Please read these Terms of Service carefully as they contain important information about your rights and obligations as a user of the Quilt Platform (as that term is defined below). By accessing or using the Quilt Platform you agree to be bound by these Terms of Service. If you do not agree to all of these Terms of Service, you are prohibited from accessing or using the Quilt Platform.
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These Terms of Service (these “Terms”) apply between you and We Quilt, Inc. (“Quilt,” “we,” “our” or “us”) in connection with your access to and use of our website (“Site”), any communications service, or other interactive service that may be available to you on or through the Site and together with all associated services (the “Quilt Platform”). These Terms do not change the terms or conditions of any other written agreement you may have with us for Quilt offerings or otherwise.
We reserve the right to change these Terms at any time at our discretion. If we make changes to these Terms, we will provide notice of the changes, by sending you an email, to the address we have on record, notifying you that new Terms are in effect. Your continued use of the Quilt Platform after you have received notice of the new Terms will confirm that you accept the new Terms in full. Please note it is your responsibility to ensure that emails from Quilt are not blocked or sent to a spam or similar folder by your email server. Emails rejected by your email server or which go to a folder other than your regular inbox shall be deemed to have been received by you. We encourage you to review these Terms regularly to ensure that you understand the terms and conditions that apply to your use of the Quilt Platform. If you do not agree to the new Terms, you must stop using the Quilt Platform.
Questions or comments about these Terms may be directed to Quilt at email@example.com.
1.1 What we do! The Quilt Platform provides a listing and booking system that enables registered users (“Members”) who are Members and third-party providers of co-working and/or gatherings operated out of their home (“Hosts” and the services offered by the Hosts “Host Services”) to post their Host Services (a “Listing”) on the Quilt Platform in order to communicate with and enter into transactions directly with Members who are in search of Host Services (“Guests”) so that Guests may book the Host Services for an agreed upon period and price subject to any other agreed upon terms set out in the Listing for such Host Services (a “Booking”). The Host Services may include offering the Host’s home, (“Quilt Home”) for use as a co-working space (“Co-Working”) or for workshops or other educational or experiential happenings (“Gatherings”) along with a variety of other accompanying services to support the use of the Quilt Home for Co-Working or Gatherings.
1.2 What we don’t do. As the provider of the Quilt Platform, Quilt does not
1.3 If you elect to be a Host or Co-Host (as defined herein) you understand that your relationship with Quilt is that of an independent third-party contractor and in no way are you an employee, partner, agent, or principal of Quilt.
2.1 You must be at least 18 years old, a US citizen or resident and able to enter into legally binding contracts to access and use the Quilt Platform. By accessing or using the Quilt Platform you represent and warrant that you are 18 or older, you are a US citizen or resident and have the legal capacity and authority to enter into a contract.
2.2 To access certain areas and features within the Quilt Platform, you must register an account and create a profile (“Quilt Account”). You may not have more than one Quilt Account. All information that you provide in connection with your Quilt Account must be correct, current, and complete and you must keep your Quilt Account up-to-date at all times. We reserve the right to deny registration of any account at our discretion and to terminate your access to all or any part of the Quilt Platform at any time if you provide incorrect or misleading information in connection with your Quilt Account.
2.3 You are responsible for maintaining the confidentiality and security of your Quilt Account, including your username and password and you may not disclose these account details to any third-party. You must immediately notify Quilt if you know of or have any reason to suspect there has been a security breach with regard to your Quilt Account, such as your password being lost or stolen. By creating a Quilt Account you accept all risks associated with the unauthorized access of your Quilt Account and you agree to accept responsibility for all activities that occur under your Quilt Account.
2.4 To access or to use certain features of the Quilt Platform you may be subject to additional Quilt policies or terms. If there is a conflict between these Terms and the terms regarding a specific feature of the Quilt Platform, the specific terms with respect to that feature of the Quilt Platform shall govern your access to and use of that feature.
3.1 Quilt may in its sole discretion allow Members to post, upload, publish or otherwise transmit or store content, such as text, photos, videos, graphics or other materials and information (“Member Content”) on the Quilt Platform. By making available any Member Content on the Quilt Platform, you grant Quilt the worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content to provide and/or promote the Quilt Platform, in any and all media. Quilt is not liable for any statements, representations, or Member Content provided by any Member on the Quilt Platform. Although Quilt has no obligation to monitor and edit Member Content, we reserve the right in our sole discretion to remove or otherwise edit any Member Content without notice to the Member.
3.2 Except for any Member Content, all content contained on the Quilt Platform is the copyrighted property of Quilt or its subsidiaries or affiliated companies and/or third-party licensors (“Quilt Content”). Quilt Content, includes, but is not limited to, the visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Quilt Platform. All Quilt Content is protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All trademarks, service marks, and trade names are proprietary to Quilt or its affiliates and/or third-party licensors. Except as expressly authorized by Quilt, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Quilt Content or of the Member Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms.
3.3 With regard to Member Content that you make available on the Quilt Platform you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content or you have all rights, licenses, consents and releases that are necessary to grant to Quilt the rights in and to such Member Content and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Quilt’s use of the Member Content will infringe, misappropriate or violate a third-party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
3.4 DMCA Notices. If you believe that any Content posted violates your copyright, please notify us at firstname.lastname@example.org. This notice should identify the specific Content and provide us with evidence of your ownership of the copyright or authorization to enforce the rights of the copyright owner. We will review alleged violations but may not send you a response each time notifying you of the results of our review. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act (DMCA).
4.1 Quilt may charge Hosts and Guests service fees for use of the Quilt Platform (“Service Fees”). All Service Fees will be presented to you on the Quilt Platform prior to requesting a Booking or publishing a Listing.
4.2 You shall be solely responsible for payment to Quilt of all such Service Fees incurred by you through your use of the Quilt Platform. Except as otherwise set forth in these Terms, all Service Fees are non-refundable. We reserve the right to adjust the Service Fees at any time.
5.1 You may only post one Listing at a time on the Quilt Platform. Your Listing must at all times (i) provide complete, accurate and up-to-date information about your Host Services (including the location, calendar availability and the amenities provided), (ii) detail any all terms or restrictions applicable to your Guests in order to book the Host Services, such as age of Guest, any house rules you require the Guests to abide by, etc. and (iii) provide any other information about the Host Services requested by Quilt. If your Listing contains photos or video, they must be an accurate representation of your Host Services.
5.2 Co-Working Pricing/Sessions/Guest Cap. You may host up to 15 Guests at a time for 4-hour co-working sessions (a “Session”) during business hours (8am-6pm) at a price of $22 per Session per Guest for the Host Services (“Session Fee”). We reserve the right to change these pricing, session and cap details.
5.3 Gathering Pricing/Guest Cap. You may host Guests for a Gathering during the evening hours from 6pm-8pm. You may set the price for the Gathering (“Gathering Fee”).
5.4 Once you accept a Booking request (whether by actively accepting the request or automatically accepting with the autobook setting with regard to Sessions, or upon a Guest submitting an RSVP with regard to a Gathering) you are creating a legally binding contract between yourself and the Guest to provide the Host Services as described in your Listing. This includes the requirement that either you or a designated Co-Host will be present and available during the entire time span of a Booking. At the end of each Session or Gathering, the Host must confirm the attendance of each Guest or report a no-show for that Guest via the Quilt Platform. If you choose to set your Listing settings to enable you to approve all Session Booking requests you have 24-hours to confirm the Booking request or it will automatically expire.
5.5 You represent and warrant that any Listing you post and the Booking thereof, or a Guest's use of the Quilt Home will (i) not breach any agreements you have entered into with any third-parties, such as landlords, homeowners associations, condominium boards, or other applicable agreements, and (ii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Quilt Home at your request or invitation, excluding the Guests.
5.6 Insurance. As a Host, you are required to have adequate insurance in place to cover any people or property associated with the use of the Quilt Home by your Guests and to otherwise cover the rendering of all Host Services. You represent and warrant that the Quilt Home is fully insured for the purposes set out in the Listing, including (but not limited to) all Host Services and that the Quilt Home has been and will continue at all applicable times to be properly maintained and free of all safety hazards. With regard to the Host’s insurance policy, Quilt (i) does not undertake to audit, verify or otherwise monitor the existence or quality of any Host’s required insurance, (ii) makes no representation that the coverage and amounts of such insurance will be adequate to protect a Guest, and (iii) shall not be deemed to have agreed that such insurance shall constitute a limitation of the Host’s liability to a Guest. Each Host is solely responsible for selecting, obtaining and understanding its required insurance and assuring that such insurance is adequate to protect both the Host and her Guest(s).
6.1 A Member may act as a co-host with regard to a Host’s Listing to carry out administrative tasks associated with managing the Listing and executing the Host Services provided for in the Host’s Listing (“Co-Host”). This includes accepting Booking requests, managing the Listing’s calendar availability, corresponding with Guests through the Quilt Platform, and being present at the Quilt Home to perform the Host Services for a Booking (“Co-Host Services”).
6.2 Any agreement between a Host and a Co-Host regarding Co-Host Services is separate and apart from this Agreement and may not conflict with these Terms. If the Host and Co-Host agree to a service fee with regard to the Co-Host Services, the payment of any such fee is outside of the scope of services provided by Quilt and the fulfillment thereof operates entirely outside of the Quilt Platform.
6.3 Hosts remain solely responsible and liable for the Listing, including any Listing published on her behalf by a Co-Host. Further, Hosts remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Co-Host(s). Co-Hosts remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Co-Host, including, but not limited to, conduct that causes harm or damage to the Host. In addition, both Host and Co-Host are jointly responsible and severally liable for third-party claims, including Guest claims, arising from the acts and omissions of the other person as related to hosting activities, communications with Guests, and the rendering of any Co-Host Services.
7.1 Once a Guest requests a Booking for a Session, the Booking request will either be accepted or rejected by the Host. If a Guest RSVPs for a Gathering the Booking is accepted automatically by the Host when the RSVP is submitted by the Guest. In either case, once the Booking is accepted, the Guest will be charged immediately for the total cost of the Booking (the Session Fee or the Gathering Fee, (which include all Service Fees), the “Booking Fee”).
7.2 Once the Booking request is accepted (whether by a Host actively accepting the request or automatically accepting with the autobook setting with regard to Sessions, or the Guest submitting an RSVP with regard to a Gathering), a legally binding contract is formed between yourself and the Host, subject to any terms and house rules specified in the Listing. You will receive a Booking confirmation.
7.3 You understand that a Host is granting you a limited license to enter the Quilt Home for the limited duration and for the limited purposes set forth in the Listing, and pursuant to these Terms and under any additional terms and restrictions set forth in the Listing and that the Host has the right at all times to ask you to leave the Quilt Home. You agree to follow the instructions of the Host at all times and to be respectful of the Host, the Quilt Home and the other people present at the Quilt Home and you will promptly vacate the Quilt Home once the Session or Gathering has ended or upon the earlier request of the Host.
8.2 Timing of Payout Processing. Once a Host has accepted a Booking, Stripe will process the Booking Fee and the Guest’s credit card or debit card will then be charged. Quilt will then process the payout (the Booking Fee less all Service Fees, the “Payout”) to the Host within 7 business days following the date of the relevant Session or Gathering, unless the Guest has notified Quilt of a dispute pursuant to Section 11.5 with respect to the Booking at email@example.com within 3 calendar days of the alleged disputed incident, detailing the circumstances of such disputed incident and providing all documentation to support the dispute. Quilt will hold the Payout to the Host while Quilt investigates the alleged dispute and attempts to mediate the dispute if warranted. If Quilt cannot reach an amicable resolution with the parties via mediation, Quilt will make its best reasonable determination as to a fair resolution of the dispute and withhold part or all of the Payout or release the Payout to the Host. Regardless of outcome, Quilt will in all cases deduct and retain the Service Fee, prior to processing the Payout to the Host.
9.1 Members have the opportunity to review and rate their guest and host experiences on the Quilt Platform with a 5-star rating system and open field write-in reviews. We ask that every member of the Quilt community do their best to review and rate their experiences and that you will review and rate truthfully, respectfully and without embellishment. Such reviews and ratings do not reflect the opinion of Quilt nor do they amount to an endorsement or approval by Quilt of that Member or that Member’s Host Services but are merely the experiences and evaluations of the Members.
9.2 You agree not to manipulate or mislead other Members with regard to the reviews or ratings you provide to other Members or that you request other Members provide regarding your Host Services, the Host Services of another, the conduct of a Guest or otherwise, by including or asking another Member to include, any information that is not the direct result of and accurate reflection of, the reviewing Member’s experience.
10.1 As a Guest, you may cancel up to 3 days in advance of the start-time for your Booking and the Booking Fee will be credited to your Quilt Account for future use. If a Guest cancels less than 3 days prior to the start-time of a Booking, there will be no credit for any portion of the Booking Fee. If a Host cancels the Booking at any time, the entire Booking Fee will be credited to the Guest’s Quilt Account for future use.
10.2 As a Host, you may cancel a Booking up to 3 days in advance of the Booking start-time. If a Host cancels less than 3 days advance of the Booking start-time, she will receive a strike from Quilt. If a Host receives 3 strikes from Quilt in an 12-month period, the Host’s access to and use of the Quilt Platform are subject to suspension by Quilt. A Host will not receive any Payout for any Bookings cancelled by the Host.
10.3 Quilt reserves the right to cancel a Booking or to issue a credit to a Guest for all or part of the Booking Fee if Quilt determines, in its sole discretion, that it is necessary, warranted or appropriate to do so. You hereby agree that Quilt and the relevant Guest or Host will not have any liability for any such cancellation made or credit awarded by Quilt.
10.4 If you would like to request a credit as a Guest please forward all such requests to firstname.lastname@example.org.
11.1. As a Guest, you are solely responsible for leaving the Quilt Home, all property therein, and all materials and property made available by the Host as part of the Host Services, in the same condition that it was when you arrived for the Session or Gathering. You are responsible for all of your acts or omissions during a Session/Gathering, and you shall pay the Host for any necessary repair or replacement to fix any damage caused by your acts or omissions.
11.2 As a Host, you must report any damage to the Quilt Home or property therein or materials provided to your Guests to Quilt by contacting email@example.com within no more than 3 days after such damage occurred. The report must include photo, video or other documentary evidence of such damage and reasonable estimates for repair or replacement. Quilt will contact the Guest directly regarding any such claimed damage(s) and as a Guest you must respond within 3 calendar days of being contacted by us. If you agree to pay the Host, or Quilt determines in its sole discretion that you are responsible for the claimed damage, Quilt will collect any such sums from you and remit them to the Host to compensate the Host for such damages.
11.3 Quilt reserves the right to suspend or terminate any Member’s ability to use the Quilt Platform in the event that the Member fails to communicate in a timely manner with regard to any claimed damage or provides false or misleading information regarding any such damage.
11.4 Quilt will use its best efforts to assist in the resolution of any such damage claims but Quilt is in no way responsible for compensating the Host for any such claimed damage and Host understands that her only claim is against the Guest who caused such damage or to otherwise make a claim with Host’s insurance provider.
11.5 If a dispute arises between a Host and a Guest following the acceptance of a Booking, which dispute the claiming party would like Quilt to investigate, the claiming party must notify Quilt at firstname.lastname@example.org within 3 calendar days of the alleged incident and detail the circumstances of such incident and provide all available documentation including, without limitation, a report and photographs or video or other physical or documentary evidence concerning the dispute. Any disputes submitted after the 3-day period will be deemed outside of the scope of this provision and no action will be taken. Disputes submitted within 3 calendar days of an incident will be reviewed by Quilt. Quilt will independently contact the Host and Guest to investigate the dispute. If warranted, Quilt will attempt to mediate the dispute and make reasonable efforts to resolve the matter quickly and amicably.
11.6. Your use of the Quilt Platform and your interaction and dealings with any third-parties arising out of your use of the Quilt Platform is solely at your own risk. Quilt is not responsible for, and will not be held liable for, the acts, errors, omissions, representations, warranties, breaches, or negligence of any Host or Guest or third-party vendor providing any ancillary Host Services, for any personal injuries, death, property damage, loss, theft, or other damages or expenses resulting therefrom. Because the Quilt Platform is merely a communication platform, in the event that you have a dispute with any Members or third-party vendors providing any ancillary Host Services you release Quilt and our independent contractors, suppliers, and consultants, and our and their respective directors, officers, employees, and agents from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
11.7 If you feel that any Member that you interact with through either the Quilt Platform or during a Session or Gathering is acting or did act inappropriately, including illegal behavior (such as committing an act of violence or theft), you are required to immediately report such behavior to the appropriate law enforcement authorities. In addition, you must notify Quilt immediately after contacting the appropriate law enforcement authorities at email@example.com. Although we reserve the right to terminate the account of any such Member, your notice will not obligate us to take any action beyond that required by law or otherwise cause us to incur any liability to you, any other Member, or any third-party.
12.1 “Tax” means any sales tax, goods and services tax, or other similar tax imposed, directly or indirectly, by a municipal, state, federal, or national taxing authority, and includes withholding and personal or corporate income tax.
12.2 As a Host or Guest, you are solely responsible for complying with your obligations under applicable Tax laws and regulations regarding the application of Taxes to any transactions entered into via the Quilt Platform, as well as income and/or corporation and/or local taxes and/or other taxes payable in relation to such transactions, in consultation with your tax advisor. Quilt cannot, and does not, offer any tax-related guidance to Members, including any applicable Tax for the Host Services. You as a Host understand and agree that you are solely responsible for reporting and remitting any applicable Taxes to the appropriate tax authority.
13.1 You are solely responsible for your conduct in connection with the Quilt Platform and compliance with all relevant laws, regulations and tax obligations related to your use of the Quilt Platform. You will not do, and will not allow or authorize any third-party to do, any of the following:
13.2 Your use of the Quilt Platform is at your own risk. Except as expressly otherwise set forth in these Terms, Quilt is not responsible or liable for the conduct of, or your interactions with, any other Member (whether online or offline) or for any associated loss, damage, injury, or harm. USE OF QUILT PLATFORM THAT IS INCONSISTENT WITH YOUR OBLIGATIONS UNDER THIS AGREEMENT SHALL RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND MAY ALSO RESULT IN LEGAL ACTION.
Quilt alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Quilt Platform and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Quilt Platform (collectively, “Feedback”). You are not required to provide any Feedback to Quilt. To the extent you do provide any Feedback to Quilt, you agree to assign and hereby do assign to Quilt all right, title and interest in and to such Feedback and agree that Quilt may freely utilize such Feedback without compensation to you. These Terms do not constitute a sale and does not convey to you any rights of ownership in or related to the Quilt Platform, or any intellectual property rights owned by Quilt. The Quilt name, the Quilt logo, and the product names associated with the Quilt Platform are trademarks of Quilt or third-parties, and no right or license is granted to use them.
Quilt will terminate the Quilt Accounts of Members who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Quilt may provide information about third-party products or services and include links to third-party products and services through the Quilt Platform. We do not control, endorse, or approve any third-party information on the Quilt Platform and make no representation or warranties of any kind regarding third-party information on the Quilt Platform, including representations or warranties as to its accuracy or completeness. Conducting business with, accepting any promotions offered by or otherwise interacting with any such third-party is solely between you and any such third-party. Except as required by law, we are not responsible or liable for any loss or damage of any sort incurred as a result of such dealings with third-parties or third-party information on the Quilt Platform.
17.1 Without limiting our rights specified below, Quilt may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
17.2 Any use of the Quilt Platform that is inconsistent with your obligations or otherwise breaches these Terms, may result in Quilt suspending or terminating your rights with respect to the Quilt Platform, without notice, and at Quilt’s sole discretion and without the obligation to provide a reason for suspension or termination and without liability for such suspension and/or termination. If your rights with respect to the Quilt Platform are suspended or terminated, you will have no further right to use the Quilt Platform during suspension or after termination. Quilt reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Quilt Platform during suspension or after termination, and to take legal action against you, including (without limitation) recovering Quilt’s reasonable legal fees and court costs in connection with such actions. Even while your right to use and access to the Quilt Platform is suspended and after it is terminated, these Terms will remain enforceable against you.
Quilt may modify, improve or discontinue, temporarily or permanently, the Quilt Platform and any features, information, or content on the Quilt Platform, with or without notice to you. Quilt will not be liable to you or any third-party for any modification or unavailability or discontinuance of the Quilt Platform or any portion thereof.
19.1 YOUR USE OF THE QUILT PLATFORM IS VOLUNTARY AND AT YOUR OWN RISK. ALL MEMBER CONTENT, QUILT CONTENT AND THE QUILT PLATFORM ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
19.2 You acknowledge that you have had the opportunity to investigate the laws, rules, or regulations that may be applicable to your Listings and/or Host Services you are receiving and that you are not relying upon any statement of law or fact made by Quilt relating to a Listing.
19.3 The Quilt Platform may be subject to limitations, delays, and other problems inherent in the use of the Internet, wireless networks, and electronic communications, and we are not responsible for any delays, delivery failures, or other damages resulting from such problems.
19.4 You agree that some Host Services may carry inherent risk, and by participating in those Host Services, you choose to assume those risks voluntarily. For example, some Host Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Host Services.
SUBJECT TO THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUILT AND ANY OF OUR INDEPENDENT CONTRACTORS, SUPPLIERS AND CONSULTANTS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “QUILT PARTIES”) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ( OR ANY DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, THE QUILT PLATFORM, OR ANY RELATED PRODUCTS OR SERVICES, EVEN IF ANY OF THE QUILT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL, AGGREGATE LIABILITY OF THE QUILT PARTIES ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED YOUR REASONABLE AND FORESEEABLE DAMAGES, NOT TO EXCEED THE AMOUNT (IF ANY) YOU PAID TO ACCESS OR USE THE QUILT PLATFORM; MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. PLEASE BE AWARE THAT EXCEPT WHERE MANDATED TO THE CONTRARY BY APPLICABLE LAW, THE LIMITATIONS ON LIABILITY SET OUT IN THIS CLAUSE WILL APPLY TO YOU IN FULL. IF YOU ARE DISSATISFIED WITH ANY PART OF THE QUILT PLATFORM, OR WITH ANY OF THESE TERMS, YOU SHOULD STOP USING THE QUILT PLATFORM.
You will defend, indemnify, and hold harmless the Quilt Parties from and against any third-party claims, damages of any kind, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any of the following: (i) your improper use of the Quilt Platform, the Member Content or Quilt Content, (ii) any content provided by you and posted on the Quilt Platform, (iii) your violation of these Terms, (iv) your interactions, whether online or offline, with any Members, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or (v) your breach of any laws, regulations or third-party rights.
PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE IT REQUIRES YOU AND QUILT TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. ARBITRATION PREVENTS YOU AND QUILT FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
22.1 Subject to the exception in Section 22.2 below, you and Quilt agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms, use of the Quilt Platform, the Host Services or the Member or Quilt Content (the “Arbitration Agreement”). If there is any disagreement as to whether this Arbitration Agreement applies to the dispute you agree that an arbitrator shall decide that issue.
22.2 You and Quilt each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction regarding any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
22.3 You and Quilt agree that you will notify the other party of any dispute within 30 days of when such dispute arises and will negotiate in good faith to attempt to resolve the dispute before a demand for arbitration. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879. Any in-person hearing will be conducted in Los Angeles, CA.
22.4 The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will be binding upon the parties and will not be subject to appeal. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
22.5 YOU AGREE THAT ANY CLAIMS SUBJECT TO ARBITRATION UNDER THIS SECTION 22 MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section 22 will be deemed void. Except as provided in the preceding sentence, Section 22 will survive any termination of these Terms and will continue to apply even if you stop using the Quilt Platform or terminate your Quilt Account.
22.6 You can choose to reject this Arbitration Agreement by sending Quilt written notice to firstname.lastname@example.org within 30 days after the date you accept these Terms for the first time. The written notice must state that you do not agree to this Arbitration Agreement and must contain your name, address, phone number, and email address. This procedure is the only way you can opt-out of this Arbitration Agreement and if you do so, all other Terms will continue to apply.
The state and federal courts located in Los Angeles County, California, U.S.A. will have exclusive jurisdiction over any suit in connection with the Quilt Platform or these Terms that is not subject to arbitration, and you and Quilt hereby irrevocably and unconditionally grant permission and submit to the exclusive jurisdiction of such courts. These Terms and your use of the Quilt Platform will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Quilt may freely transfer or assign these terms without restriction and at our discretion. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Quilt’s failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. The section headings of these Terms are for reference purposes only and will not affect the meaning or interpretation of these Terms.