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Legal · Quome Enterprise

This document applies to Quome Enterprise. Using Quome Studio? See its documents.

QUOME, INC. — TERMS OF SERVICE

Last Modified: April 16, 2026
Document ID: QUOME-LEGAL-TOS-001
Version: 2.0

These Terms of Service (these "TOS") describe the terms and conditions by which you may access and/or use the website(s), including quome.com and any successor URL(s), and any and all related software, documentation, APIs, and online, mobile-enabled, and/or digital services (collectively, the "Service") provided by Quome, Inc. (including its successors and assigns, "Quome," "we," "our," or "us").

Additional Service-specific terms apply to some of the Services we offer ("Additional Terms"), including the Business Associate Addendum for HIPAA-covered entities. The combination of these TOS and any applicable Additional Terms are referred to collectively as these "Terms". In the event of any conflict between these TOS and any Additional Terms, the Additional Terms shall prevail with respect to the subject matter to which the Additional Terms apply.

By accessing and/or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Notice, as further described in Section 9.1 (Privacy). We reserve the right to modify these Terms, and we will provide notice of material changes as described below. These Terms apply to all visitors and users of the Service, and to all others who access the Service (collectively, "Users," and, as applicable to you, "you" or "your").

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 15.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. How We Administer the Service

1.1 Eligibility

This is a contract between you and Quome. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). The Service is not available to any Users we previously removed from the Service.

Without limiting the generality of the foregoing, any access to, or use of, the Service by anyone who is a minor (which is under the age of 18 in most jurisdictions) in any applicable jurisdiction (a "Minor") is strictly prohibited and in violation of these Terms, unless such access and/or use is supervised by a parent or legal guardian ("Parent") who: (a) has read and understands these Terms; (b) approves all rights granted, and all obligations undertaken, by the Minor hereunder; and (c) agrees to be bound by these Terms. If you are a Parent of a User who is a Minor, then, by allowing such Minor to access and/or use the Service, you are subject to these Terms and responsible for such Minor's activity on the Service.

2. User Accounts

2.1 Your User Account

Your account on the Service (your "User Account") gives you access to certain services and functionalities that we may, in our sole discretion, establish and maintain as part of the Service from time to time. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your User Account, nor do you possess any rights to data stored by or on behalf of Quome on the servers running the Service. We may maintain different types of User Accounts for different types of Users.

2.2 Organizational Accounts

An individual may access and/or use the Service on behalf of a company or other entity, such as that individual's employer (such entity, an "Organization"). In such cases, notwithstanding anything to the contrary herein:

(a) these Terms are an agreement between (i) us and such individual and (ii) us and that Organization;

(b) such individual represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Service);

(c) such individual's acceptance of these Terms will bind that Organization to these Terms;

(d) we may disclose information regarding such individual and such individual's access to and use of the Service to that Organization;

(e) such individual's right to access and use the Service may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization;

(f) that Organization will make all organizational users ("Org Users") aware of these Terms' provisions and will cause each Org User to comply with such provisions; and

(g) that Organization will be solely responsible and liable for all acts and omissions of the Org Users.

2.3 Connecting Via Third-Party Services

By connecting to the Service via a third-party service (such as Google, GitHub, or Slack), you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.

2.4 Account Security

You may never use another User's User Account without such User's permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, you will keep your User Account password(s) and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with anyone else. We encourage you to enable multi-factor authentication (MFA) and use strong passwords to protect your User Account.

Any Org User with administrator-level access to your User Account can modify your User Account settings, access, and billing information. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your User Account and/or any changes to your User Account, including changes made by any Org User with administrator-level access. You will notify us immediately of any breach of security or unauthorized use of your User Account.

2.5 Account Settings

You may control certain aspects of your User Account and any associated User profile, and of the way you interact with the Service, by changing the settings in your settings page. By providing us with your email address, you consent to our using that email address to send you Service-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use that email address to send you marketing communications ("Marketing Emails"). If you do not want to receive Marketing Emails, you may opt out by contacting us at legal@quome.com or by clicking the "unsubscribe" link within a Marketing Email. Opting out will not prevent you from receiving Service-related notices.

2.6 Changes, Suspension, and Termination

You may de-activate your User Account at any time. We may, with or without prior notice, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. We may, with or without prior notice, permanently terminate or temporarily suspend your access to your User Account and/or the Service without liability, with or without cause, and for any or no reason, including if, in our sole determination, you violate any provision of these Terms. Upon their termination for any reason or no reason, you continue to be bound by these Terms.

2.7 Your Interactions with Other Users

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, INCLUDING SHARING OF INFORMATION, WITH OTHER USERS. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM YOUR INTERACTIONS WITH OTHER USERS, AND FOR ANY USER'S ACTION OR INACTION, INCLUDING RELATING TO USER CONTENT (AS DEFINED BELOW).

3. Access to the Service; Service Restrictions

3.1 Access to the Service

Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Service, solely for your personal use or internal business purposes, as applicable, strictly as permitted by the features of the Service. We reserve all rights not expressly granted herein in and to the Service. Certain portions of the Service may be available only during Subscription Term(s), as further described in Section 8.4 (Subscription Plans).

3.2 Bring Your Own Service Account (BYOSA) Model

The Service operates a Bring Your Own Service Account (BYOSA) model for infrastructure provisioning. Under BYOSA:

(a) You provide your own cloud provider account (GCP project, AWS account, or Azure subscription) into which the Service provisions and manages infrastructure on your behalf.

(b) Your applications, databases, storage, and secrets reside in your own cloud provider account. Quome's control plane stores only orchestration metadata (resource names, configuration parameters, deployment status).

(c) Quome accesses your cloud provider account through short-lived delegated credentials (maximum 1-hour lifetime) obtained through your identity federation configuration. Quome never stores long-lived cloud credentials.

(d) You may revoke Quome's access at any time by modifying the delegation trust configuration in your cloud provider account, with immediate effect.

(e) You are solely responsible for the security, configuration, and compliance of your cloud provider account, including maintaining a separate agreement with your cloud provider as applicable.

(f) Cloud infrastructure costs incurred in your cloud provider account are billed directly by your cloud provider and are separate from any Quome Fees.

3.3 Restrictions and Acceptable Use

Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:

(a) disassemble, reverse engineer, decode, or decompile any part of the Service;

(b) use any automated means to access the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period using a conventional web browser (except that Quome grants the operators of public search engines revocable permission to use spiders to copy publicly available materials for creating publicly available searchable indices);

(c) use any content available on or via the Service for any machine learning and/or artificial intelligence training or development purposes without our prior written consent;

(d) buy, sell, or transfer API keys without our prior written consent;

(e) copy, rent, lease, sell, loan, transfer, assign, license, or purport to sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or any of our Intellectual Property;

(f) use the Service in any manner that impacts the stability, operation, or performance of the Service;

(g) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(h) use the Service in any manner or for any purpose that violates Applicable Law, infringes third-party rights, is fraudulent, deceptive, or defamatory, or promotes hatred, violence, or harm;

(i) use or display the Service in competition with us, to develop competing products or services, or for benchmarking or competitive analysis;

(j) bypass measures we use to prevent or restrict access to the Service;

(k) attempt to interfere with or compromise the system integrity or security of the Service;

(l) use the Service to transmit spam, chain letters, viruses, or other harmful components;

(m) impersonate another person or entity or misrepresent your affiliation;

(n) collect or harvest personal information from the Service; or

(o) identify or refer to us in a manner that could reasonably imply endorsement, affiliation, or sponsorship without our prior express written consent.

4. User Content; Grants, Representations, and Warranties

4.1 Ownership of User Content

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Service ("User Content"). For an organizational account, we may assume that all User Content belongs to that Organization.

4.2 User Content License

You hereby grant to us, under all of your Intellectual Property Rights, an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, and display your User Content: (i) to maintain and provide the Service; (ii) to improve our products and the Service and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service.

4.3 User Content in BYOSA Accounts

User Content stored in your cloud provider account under the BYOSA model (including applications, databases, stored files, and secrets) is accessed by Quome only through delegated credentials as described in Section 3.2 and only as necessary to provide the Service. The license granted in Section 4.2 applies to User Content processed through Quome's control plane; User Content residing solely in your cloud provider account is governed by your agreement with your cloud provider.

4.4 Representations and Warranties

You affirm, represent, and warrant that:

(a) your User Content and our use thereof as contemplated by these Terms will not violate any Applicable Law or infringe any rights of any third party;

(b) your User Content does not include any information that a governmental body deems to be sensitive or classified information, and your provision of User Content is not violative of any confidentiality rights of any third party;

(c) to the best of your knowledge, all User Content and other information you provide to us is truthful and accurate; and

(d) you are solely responsible for ensuring that any code executed in Quome sandboxes, workflows, or applications complies with all Applicable Law, including (where applicable) HIPAA, and that you have obtained all necessary consents and authorizations.

WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR USER CONTENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE SERVICE.

5. Intellectual Property

5.1 Intellectual Property Rights Definition

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under Applicable Law.

5.2 Quome Intellectual Property

You understand and acknowledge that we (or our licensors, as applicable) own and will continue to own all rights (including Intellectual Property Rights), title, and interest in and to the Service, all materials and content displayed or made available through the Service (excluding your User Content), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (collectively and individually, "Intellectual Property"). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights.

5.3 Usage Data

We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, "Usage Data"). All Usage Data is and will be owned solely and exclusively by us. We may use Usage Data for any lawful purpose, including to provide, improve, and develop the Service, for analytics, and to share aggregated or de-identified Usage Data with third parties.

5.4 Feedback

To the extent you provide us any suggestions, recommendations, or other feedback relating to the Service (collectively, "Feedback"), you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. We are free to use the Feedback without attribution or compensation to you, although we are not required to use any Feedback.

6. Confidential Information

The Service may include non-public, proprietary, or confidential information of Quome and/or of other Users ("Confidential Information"). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. You will: (a) protect and safeguard all Confidential Information with at least the same degree of care as you would protect your own highly sensitive confidential information, but in no event less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights or perform your obligations under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who need to know and are bound by comparable non-disclosure restrictions.

7. DMCA Notice

It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, "DMCA").

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. Your complaint must include:

(a) an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work claimed to be infringed;
(c) identification of the infringing material and its location on the Service;
(d) your contact information;
(e) a statement of good faith belief that use of the material is not authorized; and
(f) a statement, made under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the copyright owner.

The above information must be submitted to:

DMCA Agent
Quome, Inc.
8605 Santa Monica Blvd, PMB 109399
West Hollywood, California 90069-4109 US
Tel: (412) 206-9085
Email: legal@quome.com

In accordance with the DMCA, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers.

8. Payments, Billing, and Subscription Plans

8.1 Billing Policies; Taxes

Certain aspects of the Service may be provided for free, while others may be provided for a fee ("Fee"). Each Fee (including each Subscription Fee) is the sum of the applicable Quome Fee and any applicable Third-Party Fees. By electing to use non-free aspects of the Service, you agree to the pricing and payment terms available at https://quome.com/pricing (the "Pricing and Payment Terms"), which are incorporated by reference herein.

We may add new products and/or services for additional Fees, add or amend Fees for existing products, and/or discontinue offerings at any time; provided that if we have agreed to a specific Subscription Term and corresponding Subscription Fee, that Subscription will remain in force for that Fee during that Term. Any change to pricing becomes effective in the billing cycle following notice.

Except as expressly stated, all Fees must be paid in advance, payment obligations are non-cancelable once incurred, and Fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments ("Taxes"). You will be responsible for paying all Taxes associated with your purchases and Subscriptions.

Important: Cloud infrastructure costs incurred in your cloud provider account under the BYOSA model are billed directly by your cloud provider and are not part of Quome Fees. Quome is not responsible for cloud provider billing.

8.2 Definitions

8.3 Your Payment Method

General. To use non-free aspects of the Service, you must provide at least one current, valid payment method accepted by us and Payment Processor (each, a "Payment Method"). By providing a Payment Method, you authorize each of Quome and Payment Processor to charge that Payment Method the applicable Fees and Taxes, including on a recurring basis until you cancel your Subscription. Fees are fully earned upon payment.

Payment Processor. To the extent Payment Processor processes payments, you will be subject to Payment Processor's terms and conditions and privacy notice, available at https://stripe.com/legal. We do not view or store your full credit card or other Payment Method information. Payment Processor collects your Payment Method details and processes charges.

Payment Representations and Warranties. You represent and warrant that: (i) your payment information is true, accurate, and complete; (ii) you are authorized to use the Payment Method(s); (iii) you will pay all charges incurred; (iv) charges will be honored by your Payment Method company; and (v) you will not allow anyone else to use your Subscription.

DISCLAIMER. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR PAYMENT METHOD, (II) ANY FEES CHARGED BY YOUR BANK IN CONNECTION WITH FEE COLLECTION, AND/OR (III) ANY UNAUTHORIZED USE OF YOUR PAYMENT METHOD BY A THIRD PARTY.

8.4 Subscription Plans

Automatic Renewals. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR SUBSEQUENT TERMS EQUAL IN LENGTH (EACH A "SUBSCRIPTION TERM") UNLESS AND UNTIL YOU CANCEL IN ACCORDANCE WITH THE CANCELLATION PROCEDURES.

Automatic Billing. When you enroll in a Subscription, you acknowledge and agree that: (i) Quome and Payment Processor are authorized to charge you the Subscription Fee, Taxes, and other charges at the beginning of each Subscription Term; and (ii) your Subscription is continuous until cancelled or terminated.

Cancellation Procedures. To cancel any Subscription, you must notify us at least thirty (30) days before the start of the next Subscription Term by using the Service's cancellation functionality or by contacting us at legal@quome.com. You will continue to have access through the end of the then-current Subscription Term.

Refunds. You may de-activate your User Account or any Subscription at any time. HOWEVER, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION. Refunds may be granted at our sole option and discretion. If you believe you have been improperly charged, contact us at legal@quome.com.

Free Trials. We may offer free trials at our sole discretion. Your Payment Method will be automatically billed on the day following the last day of your free trial. You may not receive notice that your free trial has ended. To avoid charges, cancel before 11:59 PM Pacific Time on the last day of your free trial period.

Promotional Offers. We may offer special promotional offers ("Promotional Offers"). Eligibility is determined by us in our sole discretion, and we reserve the right to revoke a Promotional Offer if you are not eligible.

9. Privacy; Data Security

9.1 Privacy

We care about your privacy. By using the Service, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be transferred to and/or processed in the United States.

9.2 Security

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your data for improper purposes. You acknowledge that you provide your data at your own risk.

9.3 HIPAA and Regulated Data

If you are a HIPAA Covered Entity or Business Associate, you must execute a Business Associate Addendum with Quome before storing or transmitting any Protected Health Information (PHI) using the Service. You must also execute a BAA with your cloud provider. Using the Service to store PHI without an executed BAA is a violation of these Terms.

10. Your Use of Third-Party Services

The Service may contain links to or require use of third-party services ("Third-Party Services"). If you use a Third-Party Service in connection with the Service, you are subject to that third party's terms and conditions. We do not endorse or assume responsibility for any Third-Party Services. You expressly relieve us from any and all liability arising from your access to and/or use of any Third-Party Service.

Third-Party Services integral to the Service include but are not limited to:

11. Release

You hereby release us from all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising out of a dispute between you and a third party (including any other User) in connection with the Service. You waive any Applicable Law providing that a general release does not extend to claims unknown at the time of execution.

12. Indemnity

You will defend, indemnify, and hold us and our subsidiaries and affiliates, and our and their respective agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, the "Quome Indemnitees") harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including legal fees) arising from: (a) your access to and/or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right; (d) your violation of Applicable Law; (e) User Content submitted via your User Account; (f) your willful misconduct; (g) any third party's access to the Service with your credentials; or (h) your use of the BYOSA model, including any misconfiguration of your cloud provider account or any failure to comply with your cloud provider's terms.

13. No Warranty; Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NONE OF THE QUOME INDEMNITEES WARRANTS THAT: THE SERVICE WILL MEET YOUR REQUIREMENTS; THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

QUOME DOES NOT WARRANT THAT YOUR CLOUD PROVIDER ACCOUNT UNDER THE BYOSA MODEL WILL BE SECURE, AVAILABLE, OR FREE OF ERRORS. YOU ARE SOLELY RESPONSIBLE FOR THE CONFIGURATION, SECURITY, AND COMPLIANCE OF YOUR CLOUD PROVIDER ACCOUNT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY QUOME INDEMNITEE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

IN NO EVENT WILL ANY QUOME INDEMNITEE BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (A) THE AMOUNT YOU PAID TO US DURING THE IMMEDIATELY PREVIOUS TWELVE (12) MONTH PERIOD; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

FOR CLARITY, QUOME IS NOT LIABLE FOR ANY COSTS, DAMAGES, OR LOSSES ARISING FROM: (I) YOUR CLOUD PROVIDER'S ACTIONS, OUTAGES, OR BILLING; (II) YOUR MISCONFIGURATION OF RESOURCES IN YOUR CLOUD PROVIDER ACCOUNT; (III) DATA LOSS OR CORRUPTION IN YOUR CLOUD PROVIDER ACCOUNT; OR (IV) ANY BREACH OF YOUR CLOUD PROVIDER ACCOUNT NOT CAUSED BY QUOME'S NEGLIGENCE.

15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

15.1 Governing Law

You agree that: (a) the Service will be deemed solely based in the State of Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The Federal Arbitration Act (9 U.S.C. Sections 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws to the fullest extent permitted by Applicable Law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

15.2 Arbitration Agreement

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to any dispute, controversy, or claim between you and us arising out of or relating to these Terms, the Service, or any aspect of your relationship with us (each, a "Claim").

Opting Out. If you are a new User, you can opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing legal@quome.com with your full legal name and stating your intent to opt out.

Dispute Resolution Process. For any Claim, you will first contact us at legal@quome.com and attempt to resolve the Claim informally. If not resolved within sixty (60) days, we each agree to resolve the Claim exclusively through binding arbitration by JAMS before a single arbitrator, under the Optional Expedited Arbitration Procedures then in effect. The arbitration will be conducted in the U.S. county where you live or Sussex County, Delaware, unless agreed otherwise.

Equitable Relief. Nothing in this Arbitration Agreement prevents us from seeking injunctive or equitable relief from courts to protect our data security, Confidential Information, or Intellectual Property Rights, or prevents you from asserting claims in small claims court.

Severability. If any provision of this Arbitration Agreement is found void or unenforceable, it will be severed without impact on the remaining provisions.

15.3 Class Action/Jury Trial Waiver

BY ENTERING INTO THESE TERMS, YOU AND QUOME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

16. U.S. Government Restricted Rights

To the extent the Service is used by or on behalf of the U.S. Government, the Service will be deemed commercial computer software or commercial computer software documentation. Accordingly, you receive only those rights granted to all other Users, in accordance with 48 C.F.R. Section 227.7202 and 48 C.F.R. Section 12.212, as applicable.

17. Export Controls

You will comply with all applicable import, export, and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations (U.S. Department of Commerce), OFAC sanctions (U.S. Treasury Department), and ITAR (U.S. State Department). You represent and warrant that neither you nor any person to whom you make the Service available is listed on any sanctions or prohibited parties list or located in any embargoed country or territory.

18. General Provisions

18.1 Assignment

These Terms may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer in violation hereof will be null and void.

18.2 Notification Procedures and Changes

We may provide notifications via email, hard copy, or posting on the Service. We may modify these Terms from time to time; when we change these Terms in a material manner, we will update the "Last Modified" date and notify you. Your continued use after any change constitutes acceptance.

18.3 Entire Agreement; Severability

These Terms, together with any amendments and Additional Terms, constitute the entire agreement between you and us concerning the Service. If any provision is deemed invalid by a court of competent jurisdiction, the remaining provisions remain in full force and effect.

18.4 No Waiver

No waiver of any term will be deemed a further or continuing waiver, and our failure to assert any right will not constitute a waiver of such right.

18.5 California Residents

The provider of the Service is Quome, Inc., 8605 Santa Monica Blvd, PMB 109399, West Hollywood, California 90069-4109 US. If you are a California resident, in accordance with Cal. Civ. Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.6 Contact

If you have any questions about these Terms and/or the Service, please contact us at legal@quome.com.

Document ID: QUOME-LEGAL-TOS-001
Version: 2.0
Classification: Public