Terms of Service

Welcome to Quilter! Allegro Labs, Inc. (a/k/a “Quilter” or “us”) offers a software-as-a-service platform for automated circuit layout creation (“Service”). Our Service includes our proprietary, Software-as-a-Service platform which includes our website (located at: https://www.quilter.ai/) (“Site”) and all of its related web pages and locations, our documentation, Materials (defined below), all software applications, chat bots, databases, modules, source code, development tools, libraries and utilities, as well as all modifications, updates, upgrades, and enhancements that Quilter may make to the Service at any time and on a periodic basis (each of the foregoing capitalized terms defined further below).

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This Quilter Terms of Service (also “Terms”) applies to your use of the Service, Materials, as well as your Input and Output. These Terms are a legally binding agreement between you and Quilter, so please read them carefully (each of the foregoing capitalized terms defined further below). 

BY USING THE SERVICE, YOU AGREE TO THESE TERMS AND TO THE QUILTER PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE. MATERIALS AND INFORMATION INTENDED FOR USERS OF THE SERVICE ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE (OR THE MINIMUM LEGAL AGE REQUIRED TO PROVIDE CONSENT FOR PROCESSING OF PERSONAL DATA IN THE COUNTRY WHERE THE CHILD IS LOCATED).

If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and represent you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with Quilter, in which event the terms of that contract will govern your use of the Service.

1. Changes to Terms of Service. Quilter reserves the right, in its sole discretion, to change or modify the Terms, whether in whole or in part, without notice. If Quilter changes the Terms, Quilter will post such new terms on the Site and any such changes or modifications will become effective upon posting. Your access to and use of the Service, following the posting of any such changes or modifications, will constitute your acceptance of the Terms as revised.
2. Your Account.
   
   1. While registration is not required to access and use the Site, Quilter requires you to register to use the Service. Quilter requires you to provide your true, complete and accurate information about yourself  on any registration form in the Site, and to maintain and update that information over time to remain true, complete and accurate.
   2. By registering for and using the Service, you agree that your access to features, usage limits, and available functionality is determined by the subscription tier selected at the time of sign-up, as described on Quilter’s “Pricing Page.” The Pricing Page, which may be updated from time to time at https://quilter.ai/pricing, sets forth the applicable fees, usage thresholds, and feature availability for each tier. Your continued use of the Service constitutes acceptance of any modifications to the Pricing Page. It is your responsibility to review the Pricing Page periodically to remain informed of your applicable tier and associated limitations.
   3. You are responsible for (i) your Input and Output and (ii) complying with the Terms including our Acceptable Use Policy (see Section 8 below). Only you may use your Quilter account, and you are responsible for all aspects of your account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Service or your account or have any questions about your account please contact Quilter Support at: team@quilter.ai.  
   4. In addition to traditional signup via email and a password, our Service also utilizes Single Sign-On (SSO) (e.g., Auth0) in order to sign up, register and authenticate into the Service. You may choose what email address(es) you use to register for an account. If the domain of the email address associated with your account is owned or controlled by an organization, and that organization establishes a direct relationship with Quilter and wishes to add your account to its relationship, then your account and email may be moved under that organization’s account after a reasonable attempt to notify you. If you fail to respond or change your email address associated with your account, your account may be deactivated, and your User Data (defined below) associated with your account may be deleted.
   5. If an organization provided you with your account (e.g., an employer or school), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (i) manage your account (including suspending or canceling); (ii) reset your password; (iii) view your usage and profile data, including how and when your account is used; and (iv) manage the User Data in your account.
   6. Parents and legal guardians may not agree to these Terms on their children’s behalf. If Quilter becomes aware that a child under 13 has provided or attempted to provide Quilter with personal information, Quilter will use best efforts to remove the information permanently from our files. If you are between the age of 13 and 18 years old, you may use the Service but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between 13 and 18 years old, be advised that you are fully responsible for his or her use of the Service and any and all legal liability that he or she may incur.
3. Suspension and Termination of Your Account. If Quilter believes that your account has been used for any illegal purpose, or you have otherwise violated the Terms (including the Acceptable Use Policy) or any applicable federal, state or local laws, Quilter may share account information with law enforcement officials and suspend and/or terminate your account. Once your account is suspended or terminated, you will no longer have access to your account, Output or User Data. Upon termination, you may request access to your Output and User Data, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy. If you request the deletion of your data, we will process your request promptly, unless retention is necessary to comply with legal obligations or for legitimate business interests.
4. Right to Access and Use the Service. 
   
   1. The Service. Upon completion of the registration of your account, and subject to these Terms, Quilter grants you a royalty-free, nonexclusive, nontransferable, worldwide right to access and use the Service. Quilter reserves all rights not expressly granted under these Terms. You agree that Quilter owns all rights, title and interest in the Service (including, but not limited to, any computer code, themes, objects, characters, concepts, artwork, methods of operation, moral rights, documentation etc.) and all improvements, enhancements and updates made thereto to any and each of the foregoing.
   2. The Materials. You may use the Materials (defined below) only in connection with the Service.
   3. Documentation. You may use the “Documentation” (located here: https://docs.quilter.ai/) in association with your use of the Service. If you have any questions about our Service, the Documentation, and your  use thereof, you may direct them to our chat bot made available within the Site and Service or as otherwise indicated herein with respect to support.
   4. Restrictions. You shall not and not allow any third party to: (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or Materials to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or Materials; (x) violate any applicable laws including, but not limited to, export; or (xi) violate the Acceptable Use Policy.
   5. Support.  If you experience any errors, bugs, or other issues in its use of the Service, please notify Quilter at: team@quilter.ai. Quilter will use commercially reasonable efforts to respond as soon as possible in order to resolve the issue or provide a suitable workaround.
5. Input & Output. 
   
   1. Input. Subject to your compliance with this Agreement, you may upload information and/or data, including your input board files, schematic designs, and CAD files, to the Service, including by way of your comments, questions, and other input to the Service (collectively, "Input"). You, and not Quilter, are entirely responsible for all Input that you upload to the Service. By submitting your Input to the Service, you represent and warrant that:
      
      1. You own or have the necessary licenses, rights, consents, and permissions to use and authorize the Service to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to your Input; 
      2. Your Input, and your submission to and use of the Service will not infringe or violate any third party's intellectual property rights, privacy rights, or any other rights;
      3. All information submitted as part of your Input is accurate and not misleading;
      4. Your Input does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; 
      5. Your Input does not violate the Acceptable Use Policy, and complies with all applicable laws and regulations; and 
      6. Your Input does not contain any viruses, malware, or other harmful code that could damage or disrupt the Service or any other user's use of the Service.
   2. Input License. You grant Quilter a perpetual, worldwide, royalty-free and sublicensable license to use, display, host, copy, store, create derivative works of and based upon, your Input to the extent necessary to provide, improve and develop the Service, which for clarity includes the right to train Quilter’s underlying artificial intelligence models and algorithms of the Service (“AI Models”), and generate Usage Data and Synthetic Training Data (each as defined below).
   3. Output. In connection with your use of the Service, you will transfer Input to Quilter that the Service uses to generate your Output.

“Output” means CBLs generated and outputted by the Service by processing Input. 

"CBL(s)" means printed circuit board layouts, and related documentation, generated by you by using the Service.

You acknowledge that Output is based on your Input, and that Quilter has no control over any such Input. You are solely responsible for your use of your Output created through the Service, and for determining whether the Output is appropriate for your intended use, and you assume all risks associated with your use of any Output, including any potential copyright infringement or other claims from third parties or any disclosure of your Output that personally identifies you or any third party.

4. Ownership of Content. Quilter does not claim ownership of any Input or Output (collectively, "Your Content"). As between Quilter and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms; and (b) Quilter does not represent or warrant that the Output are protectible by any intellectual property rights under applicable law.
5. Output Disclaimer. OUTPUT IS GENERATED BY MACHINE LEARNING CAPABILITIES OF THE SERVICE. ALL OUTPUT IS PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. QUILTER MAKES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF OUTPUT.

6. User Data, Usage Data, Synthetic Training Data; Privacy & Security. 
   
   1. User Data. In connection with your use of the Service, you will transfer User Data to Quilter for processing. Quilter uses User Data exclusively for the purpose of providing the Service to you. “User Data” means all data you provide to us in connection with registering for the Service and in order to use the Service (e.g., name, email address, etc.), including any personal data as that term is defined under applicable laws. User Data does not include Input. User Data does not include Usage Data.
   2. Usage Data. You grant Quilter a limited license to use Input and User Data to create and develop Usage Data. “Usage Data” means data collected by Quilter pertaining to your interaction with the Service which includes, but is not limited to, performance of the Service, metrics and other measures of your use of the Service and its operation. Usage Data are not User Data and do not consist of your personal data (as that term is defined under applicable laws).
   3. Synthetic Training Data. You grant Quilter a limited license to use Input to create and develop Synthetic Training Data. “Synthetic Training Data” means data that Quilter generates, via the Service, randomly constructed using your Input by extracting metadata (e.g., individually isolated objects, geometries, constraints) to build a vocabulary to train Quilter’s AI Models of the Service. 
   4. Privacy. By using the Service, you signify your ongoing and continuing consent to the Quilter Privacy Policy (“Privacy Policy”). The Privacy Policy is incorporated into and form part of these Terms. In the event of any inconsistency between the Terms and the Privacy Policy, the Terms prevail. Input and User Data that you supply to Quilter, and Usage Data that Quilter generates about you, are subject to the Privacy Policy. In addition, Quilter email addresses are provided solely for user queries relating to the Service. The capture of Quilter emails for use with unsolicited email is not permitted.
   5. Security. Quilter maintains industry-standard physical, technical, and administrative safeguards in order to protect your Input and User Data. 
7. Acceptable Use Policy. You must comply with the following “Acceptable Use Policy” which means you may not:

1. Use your Output with any third party (e.g., an organization to which you are a member including your employer) unless otherwise permitted by Quilter in writing;
2. Use your Output to compete with Quilter; 
3. Assign, transfer, or sublicense, any rights in and to your Output for any use in violation of this Agreement;
4. Copy, transmit, publish, distribute, display or in any other way exploit the Service, Trademarks (defined below) and/or Materials (together, the “Quilter Assets”) at any time in any manner except as otherwise permitted within the Service;
5. Use the Quilter Assets for any illegal, unauthorized or improper purpose;
6. Use the Quilter Assets in a way that violates any applicable law or these Terms; 
7. Use the Quilter Assets to modify or create derivative works of the Quilter Assets or any of each of their respective components except as otherwise permitted within the Service;
8. Aggregate or collect any Quilter Assets to construct any kind of database;
9. Use any robot, spider, scraper or other automated means to access the Quilter Assets for any purpose without our express written permission;
10. Take any action that imposes, or may impose in Quilter’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
11. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or with any other person’s use of the Service; or
12. Bypass any measures Quilter may use to prevent or restrict access to the Service, or otherwise attempt to gain unauthorized access to any portion or feature of the Service, by hacking, password “mining” or any other illegitimate means.

8. Cancellation. You may cancel your subscription to the Service at any time upon written notice to Quilter via email to: team@quilter.ai.
9. Quilter Intellectual Property Rights & Feedback. Except as expressly set out in these Terms, all intellectual property rights in and to the Quilter Assets, Synthetic Training Data and Usage Data are the sole property of Quilter and its licensors. Quilter owns and retains all right, title, and interest in and to the Quilter Assets, Synthetic Training Data and Usage Data.

You may provide comments, suggestions and recommendations to Quilter with respect to the Quilter Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, "Feedback"). Quilter may freely use and exploit any such Feedback without any obligation to you and you assign to Quilter all rights in and to the Feedback.

10. Copyright. The content of the Site, including all text, images, software, audio and video, links, our Documentation, as well as any such combination and/or compilation of the same (collectively, "Materials"), and the other Quilter Assets, are the property of Quilter and is protected by U.S. and international copyright laws. The Quilter Assets may not be modified, reproduced, distributed, transmitted, publicly displayed, performed, or otherwise used, in whole or in part, without the prior written consent of Quilter. No use of Quilter Assets is allowed except as expressly stated herein. Some Quilter Assets may be copyrighted by Quilter’s suppliers, licensees and affiliates. Copyright law also applies to other companies' advertisements or information presented in the Site and/or Service.
11. Trademarks. “Quilter” (including the company’s name, logos and Site name) are the trademarks of Quilter (collectively, the “Trademarks”), within the United States as well as in other countries. You may not display, make reference to or use the Trademarks, in any manner without prior written permission by Quilter. All other trademarks, service marks, product and service names and company names or logos that appear on the Site are the property of their respective owners. The use of Quilter’s Trademarks on any other website is not allowed. Quilter prohibits the use of the Trademarks as a "hot" link on or to any other website unless establishment of such a link is approved in advance by Quilter.
12. Links & Third Party Products. For your convenience only, Quilter has provided links (which may include by means of third party integrations) within the Service to other websites operated by third parties. Quilter exhibits no control over such third-party websites and Quilter is not responsible for their content or the privacy practices thereof. Quilter makes no representations or warranties and accepts no responsibility for the quality, content, nature or reliability of any third-party web site or service accessible by hyperlink from the Service. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Service, are solely between you and such advertiser. This includes payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. You agree that Quilter will not be responsible or liable for any loss or damage incurred as the result of any such dealings with any such third parties.
13. Confidentiality. While using the Quilter Assets or interacting with Quilter, the parties acknowledge that either party may receive or have access to non-public information which is proprietary or confidential to the other party or its affiliated companies. Any and all such information shall be deemed confidential and proprietary. Your confidential information may include things such as your User Data and other account information. Quilter’s confidential information includes things such as the Service, Materials, Synthetic Training Data, Usage Data and information we convey during support. Confidential information will include any information marked or identified by a party as confidential, or that should otherwise be reasonably understood by the party receiving the information as confidential under the circumstances.

Each party will use confidential information only as necessary to perform its obligations under the Terms, will not disclose confidential information to any third party, and will protect the confidentiality of the disclosing party’s confidential information with the same standard of care as the receiving party uses or would use to protect its own confidential information, but in no event will the receiving party use less than a reasonable standard of care.

14. Indemnification. You agree to defend, indemnify, and hold harmless Quilter from all liabilities, claims, and expenses, including attorney’s fees, that arise from any claim or demand, made by any third party due to or arising out of: (i) that your Input, Output and/or User Data violates the rights of any third party or applicable laws; (ii) your use of the Quilter Assets in violation of these Terms or applicable laws; and (iii) any violation of these Terms. Quilter reserves the right, at Quilter’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Quilter in asserting any available defenses. 
15. Disclaimer of Warranties. THE QUILTER ASSETS ARE PROVIDED BY QUILTER ON AN “AS IS” AND “AS AVAILABLE” BASIS. QUILTER MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUILTER ASSETS OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE QUILTER ASSETS AND THE SERVICE ARE AT YOUR SOLE RISK AND RESPONSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUILTER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. QUILTER DOES NOT REPRESENT OR WARRANT THAT THE QUILTER ASSETS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, SUBJECT TO CORRECTION, OR ERROR-FREE OR THAT THE QUILTER ASSETS, INCLUDING ITS SERVERS, ARE FREE OF ANY HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

16. Limitation of Liability. IN NO EVENT WILL QUILTER BE LIABLE TO YOU, OR TO ANY PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THESE TERMS. QUILTER’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, TO YOU SHALL IN NO EVENT BE GREATER THAN ONE-HUNDRED UNITED STATES DOLLARS ($100.00).

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, QUILTER IS RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.

The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and Quilter, and you and Quilter have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.

17. Changes to Site. Quilter reserves the right, in its sole discretion, of which Quilter may choose to do at any time and from time to time, to modify or discontinue, whether temporarily or permanently, the Service, or the content thereof, with or without notice. Quilter reserves the right to interrupt the operation of the Service, or any portion of the Service, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Quilter will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
18. Applicable Law, Jurisdiction and Claims. THESE TERMS ARE MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF CALIFORNIA, U.S.A. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. 

If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in Losa Angeles, California, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to this Agreement will be subject to the jurisdiction of the state and federal courts of Santa Clara County, California, U.S.A.

19. Force Majeure. Quilter is not responsible for damages, delays, or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; any labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; or inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers (each of the foregoing, a “Force Majeure Event”). Quilter may suspend or terminate the service in the event of a Force Majeure Event that lasts longer than 15 days on notice to you.
20. Copyright Complaints. Quilter respects your intellectual property rights as well as the rights of other third parties. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Quilter at: legal@quilter.ai.
21. Notice. You agree that Quilter may provide notice to you and other information concerning the Service electronically, including any notice to any email address supplied by you.
22. General Provisions. These Terms are the entire agreement between the parties and supersede all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and these Terms will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to these Terms. Any notice provided by one party to the other under these Terms will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of these Terms is found unenforceable, these Terms will be construed as if it had not been included. You may not assign this Agreement without the prior, written consent of Quilter.

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