Online Quip Business Agreement

Thanks for using Quip!

These business terms (the “Agreement”) govern your access to and use of Quip (“we”, “us” or “our”) websites, applications, and services (the “Services”). The Quip Terms of Use (found here: https://quip.com/about/terms) are hereby incorporated in this Agreement. You may use the Services only in accordance with these terms and the Quip Terms of Use, so please read both carefully.

By accessing or using the Services for business purposes, you agree to this Agreement. You may use the Services only if you have the legal power and capacity to form a contract with us. You will ensure that you have all rights and permissions needed to comply with this Agreement.

If you agree to this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement. In that case, “you” and “your” will refer to that organization.

Your Data

You retain full ownership of all content you submit to the Services (your “Data”). We do not claim any ownership to any of it.

We will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process your Data. These measures are designed to protect the integrity of your Data and guard against the unauthorized or unlawful access to, use, and processing of your Data. However, we will not be liable for any loss or corruption of your Data caused by you or others you have granted access to your Data, or for any costs or expenses associated with backing up or restoring any of your Data.

You agree that we may transfer, store, and process your Data in locations other than your country.

Your Use of the Services

You are solely responsible for your conduct, your Data, who you grant access to your Data and your communications with others while using the Services. You will not, and will not attempt to, use the Services to violate this Agreement, any laws, any of our rights or any rights of another person. You will promptly notify us of any unauthorized use or access to the Services.

Third-Party Services

If you uses any third-party service (e.g., a service that uses the Quip API) with the Services, we will not be responsible for any act or omission of the third party, including the third party’s access to or use of your Data. We do not warrant or support any service provided by the third party.

Payment

If you use the Services for business purposes, we require that you purchase a license to do so. You may purchase a license via credit card through our business portal (self-serve payment portal) or email us atsales@quip.com to inquire about other payment methods. You authorize us to charge your selected payment method for all applicable fees, including all taxes, related to the required license. You are responsible for providing complete and accurate billing and contact information to us.

IF YOUR ACCOUNT IS SET TO AUTO RENEWAL, WE MAY AUTOMATICALLY CHARGE AT FOR THE RENEWAL, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL OR DISABLE AUTO RENEWAL.

We may revise Service rates, for example, to increase your number of licensed seats or to charge for additional features. We will provide you with notice of any increase.

We may suspend or terminate the Services if fees are past due. Fees are non-refundable except as required by law.

Customer List

We may disclose on our website or other promotional materials that you use our Services and may include your company name or logo or both in connection with such materials.

Changes to the Services

The Services will continue to evolve as we refine features and functionality. If we change the Services in a manner that materially reduces their functionality, we will inform you.

Third Party Requests

You are responsible for responding to any requests from a third party for records relating to your use of the Services (“Third Party Requests”), including subpoenas, court orders, valid search warrants or any other requests. You are responsible for responding to Third Party Requests via your own access to information. You will contact us only if you cannot obtain such information after diligent efforts.

We will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to promptly notify you of a Third Party Request we have received; to comply with your commercially reasonable requests regarding efforts to oppose the Third Party Request; and to provide you with information you require to respond to the Third Party Request (if you are otherwise unable to obtain the information after diligent efforts). If you fail to promptly respond to any Third Party Request, then we may, but will not be obligated, to respond.

Entire Agreement

This Agreement, including the Quip Terms of Use (https://quip.com/about/terms), constitutes the entire and exclusive agreement between you and us with respect to the Services, and supersedes and replaces any other agreements, terms and conditions applicable to the Services. This Agreement creates no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. You may not assign any of your rights in this Agreement, and any such attempt is void, but we may assign our rights and obligations to any of our affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services.