These Terms of Service (the "Terms") are a binding agreement between Quissly, Inc., a corporation organized under the laws of the State of Delaware, USA ("Quissly", "we", "us"; see Section 16 regarding the contracting entity), and the legal entity or individual accepting these Terms ("Customer", "you").
By clicking "I agree" (or a similar acceptance mechanism), creating an account, executing an Order Form that references these Terms, or accessing or using the Services, you accept these Terms. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Services.
The Services are intended for business use. You represent that you are entering into these Terms for business purposes and not as a consumer.
1. Definitions
"Admin Panel" means Quissly's web-based management interface through which Customer's authorized users, according to the roles and permissions Customer assigns, configure, manage, and monitor the Services, including managing the content and knowledge sources used by the Services, viewing usage and performance analytics, operating Live Chat, and managing support tickets.
"Customer Data" means data submitted to the Services by or on behalf of Customer or its End Users, including product catalogs, content, configurations, and End User queries and conversations.
"Documentation" means Quissly's usage documentation for the Services, as updated from time to time.
"End User" means an individual who interacts with the Services as deployed on Customer's Properties (for example, a visitor using QSearch or QChat on Customer's website).
"Order Form" means an ordering document, online subscription flow, or written agreement (including one executed electronically) between Quissly and Customer that references these Terms and specifies the Services, plan, quotas, fees, and any special terms.
"Properties" means Customer's websites, mobile applications, and other digital channels on which the Services are deployed as permitted by the applicable plan or Order Form.
"Services" means Quissly's proprietary AI-powered products made available by subscription, including QSearch (AI-based product search), QChat (AI chat assistant with chat widget, Admin Panel, and Live Chat operator handoff), the Admin Panel, related APIs, and associated support, as identified in the applicable plan or Order Form.
"Subscription Term" means the subscription period specified in the applicable plan or Order Form, including renewals.
"Usage Unit" means the metered unit applicable to a Service under the applicable plan or Order Form (for example, search requests for QSearch, AI interactions or messages for QChat, or sessions where an Order Form so provides), as defined therein.
2. The Services
2.1. Subject to these Terms and payment of applicable fees, Quissly will make the Services available to Customer during the Subscription Term.
2.2. Quissly may modify, update, and improve the Services from time to time. Quissly will provide at least fifteen (15) calendar days' prior notice of changes that materially reduce the core functionality of a Service or constitute breaking changes to supported integrations.
2.3. Features identified as beta, pilot, preview, or similar are provided as-is for evaluation, may be modified or discontinued at any time, and are excluded from any support or service level commitments.
2.4. The Services depend on third-party infrastructure and model providers. Quissly is not responsible for failures or changes in third-party services outside its reasonable control, but will use commercially reasonable efforts to mitigate their impact.
2.5. Quissly may offer free plans or trials. Free plans are provided as-is, without support or service level commitments, and their usage caps may operate as hard limits: the Service may stop processing further Usage Units when the cap is reached, without overage. Quissly may modify, limit, suspend, or discontinue free plans at any time with reasonable notice. Provisions of these Terms concerning fees do not apply to a plan for so long as it is free of charge. Free plans and trials are offered so that Customer can evaluate the quality and fitness of the Services before purchasing a paid subscription.
2.6. Use of Quissly's public website (quissly.com) is also subject to these Terms, applied as applicable to website use. Website content is Quissly's or its licensors' intellectual property, is provided for general information "as is", and may be changed at any time.
3. Order Forms; Precedence
3.1. Customer may subscribe to Services through Quissly's online subscription flow or through an Order Form. Each Order Form is governed by and incorporates these Terms.
3.2. In case of conflict, the following order of precedence applies: (a) the applicable Order Form; (b) the Data Processing Agreement, solely with respect to the processing of personal data; (c) these Terms; (d) the Acceptable Use Policy and the Support & Service Levels Policy. An Order Form modifies these Terms only where it does so expressly.
4. Accounts
4.1. Customer must provide accurate, current, and complete registration information and keep it updated.
4.2. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities under its account, including the acts and omissions of its authorized users and operators. Customer will notify Quissly promptly at security@quissly.com of any suspected unauthorized use.
4.3. Customer will assign access roles within the Admin Panel appropriately and is responsible for its users' compliance with these Terms.
5. License; Restrictions
5.1. Quissly grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services on the Properties, for Customer's internal business purposes, in accordance with the Documentation, these Terms, and the applicable plan or Order Form.
5.2. Customer will not, and will not permit any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, models, algorithms, or non-public APIs of the Services, except to the extent such restriction is prohibited by applicable law; (b) copy, modify, or create derivative works of the Services; (c) rent, lease, resell, sublicense, distribute, or otherwise make the Services available to third parties, except deployment to End Users on the Properties as intended; (d) use the Services or any output to develop, train, or improve a product or service that competes with the Services; (e) circumvent quotas, metering, or security controls; (f) publish or disclose benchmarks or performance tests of the Services without Quissly's prior written consent; (g) use the Services in violation of the Acceptable Use Policy or applicable law.
5.3. Quissly may suspend access to the Services, in whole or in part, immediately upon notice if: (a) Customer fails to pay fees when due; (b) Customer materially breaches these Terms; (c) Customer's use poses a security risk to the Services or third parties; or (d) suspension is required by law. Quissly will limit the suspension in scope and duration to what is reasonably necessary and will restore access promptly after the cause is cured.
6. Customer Obligations
6.1. Customer will provide, in a timely manner, the information, materials, and access reasonably required for integration and operation of the Services.
6.2. Customer is solely responsible for the Properties and for Customer Data, including its accuracy, legality, and Customer's right to provide it for processing under these Terms.
6.3. Customer is responsible for providing End Users with all legally required notices and for obtaining all legally required consents relating to the deployment of the Services on the Properties, including notices that conversations may be processed by artificial intelligence and by service providers acting on Customer's behalf, and any consents required for Customer's own marketing use of data collected through the Services.
6.4. Customer will use human oversight appropriate to its use case. The Services produce AI-generated output that may be inaccurate or incomplete; Customer is responsible for how output is used, including any reliance on it in Customer's business. Output is not professional advice; the Services are not designed for medical, legal, financial, or emergency use, and Customer will not present output to End Users as such.
6.5. Customer represents that neither it nor any party on whose behalf it acts is subject to sanctions administered by the United States (including OFAC), the European Union, the United Kingdom, or the United Nations, or located in a country or region subject to comprehensive embargo. Customer will comply with applicable export control, sanctions, and anti-corruption laws in connection with its use of the Services and will not permit access to or use of the Services in violation of them.
7. Fees and Payment
7.1. Customer will pay the fees specified in the applicable plan or Order Form. Except as expressly stated in an Order Form, fees are non-refundable and payment obligations are non-cancellable.
7.2. "Billing Period" means the monthly or annual period of the applicable plan or Order Form. Fees for annual plans are payable in full at the start of the annual Billing Period.
7.3. For subscriptions purchased through Quissly's online subscription flow, Customer authorizes Quissly and its payment processor to charge the payment method on file: (a) base subscription fees, at the start of each Billing Period; and (b) overage fees for Usage Units consumed beyond the included quota, after the end of the Billing Period in which they were consumed, separately or together with the next base charge. If a charge fails, Quissly may retry it; amounts remaining unpaid five (5) business days after notice of the failed charge are overdue, and Quissly may suspend the Services in accordance with Section 5.3.
7.4. Where the parties agree on invoicing (including under an Order Form), unless stated otherwise therein: (a) base subscription fees for each Billing Period are invoiced at the start of that Billing Period and are due within five (5) business days of invoice; and (b) overage fees are invoiced after the end of the Billing Period in which they were consumed and are due within five (5) business days of invoice.
7.5. Unless an Order Form states otherwise, fees are stated and payable in US Dollars. All fees are exclusive of value-added, sales, and other applicable taxes, duties, and levies, which Customer is responsible for (other than taxes on Quissly's income).
7.6. Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, if lower. Quissly may suspend the Services for non-payment in accordance with Section 5.3 and may condition reinstatement on payment of all overdue amounts.
7.7. Quissly may change subscription pricing with effect from the next renewal of the Subscription Term, by notice given at least thirty (30) calendar days before renewal. Customer's remedy if it does not accept a price change is to not renew.
7.8. Usage is measured by Quissly's systems, which are authoritative absent manifest error. Quissly makes current-period usage visible to Customer in the Admin Panel or on request.
8. Term; Renewal; Termination
8.1. These Terms commence on acceptance and continue while any Subscription Term is in effect.
8.2. Unless the applicable plan or Order Form states otherwise, each Subscription Term automatically renews for successive periods equal in length to the initial period, unless either party gives notice of non-renewal at least thirty (30) calendar days before the end of the then-current period.
8.3. Customer may cancel any subscription at any time via the Admin Panel or by written notice. Cancellation takes effect at the end of the then-current Billing Period; Customer retains access through that date, no further Billing Periods are charged, and prepaid fees for the current Billing Period are not refunded. Quissly may terminate any subscription for convenience on thirty (30) calendar days' written notice, in which case Quissly will refund the pro-rata portion of prepaid fees for the unused remainder of the Subscription Term.
8.4. Either party may terminate these Terms or the affected Order Form for cause if the other party materially breaches them and fails to cure the breach within fifteen (15) business days of written notice describing the breach. If Customer terminates for Quissly's uncured material breach, Quissly will refund the pro-rata portion of prepaid fees for the unused remainder of the Subscription Term.
8.5. Upon termination or expiry: (a) Customer's license and access to the Services end, and Quissly may remove Service integrations from the Properties and disable Admin Panel access; (b) Customer will pay all fees for Services rendered through termination; (c) for thirty (30) calendar days after termination, Quissly will, on request, make available for export the Customer Data then held in the Services in a commonly used format, after which Quissly will delete Customer Data in accordance with the Data Processing Agreement and Section 9.4; (d) sections which by their nature should survive (including Sections 7, 9, 10, 11, 12, 13, 14, 16, and 17) survive.
9. Intellectual Property; Customer Data
9.1. Quissly and its licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, interfaces, designs, Documentation, and all improvements and derivatives thereof, and all intellectual property rights therein. No rights are granted to Customer except as expressly stated in these Terms.
9.2. Customer retains all right, title, and interest in and to Customer Data. Customer grants Quissly a non-exclusive, worldwide license to host, process, transmit, and display Customer Data as necessary to provide, secure, support, and improve the Services during the Subscription Term and any post-termination export period.
9.3. Quissly will not use Customer Data to train or fine-tune foundational or general-purpose machine learning models, or any model made available to or shared across other customers. Quissly may: (a) use Customer Data to configure, optimize, and, where the applicable plan or Order Form provides, fine-tune models and indexes deployed solely for Customer's own tenant, in each case excluding personal data from any such training or fine-tuning; and (b) generate and use aggregated and de-identified data derived from use of the Services (data that does not identify Customer, any End User, or any natural person and cannot reasonably be re-identified) for analytics, benchmarking, and improving the Services. The treatment of personal data is governed by the Data Processing Agreement.
9.4. Deletion and return of personal data on termination are governed by the Data Processing Agreement.
9.5. If Customer provides feedback or suggestions regarding the Services, Quissly may use them without restriction or obligation.
9.6. Quissly may identify Customer by name and logo as a customer in Quissly's marketing materials and website. Customer may withdraw this permission at any time by written notice to legal@quissly.com, effective prospectively.
10. Confidentiality
10.1. "Confidential Information" means non-public information disclosed by one party to the other in connection with these Terms that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser's Confidential Information, or is rightfully received from a third party without duty of confidentiality.
10.2. The recipient will use the discloser's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to third parties except to employees, advisors, and subcontractors who need to know it and are bound by confidentiality obligations at least as protective as this Section.
10.3. The recipient may disclose Confidential Information to the extent required by law or valid legal process, provided it gives the discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.
10.4. Neither party will publicly disclose the commercial terms of the parties' relationship without the other party's written consent, except as permitted by Section 9.6 or required by law.
10.5. On the discloser's written request, the recipient will return or delete the discloser's Confidential Information within thirty (30) calendar days, except for copies retained under routine backup procedures or as required by law, which remain subject to this Section.
10.6. The obligations in this Section continue for three (3) years after termination of these Terms; for trade secrets, they continue for as long as the information remains a trade secret under applicable law.
11. Data Protection
11.1. Where Quissly processes personal data on Customer's behalf in providing the Services, the parties' Data Processing Agreement, available at https://www.quissly.com/legal/dpa, is incorporated into these Terms and governs such processing. The parties will comply with applicable data protection law, including the Law of Georgia on Personal Data Protection and, where applicable, the EU General Data Protection Regulation.
11.2. Quissly's processing of personal data for its own purposes (such as Customer account administration and website analytics) is described in the Privacy Policy at https://www.quissly.com/privacy-policy.
12. Warranties; Disclaimers
12.1. Each party represents that it has the legal power to enter into these Terms.
12.2. Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Quissly disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Services will be uninterrupted, error-free, or that output will be accurate or complete. No uptime level is guaranteed unless expressly stated in an Order Form; for Enterprise subscriptions, an availability service level with service credits is available as described in the Support & Service Levels Policy. Support response commitments are set out in that Policy and, together with any incorporated availability service level, are Quissly's sole obligations with respect to defect handling and availability.
12.3. Customer acknowledges that the Services use probabilistic artificial intelligence and machine learning technologies and that output may be inaccurate, incomplete, outdated, or otherwise flawed. Customer will evaluate the Services for fitness for its use case, including through any free plan or trial, will apply human review appropriate to the stakes of the use, and will not rely on output as a sole source of truth or as a substitute for professional advice.
13. Limitation of Liability
13.1. To the maximum extent permitted by law, each party's total aggregate liability arising out of or related to these Terms and the Services, regardless of the theory of liability, will not exceed the total fees paid or payable by Customer for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.
13.2. To the maximum extent permitted by law, neither party, nor Quissly's suppliers, will be liable for: (a) indirect, incidental, consequential, special, punitive, or exemplary damages; (b) lost revenue, profits, or goodwill; (c) loss caused by business interruption; (d) loss or corruption of data, except for the reasonable cost of restoring data from Customer's backups where the loss was caused by Quissly's breach and could not have been avoided by Customer maintaining reasonable backups; (e) output generated by the Services, or Customer's or End Users' use of or reliance on output, except to the extent caused by Quissly's breach of these Terms; or (f) damage caused by the other party or third parties, misuse of the Services, third-party services or infrastructure, or force majeure, in each case even if advised of the possibility of such damages.
13.3. Sections 13.1 and 13.2 do not limit: (a) Customer's obligation to pay fees due; (b) a party's liability for its gross negligence, willful misconduct, or fraud; or (c) liability that cannot be limited under applicable law.
14. Indemnification
14.1. Customer will defend and indemnify Quissly against third-party claims, and resulting damages, costs, and reasonable attorneys' fees, arising from: (a) Customer Data; (b) the Properties; (c) Customer's use of the Services in violation of these Terms, the Acceptable Use Policy, or applicable law; or (d) Customer's failure to provide End User notices or obtain consents required under Section 6.3.
14.2. Quissly will defend Customer against any third-party claim alleging that the Services, as provided by Quissly and used in accordance with these Terms, infringe that third party's intellectual property rights, and will indemnify Customer against damages and costs finally awarded, or agreed in settlement, on such claim, provided Customer gives Quissly prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation. This obligation does not apply to claims arising from: (a) Customer Data or other materials provided by Customer or End Users; (b) combination of the Services with items not provided by Quissly, where the claim would not have arisen from the Services alone; (c) modifications not made by Quissly; or (d) use in violation of these Terms or the Documentation. If the Services become, or in Quissly's opinion are likely to become, the subject of such a claim, Quissly may at its option and expense: (i) modify or replace the affected Service so it is non-infringing without materially reducing functionality; (ii) procure the right for Customer to continue using it; or (iii) terminate the affected subscription and refund prepaid fees for the unused remainder of the Subscription Term. This Section states Quissly's entire liability and Customer's exclusive remedy for intellectual property infringement claims.
15. Modifications to These Terms
15.1. Quissly may update these Terms and the incorporated policies from time to time. Each version carries a version number and effective date, and prior versions remain available via https://www.quissly.com/legal/changelog.
15.2. Non-material changes (such as clarifications and corrections) take effect on posting. Material changes - including changes to fees mechanics, data use, liability, or dispute resolution - take effect no earlier than thirty (30) calendar days after notice to Customer's registered email or via the Admin Panel. If Customer does not accept a material change, Customer's remedy is to terminate the affected subscription by notice before the change takes effect, effective at the end of the notice period; continued use after the effective date constitutes acceptance.
15.3. Where an Order Form so provides, the version of these Terms in effect on the Order Form date remains fixed for the then-current Subscription Term.
16. Contracting Entity; Governing Law; Venue
16.1. The contracting entity under these Terms is Quissly, Inc., a corporation organized under the laws of the State of Delaware, USA, address: 131 Continental Drive, Suite 301, Newark, DE 19713, USA, unless an Order Form expressly identifies a different Quissly affiliate as the contracting entity, in which case that affiliate is the contracting party for the subscriptions under that Order Form and references to "Quissly" mean that affiliate.
16.2. Where Quissly, Inc. is the contracting entity, these Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws rules, and any dispute not resolved by negotiation is subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, to which the parties submit. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Where an Order Form identifies a Quissly affiliate as the contracting entity, the governing law and venue specified in that Order Form apply; absent such specification, the laws and competent courts of that affiliate's jurisdiction of organization apply.
16.3. Customer's contractual relationship is solely with the applicable contracting entity, and no other Quissly group entity has obligations or liability to Customer under these Terms.
16.4. Before initiating proceedings, the parties will first attempt in good faith to resolve any dispute by negotiation.
17. General
17.1. Notices. Legal notices must be in writing and sent by email: to Quissly at legal@quissly.com, and to Customer at the email address associated with its account or specified in the Order Form. Notices are deemed given on the business day of delivery. Each party will notify the other of changes to its contact details within two (2) business days.
17.2. Electronic execution. These Terms and any Order Form may be accepted electronically, including by click-through acceptance or through an electronic signature platform (including Signify). An electronically executed or accepted document has the same legal force as a physically signed original, and no separate physical counterparts are required.
17.3. Assignment. Customer may not assign these Terms without Quissly's prior written consent. Quissly may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer.
17.4. Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, governmental acts, and large-scale failures of communications or power infrastructure. If a force majeure event continues for more than one (1) month, either party may terminate the affected subscription by written notice without compensation.
17.5. Severability. If any provision of these Terms is held invalid, the remainder remains in effect, and the invalid provision is deemed replaced by a valid provision that most closely reflects the parties' original commercial intent.
17.6. Entire agreement. These Terms, together with the Order Forms and incorporated policies, are the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject.
17.7. No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party's authorized representative.
17.8. Language. These Terms are drafted in English. Any translation is provided for convenience only; the English version prevails.
18. Contact
Questions about these Terms: legal@quissly.com
Quissly, Inc., a Delaware corporation Address: 131 Continental Drive, Suite 301, Newark, DE 19713, USA