The Rules of
Engagement.

Acceptance of Terms

By accessing the Services, registering an account, or signing an order form, statement of work, or other commercial agreement that references these Terms, you agree to be bound by them. Where you have entered into a separately negotiated written agreement with Quills AI ("Master Agreement"), the Master Agreement controls to the extent it conflicts with these Terms.

Definitions

• "Customer Data" — any data, content, video, image, or other materials you or your end users upload to, transmit through, or process with the Services.
• "Documentation" — any user guides, technical specifications, or API references we make available for the Services.
• "Order Form" — a written or electronic ordering document executed between you and Quills AI specifying the Services, fees, and term.
• "Output" — the inferences, detections, classifications, or other outputs generated by the Services from Customer Data.
• "Subscription Term" — the period during which you are entitled to use the Services as specified in the applicable Order Form.

Eligibility & Account

You must be at least 18 years old and capable of entering into a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised access or breach.

You agree to provide accurate, current, and complete information during registration and to keep it updated.

License & Use of Services

Subject to these Terms and timely payment of all fees, Quills AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and Documentation during the Subscription Term, solely for your internal business purposes.

Any rights not expressly granted are reserved by Quills AI. Open-source components, if any, are licensed under their respective licenses.

Acceptable Use

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying models of the Services, except where this is permitted by applicable law;
• Copy, modify, distribute, sell, lease, or sublicense the Services or Documentation;
• Use the Services to build a competing product or service;
• Use the Services to process content that is unlawful, infringing, defamatory, or harmful to others;
• Deploy the Services in any context that violates the privacy or surveillance laws applicable to your jurisdiction, including unauthorised biometric monitoring or tracking of individuals;
• Circumvent or interfere with security, rate-limiting, or access controls;
• Use the Services for any high-risk activity where failure could lead to death, personal injury, or significant property or environmental damage, except under a separately negotiated written agreement that expressly permits such use;
• Use the Services in violation of applicable export control or sanctions laws.

We may suspend access immediately if we reasonably believe you are violating this section, while we investigate.

Customer Data

Your data, your responsibility. You retain all right, title, and interest in and to Customer Data. You grant Quills AI a limited, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely as necessary to provide and improve the Services and as permitted by our Privacy Policy.

You represent and warrant that:

• You have all rights, consents, and authorisations necessary to upload Customer Data and to permit Quills AI to process it as contemplated by these Terms;
• Customer Data does not violate any applicable law, third-party right, or contractual obligation;
• Where Customer Data includes personal information, you have provided required notices and obtained required consents from data subjects.

Where Quills AI processes personal data on your behalf, it does so as a data processor in accordance with the Privacy Policy and any applicable data processing agreement.

Intellectual Property

The Services, Documentation, and all underlying technology — including the software, models, algorithms, neural network architectures, and trade secrets — are and remain the exclusive property of Quills AI and its licensors. All right, title, and interest in and to the Services are reserved.

Output

As between you and Quills AI, you own the Output generated by the Services from your Customer Data, subject to the licenses you grant in Section 6.

Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant Quills AI a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, including improving the Services, without obligation to you.

Fees & Payment

Fees, billing frequency, and payment terms are set out in the applicable Order Form. Unless otherwise stated:

• Fees are exclusive of taxes, duties, and similar levies, which are your responsibility;
• Invoices are payable within thirty (30) days of the invoice date;
• Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law;
• All fees are non-refundable except as expressly stated in these Terms or required by law;
• We may suspend or terminate the Services if payment is materially overdue and not cured within fifteen (15) days of written notice.

Confidentiality

Each party may disclose to the other information that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will:

• Use the Confidential Information solely to perform under these Terms;
• Protect it with at least the same standard of care it uses for its own confidential information of like importance, and in any event no less than reasonable care;
• Not disclose it to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was already known to the receiving party, is independently developed, or is required to be disclosed by law (subject to reasonable advance notice where permitted).

Warranties & Disclaimers

Each party represents and warrants that it has the legal authority to enter into these Terms.

Quills AI warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. Your sole and exclusive remedy for breach of this warranty is for Quills AI to use commercially reasonable efforts to correct the non-conformity, or, if it is unable to do so, to terminate the affected Services and refund any pre-paid, unused fees.

Except as expressly stated above, the Services are provided "AS IS" and "AS AVAILABLE".

To the maximum extent permitted by law, Quills AI disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted, error-free, or that any Output will be accurate, complete, or suitable for any particular use. Computer vision and machine learning systems are inherently probabilistic; you are responsible for validating Output before relying on it for any consequential decision.

Indemnification

By Quills AI

Quills AI will defend you against any third-party claim alleging that the Services, when used as authorised under these Terms, infringe a valid intellectual property right enforceable in India, and will pay damages and costs finally awarded against you (or agreed in settlement).

This obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Services made by anyone other than Quills AI; (c) combination of the Services with anything not provided by Quills AI; or (d) use of the Services in violation of these Terms.

By You

You will defend Quills AI against any third-party claim arising from (i) Customer Data, (ii) your use of the Services in violation of these Terms or applicable law, or (iii) your products, services, or business operations into which you have integrated the Services, and pay damages and costs finally awarded.

Procedure

Each party's indemnity obligation is conditioned on the indemnified party promptly notifying the indemnifying party in writing, granting sole control of the defence and settlement, and providing reasonable cooperation.

Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, data, or goodwill, even if advised of the possibility of such damages.
• Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Quills AI for the Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

The limitations in this section do not apply to: (a) breaches of Section 9 (Confidentiality) involving misappropriation of intellectual property; (b) a party's indemnification obligations under Section 11; (c) liability that cannot be limited under applicable law; or (d) a party's fraud, gross negligence, or wilful misconduct.

Term & Termination

These Terms commence on the date you first accept them and continue until all Subscription Terms have ended or these Terms are otherwise terminated.

Either party may terminate these Terms or any Order Form for cause if the other party materially breaches and fails to cure the breach within thirty (30) days of written notice. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or ceases business operations.

Effect of Termination

• Your right to access the Services ends immediately on termination;
• You will pay any fees accrued up to the effective date of termination;
• Quills AI will, on written request received within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format. Thereafter, Quills AI may delete Customer Data as part of its standard data lifecycle;
• Sections that by their nature are intended to survive termination (including IP, Confidentiality, Warranties & Disclaimers, Indemnification, Limitation of Liability, and Governing Law) will survive.

Modifications

We may modify these Terms from time to time. Material changes will be communicated through the Services or via email at least thirty (30) days before they take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the modified Terms, your sole remedy is to stop using the Services and, if you have a paid subscription, to terminate for convenience without further fee obligation for any unused, pre-paid period.

We may modify the Services from time to time, including by adding, removing, or altering features, provided we do not materially diminish the core functionality of a Service during a paid Subscription Term.

Governing Law & Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-laws principles. Subject to the dispute resolution procedure below, the courts at Gautam Buddha Nagar (Noida), Uttar Pradesh, India have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

Pre-Litigation

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation between senior representatives for at least thirty (30) days. If the dispute is not resolved, either party may proceed.

Arbitration (Optional)

The parties may, by mutual written agreement, refer any dispute to binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual consent, with the seat at Noida and proceedings in English.

General Provisions

• Entire Agreement. These Terms, together with any Order Form, Documentation incorporated by reference, and the Privacy Policy, constitute the entire agreement between you and Quills AI relating to the Services and supersede prior or contemporaneous agreements on the same subject matter.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• No Waiver. Failure to enforce any provision is not a waiver of the right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, internet or utility outages, or acts of government.
• Independent Contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to Quills AI must be sent in writing to the address in Section 17. Notices to you may be given via email or through the Services.

Contact

Questions about these Terms? Contact us at: