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. 

 

Last Updated: October 6, 2021

 

Thank you for being a part of the Quilt community!

 

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, our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") 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, we will notify you by revising the date at the top of the Terms. 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 Terms, you must stop using the Quilt Platform.

 

Questions or comments about these Terms may be directed to Quilt at support@wequilt.com.

Our collection and use of your personal information in connection with your use of and access to the Quilt Platform is outlined in our Privacy Policy. 

 

1. Quilt Services

1.1 What we do! The Quilt Platform provides a communication platform that enables registered users (“Members”) to connect with and participate in conversations with other Members (“Quilt Conversation”) via the Quilt Platform. A Member can host their own Quilt Conversation or join another Member’s Quilt Conversation. 

 

1.2 What we don’t do. As the provider of the Quilt Platform, Quilt does not manage, or otherwise control any Quilt Conversation or perform any background checks of Members.

Quilt does not endorse any Member as a host of Quilt Conversations or the content of any such Quilt Conversation. Quilt’s sole role is to provide a communication platform, subject to the Terms, where Members can interact directly with each other. Members who elect to host Quilt Conversations are solely responsible for their Quilt Conversation. 

 

Any language on the Quilt Platform that a Member has been “verified” or similar language means that the Member has completed a verification process to confirm their identity. Such verification process is not a certification or a guarantee by Quilt regarding any Member, including (but not limited to), whether such Member’s identity and background set forth in their profile is true, complete and up-to-date nor whether such Member is of good, reliable or trustworthy character. You should always exercise due care when deciding to enter into an interaction with another Member.

 

2. Eligibility; Quilt Account and Profile; Using the Quilt Platform

2.1 You must be at least 18 years old, 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 16 or older, 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 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. 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. 

 

2.5  If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. 

 

3. Quilt Platform Content

3.1 Quilt may in its sole discretion allow Members to post, upload, stream, publish or otherwise transmit or store content, such as text, photos, videos (recorded and live), audio (recorded and live), 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 Subject to your compliance with these Terms, Quilt grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s) and (ii) access and view any Quilt Content or Member Content made available on or through the Quilt Platform and accessible to you, solely for your personal and non-commercial use.

 

3.4 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, streaming, 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.

 

3.5 Prohibited Content. You will not post, upload, stream, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; or (v) promotes illegal or harmful activities or substances. Quilt may remove and disable access to any Member Content that is in violation of applicable law, these Terms or otherwise may be harmful or objectionable to Quilt, its Members, or third parties. 

 

3.6 Report Prohibited Content: If you feel that any Member has posted or published content that violates these Terms you should report such Member to Quilt by emailing us at support@wequilt.com, including a screenshot, recording or description of the prohibited content and identifying the Member who posted or published the prohibited content. We will respond to any report of prohibited content within 24 hours.

 

3.7 Preservation of Member Content. You acknowledge and agree that we may preserve Member Content and may also disclose Member Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms or our Community Guidelines; (c) respond to claims that any Member Content violates the rights of third parties, the Terms or Community Guidelines; or (d) protect the rights, property, or personal safety of Quilt, its Members and the public. By using the Quilt Platform, you consent to having your audio temporarily recorded when you speak in a room. These temporary audio recordings are solely used for investigations related to reported violations of these Terms or the Community Guidelines. For more details on how this works, please review our Privacy Policy. 

 

3.8 DMCA Notices. If you believe that any content posted or published violates your copyright, please notify us at support@wequilt.com. 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. Interactions with Members

4.1 At Quilt, we believe in creating a supportive space for Members to interact with each other. This Agreement includes our Community Guidelines on appropriate interaction with Members. 

 

4.2 As part of protecting the safety of the Quilt Community, you agree to use discretion and keep confidential, any sensitive, personal information our Members share with each other in Quilt Conversations. 

 

4.3 You agree not to record any portion of a Quilt Conversation without the expressed consent of all of the speakers involved.

 

4.4 You understand that in any Member-to-Member interactions or transactions you choose to undertake on the Quilt Platform, you, and not Quilt, are responsible for your own decisions and actions. In addition, your use of the Quilt Platform to host Quilt Conversations does not make us an employer, representative, or agent for you. If you and another Member decide to work together, the two of you, and not Quilt, are responsible for complying with any laws that might apply, such as tax or employment laws. 

 

4.5. If a dispute arises between Members, we hope that you will be able to work it out amicably. However, if you cannot, please understand that Quilt is not responsible for the actions of its Members, each Member is responsible for their own actions and behavior. Accordingly, to the maximum extent permitted by applicable law, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.”

 

4.6  If you feel that any Member that you interact with through the Quilt Platform is acting or did act inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) any illegal conduct, or (iii) any otherwise disturbing conduct, you should immediately report such person to the appropriate authorities and then to Quilt by emailing us at support@wequilt.com. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any). 

 

5. Prohibited Acts by Members

5.1 You are solely responsible for your conduct in connection with the Quilt Platform and compliance with all relevant laws and regulations 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:

• Violate any applicable laws, contract, intellectual property, or other third-party right, or commit a tort in connection with your use of the Quilt Platform;

• Collect or store any personally identifiable information about another Member except in connection with your use of the Quilt Platform;

• Include false or misleading information in your Quilt Account; 

• Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior; 

• Harass another Member (on or outside of the Quilt Platform), including stalking, personal attacks, promotion of physical harm, unwanted sexual advances, solicitations or objectification and malicious false reporting;

• Falsely impersonate any third-party or otherwise misrepresent yourself with your Quilt Account; 

• Engage in disseminating unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

• Use the Quilt Platform for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates these Terms.

 

5.2 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.

 

5.3. You acknowledge that Quilt has no general obligation to monitor Member Content or interaction but has the right to review, disable access to, or edit any Member Content, or deactivate or disable access to certain features of the Quilt Platform, of any Member’s account in order to (i) operate, secure and improve the security of the Quilt Platform (including without limitation for fraud prevention, investigation and customer services purposes); (ii) ensure Members’ compliance with these Terms and Community Guidelines; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency; (iv) respond to Member Content or Member conduct that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. 

 

6. Intellectual Property Ownership

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.

 

7. Copyright Policy

Quilt will terminate the Quilt Accounts of Members who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. 

 

8. Third-Party Products and Services

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. 

 

9. Account Suspension or Termination of Account

9.1 Quilt may terminate this Agreement for convenience at any time, with or without notice. 

 

9.2 Any use of the Quilt Platform that is inconsistent with your obligations or otherwise breaches these Terms (which includes the Community Guidelines), may result in Quilt suspending, disabling 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, or for disabling features and without liability for such suspension, disabling 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.

 

9.3 All suspensions and terminations are binding until expiration or removal upon successful appeal. Any attempt to circumvent an account suspension by using other accounts, identities, or by appearing on another Member’s account will also result in an additional enforcement against your account, up to an indefinite suspension. 

 

10. Mobile Phones and Data Charges

You are responsible for any mobile charges that you may incur for using the Quilt Platform, including text-messaging (such as SMS, MMS, or future developed technologies) and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Quilt Platform. By providing us with your mobile phone number, you agree to receive SMS messages from Quilt related to the Services, including about promotions, your Quilt Account, and activity related to your Quilt Account. These SMS messages may be made to your mobile phone number even if your mobile phone number is registered on any state or federal Do Not Call list. If you change or deactivate the mobile phone number that you used to create an account, you must update your Quilt Account contact details within 72 hours to prevent us from sending messages intended for you to someone else.

 

11. Modifications to the Quilt Platform 

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.

 

12. DISCLAIMERS

12.1 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. Without limiting the foregoing, Quilt makes no warranty, express or implied, (i) as to the operation of the Quilt Platform, (ii) that use of the Quilt Platform will be uninterrupted or error-free, (iii) as to the accuracy, reliability, or currency of Quilt Content or Member Content, (iv) or that information we collect on the Quilt Platform is immune from access by hackers and other unauthorized users.

 

12.2 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.

 

13. LIABILITY / LIMITATION OF LIABILITY

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 $100; 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.

 

14. INDEMNIFICATION

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 or published 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.

 

15. Dispute Resolution and Arbitration

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.

 

15.1 Subject to the exception in Section 15.2 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 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.

 

15.2 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.

 

15.3 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.

 

15.4 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.

 

15.5  YOU AGREE THAT ANY CLAIMS SUBJECT TO ARBITRATION UNDER THIS SECTION 15 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 15 will be deemed void. Except as provided in the preceding sentence, Section 15 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.

 

15.6 You can choose to reject this Arbitration Agreement by sending Quilt written notice to support@wequilt.com 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. 

 

16. Venue/Governing Law

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.

 

17. Miscellaneous

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.