial Term and any Renewal Term(s).
• "Third-Party Services" means products, services, content, integrations, connectors, or model APIs offered by parties other than QuoteIt that Customer elects to use with the Services.
• "Third-Party Service Terms" means any additional terms applicable to Third-Party Services.
• "Usage Limits" means seat/user limits, token/request limits, throughput/rate limits, storage limits, document/OCR/page limits, or other limits described in an Order Form, Documentation, or the Services.
• "Workspace" means a logical environment/tenant within the Services that may be used to separate data, users, Personas, and configurations (including, where enabled, separate workspaces for Clients).