# Terms of Service **TABLE OF CONTENTS** 1. [DEFINITIONS](https://www.quiltt.io/terms-of-services#) 2. [QUILTT SERVICES](https://www.quiltt.io/terms-of-services#) 3. [PROFESSIONAL SERVICES](https://www.quiltt.io/terms-of-services#) 4. [CUSTOMER OBLIGATIONS](https://www.quiltt.io/terms-of-services#) 5. [INTELLECTUAL PROPERTY RIGHTS.](https://www.quiltt.io/terms-of-services#) 6. [END USER DATA](https://www.quiltt.io/terms-of-services#) 7. [FEES AND PAYMENTS](https://www.quiltt.io/terms-of-services#) 8. [REPRESENTATIONS AND WARRANTIES.](https://www.quiltt.io/terms-of-services#) 9. [SUPPORT AND MAINTENANCE](https://www.quiltt.io/terms-of-services#) 10. [CONFIDENTIAL INFORMATION.](https://www.quiltt.io/terms-of-services#) 11. [TERM AND TERMINATION.](https://www.quiltt.io/terms-of-services#) 12. [INDEMNIFICATION.](https://www.quiltt.io/terms-of-services#) 13. [LIMITATION OF WARRANTIES](https://www.quiltt.io/terms-of-services#) 14. [INSURANCE](https://www.quiltt.io/terms-of-services#) 15. [LIMITATION OF LIABILITY](https://www.quiltt.io/terms-of-services#) 16. [ASSIGNMENT](https://www.quiltt.io/terms-of-services#) 17. [GOVERNING LAW](https://www.quiltt.io/terms-of-services#) 18. [MISCELLANEOUS](https://www.quiltt.io/terms-of-services#) **QUILTT TERMS OF SERVICE** Quiltt, Inc. (“ **Quiltt**”) provides a suite of fintech infrastructure services enabling end users to consolidate multiple financial data sets into a single standardized source for review and analysis (the “ **Quiltt Services**”) through Quiltt and third-party applications (collectively, the “ **Applications**”) and Quiltt’s platform (the “ **Quiltt Platform**”). These Quiltt Terms of Service govern the access and use of Quiltt Services, Applications, and Quiltt Platform by a business customer (“ **Customer**”) who has executed an order for such products and services with Quiltt (each, an “ **Order**”) to enable Customer to provide a service to its End Users. Together, these Quiltt Terms of Service and each Order is referred to as this “ **Agreement**.” By executing an Order, or by accessing or using the Quiltt Services, Quiltt Platform, or Applications, or by offering a service to End Users involving any such products and services, Customer irrevocably agrees to the terms and conditions of the Agreement. Quiltt reserves the right to modify, add, or delete portions of these Quiltt Terms of Service from time to time. If Quiltt does so, it will post those changes to the current version of these Quiltt Terms of Service and will use commercially reasonable efforts to notify Customer of such changes. If Customer objects to any such changes, it must notify Quiltt in writing of its objection, and such changes will not be effective until Customer’s next renewal under its Order. 1. **DEFINITIONS.** Capitalized terms in this Agreement or an Order that are not defined when used have the meanings set forth in this **Section 1**. 01. “ **Customer Systems**” means Customer’s information technology infrastructure through which Customer provides its services and products to End Users, including any applications and APIs provided by Customer to End Users. 02.  “ **Documentation**” means text and/or graphical documentation related to the Quiltt Services, the Applications or the Quiltt Platform, in printed format, or otherwise that describes the features, functions and restrictions of the Quiltt Services, the Applications or the Quiltt Platform. 03.  “ **End User Accounts**” means the accounts and data sources where an end user’s financial account information and data is stored. 04. “ **End User Credentials**” means the credentials that End Users use to access their End User Accounts. 05. “ **End User Data**” means all account information and data collected through the Quiltt Services and/or the Applications. 06. “ **End Users**” means the individuals and entities to whom Customer provides services through the Applications, the Quiltt Platform and the Customer Systems. 07. “ **Intellectual Property Rights**”  means all patents, trademarks, copyrights, and other intellectual property rights. 08.  “ **Losses**” means all claims, demands, losses, injuries, damages, liabilities, deficiencies, actions, judgements, penalties, and costs incurred by any party. 09. “ **Maintenance Release**” means any update or modification of the Quiltt Services. 10. “ **Order**” means Quiltt’s order form specifying the products and services to be provided by Quiltt to Customer. 11. “ **Privacy Policy**” means Quiltt’s privacy policy. 12. “ **Professional Services**” means implementation assistance or technical services provided by Quiltt for Customer. 13. “ **Representatives**” means employees and agents of each party. 14.  “ **Third-Party Applications**” means applications provided by third parties. 15. “ **Third-Party Materials**” means materials not proprietary to Quiltt. 16. “ **Third-Party Application Terms**” means additional terms applicable to the use of a Third-Party Application. 17. **“Work Product**” means all computer code, documents, and specifications created during the performance of Professional Services. 2. **QUILTT SERVICES.** (a) Quiltt Services. Subject to Customer’s compliance with this Agreement, Quiltt shall provide Customer access to the Quiltt Services and Applications specified in the Order. (b) Right to Use. Quiltt grants to Customer a limited right to access and use the Quiltt Services to provide the Quiltt Services to the End Users. (d) White Label. Customer may white label the Quiltt Services as incorporated into the Customer Systems. Customer will include a prominent attribution such as “ _powered by Quiltt_”. (e) Use Restrictions. Customer shall not: - copy, modify, adapt, or create derivative works from the Quiltt Services; - disclose or process any personal information except in compliance with applicable laws; - attempt to defeat or disable any copy protection or security mechanisms. 3. **PROFESSIONAL SERVICES.** Orders for Professional Services will specify the services to be performed and any associated fees in a fully executed Order. 4. **CUSTOMER OBLIGATIONS**. (a) Customer Control and Responsibility. Customer is solely responsible for: - all End User Data; - the operation of the Customer Systems; - all access to and use of the Quiltt Services. (b) Compliance with Laws. Customer shall comply with all applicable laws related to the Quiltt Services. (c) Consent; End User Agreements. Customer must obtain express written consent from each End User authorizing Quiltt to access their End User Data. 5. **INTELLECTUAL PROPERTY RIGHTS.** All rights, title and interest in and to the Quiltt Services and the Documentation are owned by Quiltt. 6. **END USER DATA.** Customer acknowledges that each End User owns their End User Accounts and End User Data. 7. **FEES AND PAYMENTS.** Customer will pay Quiltt the fees set forth in each Order. 8. **REPRESENTATIONS AND WARRANTIES.** Each party represents and warrants that it has the authority to enter into this Agreement. 9. **SUPPORT AND MAINTENANCE.** Quiltt shall provide technical and other support during normal business hours. 10. **CONFIDENTIAL INFORMATION.** Each party shall safeguard the other party's Confidential Information. 11. **TERM AND TERMINATION.** This Agreement will continue as long as there is an Order being performed. 12. **INDEMNIFICATION.** Quiltt shall indemnify Customer for any losses arising from breaches of this Agreement caused by Quiltt. 13. **LIMITATION OF WARRANTIES.** The Quiltt Services are provided “as is.” 14. **INSURANCE.** Each party shall maintain insurance in accordance with industry standards. 15. **LIMITATION OF LIABILITY.** Quiltt’s liability is limited to fees actually paid by Customer under the Agreement. 16. **ASSIGNMENT.** Neither party may assign this Agreement without the express written consent of the other party. 17. **GOVERNING LAW AND DISPUTE RESOLUTION.** This Agreement will be governed by the laws of the State of Texas. 18. **MISCELLANEOUS.** This Agreement constitutes the entire agreement between the parties.