Product Terms

1. Agreement and Orders

1.1 Orders and Customer. These Product Terms are entered into between Quivly, Inc. ("Quivly") and the customer identified in an Order ("Customer"). An "Order" is an ordering document signed by both parties that references these Product Terms, or a plan Customer purchases through a Quivly checkout flow together with Quivly's confirmation. "Customer" is the legal entity that enters into the Order. The individual who signs or accepts an Order on behalf of an entity represents that they have authority to bind it. Quivly and Customer are each a "Party."

1.2 Relationship to the Terms of Service. Quivly's Terms of Service govern use of Quivly's website and use of Quivly without an Order. Once an Order is in effect, the Agreement (defined in Section 15.4) governs Customer's purchase and use of the Services under that Order and controls over the Terms of Service if they conflict.

1.3 Workspaces. An Order covers the Quivly workspace named in or associated with it. Separate workspaces or affiliates require their own Order unless the Order states otherwise.

2. Quivly Platform and Professional Services

2.1 Services. Subject to this Agreement, Quivly will provide Customer with (a) access to Quivly's hosted customer intelligence platform and AI agents for post-sale teams, including Customer 360, health scoring, Radar, Actions Feed, Ask Quivly, Notebooks, Projects, AI agents, API, and MCP (Model Context Protocol) features included in the Order (the "Quivly Platform"), and (b) any implementation, onboarding, configuration, training, or similar services described in the Order ("Professional Services"). The Quivly Platform and Quivly's product documentation at docs.quivly.ai ("Documentation") are together the "Quivly Technology," and the Quivly Technology and Professional Services are together the "Services." Available features depend on Customer's plan, integrations, permissions, and configuration.

2.2 Users. Only Customer's employees and contractors whom Customer invites to its workspace ("Users") may access the Quivly Platform, each through their own login. Customer will keep logins, API keys, MCP keys, OAuth tokens, and other credentials confidential, and is responsible for its Users' acts and omissions and for activity under its credentials, except to the extent caused by Quivly's breach of this Agreement. Customer will promptly notify Quivly at support@quivly.ai if it believes a credential has been compromised.

2.3 Restrictions. Customer will not, and will not allow anyone else to:

• resell, sublicense, or white-label the Quivly Technology, or use it to provide services to third parties;
• use the Quivly Technology or Outputs to develop a competing product or service;
• reverse engineer, decompile, or attempt to derive the source code, models, prompts, or internal pipelines of the Quivly Technology, except to the extent applicable laws, rules, and regulations ("Laws") prohibit this restriction;
• modify, copy, or create derivative works of the Quivly Technology, or remove proprietary notices;
• interfere with the Quivly Technology, circumvent authentication, tenant boundaries, rate limits, or metering, or conduct security or penetration testing without Quivly's prior written authorization;
• transmit viruses, malware, or other harmful code; or
• use the Quivly Technology in violation of Laws or in excess of the limits in the Order or Documentation.

2.4 Account capacity and usage limits. An Order may include limits, such as a number of tracked customer accounts, seats, AI credits, or API or MCP calls. Unless the Order says otherwise, an "Account" means a customer organization of Customer that is tracked in the Quivly Platform, not a user login. When a limit is reached, Quivly may pause or decline new work for that feature until the limit renews or Customer purchases more capacity. Reaching a limit does not by itself authorize an additional charge; additional fees apply only where an Order or accepted purchase states them.

2.5 Beta and evaluation use. Quivly may offer free trials, pilots, design-partner programs, or features identified as alpha, beta, or preview ("Evaluation Services"). Evaluation Services are provided "AS IS," may change or end at any time, and are excluded from Quivly's warranties in Section 9.2, the service levels in Section 4, and Quivly's indemnification obligations in Section 12.1. Section 5 still applies to Customer Data used in Evaluation Services.

2.6 Professional Services. Quivly will perform any Professional Services as described in the Order. Where Professional Services require access to Customer's systems, accounts, or materials, Customer will provide that access in a timely manner, and Quivly is excused from any delay caused by Customer not doing so. Quivly will access Customer's systems only as needed to perform under this Agreement and only through qualified personnel. Professional Services are provided once and do not renew unless the Order says otherwise.

3. Third-Party Platforms

The Quivly Technology connects to products and services that Quivly does not provide, such as CRMs, support desks, billing systems, data warehouses, call recorders, email, Slack, and external AI or MCP clients that Customer authorizes ("Third-Party Platforms"). Customer's use of a Third-Party Platform is governed by Customer's agreement with its provider. Quivly is not responsible for the security, availability, or functionality of Third-Party Platforms, or for how their providers handle data.

By connecting a Third-Party Platform, Customer authorizes Quivly to access it and exchange Customer Data with it within the permissions Customer grants, including the reads, updates, messages, and other actions that Customer or its configured agents request. Customer will not grant broader access than its intended use requires. Disconnecting a Third-Party Platform stops future access through that connection within a commercially reasonable period; it does not by itself delete data already imported. A Third-Party Platform may change or block Quivly's access, and Quivly does not warrant that any integration will remain available. The cloud and AI model providers that Quivly engages to deliver the Services are Quivly's subcontractors under Section 15.8, not Third-Party Platforms.

4. Support and Service Levels

4.1 Support. During the Term, Quivly will provide technical support through a shared Slack channel or support@quivly.ai. Support hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. Pacific time, excluding U.S. federal holidays ("Business Hours"). Quivly targets a human acknowledgment of each production issue within one (1) Business Day (eight Business Hours) of receipt. This is an acknowledgment target, not a resolution deadline.

4.2 Uptime target. Quivly will use commercially reasonable efforts to make the production Quivly Platform available 99.5% of each calendar month. Uptime is measured as the minutes in the month when Customer can access and materially use the production Quivly Platform, divided by the total minutes in the month, excluding (a) scheduled maintenance announced at least 72 hours in advance, (b) events described in Section 15.7, (c) failures of Third-Party Platforms, the internet, or Customer's systems, (d) suspension under Section 7, and (e) Evaluation Services.

4.3 Service credits. If Quivly misses the uptime target in a month, Customer may receive a credit against a future invoice, calculated as a percentage of the Monthly Fee (the annual subscription fee divided by 12):

For each eligible support issue where Quivly misses the acknowledgment target, Customer may receive a credit of 5% of the Monthly Fee, up to 20% per month. All credits combined are limited to 50% of the Monthly Fee in any month and 8% of the annual subscription fee in any 12-month term.

4.4 Claiming credits. To receive a credit, Customer must email support@quivly.ai within seven (7) days after the end of the affected month with the incident dates and times and supporting details, and must be current on undisputed amounts due. Approved credits apply only to future invoices, have no cash value, and expire if the Order ends without renewal.

4.5 Repeated failure. If uptime falls below 99.5% in two (2) of any three (3) consecutive months and Customer claimed each failure under Section 4.4, Customer may terminate the affected Order by written notice within thirty (30) days after the later month ends and receive a refund of prepaid fees for the remainder of the Term.

4.6 Exclusive remedy. The credits and termination right in this Section 4 are Customer's exclusive remedies for Quivly's failure to meet the uptime or support targets. This does not limit Customer's remedies for a separate breach of Section 5 or Section 13.

5. Customer Data, Outputs, and Security

5.1 Customer Data. "Customer Data" means data that Customer or its Users submit to, or connect with, the Quivly Technology, including information about Customer's own customers and their contacts, data retrieved from Third-Party Platforms on Customer's behalf, and prompts and other inputs. As between the Parties, Customer owns Customer Data. Customer grants Quivly a non-exclusive right to host, copy, process, and display Customer Data, and to permit its subcontractors to do so, only to (a) provide, secure, and support the Services for Customer, (b) generate health scores, insights, answers, drafts, recommendations, actions, and other results for Customer ("Outputs"), and (c) as permitted by Section 5.2.

5.2 Model improvement and Customer's choice. Quivly will not sell or license Customer Data. Unless Customer opts out, Quivly may use Customer Data and Outputs to develop, evaluate, train, and improve Quivly's own models and Services, provided that Quivly (a) de-identifies the data so it does not identify Customer, its Users, or its customers, and (b) does not permit third-party AI model providers to train their own models on Customer Data. Customer may opt out at any time by emailing support@quivly.ai, and an Order may exclude this use entirely. Quivly will stop using Customer Data for new training within thirty (30) days after an opt-out; the opt-out does not affect processing needed to provide the Services. This Section does not override a stricter written agreement or an earlier commitment by Quivly not to train on Customer's data. Quivly may also configure or fine-tune models solely for Customer's use.

5.3 Data processing agreement. To the extent Quivly processes personal data on Customer's behalf, the data processing agreement between the Parties ("DPA") governs that processing and forms part of this Agreement once signed. Customer may request Quivly's DPA and subprocessor list at support@quivly.ai. Quivly's Privacy Policy describes how Quivly handles personal data for which it is a controller.

5.4 Ownership of Outputs. As between the Parties, and to the extent permitted by Laws, Customer owns the Outputs generated from its Customer Data. This does not include the Quivly Technology, Quivly's models, prompts, tooling, or pipelines, or any Quivly intellectual property that existed before the Output was generated.

5.5 Feedback and Usage Data. Quivly may use suggestions and other feedback about the Services without restriction or obligation. Quivly may also collect technical data about how Customer and its Users use the Quivly Technology itself, such as features used, performance, and errors ("Usage Data"), and use it to operate, secure, support, and improve its products. Usage Data does not include Customer Data content. Quivly will disclose Usage Data to third parties only in aggregated form that does not identify Customer, its Users, or its customers.

5.6 Security. Quivly will maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, and disclosure, as described at quivly.ai/security. Quivly will notify Customer without undue delay after confirming unauthorized access to or disclosure of Customer Data in Quivly's systems (a "Security Incident").

5.7 Export and deletion. If Customer asks within fifteen (15) days after its Order ends, Quivly will provide a reasonable export of available Customer Data in its standard format. Quivly will delete Customer Data from active systems within thirty (30) days after all of Customer's Orders end. Backup copies are deleted in the ordinary course of backup rotation and remain subject to this Section 5 until then.

5.8 Reservation of rights. Except as expressly stated in this Agreement, neither Party grants the other any right or license. Quivly and its licensors retain all rights in the Quivly Technology and Usage Data.

6. Customer Obligations

6.1 Customer responsibilities. Customer is responsible for its systems and accounts used with the Services, for the accuracy and lawful collection of Customer Data, and for complying with Laws that apply to its use of the Services.

6.2 Notices and consents. Customer is responsible for giving any notices and obtaining any consents that Laws require for Quivly to process Customer Data as this Agreement describes, including data about Customer's customers and their contacts, call recordings, and communications.

6.3 Restricted data. Unless Quivly agrees in a signed writing, Customer will not submit protected health information subject to HIPAA, payment card or bank account numbers, government identifiers, special categories of personal data under the GDPR or similar Laws, or data about children under 16.

6.4 Customer warranties. Customer represents and warrants that it has all rights, disclosures, and consents needed for Quivly to process Customer Data as this Agreement describes, and that doing so will not violate Laws, third-party rights, or Customer's agreements with Third-Party Platforms.

7. Suspension of Service

Quivly may suspend Customer's access to the Services, in whole or in part, if (a) Customer breaches Section 2.3 or Section 6, (b) an undisputed payment is more than thirty (30) days overdue, (c) Laws require suspension, or (d) Customer's use materially threatens the security or operation of the Services or others. Where practicable, Quivly will give Customer advance notice, limit the suspension to what is needed, and restore access promptly once the cause is resolved. Suspension under this Section does not excuse Fees or extend the Term.

8. Fees and Taxes

8.1 Fees. Customer will pay the fees stated in the Order ("Fees"). Fees are in U.S. dollars unless the Order says otherwise. Unless the Order says otherwise, renewal terms keep the same Fees and capacity, and Quivly may change Fees for a renewal term only by giving at least sixty (60) days' notice before it begins.

8.2 Payment. Invoiced amounts are due within the period stated in the Order, or thirty (30) days of the invoice date if none is stated. Customer must notify Quivly of a good-faith invoice dispute before the due date and pay undisputed amounts on time. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate Laws allow. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement or the Order. Reducing usage does not reduce committed Fees.

8.3 Taxes. Fees exclude sales, use, value-added, withholding, and similar taxes ("Taxes"). Customer is responsible for all Taxes other than taxes on Quivly's net income.

9. Warranties and Disclaimers

9.1 Mutual warranties. Each Party represents and warrants that it is duly organized and in good standing, has authority to enter into this Agreement, and that this Agreement is a valid and binding obligation enforceable against it.

9.2 Quivly performance warranty. Quivly warrants that during the Term (a) it will not materially reduce the general functionality of the Quivly Platform, and (b) Professional Services will be performed in a professional and workmanlike manner. If Customer gives written notice describing a breach of this warranty in reasonable detail within forty-five (45) days after discovering it, Quivly will use reasonable efforts to correct it. If Quivly cannot correct it within forty-five (45) days of the notice, Customer may terminate the affected Services and receive a refund of prepaid Fees for the unused remainder of the Term. This Section states Customer's exclusive remedy for a breach of this warranty. Uptime and support targets are governed exclusively by Section 4.

9.3 Exceptions. The warranty in Section 9.2 does not apply to issues caused by Customer Data or Customer's systems, misuse or unauthorized modification of the Quivly Technology, Third-Party Platforms (including a lost or changed integration), use that does not follow the Documentation, or Evaluation Services.

9.4 General disclaimer. EXCEPT FOR THE WARRANTIES IN SECTIONS 9.1 AND 9.2, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." QUIVLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. QUIVLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THEY WILL DETECT EVERY RISK OR OPPORTUNITY, OR THAT THEY WILL ACHIEVE ANY PARTICULAR RETENTION, RENEWAL, OR REVENUE RESULT.

9.5 Artificial intelligence and agents. The Quivly Technology uses artificial intelligence, including models from third-party providers, to analyze Customer Data and produce Outputs. Customer acknowledges that:

• Outputs, including health scores, summaries, and recommendations, are probabilistic and may be inaccurate, incomplete, or outdated, and Customer is responsible for reviewing them before relying on them;
• agents that Customer configures can draft and, where Customer enables it, take actions in connected Third-Party Platforms, such as sending emails or messages, updating CRM records, or creating tasks, within the permissions Customer grants;
• where the Quivly Technology offers review or approval steps, Customer chooses which actions require approval, and Customer disables or bypasses those steps at its own risk; and
• Customer alone is responsible for an agent's instructions, recipients, and enabled actions, and for confirming they match its intent.

Quivly is not liable for Customer's business decisions based on Outputs or for actions Customer approves or configures to run without approval.

10. Term and Termination

10.1 Term. This Agreement starts on the effective date stated in the Order and continues for the initial subscription period in the Order (the "Initial Term"). Unless the Order says otherwise, the subscription then renews automatically for successive periods of the same length (each a "Renewal Term," and together with the Initial Term, the "Term").

10.2 Non-renewal. Either Party may prevent renewal by giving written notice at least thirty (30) days before the current term ends, unless the Order specifies a different period.

10.3 Termination for cause. Either Party may terminate this Agreement by written notice if the other Party materially breaches it and does not cure the breach within thirty (30) days after notice, or immediately for an incurable material breach. Either Party may also terminate if the other ceases business without a successor, assigns for the benefit of creditors, or is subject to insolvency proceedings not dismissed within sixty (60) days. Neither Party may terminate for convenience.

10.4 Effect of termination. When this Agreement ends, Customer's right to use the Services ends and Customer will pay all accrued and unpaid Fees. If Customer terminates for Quivly's uncured or incurable material breach, or under Sections 4.5, 9.2, 12.4, or 15.7, Quivly will refund prepaid Fees for the period after termination within thirty (30) days. Section 5.7 governs export and deletion of Customer Data.

10.5 Survival. Sections 2.3, 5, 8, 9.4, 9.5, 10.4, 10.5, 11, 12, 13, and 15 survive expiration or termination.

11. Limitations of Liability

11.1 Consequential damages waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

11.2 Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QUIVLY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. SERVICE CREDITS COUNT TOWARD QUIVLY'S CAP. REFUNDS OF PREPAID FEES FOR UNUSED SERVICES ARE OUTSIDE THE CAP.

11.3 Excluded Claims. "Excluded Claims" means (a) Customer's obligation to pay Fees, (b) Customer's breach of Section 2.3, (c) amounts payable to third parties under a Party's indemnification obligations in Section 12, and (d) liability for fraud, gross negligence, willful misconduct, or that Laws do not allow to be limited.

11.4 Nature of claims. THE LIMITS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

12.1 By Quivly. Quivly will defend Customer against any third-party claim ("Claim") alleging that the Quivly Technology, when used as this Agreement permits, infringes or misappropriates that third party's U.S. patent, copyright, trademark, or trade secret, and will pay the damages, costs, and reasonable attorneys' fees finally awarded against Customer, or agreed in a settlement Quivly approves.

12.2 By Customer. Customer will defend Quivly against any Claim arising from (a) Customer's breach of Section 6, or (b) an allegation that Customer Data infringes, misappropriates, or violates a third party's rights, and will pay the damages, costs, and reasonable attorneys' fees finally awarded against Quivly, or agreed in a settlement Customer approves.

12.3 Procedures. The indemnified Party must give prompt written notice of the Claim (a delay relieves the indemnifying Party only to the extent it is materially prejudiced), give the indemnifying Party sole control of the defense and settlement, and reasonably cooperate at the indemnifying Party's expense. No settlement may require the indemnified Party to admit fault or take any action, other than ceasing use of the affected Quivly Technology, without its written consent.

12.4 Mitigation. If the Quivly Technology becomes, or Quivly reasonably believes it may become, subject to an infringement Claim, Quivly may obtain the right for Customer to keep using it, modify or replace it without materially reducing its functionality, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid Fees for the unused remainder of the Term.

12.5 Exceptions. Quivly has no obligation under Section 12.1 for a Claim to the extent it arises from Customer Data, Third-Party Platforms, modification of the Quivly Technology by anyone other than Quivly, its combination with items Quivly did not provide, use in breach of this Agreement, or Evaluation Services.

12.6 Exclusive remedy. THIS SECTION 12 STATES EACH PARTY'S EXCLUSIVE REMEDY FOR THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS COVERED BY IT.

13. Confidentiality

13.1 Definition. "Confidential Information" means nonpublic information one Party (the "Discloser") discloses to the other (the "Recipient") under this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Quivly's Confidential Information includes the nonpublic aspects of the Quivly Technology and the terms of any signed Order. Customer's Confidential Information includes Customer Data.

13.2 Obligations. The Recipient will protect the Discloser's Confidential Information with at least reasonable care and use it only to perform under this Agreement. It may share Confidential Information with employees, contractors, and advisors who need to know it and are bound by obligations at least as protective as this Section, and remains responsible for them. For Customer Data, Section 5's narrower use and disclosure rules control.

13.3 Exclusions. These obligations do not apply to information the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) was rightfully known to it before disclosure, (c) was rightfully received from a third party without a confidentiality duty, or (d) was independently developed without using the Discloser's Confidential Information.

13.4 Required disclosures. The Recipient may disclose Confidential Information where Laws or a court order require it, provided that, where permitted, it gives the Discloser advance notice and reasonably cooperates with any effort to obtain confidential treatment.

14. Publicity

Quivly may identify Customer as a customer by name and logo on its website and in customer lists, following any brand guidelines Customer provides, and will stop within a reasonable period after Customer asks in writing. Case studies, quotes, and press releases require Customer's prior approval.

15. General Terms

15.1 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its relevant business or assets, with notice to the other Party.

15.2 Governing law and venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. The state and federal courts located in San Francisco, California have exclusive jurisdiction, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.3 Notices. Legal notices must be in writing. Notices to Quivly must be sent to hello@quivly.ai, and notices to Customer will be sent to the email in the Order. Email notices are effective on confirmed delivery. Routine support messages are not legal notices.

15.4 Entire agreement. These Product Terms, the Order, the DPA (if signed), and any terms they reference together form the entire agreement between the Parties about their subject matter (the "Agreement") and supersede all prior discussions about it. Each Order is a separate agreement. Terms in Customer's purchase orders or vendor portals do not apply.

15.5 Amendments and updates. An amendment to a signed Order must be in writing and signed by both Parties. Quivly may update these Product Terms by posting the updated version and notifying Customer by email. A material update takes effect for Customer at the start of its next Renewal Term that begins at least thirty (30) days after the notice, unless Laws or a security risk require it sooner. Updates do not loosen Quivly's commitments in Section 5 for existing Customer Data without Customer's written consent. Earlier versions are available on request.

15.6 Waiver and severability. A waiver must be in writing. If any provision is held unenforceable, the rest of the Agreement remains in effect.

15.7 Force majeure. Neither Party is liable for a delay or failure to perform, other than a failure to pay Fees, caused by events beyond its reasonable control. Either Party may terminate an affected Order if such an event prevents material operation of the Services for thirty (30) consecutive days, with the refund in Section 10.4.

15.8 Subcontractors. Quivly may use subcontractors, including cloud infrastructure and AI model providers, to deliver the Services. Quivly remains responsible for their compliance with this Agreement.

15.9 Independent contractors. The Parties are independent contractors, and this Agreement has no third-party beneficiaries.

15.10 Export. Each Party will comply with applicable export control and sanctions Laws. Customer represents that it is not on a U.S. government restricted-party list or located in a country subject to comprehensive U.S. sanctions.

15.11 Electronic signatures. Orders may be signed electronically and in counterparts.

15.12 Order of precedence. If the documents that make up this Agreement conflict, they control in this order: (a) the Order, (b) the DPA, as to processing of personal data, (c) these Product Terms, and (d) the Documentation.

16. Contact

Questions about these Product Terms? Contact hello@quivly.ai.

Quivly, Inc. · 2060 Sutter St #303, San Francisco, CA 94115