Last Updated: September 4, 2024
Welcome, and thank you for your interest in Quell ("Quell," "we," or "us") and our website at https://quellhq.com, along with our related websites, applications, and other services provided by us (collectively, the "Service"). These Terms of Service are a legally binding contract between you and Quell regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING "SIGN IN" (OR SIMILAR LANGUAGE) OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING Quell's PRIVACY POLICY (TOGETHER, THESE "TERMS").
If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY QUELL AND BY YOU TO BE BOUND BY THESE TERMS.
IMPORTANT ARBITRATION NOTICE.
Except for certain kinds of disputes, you agree that disputes between us will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND QUELL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms, and that your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. See Section 15 (How We Manage Conflict Resolution).
1. ABOUT QUELL
The Service provides tools for use in connection with the conferencing service provided by Zoom Video Communications, Inc. ("Zoom"), Google Meet, Microsoft Teams, and other compatible third-party conferencing applications, which may include functionalities that enable the recording or transcribing of a user's video conferencing calls, or the sharing of portions of such calls. See https://quellhq.comfor more details on how the Service works.
We have multiple tiers of subscriptions with various offerings. We offer a free edition, a paid subscription for individual users, and a Team Version available to our enterprise customers with a Team Edition Account. See a comparison of these offerings here.
If you are using the free edition of the Service, Quell is not obligated to provide any indemnities or warranties in Sections 12 and 13 and such Quell indemnities or warranties terms do not apply to you. Quell may cancel and terminate these Terms and your rights to use Quell's Service at any time if you are using the free edition.
2. HERE'S WHAT YOU CAN AND CAN'T DO
Rights. Subject to your compliance with these Terms, we grant you, solely for your personal or internal business use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) (if applicable) install and use one object code copy of any application associated with the Service on a device that you own or control; and (b) access and use the Service.
Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) any information you provide to us is accurate and up to date; and (d) your use of the Service complies with all applicable laws and regulations.
Required Account. You must be logged into and allow a connection from the Service to an active third-party video conferencing account and your Google Calendar or Outlook Calendar to use the Service. You are responsible for all activities that occur in your account. Your use of any third-party service may be governed by the third party's terms and conditions, and any issue arising from your use of the third-party service is solely between you and the third party. Quell is not an affiliate or partner of any such third party.
Team Edition Account. As an enterprise customer ("Customer"), you may authorize individual users on the Service who are affiliated with your organization to use the Service under your Team Edition Account (each, an "Authorized User") and give them access to certain features that you subscribe to, such as the Team Version of the Service. To use the Service as your Authorized User, each Authorized User must (a) be invited to a Team Edition Account and agree to be added to the Team Edition Account; and (b) agree to these Terms. You are solely responsible for your Authorized Users. We reserve the right to suspend or terminate the access to and use of the Service by any Authorized User who breaches these Terms.
License Restrictions. You must comply with all applicable laws, including U.S. export control laws, when using the Service. Unless such a restriction is impermissible under applicable law or the activity is enabled by a functionality of the Service, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with, disable, or circumvent any feature of the Service, including any security features or access control mechanisms; or (d) reverse engineer or attempt to discover the source code of any portion of the Service. If you are prohibited under applicable law from using the Service, you may not use it.
Prohibited Conduct. To use the Service, you agree not to:
3. DATA OWNERSHIP
Ownership. The Service is owned and operated by Quell. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by us are protected by intellectual property and other laws. All Materials included in the Service are the property of Quell or our third-party licensors, and we reserve all rights to the Materials. You may use the Materials only as expressly permitted by us under these Terms. Zoom, Google Meet, and any other third-party conferencing applications used in our Service are trademarks of their respective owners, and use of these trademarks does not imply any affiliation or endorsement.
Feedback. If you choose to provide us with input and suggestions regarding the Service ("Feedback"), then you agree that we may use the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without compensation to you. You acknowledge and agree that Quell shall own all right, title, and interest in the Feedback and is the sole exclusive owner of Feedback, and you assign all rights, title, and interest you have in such Feedback to Quell together with all intellectual property rights therein.
4. YOUR CONTENT
Your Content. You may be able to record or transmit content using the Service, including content that is accessible by or visible to third parties, such as other users of the Service. This may include messages, images, text, audio content (including voice, sound recordings, and musical works), comments, photos, video (including all sound recordings and musical works embodied therein), or other types of works of authorship (your "User Content"). We may use, reproduce, and format for proper display, your User Content only as necessary for us to provide you the Service, and we will distribute your User Content to your users and third parties as you may select. We may use third-party subprocessors listed on trust.quellhq.com that assist us in providing the Service to you, and your User Content may be transmitted through or stored on their systems. Other users of the Service and any other third parties with whom you elect to share your User Content using the Service may access and use your User Content as permitted by the Terms and the functionality of the Service.
Multiple Accounts and Your Content. For security purposes, the User Content in your account is tied to a specific email address used to create the account and cannot be transferred to another account. This means that even if you have multiple accounts with different email addresses, such as an individual account and/or a Team Edition Account, the User Content cannot be transferred between them.
Your Ownership of Your Content. Except as provided in these Terms, if you sign up for a personal individual account, you retain any copyright and other proprietary rights that you may have in your User Content in your personal individual account. If you sign up for our Service as an Authorized User as part of your company's business Team Edition Account, the User Content in that Team Edition Account belongs to your company.
Deletion of Your Content. We want you to have as much control over your User Content as possible. When you request deletion of any orall of your User Content, we will do our best to promptly remove it from the Service in accordance with our data retention policies and in alignment with our Privacy Policy. However, you acknowledge that: (a) it may take us some time to remove your User Content from the Service; and (b) copies of your User Content may persist in database backups for up to 30 days. When you uninstall or otherwise remove the Service from your device, we will still retain User Content unless you delete your account, and upon electing to do so, we will permanently delete your User Content and other data provided by you to us, unless we have your consent to retain it.
Confidentiality. We understand that when you use the Service for personal or internal business purposes, you are trusting us with your information. Any User Content that is non-public and proprietary to your business, including your business and marketing plans, technology and technical information, product plans and designs, and business processes, and any recordings or other embodiments of that information created using the Service, is your "Confidential Information." We will use commercially reasonable efforts to prevent any unauthorized use or disclosure of your or Customer's Confidential Information, including by implementing technical, administrative, and organizational security measures to ensure the security, integrity, and confidentiality of your or Customer's Confidential Information, and to notify you if we become aware of any unauthorized access or use of your Confidential Information.
Training AI. We do not use your User Content to train, customize or improve our artificial intelligence models. Our vendors and service providers are not authorized to process or use any User Content from our Services for their purposes to train, customize or improve their own artificial intelligence models, and any use of the User Content will be solely in connection with helping us provide and deliver the Services to you.
Your Warranties. By providing User Content via the Service, you represent and warrant to us that:
Our Disclaimer; Your Waiver. You are responsible for your User Content. We will not be responsible for any User Content, and you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content.
Monitoring. We do not permit copyright-infringing activities on the Service. We are not obligated to: (a) edit or control any User Content; or (b) monitor any User Content or third-party content on the Service or the use of the Service or any content. However, we may investigate and determine in our sole discretion whether any User Content violates these Terms, and we reserve the right to screen, edit, or remove any User Content at any time. You agree that we reserve the right to and may from time to time monitor any User Content. If we choose to monitor any content, we still assume no responsibility or liability for that content or the use of that content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. " 512, as amended).
Any notice alleging that content hosted by or distributed through the Service infringes intellectual property rights must include the following information:
We will promptly terminate the access (if any) of users who are determined by us to be repeat infringers in accordance with our policy.
5. PAYMENT AND FEES
If you decide to purchase a subscription to our Service, your subscription will be automatically renewed on a monthly or annual basis as you select ("Subscription Term") unless you cancel your subscription. Once you decide to upgrade from our free service to the paid subscription for our Service, then your paid subscription will continue to automatically renew at the end of each monthly period, and the credit card or debit card on your account will be automatically charged until you cancel. You authorize us to invoice you for the Service you have signed up for in your account, and you agree that no further consent, notice, or authorization is required.
You may cancel your subscription, without penalty or obligation, at any time prior to the applicable monthly renewal date. If you cancel your paid subscription, including a Team Edition Account, you will continue to have access to your subscription benefits until the end of your Subscription Term, at which point the subscription benefits will expire, and your individual account will revert to the free edition unless you request us to cancel your account.
All fees are non-refundable exclusive of any applicable taxes, which you are responsible for. Unless otherwise indicated, all prices, fees, and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
We reserve the right to determine pricing for the Service. We will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. We may change the fees for any feature of the Service, including new or additional fees or charges, we will give you advance notice of changes before they apply in the next billing cycle. We may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
We reserve the right to suspend your Service if you fail to pay your fees when they are due.
6. HOW WE COMMUNICATE WITH YOU
While you are using our Service, we may send you messages via email or in-app messaging. You can opt out of promotional emails by following the instructions in the email itself.
7. DETAILS ON THE OUTSIDE TOOLS/SOFTWARE CONNECTED TO OUR SERVICE
Third-Party Services. We may provide tools through the Service that enable you to export information (such as User Content) to third-party services, including through features that allow you to link to an account on the third-party service, such as through your CRM systems. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party Service's use of your exported information.
Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8. BE ON THE LOOKOUT FOR MODIFIED TERMS
We reserve the right to change these Terms on a going-forward basis at any time upon notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Changes are effective upon publication or if we require your acceptance of them. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
9. STAY TUNED FOR SERVICE UPDATES
We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently. We will notify you in the event we decide to deactivate or terminate the Service. We will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
10. DETAILS ON HOW THE TERMS END
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated by you or Quell as permitted under these Terms. If you violate any provision of these Terms, Quell may suspend your authorization to access the Service, and these Terms automatically terminate. You will still remain responsible for any accrued fees you owe us. We reserve the right to suspend your Service if you fail to pay your fees when they are due. If you breach these Terms and you have a paid subscription to our Service, we will give you notice through your account or through the email provided in your account to cure such breach within thirty (30) days of receiving notice before we terminate your account. If you breach these Terms and you have a free edition of the Service, we can terminate your use of the Service in your account immediately.
In addition, we may terminate these Terms, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice if you have the free edition of our Service. If you have a paid subscription, you may terminate these Terms at any time by requesting Quell to cancel your account.
11. WHAT HAPPENS WHEN YOU LEAVE THE SERVICE
When these Terms terminate: (a) rights granted by us to you will terminate and you must immediately stop using the Service; (b) you must pay us any unpaid amount that was due prior to termination; and (c) all payment obligations accrued prior to termination and Sections 3 (Let's Talk Ownership), 4 (Understanding Your Rights To Your Content), 11 (What Happens When You Leave The Service), 12 (Your And Quell's Responsibility If It's A Less Than Ideal Situation), 13 (Here's What We Don't Cover), 14 (What We Aren't On The Hook For), 15 (How We Manage Conflict Resolution), 16 (Other Important Bits To Know) will survive.
12. COVERAGE IN CERTAIN SITUATIONS
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Quell, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Quell Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys" fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) gross negligence or willful misconduct; or (e) any dispute or issue between you and a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims; provided that if you have a Team Edition Account, you as the organization shall have the right to control the defense of those claims. You will not settle any claim without our written consent, such consent not to be unreasonably withheld.
We will indemnify and hold you harmless from any costs, damages, expenses, and liability caused by any third-party claim ("Claim") alleging that your use of the Service infringes or misappropriates any patent, copyright, or trademark if: (a) you give us prompt written notice of the Claim; (b) you grant us full and complete control over the defense and settlement of the Claim; and (c) you provide assistance in connection with the defense and settlement of the Claim as we may reasonably request. You will have the right to participate in the defense of the Claim at your own expense and with the counsel of your own choosing, but we will have sole control over the defense and settlement of the Claim.
We will have no obligations under this Section 12 for any infringement or misappropriation to the extent it arises out of or is based on any of the following: (a) use of the Service for purposes not intended or outside the scope of the license granted to you; (b) your failure to use the Service in accordance with instructions provided by us, if the infringement or misappropriation would not have occurred but for the failure; or (c) any modification of the Service not made or authorized by us in writing where such infringement or misappropriation would not have occurred absent the modification.
For the avoidance of doubt, Quell's indemnity obligations of this Section do not apply to the free edition of our Service.
13. HERE'S WHAT WE DON'T COVER
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR QUELL ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE QUELL ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.
14. WHAT WE AREN'T ON THE HOOK FOR
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE QUELL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY QUELL ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE QUELL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (I) US$100 AND (II) THE AMOUNT PAID BY YOU OR PAYABLE BY YOU UNDER THESE TERMS DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. HOW WE MANAGE CONFLICT RESOLUTION
Generally. In the interest of resolving disputes between you and Quell in the most expedient and cost-effective manner, and except as described in this Section, you and Quell agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND QUELL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Despite the above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim, in each case, if you provide us with written notice of your intention to do any of the aforementioned within 60 days of your purchase and that it will be limited solely to your individual dispute or controversy.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of arbitration and the provisions of this Section within 30 days after the date that you agree to these Terms. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator. Any arbitration between you and Quell will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice of Arbitration; Process.A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Quell may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Quell must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.
Fees. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance-based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
Class Action Waiver. YOU AND QUELL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICE OR SERVICE THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
Modifications to this Arbitration Provision. If we make any future change to this Section 15, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your authorization to access the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
Enforceability. If the class action waiver or the entirety of this Section is found to be unenforceable, or if we receive an Opt-Out Notice from you, then the entirety of this Section will be null and void and, in that case, the exclusive jurisdiction and venue described in Governing Law under Section 16 (Other Important Bits to Know) will govern any action arising out of or related to these Terms.
16. OTHER IMPORTANT BITS TO KNOW
Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Quell submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
General. These Terms of Service, together with any Additional Terms, our Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Quell regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers and curtesy summaries in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Privacy Matters.
Please read the Quell Privacy Policy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Quell Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Where we have an arrangement in place with a customer who is encouraging you to use our Service (for example, your employer or another business or organization), we in some circumstances obtain and process your personal information on behalf of and at the instructions of such a customer. Their privacy policies will apply to the processing of your informationand we encourage you to read their privacy policies.
Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service.
Support. We will use commercially reasonable efforts to provide prompt and comprehensive support services to our users. If you have a question about the Service, please email us. Third-party conferencing applications have no obligation to provide support services with respect to the Service.
International Use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, epidemic, pandemic, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party will give the other party notice of such cause and will use its reasonable commercial efforts to correct such failure or delay in performance.