Responsibility of Contributors.

If you post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
• your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
• your account is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your account name is not the name of a person other than yourself or company other than your own; and
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Empirical or otherwise.

By submitting Content to Empirical for inclusion on your Website, you grant Empirical a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your content. If you delete Content, Empirical will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, Empirical has the right (though not the obligation) to, in Empirical’s sole discretion (i) refuse or remove any content that, in Empirical’s reasonable opinion, violates any Empirical policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any insectionidual or entity for any reason, in Empirical’s sole discretion. Empirical will have no obligation to provide a refund of any amounts previously paid.

Payment & Quill Premium.

This Section applies to Administrators and Teachers. Certain features of the site require premium access (“Premium Features”, a part of the Services). Quill's lessons will always be free, but we reserve the right to charge for Premium Features including but not limited to student metrics, credit verification, and customer support. We will notify you before we implement a fee for these services, and if you wish to continue using these services, you will have to pay all applicable fees for such services.

Ordering Quill Premium.

You may place orders for Quill Premium by following the directions on the Website or otherwise contacting the Website. The Premium Features are subject to the restrictions set forth on the applicable order page. the Website may change the pricing for the Services (from time to time in its sole discretion) by updating the Website and without any additional notice to you, provided that any changes will not take effect until your subscription renews.

Order Duration and Quantity.

Unless otherwise noted in writing, Quill Premium is ordered on a per user per academic year basis. Unless otherwise noted in writing, Quill Premium subscriptions last through the duration of the academic year they are purchased for, or for a period not to exceed 12 months, at Empirical’s sole discretion. A user is defined as a any student account that utilizes, or is used as part of, Quill Premium at some point during the subscription.

Payment Terms

If you order Premium Features, you agree to pay the then-current applicable fee listed on the Website or otherwise agreed to in writing by the Website. The Website will automatically bill your payment method submitted in ordering Premium Features on the date of activation. Except as otherwise stated herein, all payments are non-refundable. You hereby authorize the Website to bill your payment method as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. If any fee cannot be charged to your payment method for any reason, the Website may provide you, via email, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then the Website may suspend the applicable Premium Features.

Termination

The Website reserves the right to terminate your use of the service for
each of these terms of service. Upon early termination of the Services by the Website, in the event that you have purchased Premium Features, the Website will refund to you a pro rata portion of fees for such Premium Services paid to the Website hereunder to the extent such fees are for Services that have not yet been rendered or made available to you. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.

Questions about Quill Premium.

If you have any questions about these clauses or Quill Premium, you may contact the Website or view our list of Questions and Answers (https://www.quill.org/premium).

Copyright Infringement and DMCA Policy.

As Empirical asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Quill violates your copyright, you are encouraged to notify Empirical. Empirical will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Empirical will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Empirical or others. In the case of such termination, Empirical will have no obligation to provide a refund of any amounts previously paid to Empirical.

Intellectual Property.

This Agreement does not transfer from Empirical to you any Empirical or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Empirical. Empirical, Quill, the Quill logo, and all other trademarks, service marks, graphics and logos used in connection with Quill, or the Website are trademarks or registered trademarks of Empirical or Empirical’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Empirical or third-party trademarks.

Changes.

Empirical reserves the right, at its sole discretion, to modify or replace any part of this Agreement. We will notify you by email of any changes made to this document. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Empirical may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination.

Empirical may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Quill account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties.

The Website is provided “as is”. Empirical and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Empirical nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability.

In no event will Empirical, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Empirical under this agreement during the twelve (12) month period prior to the cause of action. Empirical shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty.

You represent and warrant that (i) your use of the Website will be in strict accordance with the Empirical Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification.

To the extent permitted by law, you agree to indemnify and hold harmless Empirical, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Quill.org Terms of Service - Effective June 26th, 2025

The Website is owned and operated by Empirical Resolution, Inc. doing business as Quill.org (“ Quill.org ”). Quill.org is a U.S. 501(c)(3) non-profit organization. We own and operate the website www.quill.org , along with other sites, and offer various online services. This includes our APIs, website and applications, downloadable content, and any other products or services we might offer now or in the future. Together, we call all these our "Services."

You're entering into a legal agreement with us, Quill.org, when you use our Services. Whether you're just visiting our sites or actively using our Services, we'll refer to you as a "User" or collectively as "Users."

These Terms of Service, along with our Quill.org Privacy Policy (which apply depending on the Services you use) and any additional Guidelines (as defined below) (collectively, the “Terms”), set the rules for your use of our Services. Our Privacy Policies explain what personal information we collect, plus how we handle and share that information.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND THAT YOU HAVE READ THE QUILL.ORG PRIVACY POLICY .

IF YOU ARE SCHOOL PERSONNEL (AS DEFINED BELOW) AND YOU REGISTER A STUDENT USER (AS DEFINED BELOW), YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR INSTITUTION (AS DEFINED BELOW), AND YOU AGREE, ON BEHALF OF YOUR INSTITUTION, THAT THE STUDENT USER IS BOUND BY THE TERMS, UNLESS YOUR INSTITUTION HAS A SEPARATE WRITTEN SERVICE AGREEMENT WITH QUILL.ORG THAT ACCEPTS THESE TERMS ON BEHALF OF STUDENT USERS.

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION , INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION.

Definitions

The following capitalized terms have the meanings set out below and apply throughout these Terms:

“School Personnel” means teachers, school administrators, aides, principals, district staff, or any other individuals expressly authorized by a School or district to use Quill.org on the School’s or district’s behalf.

“Institution” means the educational organization (for example, a School or school district) that employs, contracts with, or otherwise authorizes School Personnel to use Quill.org.

“Student User” means a minor student who (a) accesses the Services under a School Account created by School Personnel or (b) accesses the Services under an account created by a Parent, legal guardian, tutor, or caregiver acting in a teacher role (e.g., homeschooling or private tutoring).  If the Student User is under 13 in the United States—or below the legal age of consent in the Student User’s country—additional COPPA requirements apply as set out in Section 3.

“Parent” means a parent or legal guardian of a Student User.

1. Eligibility

Access to our Services may be subject to restrictions based on the User’s age and location, and certain features are limited to specific types of Users. By selecting a specific account type or feature, you confirm that you meet any applicable eligibility criteria. You are responsible for complying with the terms relevant to the account type and related features, which are addressed in Section 2 (User Accounts) below and elsewhere in these Terms.

THE SERVICES ARE NOT AVAILABLE TO: (A) ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES BY QUILL.ORG, OR (B) ANY PERSONS UNDER THE AGE OF 13 (OR UNDER THE LEGAL AGE OF CONSENT IN YOUR COUNTRY) WHOSE REGISTRATION HAS NOT BEEN APPROVED BY SCHOOL PERSONNEL AS PERMITTED UNDER THE TERMS.

1.1. Acceptance.

By clicking the “Sign Up”, “I Agree” or similarly labeled button or by otherwise using or registering an account for the Services, you represent that (i) you are a U.S. resident at least 13 years of age, or (ii) you are not a U.S. resident, and are of legal age of consent to open an account under the laws of your country of residence , or (iii) your use of the Services has been approved by your school or teacher for school use (as explained in Section 3 (School Use)). You also represent that you have not been previously suspended or removed from the Services by Quill.org, and that your registration and your use of the Services is in compliance with any and all applicable laws.

2. User Accounts

Quill.org offers website accounts designed for students and teachers. This section includes terms relevant to specific account types made available to specific Users, including students and teachers.

2.1. User Account Terms

User accounts and use of the standard features of the Services are governed exclusively by these Terms and the applicable Privacy Policy. In order to use certain features of the Services, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Quill.org, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), then you agree to immediately notify Quill.org Support . You may be liable for the losses incurred by Quill.org or others due to any unauthorized use of your account.

2.2. Student Users

Any User may register for an account as a student. A ‘Student User’ means any minor student (for example, a K-12 learner) using the Services. If the Student User is under 13 in the United States—or under the legal age of consent in your country—additional COPPA requirements apply, and the Student User may not create an account without the consent and approval of their School, as explained in Section 3 (School Use). A Student User may use the Services if registered through certain educational organizations or, in certain cases, by School Personnel that have entered into a relationship directly with Quill.org, so long as the education organization has obtained Parent consent, or has complied with an exemption to parental consent requirements under applicable law. A Student User will only be permitted to use the Services for so long as Quill.org reasonably believes that such access has been consented to by the Student User’s Parent, or by School Consent (as discussed in Section 3 (School Use). Quill does not knowingly allow children under 13 to create accounts without school or verified parental involvement.

2.3. Teacher Accounts

The Services include certain features and tools designed for use by teachers. Persons over the age of 18 (or the age of majority in the jurisdiction in which you reside) who are employed in an official capacity as a school teacher (or other School Personnel as defined below) may register for a teacher account on the website. By signing up for a teacher account, you represent that you meet the foregoing eligibility criteria. Additional terms relating to use of our Services in the classroom are included in Section 3 (School Use) and Section 10 (Specific Account Functionality; AI-Enabled Features).

2.4. Parent, Tutor or Caregiver accounts

Parents, Tutors or Caregivers may sign up for Quill. These accounts are treated as teacher accounts with the same terms and conditions as teachers.

3. School Use

Quill.org may make available certain features and tools designed for use by teachers, school leaders, aides, principals, school administrators, school district administrators, or other similar school personnel ("School Personnel"), including productivity tools for independent use by School Personnel and features and tools that enable School Personnel to work with Students and other Users through the Services in order to provide such students with tutorial, educational and other education-related services as part of the school’s curriculum, and to review and evaluate educational achievement and progress of such Students. If you are School Personnel accessing the Services on behalf of a school, school district, or other similar educational institution (an "Institution"), the following terms apply to you:

3.1. Limitations on Use

The Services and website are provided to you for educational purposes as part of the school curriculum. You must use the Services and the website in compliance with all applicable laws, rules, and regulations. You are responsible for determining (and confirming) that your use of the Services and the website is permitted by your Institution and any applicable policies, including any school district and school policies. You acknowledge that our website and Services are provided as an educational aid and not as a substitute for your professional judgement in assessing student performance.

3.2. Responsibility for Consent and Notices

You and/or the Institution assume responsibility for obtaining any consents required from Parents, and for providing appropriate disclosures to Student Users and their Parents (as defined above) regarding Student use of the Services, our Terms, and our Privacy Policy. You agree to be bound by these Terms on behalf of the Student User.

IF YOU ARE SCHOOL PERSONNEL AND YOU REGISTER AN ACCOUNT FOR A Student User OR OTHER STUDENT FOR SCHOOL USE (EACH, A “STUDENT” OR “STUDENT USER”) OR DIRECT A STUDENT USER TO CREATE AN ACCOUNT FOR SCHOOL USE, YOU REPRESENT AND WARRANT THAT YOU HAVE EITHER RECEIVED EXPRESS CONSENT FROM SUCH STUDENT USER’S PARENT FOR REGISTRATION OF THE STUDENT USER AND DISCLOSURE OF RELATED INFORMATION TO QUILL.ORG OR THAT YOU (OR YOUR INSTITUTION) HAVE COMPLIED AND WILL COMPLY WITH ALL APPLICABLE REQUIREMENTS OF AN EXEMPTION FROM OR EXCEPTION TO PARENTAL CONSENT REQUIREMENTS (IF ONE IS AVAILABLE), NECESSARY FOR YOU TO REGISTER THE STUDENT USER FOR AN ACCOUNT ON THE WEBSITE AND, TO THE EXTENT NEEDED UNDER APPLICABLE LAWS, CONSENT TO QUILL.ORG’S USE OF INFORMATION YOU OR YOUR USERS DISCLOSE IN CONNECTION WITH THE REGISTRATION OF SUCH STUDENT USER AND USE OF THE SERVICES.

Quill.org reserves the right to request, at any time, that School Personnel (or the Institution) provide records of notice provided to, and consent provided by, Parents.

3.2.1. Compliance with U.S. Laws

If you are using our Services for School Use in the United States, you agree, individually and on behalf of the Institution, that:

(i) You shall comply with and provide any notices and obtain any consent required under the Family Educational Rights and Privacy Act and the U.S. Department of Education's implementing regulations at 34 CFR Part 99 (collectively, "FERPA"), the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”) and all other applicable laws, rules or regulations concerning the collection, use, and disclosure of personally identifiable information about Users in your Institution (collectively, "Applicable Privacy Law"), including providing disclosures to students registered and authorized to use Quill.org for school use ("Students" or “Student Users”) and their Parents regarding Student use of the Services, our Terms, and our Privacy Policy, and obtaining any consents required from Parents to extent required under COPPA FERPA, or other Applicable Privacy Law.

(ii) You will remain responsible for complying with all parental notice requirements and parental requests regarding collection, use and disclosure of Student’s personal information. We refer to this as "School Consent". If a Parent does not consent or rescinds School Consent, School Personnel or the Institution shall immediately notify Quill.org to discontinue that Student’s access to the Services and ensure that such Student’s information is no longer accessible through the Services. Under no circumstances will Quill.org be liable for the School Personnel’s failure to consult their school's authorities and administrators or for failing to obtain School Consent when required.

3.3. School Accounts

3.3.1. Identification of School Accounts

In order for accounts established for use in the classroom to be designated as “School Accounts," the accounts must be (1) created by School Personnel (for example, when a teacher creates the user name, login and password to establish School Accounts, or when the teacher rosters a class using Google Classroom, Clever, ClassLink, or similar Integrated Service (to the extent we support use of such Integrated Service)) , (2) created by a Parent, legal guardian, tutor, or caregiver acting in a teacher role for the Student (e.g., homeschooling or private tutoring) without any affiliation to a formal School, or (3) created by a Student User at the direction of School Personnel, in each case, using a school email address and associated with a school’s class on the Service. In each case, the account must be associated with a class on the Service (for example, when the adult creates the username, login, and password, or when a teacher rosters a class using Google Classroom, Clever, or a class-join code).

3.3.2. Use of Integrated Services in School Accounts

If you are School Personnel and you choose to allow your Students to log in on the Services using an Integrated Service, such as Google Accounts, ClassLink or Clever (to the extent we support use of such Integrated Service), you are responsible for educating your Students on the proper use of Integrated Services and protecting their accounts. See Section 10.1 (Integrated Service).

3.4. Institutional Services

Quill.org may enter into supplemental written agreements with school districts or similar education agencies with respect to use of the Services on a district-wide basis ("District Agreements"). Pursuant to District Agreements, we may provide additional services to school districts, and/or may provide additional undertakings to school districts with respect to the Services. If a School or district has a separate written service agreement with Quill.org, and any terms of that agreement conflict with the general Privacy Policy or Terms, the separate agreement will control to the extent of the conflict. Otherwise, these Terms remain in effect for all individual Users of the Services in the relevant district.

4. International Use

This section includes additional terms that apply to Users that habitually reside outside the United States of America, or international Users. Certain content or features may not be available in all regions, or may be available in the English language only. In addition to these terms, use of the Services outside the United States may be subject to applicable region-specific Guidelines or supplemental terms, which apply in addition to these Terms and take precedence over these Terms in the event of a conflict.

4.1. Compliance with Law

You agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18 (or under the age of majority in the jurisdiction in which you reside), you confirm that you have received parental consent, if required in your jurisdiction, to open an account for Services and enter into these Terms, and that your Parent has approved these terms on your behalf. Where Parent consent is required (including but limited to use within an Institution), it must be provided by a Parent or other person authorized to provide parent consent under the laws of your jurisdiction. Unless we have entered into a separate, mutually executed written agreement with you that says otherwise, we do not represent that our Services are appropriate or available for use in jurisdictions outside the United States. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render Quill.org in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Law.

4.2. Location of Data Processing

Quill.org operates the Services in the United States. If you choose to access our Services from locations outside the United States, you acknowledge and understand that Quill.org collects, transmits, uses, stores and processes content and data (including your personal information) in the United States.

4.3. Additional Consumer Rights May Apply

If you habitually reside outside the United States of America, you may have additional or different rights under applicable laws. For example, if you habitually reside in the European Union, the United Kingdom, or Australia, mandatory statutory consumer protection regulations in your country of residence may contain protections that are more beneficial for you. Where this is the case, statutory protections provided to you under the applicable laws of your jurisdiction of habitual residence shall apply to you, irrespective of the choice of New York law in our Terms or any conflicting provision of these Terms. Specifically, you may have additional or different rights under local law regarding resolution of Disputes (as defined in Section 18 below). You may have a right to file a Dispute before the competent court of your place of habitual residence or through a competent alternative dispute resolution mechanism such as the European Union’s Online Dispute Resolution Platform or any mechanism it may be replaced by in the future. To the extent required by applicable law, the binding arbitration clause of our Terms will not apply and any proceeding to enforce these Terms against you as a consumer must be brought in the courts of the jurisdiction in your habitual residence. In addition, contractual limitations of liability may be disregarded under applicable consumer rights laws in some jurisdictions, including in the European Union. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. Additionally, in certain jurisdictions, you may have the right to reasonable notice of actions we may take with respect to your account, or a right to appeal certain decisions that we may make impacting your use of our Services.

4.4. Export Compliance

You agree that you will not use, export, re-export, or re-transfer the Services except as authorized by the laws and regulations of the United States and any other applicable jurisdiction. Except as permitted by U.S. laws, the Services may not be exported, re-exported, or re-transferred to (i) any jurisdiction subject to comprehensive economic sanctions or trade embargoes enforced or administered by the United States or (ii) any person appearing on a restricted party list administered or enforced by the United States government, including, but not limited to, the United States Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons and the United States Department of Commerce’s Entity List or Denied Persons List (collectively, “Restricted Parties”). By using the Services, you represent and warrant that you are not a Restricted Party and you are not using the Services in violation of any U.S. export embargo, prohibition or restriction.

5. Privacy Policy; Supplemental Terms and Guidelines

5.1. Privacy Policy

Your privacy is important to Quill.org. Please read the Quill.org Privacy Policy carefully for information relating to Quill.org’s collection, use, and disclosure of your personal information. Among other things, our Privacy Policy explains how we treat your personal information and protect your privacy when you use our Services, and explain the procedures by which Student Users, and School Personnel may view, update, correct, or delete their account and personal information.

5.2. Supplemental Terms

In addition to these Terms, we may offer premium services or special programs or features which are subject to supplemental terms, which apply in addition to these Terms and take precedence over these Terms in the event of a conflict.

5.3. Supplemental Terms for Payment & Quill Premium

Certain features of the site require premium access (“Premium Features”, a part of the Services). We reserve the right to charge for Premium Features including but not limited to student metrics, credit verification, and customer support. We will notify you before we implement a fee for these services, and if you wish to continue using these services, you will have to pay all applicable fees for such services.

5.3.1. Ordering Quill Premium

You may place orders for Quill Premium by following the directions on the Website or otherwise contacting the Website. The Premium Features are subject to the restrictions set forth on the applicable order page. The Website may change the pricing for the Services (from time to time in its sole discretion) by updating the Website and without any additional notice to you, provided that any changes will not take effect until your subscription renews.

5.3.2. Order Duration and Quantity

Unless otherwise noted in writing, Quill Premium is ordered on a per user per academic year basis. Unless otherwise noted in writing, Quill Premium subscriptions last through the duration of the academic year they are purchased for, or for a period not to exceed 12 months, at Quill.org’s sole discretion. For a Quill Premium contract, a user is defined as any student account that utilizes, or is used as part of, Quill Premium at some point during the subscription.

5.3.3. Payment Terms

If you order Premium Features, you agree to pay the then-current applicable fee listed on the Website or otherwise agreed to in writing by the Website. The Website will automatically bill your payment method submitted in ordering Premium Features on the date of activation. Except as otherwise stated herein, all payments are non-refundable. You hereby authorize the Website to bill your payment method as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. If any fee cannot be charged to your payment method for any reason, the Website may provide you, via email, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then the Website may suspend the applicable Premium Features.

5.3.4. Termination of Quill Premium

The Website reserves the right to terminate your use of the service for each of these terms of service. Upon early termination of the Services by the Website, in the event that you have purchased Premium Features, the Website will refund to you a pro rata portion of fees for such Premium Services paid to the Website hereunder to the extent such fees are for Services that have not yet been rendered or made available to you. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.

5.3.5. Questions about Quill Premium

If you have any questions about these clauses or Quill Premium, you may contact the Website at privacy@quill.org or view our list of Questions and Answers ( https://www.quill.org/premium ).

5.4. Guidelines

When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific Services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms. You and your use of the Services (including use by your authorized Users) must comply at all times with these Terms.

6. User Content; License Grant

6.1. User Content and Ownership

The Services includes or may include in the future features that allow Users to post and/or publish questions, comments, notes, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Postings”) and provide input to Quill’s Learning Tools (“Input”), and receive output generated and returned by the Learning Tools based on the Input (“Output”) (together the Input and Output form “AI Content”) (together User Postings, User Code, and AI Content form “User Content”). You understand that whether or not such User Content is published, Quill.org does not guarantee any confidentiality with respect to any User Posting and User Code submissions. Consistent with Applicable Law, as between Quill.org and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Quill.org does not claim any ownership rights in or to such User Content.

You acknowledge that you are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content. For clarity, AI Content is User Content. See Section 10 for additional terms relating to use of AI-Enabled features to generate User Content.

6.2. License Grant to Quill.org

By posting, submitting or distributing User Content on or through the Services, you hereby grant to Quill.org a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free right and license to (a) host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed, to the extent consistent with Applicable Law and Quill.org’s Privacy Policy ). Such license is perpetual and irrevocable, except to the extent required to comply with Applicable Privacy Law relating to ownership and control of your personal information, including education records. With respect to School Accounts, consistent with Applicable Privacy Law, as between Quill.org and you, you (or your school, as applicable) retain all ownership rights you have in any User Content to the extent such content is an education record.

Without limiting our rights otherwise set forth in these Terms, by using the AI-Enabled Features, you hereby grant us a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid-up, sub-licensable (through multiple-tiers) license to access, use, modify, display, publicly perform, distribute, copy, create derivatives from (including derivative works of) and process any and all Inputs and Outputs (including any intellectual property contained therein or embodied thereby) to provide our Services to you and your authorized Users and to develop and improve the AI-Enabled Features for all Users.

6.3. De-Identification of Student Data Used for AI Development

6.3.1. De-identification standard.

Prior to using any User Content that constitutes an “education record” under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations, 34 C.F.R. Part 99 (“FERPA”), Quill.org irrevocably removes all direct and indirect identifiers so that the remaining information cannot reasonably be used to identify an individual student , consistent with 34 C.F.R. § 99.31(b).

6.3.2. Use of de-identified data.

Quill.org may use such de-identified data to develop, train, test, and improve the Services and the AI-Enabled Features described in Section 10. Because the data are de-identified, their use does not constitute a disclosure of education records under FERPA.

6.3.3. No re-identification.

Quill.org will not attempt, and will contractually prohibit its subprocessors from attempting, to re-identify any de-identified data or to merge it with other data sets in a manner that would reasonably permit identification.

6.3.4. Safeguards and audits.

Quill.org maintains administrative, technical, and physical safeguards designed to prevent re-identification and periodically audits its AI training pipelines to confirm ongoing compliance with this subsection.

6.3.5. Effect of data-deletion requests.

If Quill.org receives a valid request under FERPA, state law, or these Terms to delete an identifiable education record, Quill.org will ensure that any corresponding de-identified data cannot be linked back to the requesting student.

6.4. License Grant to Users

6.4.1. User Postings

By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by Quill.org on or through the Services.

6.4.2. Downloadable Content

The Services may permit you to download certain digital educational content ("Downloadable Content"). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Quill.org grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Content on devices owned or controlled by you, solely for your personal, non-commercial purposes. You agree not to (i) modify or create derivative works of the Downloadable Content (ii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Content, and (iii) remove any copyright and other proprietary notices on the Downloadable Content and all copies thereof.

6.5. Access to Your User Content

Quill.org may permit Users to share their User Content with a select group of other Users, or make their User Content public for all to view. You acknowledge and agree that, although Quill.org may provide certain features intended to allow you to restrict some User Content you create from others, Quill.org does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, Quill.org will use reasonable efforts to notify you pursuant to Section 18.1 (Notice) below. QUILL.ORG HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.

6.6. User Content Disclaimer

You understand that when using the Services you will be exposed to User Content from a variety of sources, and that Quill.org is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Quill.org with respect thereto. Quill.org does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Quill.org expressly disclaims any and all liability in connection with User Content.

6.7. Feedback

We encourage and welcome your feedback on our Services, including Pilots and Betas (as defined in Section 8.2). By submitting suggestions or other feedback related to our Services to us, you agree that we can (but do not have to) use and share such feedback for any purpose without compensation to you. We will honor any limits we agree to at the time we collect feedback. You may identify errors or bugs, provide suggestions on the user experience, and offer other ideas, suggestions, guidance, or other information related to our Services, Pilots and Betas. You and your authorized Users may provide Feedback within the Service (for example, when using our AI-Enabled Features, Users may label Quill Learning Tools Output with a thumbs up or thumbs down, as well as complete a survey). We may solicit Feedback from you and your authorized Users, via surveys, interviews, observations, or other interactions. Participation in surveys and interviews is optional. You understand that you will not receive any compensation for your feedback or suggestions. You grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate your feedback into our Services or to develop new features and services.

7. Digital Millennium Copyright Act

It is Quill.org’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Contact us at privacy@quill.org to submit a notice. Quill.org will promptly terminate without notice your access to the Services if you are determined by Quill.org to be a “repeat infringer.” A repeat infringer is a User who has been notified by Quill.org of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.

8. Proprietary Materials; Licenses

8.1. Proprietary Materials

The Services are owned and operated by Quill.org. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, training materials, professional learning resources, and all other elements of the Services (the “Services Materials”) are protected by United States and international laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Quill.org (including User Content provided to and owned by Users), and Quill.org reserves all rights therein and thereto not expressly granted by these Terms.

8.2. Access to Pilots and Betas; “As Is”; No Guarantees; No Representation or Warranties

8.2.1.

Quill.org may offer pilot programs (each a “Pilot”) or permit you and your authorized Users to access pre-release Services that are under development, prototype or experimental features (“Betas”). Pilots and Betas may be offered as part of pilot program terms or for limited periods.

8.2.2.

You acknowledge that (a) participation in a Pilot or use of Betas may allow you and your authorized Users to access such Pilot or Betas on a preview basis (including before it is made generally available on the website or included in Quill.org’s general service offerings); (b) Quill.org may still be testing, evaluating and improving Betas, including by collecting User and authorized User feedback, or for evaluation; as such, Betas are offered “as-is”; (c) participation in a Pilot or use of Betas is subject to these Terms and any additional terms Quill.org may specify; (d) Betas are still under development, may be inoperable or incomplete and are likely to contain errors or bugs; (e) Betas may never become generally available; (f) Quill.org does not commit to maintaining any Betas and may change or remove Betas at any time; (g) Quill.org is not obligated to provide support for Pilots or Betas; and (h) Quill.org is not responsible for authorized User’s reliance on Pilots or Betas. Authorized Users may stop use of Pilots and Betas at any time.

8.2.3.

Quill.org reserves the right to select participants, modify terms of participation, suspend access to the Pilots or Betas, or terminate the Pilot or Beta at any time, unless otherwise specified in the terms for a specific Pilot, to the full extent permitted by applicable law. If you accept the invitation to receive access to a Pilot or Beta, or otherwise use Beta features, you represent and warrant that you meet any criteria for participating in the Pilot or Beta (“Eligibility”). For so long as you have access to a Pilot or Beta, then this Section 8.2.3 applies.

8.2.4.

YOU ACKNOWLEDGE AND AGREE THAT PILOTS AND BETAS MAY FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE LIMITED FEATURES, MAY MAKE ERRORS, AND HAVE OTHER LIMITATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, QUILL.ORG IS PROVIDING PILOTS AND BETAS “AS IS'', AND QUILL.ORG DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT, LIABILITIES, AND INDEMNIFICATION OBLIGATIONS OF ANY KIND. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION 8.2.4 AND ANY OTHER TERMS, THIS SECTION 8.2.4 WILL SUPERSEDE SUCH TERMS WITH RESPECT TO PILOTS AND BETAS.

8.3. Licensed Educational Content

Quill.org may make available on the Services certain educational videos, exercises, and related supplementary materials that are owned by Quill.org or its third party licensors (the “Licensed Educational Content”). Quill.org grants to you a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Services by Quill.org solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Educational Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Educational Content to any third party.

8.3.1. Alternate Licenses

In certain cases, Quill.org or its licensors may make available Licensed Educational Content under alternate license terms, such as a variant of the Creative Commons License (as defined below) (each, an “Alternate License”). Where expressly indicated as such on the Services, and subject to the terms and conditions of these Terms, the applicable Licensed Educational Content is licensed to you under the terms of the Alternate License. By using, downloading, or otherwise accessing such Licensed Educational Content, you agree to comply fully with all the terms and conditions of such Alternate License.

8.3.2. Creative Commons License

Unless expressly otherwise identified on the Services with respect to a particular item of Licensed Educational Content, any reference to the “Creative Commons”, “CC” or similarly-phrased license shall be deemed to be a reference to the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 License (the “Creative Commons License”).

8.4. Non-Commercial Use

The Licensed Educational Content and Licensed Educational Code are intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any Alternate License for such Licensed Educational Content, the Licensed Educational Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Quill.org.

8.4.1. Impermissible Uses

Without limiting the generality of the foregoing, the following are types of uses that Quill.org expressly defines as falling outside of “non-commercial” use:

The sale or rental of (1) any part of the Licensed Educational Content, (2) any derivative works based at least in part on the Licensed Educational Content, or (3) any collective work that includes any part of the Licensed Educational Content;

Providing training, support, or editorial services that use or reference the Licensed Educational Content in exchange for a fee; and

The sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.

Use Characterization. Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user. Thus, a use of the Licensed Educational Content that does not require that users pay fees and that does not provide an entity with a commercial advantage is “non-commercial,” even if this use is by a commercial entity. Conversely, any use that involves charging users in connection with their access to the Licensed Educational Content is not “non-commercial,” even if this use is by a non-profit entity. As an example, a for-profit corporation’s use of the Licensed Educational Content for internal professional development or training of employees is permitted, so long as the corporation charges no fees, directly or indirectly, for such use. Conversely, as another example, a non-profit entity’s use of the Licensed Educational Content in connection with an fee-based training or educational program is NOT “non-commercial” and is not permitted.

8.5. Crediting Quill.org

If you distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Educational Content or any derivative works thereof, you must also provide the following notice prominently along with such Licensed Educational Content or derivative work thereof: “All Quill.org content is available for free at www.quill.org.”

9. Prohibited Conduct

YOU AGREE NOT TO:

Use any portion of the Services, website, or access to the Services or website (including AI-Enabled Features referred to in Section 10 below), to reproduce, duplicate, copy sell, resell or otherwise exploit, for any commercial use or purpose unless expressly permitted by Quill.org in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;

Except as expressly permitted under Sections 6.3 (License Grant to Users) and 8 (Proprietary Materials; Licenses) of these Terms, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;

Post, upload, generate, promote, or distribute any defamatory, discriminatory (including discriminatory references about religion, race, sexual orientation, gender, nationality, or ethnic origin), libelous, or inaccurate User Content or other content;

Post, upload, generate, promote, glorify, or distribute any User Content or other content or related activities that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, sexually explicit, harassing, threatening, embarrassing, distressing, invasive of another’s privacy, vulgar, hateful, hate speech, promoting of violence, self-harm, harm to others (individuals, society or organizations), hostility, misleading political speech or electoral or political campaign materials, false or misleading content, misinformation, malware, content intended to cause harm, or otherwise inappropriate;

Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, create accounts via bots or other automated means, mislead any person regarding whether Output generated by or through use of the Services is human-generated, or perform any other fraudulent activity;

Use the Services to commit any act of educational or academic dishonesty;

Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy lessons or other data from the Services;

Use the Services or the website, or any content, data, output, or other information received, derived, or otherwise harvested therefrom, to develop, create, train, fine-tune, test, align, or otherwise improve any machine learning algorithms or artificial intelligence models, whether directly or indirectly and whether for yourself or a third party;

Delete (or otherwise obscure or alter) the copyright or other proprietary rights notices on the Services or on any Licensed Educational Content, Licensed Educational Code, or User Content;

Assert, or authorize, assist, or encourage any third party to assert, against Quill.org or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content you have used, submitted, or otherwise made available on or through the Services;

Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, political campaign materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

Use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

Defame, harass, bully, abuse, threaten, or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;

Probe, scan, remove, circumvent, disable, damage, or otherwise interfere with or test the vulnerability of security-related features of the Services, Licensed Educational Content,

Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services, Licensed Educational Content, Licensed Educational Code, or User Content, or otherwise access, tamper with, or use non-public portions of the Services without our authorization;

Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law (in which case you must Contact Quill.org to give notice of the proposed activity and discuss alternative means to obtain the desired information from Quill.org) notwithstanding this limitation;

Modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Quill.org herein or to the extent the foregoing restriction is expressly prohibited by applicable law (in which case you must Contact Quill.org to give notice of the proposed activity and discuss whether Quill.org is willing to provide the desired derivative works); or

Intentionally interfere with or damage operation of the Services or any User’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks, any prompt injection attack, AI model jailbreak, or other attempt to interfere with intended functionality of the Services, or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

10. Specific Account Functionality; AI-Enabled Features

This section includes additional terms relevant to specific features or account functionality. Certain features and services may be limited by geographic restrictions and to Users who meet specific eligibility criteria relevant to the features and functionality offered. Supplemental terms and conditions may apply.

10.1. AI-enabled Features

10.1.1. Description

Quill.org offers certain artificial intelligence-enabled features, technologies and services in the Quill Learning Tools (collectively, “AI-Enabled Features”). These features use new artificial intelligence (“AI”) technologies that are at an early stage of development, as discussed below. Use of AI-Enabled Features is also addressed in Section 6.2 (License Grant to Quill.org, Section 9 (Prohibited Conduct) and 16.2 (Warranty Disclaimer; AI-Enabled Services).

10.1.2. Teacher Access

School Personnel are responsible for determining (and confirming) that your use of AI-enabled Features is permitted by your school's policies.

10.1.3. User-Generated Content.

You (and your authorized Users) may provide input (including summary, text, instructions, or other content you make available) to any AI-Enabled Feature (“Input”), and receive output generated and/or provided by an AI-Enabled Feature based on the Input (“Output”). Input and Output are collectively “AI Content”. AI Content is subject to the terms applicable to User Content set forth in Section 6 (User Content; License Grant). For clarity, AI Content constitutes User Content. See section 6.3 for our de-identification commitments when such content is used for AI development” You acknowledge that due to the nature of machine learning and the technology powering AI-Enabled Features, Output may not be unique, and an AI-Enabled Feature may generate the same or similar output for you or your authorized Users as it provides to other Users. For clarity, Outputs for other Users are not considered your (or your authorized Users’) User Content. You also acknowledge and agree that any Outputs may not be protectable under copyright or other intellectual property, proprietary, or other law. We make no warranties or representations, express or implied, that Outputs are protectable under any law. Without limiting these Terms, you are solely responsible for the Input that you and your authorized Users provide and for the use of Output by you and your authorized Users, including for ensuring that you or they have rights to submit the Input and that use of Input does not infringe upon the intellectual property rights of others or violate any applicable law or these terms.

Quill.org reserves the right, but does not have any obligation, in the exercise of its reasonable judgement, to determine whether any AI Content violates our Prohibited Conduct terms, and can refuse, remove, or edit such AI Content, and may remove access to any AI-Enabled Feature at any time to the full extent permitted by applicable law, for non-compliance with these Terms.

10.1.4. AI-Enabled Features Subject to Change.

AI-Enabled Features include new technologies and features that are at an early stage of development (that is, they are “Beta” features, as described in Section 8.2), some of which are still being, and will continue to be, developed and tested, are known to make errors and to provide incorrect information at times, and may have other bugs. Any AI-Enabled Feature may not become fully developed or generally available. Furthermore, the laws and regulations governing artificial intelligence and related technology are uncertain and evolving, and the ability to use the AI-Enabled Features and/or Outputs may be adversely impacted in the future. Quill.org may change, add, or remove specific AI-Enabled tools, features, elements or portions thereof at any time without any liability to you, and we do not commit to maintaining any AI-Enabled Feature, including any specific tools, features, elements or portions thereof.

10.2. Guidelines on Use of AI-Enabled Features.

10.2.1. Incorporated Guidelines; Responsible Use.

Use of AI-Enabled Features is subject to these Terms and any additional posted Guidelines we provide. It is your obligation to educate yourself and your authorized Users, as may be applicable, on responsible use of AI in general, and generative AI specifically when using AI-Enabled Features. We strongly encourage you to require authorized Users to review any Guidelines, including those provided pursuant to this Section 10.4, prior to accessing any AI-Enabled Feature. For instance, authorized Users should be aware that AI-Enabled Features may make mistakes and the authorized User needs to fact check the Output (as defined in Section 10.3.3). The you and your authorized Users are responsible for conducting human review of Outputs and double-checking Outputs with reputable sources to confirm that such Outputs are accurate, lawful and otherwise appropriate and permissible under these Terms and that they have adequate rights to use such Outputs before relying on them.

10.2.2. School Personnel Use.

School Personnel should apply their judgment and discretion, and their school policies regarding use of AI in use of all AI-Enabled Features and their activities (including but not limited to essay features, if applicable) and should not rely solely (nor predominantly) on a feature for assessment or evaluation purposes or to otherwise make decisions about a Student or School Personnel. AI-Enabled Features are tools intended to assist School Personnel and are not a replacement for the unique role of humans. As a part of AI-Enabled Features, we make training resources available for School Personnel to learn about AI-Enabled Features and use of AI within education. We also recommend School Personnel view our AI courses on our website.

10.2.3. Privacy Guidance.

AI-Enabled Features enable Users to interact with a “large language model” (commonly referred to as an “LLM”), an AI tool developed and maintained by one or more third-party LLM developers. While AI-Enabled Features place some constraints on use of the underlying model, such constraints are still, and will continue to be, in development and cannot be relied upon to screen User queries or filter responses that are returned to users. The AI-Enabled Features are not intended to be used to process proprietary or personally identifiable information. YOU ARE ADVISED NOT TO (AND YOU MUST INSTRUCT YOUR AUTHORIZED USERS NOT TO) INCLUDE ANY PROPRIETARY OR PERSONALLY IDENTIFIABLE INFORMATION IN INPUTS SUBMITTED TO ANY AI-ENABLED FEATURE.

10.2.4. Personal Use and Sharing.

AI-Enabled Features are intended for personal use and not to generate content for publication. You and your authorized Users may choose to share AI Content the User generates for any legal, personal, non-commercial purpose, under the following conditions: (i) the role of AI in formulating the content is clearly and prominently disclosed; (ii) the content is attributed to the authorized User by name, or your organization; (iii) topics of the content do not violate our terms on Prohibited Conduct; and (iv) the authorized User directly reviews the AI Content to ensure compliance with these Terms. We kindly ask that you and your authorized Users refrain from sharing Outputs that may offend others.

11. Third Party Sites, Products and Services; Links

The Services may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Quill.org does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Use of Reference Sites is subject to the terms and conditions of the relevant Reference Site. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.

12. Modification of the Terms

12.1. General.

Upon opening an account, you accept the Terms in the form posted on our website. Quill.org reserves the right to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes that are made after you open your account. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, Quill.org will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the website, and such amended terms will be effective against you on the earlier of (i) your actual notice of such changes and (ii) thirty days after Quill.org makes reasonable attempt to provide you such notice. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you must discontinue your use of the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

12.2. School Accounts

The following provisions apply to School Accounts in addition to the provisions set forth in Section 12.1 (General) above. If a change with respect to how personal information contained in education records is used or shared has a material adverse impact on Student Users or an Institution, and the Institution does not agree to the change, the Institution must notify Quill.org within thirty days of receiving the notice of change as described under Section 18.1 (Notice) below. If Quill.org is notified as required, then the School Accounts held by that Institution will remain governed by the Terms in effect immediately prior to the change (other than changes addressing new functions for a service or made for legal reasons) until the end of the then current term of the Institution's written service agreement with Quill.org, or, in the absence of such an agreement, the end of the current school term. If the Services are renewed or continued after such time, they will be renewed or continued under Quill.org's then-current Terms.

13. Term and Termination

13.1. Term

These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.

13.2. Termination by Quill.org

13.2.1.

We provide access to our website and most of our Services free of charge, thanks in part to the generosity of our donors. While we will make reasonable efforts to inform Users of any termination or our Services or any material portion of our Services, we reserve the right to terminate or change our Services and features as circumstances may warrant to the full extent permitted by applicable law.

13.2.2

If we determine that you are using the Services in a manner that is not in compliance with these Terms, Quill.org may: (a) restrict, suspend or terminate: (i) any account (or any part thereof) you may have with Quill.org or (ii) your use of the Services, and (b) remove and discard all or any part of your account, User profile, and User Content, at any time, in each case subject to applicable law. You agree that, to the full extent permitted by law, (i) any termination of your access to the Services or any account you may have (or portion thereof), may be affected without prior notice, and (ii) Quill.org will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Quill.org may have at law or in equity. As discussed herein, Quill.org does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.

13.2.3.

If we determine that your Quill.org account is inactive, we may delete the account in accordance with our inactive account policy.

13.2.4.

If Quill.org is unable to provide any specific feature (including but not limited to AI-Enabled Features) by reason of being unable to obtain access to Services required to provide the feature, or by reason of any law, regulation or administrative order, or by reason of any other cause beyond its reasonable control, Quill.org may modify, suspend or terminate access to such features as such time as is reasonably necessary to address the cause.

13.3. Termination by You

Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) Guidelines, (iv) any policy or practice of Quill.org in operating the Services, or (v) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your account with the Services and discontinuing use of any and all parts of the Services.

13.4. Responsibility for Pre-Termination Activity

Termination of the Terms as to any User account will not limit Quill.org’s rights and remedies regarding any breach of these Terms occurring prior to such termination.

14. Representations and Warranties

You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that (i) infringes, violates or misappropriates another's intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Quill.org in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws (collectively, "Applicable Law"); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise Prohibited Conduct as defined in Section 9 of these Terms; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Quill.org the rights in these Terms; (ii) you will comply with Applicable Laws in connection with your use of the Services; and (iii), if you are School Personnel, you understand that you are responsible for providing notices and obtaining consents (if any) required by Applicable Laws for students to use the Services or to provide User Content, including, for U.S. schools, compliance with any applicable provisions of FERPA and COPPA when using School Consent.

15. Indemnification

To the extent permitted by applicable law, you will indemnify, and defend, and hold harmless Quill.org, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third party suppliers, licensors, and partners (collectively, “Quill.org Parties") from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third party relating to or arising out of (i) your access to, and use of the Services that is not fully in accordance with these Terms; (ii) your failure to comply with Applicable Laws in connection with your use of the Services (including any failure to obtain or provide any required consent or notice); and (iii) your User Content, including the infringement by you or any third party using your account or School Accounts of any intellectual property right of any person or entity, to the extent the alleged claim or demand is caused by your foregoing User Content. Quill.org reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Quill.org, and you are to cooperate with Quill.org’s defense of these claims. You agree not to settle any such matter without the prior written consent of Quill.org.

16. Warranty Disclaimers

16.1. Warranty Disclaimers

THE SERVICES, WEBSITE, AND ANY ASSOCIATED CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, USER CONTENT, AND ALL DATA AND INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR SERVICES (COLLECTIVELY, THE "QUILL.ORG OFFERINGS"), ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. THE QUILL.ORG PARTIES DO NOT WARRANT THAT THE QUILL.ORG OFFERINGS WILL MEET OR BE CORRECTED TO MEET YOUR REQUIREMENTS OR EXPECTATIONS, BE TO YOUR LIKING, BE TIMELY, SECURE, ACCURATE, OR BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE WEBSITE (INCLUDING THROUGH ANY API’S) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE QUILL.ORG PARTIES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND REGARDING THE QUILL.ORG OFFERINGS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, PERFORMANCE, AVAILABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16.2. AI Enabled Features

YOU ACKNOWLEDGE AND AGREE THAT OUTPUT FROM THE AI-ENABLED FEATURES MAY INCLUDE ERRORS (INCLUDING WITHOUT LIMITATION MATH ERRORS), MAY REFLECT BIASED, INCOMPLETE OR INCORRECT INFORMATION, MAY PROVIDE OBJECTIONABLE OR OFFENSIVE RESPONSES, MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE AI MODEL WAS TRAINED, AND HAVE OTHER LIMITATIONS. YOU SHOULD NOT RELY ON THE FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT MAY APPEAR ACCURATE DUE TO ITS DETAIL OR SPECIFICITY BUT CONTAIN MATERIAL INACCURACIES.

16.3. Limitations by Applicable Law

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

17. Limitation of Liability and Damages

17.1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE QUILL.ORG PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR THE QUILL.ORG OFFERINGS, OR (iii) ANY OTHER INTERACTIONS WITH QUILL.ORG OR ANY THIRD PARTY THROUGH OR IN CONNECTION WITH THE QUILL.ORG OFFERINGS, INCLUDING OTHER USERS, EVEN IF QUILL.ORG OR A QUILL.ORG PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE QUILL.ORG PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17.2. Limitation of Damages

IN NO EVENT WILL THE QUILL.ORG PARTIES' TOTAL AGGREGATE LIABILITY TO YOU, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS, YOUR USE OF ANY QUILL.ORG OFFERING, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF ACTUAL AMOUNT PAID BY YOU TO QUILL.ORG, IF ANY, DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100). FOR CLARITY, IF YOU ARE ACCESSING THE SERVICES FOR SCHOOL USE OR ON BEHALF OF AN INSTITUTION, THIS AGGREGATE CAP ON LIABILITY WILL BE MEASURED BY THE AMOUNT PAID BY YOUR SCHOOL OR INSTITUTION TO QUILL.ORG IN THE PRECEDING TWELVE MONTHS (OR SIMPLY ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENT), AND APPLIES TO ALL DAMAGES, LOSSES AND CAUSES OF ACTION SUFFERED BY YOU, YOUR SCHOOL, OR INSTITUTION, AND ALL OTHER USERS FROM YOUR SCHOOL OR INSTITUTION, COLLECTIVELY.

17.3. Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT QUILL.ORG HAS OFFERED THE SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND QUILL.ORG, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND QUILL.ORG. QUILL.ORG WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

17.4. User Interactions and Release

17.4.1. User Disputes.

Quill.org is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other Users of the Services, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.

17.4.2. Release.

If you have a dispute with one or more Users, you release us (and the Quill.org Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under applicable law.

18. Miscellaneous (Including Dispute Resolution and Arbitration)

18.1. Notice

Quill.org may provide you with notices, including those regarding changes to the Terms, by email, regular mail, postings on the website or Services, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Quill.org is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such a case, notice will be deemed given three days after the date of mailing. Notices posted on the website or Services are deemed given 30 days following the initial posting. Any notices directed to Quill.org shall be sent by first class U.S. Mail to Quill.org at 41 East 11th Street, 11th Floor, New York, NY 10003 with a copy sent by email to privacy@quill.org.

18.2. Waiver

The failure of Quill.org to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Quill.org.

18.3. Governing Law

The Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.

18.4. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. EXCEPT AS REQUIRED BY APPLICABLE LAW OTHERWISE SPECIFIED IN APPLICABLE SUPPLEMENTAL TERMS, BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION. TO THE FULLEST EXTENT PERMITTED BY LAW, IF A DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.

18.4.1. Generally.

In order to expedite and control the cost of disputes, Quill.org and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute”) will be resolved as follows to the fullest extent permitted by law:

18.4.2. Notice of Dispute.

In the event of a Dispute, you or Quill.org must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute”). You must send any Notice of Dispute by first class U.S. Mail to Quill.org at 41 East 11th Street, 11th Floor, New York, NY 10003 with a copy sent by email to privacy@quill.org. Quill.org will send any Notice of Dispute to you by first class U.S. Mail to your address if Quill.org has it, or otherwise to your email address. You and Quill.org will attempt in good faith to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Quill.org may commence arbitration.

18.4.3. Binding Arbitration.

Any Dispute which has not been resolved by negotiation as provided herein within sixty (60) days or such time period as you and Quill.org may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 18.4 (Dispute Resolution and Arbitration). The U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 18.4. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes except those specified in Section 18.4.6 below, will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. The place of arbitration shall be New York, New York. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

18.4.4. Class Action Waiver.

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Quill.org will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You may file a Dispute only on your own behalf and cannot seek relief that would affect other Users. If there is a final judicial determination that any particular Dispute cannot be arbitrated in accordance with the limitations of this Section 18.4 (Dispute Resolution and Arbitration), then only that Dispute may be severed and brought in court. All other Disputes remain subject to this Section 18.4 (Dispute Resolution and Arbitration).

18.4.5. Arbitration Procedures.

A demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with (i) the mandatory Notice of Dispute procedure above and (ii) all of the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would. Any arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time the Dispute is filed, except as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Procedures”). You may request a telephonic or in-person hearing by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by JAMS is unavailable, Quill.org and you agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service shall apply the JAMS Rules. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief to you only individually, and only to the extent required to satisfy your individual claim. The arbitrator may consider but will not be bound by rulings in other arbitrations where you and Quill.org were not both parties.

18.4.6. Arbitrator’s Jurisdiction.

The arbitrator will have the power to rule on all issues except that a court has authority (i) to decide arbitrability issues, as well as disputes relating to the formation, existence, scope, validity, and enforceability of this Arbitration Agreement; (ii) to decide whether the parties have complied with the Notice of Dispute process; (iii) to enforce the prohibition on class or representative actions or proceedings; (iv) to enjoin an arbitration from proceeding if it does not comply with this the terms of this Arbitration Agreement; and (v) to award injunctive or other equitable relief to protect or enforce either party’s intellectual property rights.

18.4.7. Arbitration Fees.

Whoever files the arbitration will pay the initial filing fee. If Quill.org files, then Quill.org will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

18.4.8. Filing Period.

To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur, except that the period is tolled during the 60-day Notice of Dispute process described above. If a Dispute is not filed within one year, it is permanently barred.

18.4.9. Venue.

In the event that any Dispute cannot be resolved by binding arbitration in accordance with this Section 18.4 (Dispute Resolution and Arbitration), you agree that such Dispute will be filed only in the state or federal courts in and for New York, New York, and each of you and Quill.org hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating any such action. Notwithstanding this, Quill.org shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.

18.5. Severability

If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

18.6. Assignment

The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Quill.org’s prior written consent, but may be assigned by Quill.org without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.

18.7. Survival

Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5.1 (Privacy Policy), 6 (User Content; License Grant), 7 (Digital Millennium Copyright Act), 8 (Proprietary Materials; Licenses), 9 (Prohibited Conduct); 12.1 (Modification of the Terms; General); 13.2 (Termination by Quill.org); 13.5 (Responsibility for Pre-Termination Activity); 14 (Representations and Warranties); 15 (Indemnification); 16 (Warranty Disclaimers); 17 (Limitation of Liability; Damages); and 18 (Miscellaneous (Including Dispute Resolution and Arbitration).

18.8. Headings

The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.

18.9. Entire Agreement

The Terms, the Privacy Policy and Guidelines constitute the entire agreement between you and Quill.org relating to the subject matter herein and will not be modified except in writing, signed by both parties, pursuant to supplemental terms as set forth in Section 5.2 (Supplemental Terms), or by a change to the Terms, Privacy Policy or Guidelines made by Quill.org as set forth in Section 12 (Modification of the Terms) above.

18.10. Disclosures

The Services are hosted in the United States, and the Services provided hereunder are offered by Quill.org: 41 East 11th Street, 11th Floor, New York, NY 10003.