Terms & Conditions
The Terms & Conditions were last updated: November 30, 2025.
PLEASE READ CAREFULLY: These subscription Terms and Conditions (the “Terms”) are entered into by Quore LLC (“Quore”) and you (“you,” “your,” or “Customer”) as a user of the Quore Software (defined below) and any related services and solutions (collectively, the “Services”). The Services include any mobile application version of the Service downloaded or accessed by you. These Terms govern your access to and use of the Services (including the Software). These Terms also apply to your use of the Services on behalf of your employer or the legal entity with which you are employed, engaged, or of which you are a customer, and in connection with which you are accepting these Terms (“Your Organization”), that has entered into a Subscription Order Form or Master Services Agreement document directly with Quore or has otherwise indicated its agreement to a particular services package, features, and/or integrations to be provided by Quore. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS.
These Terms are also subject to, and incorporate, as applicable, the terms of Quore’s Privacy Policy, which describe what information Quore collects from you as part of your and Your Organization’s use of the applicable Services and how we use that information. Please review the Privacy Policy carefully before submitting personal information to the Services.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. By clicking “Agree,” or accessing or using the Services, you agree to and are bound by these Terms. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
IMPORTANT NOTICE: The Services may enable users to upload, enter, reproduce, modify, publish, or distribute data, documents, images, or other materials. You may use the Services for such purposes only with respect to materials (a) that are not copyrighted, (b) that you own, or (c) that you are otherwise authorized or legally permitted to use. You are solely responsible for ensuring you have the necessary rights and permissions. If you are uncertain about your rights, you should seek advice from your legal advisor.
1. Definitions
For purposes of these Terms, the following capitalized terms shall have the meanings set forth herein:
- “Aggregated Data”: Data compiled across customers that is aggregated and de-identified to remove identifying details.
- “Customer Input Data”: Information entered into the Services by Customer or its End Users.
- “Derived Data”: Insights, analytical information or other outputs created by processing Customer Input Data or Aggregated Data.
- “End User”: An individual authorized by Customer to use the Services (e.g., hotel staff, contractors), as further set forth herein.
- “System Data”: Technical and/or operational data automatically generated by the Services.
- “Subscription Fee”: The amount payable by Customer, determined dynamically per Workspace under Quore’s pricing model, including as may be set forth on the applicable Subscription Order Form or other Subscription Plan.
- “Subscription Order Form” means the order form or other ordering document entered into by you or Your Organization with Quore that specifies subscription details (Workspaces, pricing model, term, billing frequency, modules/add-ons, End User count (if applicable)).
- “Subscription Period”: The period during which the Services are made available to you, as stated in the applicable Subscription Order Form or Subscription Plan.
- “Workspace”: Service locations listed on the Subscription Order Form or identified in the Subscription Plan where the Services will be used. For clarity, workspaces are service locations only and not the contracting party.
2. License & Use, Registration
- Engagement. Pursuant to these Terms, Quore will provide you with access to its proprietary, cloud-based software platform (the “Software”) for hotel operations.
- License. Subject to these Terms and timely payment of fees, Quore grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Services at the listed Workspaces solely for your and Your Organization’s internal business purposes during the Subscription Period. These Terms shall apply to and govern use of the Services by Your Organization’s employees, or any agents, contractors, or third parties to whom you or Your Organization authorize as End Users, solely for your benefit and in accordance with these Terms. Customer will be responsible and liable for any End User’s violation of these Terms and their acts or omissions. Without limiting the obligations set forth in Section 3 below, Customer will not (and will not permit others to) copy, modify, adapt, reverse engineer, decompile, or create derivative works of the Services, nor circumvent any technical protections.
- Registration. Registration for the Services requires a user’s name and a valid, working e-mail address, telephone number, and/or other information that Quore may request as necessary to initially sign up for access to and use of the Services (the “Registration Data”). Additionally, you may be required to create a username and password to securely access the Services. You certify that the Registration Data you have provided is your own contact information, that the information you have provided is true, accurate, current, and complete, and that, if applicable, Your Organization has authorized you to use the Services. You agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the strict confidentiality of any username and password that you create in order to access and use the Services and you will be solely responsible for any unauthorized access, data security breach, damages or losses that may result through your account. You should immediately notify Quore in writing of any need to deactivate your account due to potential or actual security concerns.
- Documentation. To the extent that Quore provides documentation that is generally made available to Services customers, whether in print or electronic form, that describes or relates to the use, features, and/or operation of the Services or other Quore Content (collectively, the “Documentation”) to you, you and your End Users are permitted to use such Documentation solely in connection with your use of the Services or other Quore Content during the Subscription Period. You may print or copy the Documentation provided that you retain all copyright or other proprietary notices contained in the Documentation, as applicable. The Documentation shall be considered Quore’s Confidential Information (as defined below). Unless the Documentation is separately referred to herein, all references in these Terms to the Services shall include the Documentation.
- Mobile Application. To use any mobile application version of the Services (the “App”), you must have a compatible mobile device. Quore does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for using the App. You agree that you are solely responsible for any applicable charges. Quore may update any app and may automatically electronically update the version of the App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms will apply to all updated versions of the App. Any third-party open source software included in the App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms do not apply to your use of software obtained from a third-party source under an open source license.
- Updates. You acknowledge that Quore may from time to time, in Quore’s discretion, establish general practices and limits concerning use of the Services and any other Quore Content, or may further update, upgrade, replace, or modify the Service and any Quore Content provided thereby, and/or provide a new release(s) to patches or fixes to the Services, and any such limitation, update, upgrade, replacement, modification, patch, or fix to the Services will be considered part of the Services and subject to these Terms. Quore may discontinue any feature or functionality of the Services (including any third-party product or service, including any Third-Party Applications), sunset the Services in their entirety, or migrate you to successor versions of the Services, with reasonable prior written notice to you. Notwithstanding the foregoing, Quore shall have the right to discontinue any feature or function of the Services and any other Quore Content with or without providing notice to you. You agree that Quore shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any Quore Content, in whole or in part.
3. Restrictions on Use
You shall not, and shall not permit any other person to:
- Falsify any personal information or otherwise use a false identity, email address, telephone number, or physical address, whether to gain some financial advantage, to generate economic harm, to jam or disrupt communications, to commit fraud, or for any other purpose whatsoever;
- License, sublicense, assign, sell, resell, timeshare, loan, pledge, rent, or otherwise transfer to any third party the Services or any content thereon, in whole or in part, or include the Service in a service bureau, time sharing, or outsourcing offering;
- Copy, adapt, modify, or make derivative works based upon the Services or any other Quore Content, including any part, feature, function, or user interface thereof;
- Delete, modify, hack, or attempt to change or alter any of the content on the Services;
- Reverse engineer, decompile, disassemble, or decode the Services, in whole or in part, or use any methods to gain access to the source code or infrastructure, in whole or in part;
- Remove, alter, delete, or otherwise obscure any trademarks or any copyright, trademark other intellectual property or proprietary rights notices from the Services;
- Violate any laws, regulations, or codes in your use of the Services;
- Post inappropriate, impertinent, or scandalous content or post items in an inappropriate category;
- Post (as defined below) or otherwise make available Customer Input Data or other material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or harm minors;
- Use the Services if you have been suspended or barred from use;
- Attempt to gain unauthorized access to the Services or any related systems or networks;
- Transmit or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
- Use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Services or any data or content found on or accessed through the Services;
- Interfere with, attempt to interfere with or otherwise disrupt the proper working of the Services, any activities conducted on or through the Services, or any servers or networks connected to the Services, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Services; distributing spam, chain letters, and viruses; hacking and jamming; and using harmful technologies of any type;
- Assist or conspire with others to circumvent fees due to Quore;
- Use or access the Services in order to: (a) build or offer a competitive product or service; (b) build or offer a product or service using similar ideas, features, functions, or graphics represented by or incorporated in the Services; (c) benchmark or compare the service performance, or any portion thereof, against another company’s products or services; or (d) copy any ideas, features, functions, or graphics represented by or incorporated in the Services;
- Conduct probes, scans, vulnerability, penetration, or other security testing of the Services by automated means or otherwise; or
- Use the Services in any manner not permitted by these Terms.
Should you knowingly post false information or information for which you do not have authorization to post, or should you violate any other terms governing your access to and/or use of the Services as set forth in these Terms, Quore may be entitled to injunctive relief, and may seek legal and equitable remedies including, but not limited to, tortious interference with contractual and/or advantageous business relations, common law fraud and/or wire fraud, fraudulent inducement, negligent inducement, invasion of privacy, defamation, deceptive trade practices, and various other causes and remedies, in addition to seeking damages for breach of these Terms.
4. Orders; Incorporation; Precedence
- Binding Order. Each Subscription Order Form or Subscription Plan is a binding agreement incorporating these Terms by reference.
- Precedence. If there is a conflict, the Subscription Order Form or Subscription Plan controls for commercial terms (e.g., pricing, duration); these Terms control for legal/operational terms.
- Conflicts with Other Agreements. If Quore and Customer (or Customer’s parent or affiliated entity) have executed a separate written master services agreement, enterprise agreement, or other negotiated contract (an “MSA”), then that MSA will control in the event of any conflict or inconsistency with these Terms. These Terms continue to apply to the extent they do not conflict with the MSA. For clarity, no Customer purchase order, invoice, or other administrative document will modify these Terms unless expressly accepted in writing by an authorized representative of Quore.
5. Fees, Payment, Renewals
- Fees. Subscription Fees are determined per Workspace under Quore’s dynamic pricing model and set forth in the Subscription Order Form or as otherwise specified in the service plan, registration form, or other subscription form or similar document online indicating your agreement to a particular service package, features, and/or integrations to be provided by Quore (each, a “Subscription Plan”) upon your registration to the Services. Quore may increase its fees once per year upon notice to you, and such fee changes will apply to the next billing cycle.
- Invoicing & Payment. Billed monthly or annually as stated in the Subscription Order Form or Subscription Plan. Payments are due net 15 days from the invoice date.
- Auto-Renewal. Subscription Periods automatically renew for the same term length as the initial Service Period, unless Customer gives 30 days’ written notice of non-renewal before the current Subscription Period ends. Upon renewal, unless otherwise set forth in the Subscription Order Form, pricing resets to Quore’s then-current standard pricing (discounts/promotions from prior terms do not automatically carry over), which may be updated in accordance with Section 5(A).
- Month-to-Month. If Customer continues use after term expiry without a new Subscription Order Form or Subscription Plan, service converts to month-to-month at Quore’s then-current standard pricing and scope.
- No Refunds. Except as expressly stated, all fees are non-cancelable and non-refundable.
- Taxes. Fees exclude taxes; Customer is responsible for all applicable taxes (excluding Quore’s income taxes).
- Auto-Payment. If elected in the Subscription Order Form, Subscription Plan, or otherwise authorized in writing, Customer authorizes Quore (and its payment processors) to automatically charge the designated payment method for recurring Subscription Fees, renewal fees, and other charges incurred under these Terms. Charges will be made in advance of the applicable billing period (monthly or annually, as specified). Customer agrees to keep billing information current and valid. If Customer has elected auto-payment, Quore may offer a discounted Subscription Fee as specified in the Subscription Order Form or Subscription Plan. Any such discount applies only while auto-payments remain active. If Customer opts out of auto-payment or if auto-payment fails and is not promptly corrected, the discount will terminate, and standard pricing will automatically apply from that date forward. Customer may opt out of auto-payment at any time by written notice, in which case invoicing under Section 5(B) will apply. Failure of payment (including declined or expired payment methods) may result in suspension of access until payment is received.
- Late Payments. Any undisputed fees not paid when due are subject to a late charge of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower, plus all reasonable costs of collection (including attorney’s fees). Quore may suspend or terminate Customer’s and End Users’ access to the Services for non-payment in addition to any other remedies available at law or equity.
6. Support, Training & Service Levels
- Remote Support. Quore provides reasonable remote support Services (e.g., in-app support center, email, phone) to assist with implementation, operation, and maintenance of the Software. Documentation and tutorials may be provided and are Quore’s Confidential Information (defined below).
- Training. Quore may require completion of specified training (e.g., Quore Learn) before granting or maintaining access to certain features of the Software and other Services.
- On-Site Services. On-site support or training Services may be provided by Quore at Customer’s request and Quore’s discretion; related labor, travel, and lodging costs are billable and invoiced separately.
- Service Levels. Quore uses commercially reasonable efforts to provide continuous access to the Software, excluding scheduled maintenance, emergency updates, and events beyond Quore’s control. Quore will communicate planned maintenance within a reasonable time frame when practicable.
7. Hardware & Third-Party Devices
Customer is responsible for procuring, configuring, and maintaining any third-party devices, networks, and browsers used to access the Services. Quore does not warrant device compatibility or performance and is not responsible for issues caused by third-party hardware, software, or networks.
8. Intellectual Property
- Ownership of Services. The Services and all related intellectual property are and remain the exclusive property of Quore and its licensors. This includes all rights, title, and interest in and to the Services, whether existing now or in the future, including but not limited to the following (collectively, “Intellectual Property Rights”):
- Copyrights (the right to copy, distribute, display, and create derivative works) and any works of authorship, in each case whether registered or unregistered;
- Patents (for inventions, improvements, and enhancements), designs, algorithms, and other industrial property rights;
- Trademarks, service marks, trade names, and logos (including the Quore™ brand, logos, graphics, and product identifiers) (collectively, “Trademarks”);
- Trade secrets (non-public, proprietary know-how and methods);
- All other intellectual property of every kind and nature rights; and
- All registrations, initial applications, renewals, extensions, continuations, divisions or reissues of any of the foregoing.
- Customer Contributions and Feedback. Any feedback, suggestions, or ideas provided by Customer or End Users relating to the Services or any other Quore products or services (“Feedback”) may be used, developed, or incorporated into the Services by Quore without restriction or obligation. Quore will not be required to treat the Feedback as confidential, and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. To the extent Customer (or its users, employees, or contractors) develops improvements, enhancements, or derivative works to or of the Services, all intellectual property rights in those works automatically vest in Quore. Customer hereby assigns (and agrees to assign) such rights to Quore.
- Retention of Rights. These Terms grant only a limited right to use the Services under these Terms. No ownership rights are transferred to Customer, and all rights not expressly granted remain reserved by Quore. You hereby agree that Quore and its third-party licensors shall retain all right, title, and interests in and to the Services, Documentation, and all proprietary content in the foregoing (including all forms, templates, page headers, custom graphics, button icons, scripts, Trademarks, trade dress, other proprietary content and all Intellectual Property Rights embodied therein), including without limitation all data, reports, and output generated by or made available via the Services, as well as any corrections, updates, modifications, and other derivative work to the Service (collectively referred to as “Quore Content”). All Intellectual Property Rights in any work arising from or created, produced or developed by Quore, whether alone or jointly with others, under or in the course of these Terms, will immediately upon creation or performance vest absolutely in and will be and remain the property of Quore, and you will not acquire any right, title or interest in and to the same.
- Trade Secrets. Customer acknowledges the Services may embody trade secrets of Quore that are not readily ascertainable from public information. Customer agrees to maintain such information in strict confidence, both during and after the Subscription Period, and to take reasonable measures to protect Quore’s trade secrets.
- Notice of Unauthorized Use. Customer must promptly notify Quore in writing if it becomes aware of any unauthorized use of or access to the Services, or any actual or threatened infringement of Quore’s Intellectual Property Rights.
9. Posting; Data Ownership & Use
- Posting. To use some features of the Services, you will be required to disclose certain information, including Registration Data and other Customer Input Data. To the extent you post, upload, input, submit, or otherwise transmit or provide (collectively, “Post”) any Customer Input Data, you authorize Quore to store and to send, share, and distribute your Customer Input Data as reasonably necessary to provide the Services. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE POSTING OF CUSTOMER INPUT DATA TO THE SERVICES. You represent and warrant that (a) all Customer Input Data is accurate and not misleading; and (b) online publication of Customer Input Data by you does not violate these Terms or applicable law and will not violate any rights (including any intellectual property rights) of any third parties, or otherwise cause injury to any person or entity.
- Ownership of Customer Input Data. As between the parties, Customer owns all Customer Input Data. By Posting Customer Input Data to the Services, you hereby grant Quore a non-exclusive, perpetual, worldwide, royalty-free right and license to access, use, process, modify, adapt, compile, display, distribute, host, store and otherwise exploit such Customer Input Data as reasonably necessary to perform Quore’s obligations under these Terms or as otherwise agreed by you and Quore. Under no circumstances will Quore be liable in any way for any Customer Input Data, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any Customer Input Data Posted.
- License to Operate. Customer acknowledges and agrees that Quore may use, transform, copy, modify, disclose, and otherwise exploit, on a perpetual, irrevocable, fully paid-up, royalty-free, worldwide basis, any Customer Input Data that has been aggregated and de-identified such that it is Aggregated Data. Customer grants Quore a license to host, use, process, store, transmit, reproduce, display, and create Aggregated Data and Derived Data from Customer Input Data to: (a) provide and maintain the Services; (b) ensure security and compliance; (c) analyze and improve performance of the Services and any other Quore products and services; (d) develop features and services; and (e) produce Aggregated Data.
- Ownership of Aggregated/Derived Data. As between the parties, Quore exclusively owns all Aggregated Data, Derived Data, and System Data.
- Access/Export. During the Subscription Period and for 90 days thereafter, Customer may request a reasonable export of Customer Input Data (fees may apply).
10. Data Management, Backup & Recovery
- Quore’s Privacy Policy. Quore collects, processes, and stores any personal data that Quore collects or receives from you and/or your End Users through the Services in accordance with our Privacy Policy, which is incorporated herein by reference. Please review the applicable Privacy Policy before you use the Services. By using and providing information to or through the Services, you consent to all actions taken by Quore with respect to your information in compliance with the Privacy Policy. If you are unwilling to accept the terms and conditions of the applicable Privacy Policy, please do not use the Services.
- Backups. Quore performs regular backups of production data at least daily (or comparable industry-standard frequency) and implements reasonable technical and organizational measures to protect data against loss, misuse, and unauthorized access. Notwithstanding the foregoing, you acknowledge and agree that Quore’s backups are not a guarantee against loss of Customer Input Data, and you are responsible for backing up your own Customer Input Data.
- Recovery. If data loss or corruption occurs that is not caused by Customer’s acts or omissions, Quore will use commercially reasonable efforts to restore from the most recent viable backup. Additional recovery or export services may be billable.
- AI Tools and Related Data. The Services may include features or functionalities that are artificial or augmented intelligence or other machine learning, self-improving, and/or predictive analysis tools that make recommendations based on rules or statistics learned from example data (the “AI Tools”). Certain of the AI Tools are proprietary to and provided by Quore, in which case the AI Tools will be considered part of the Services and subject to the terms of this Agreement. Other AI Tools may be provided by third parties as Third-Party Applications, which may be subject to additional terms and conditions. When using the AI Tools, you agree that you will not Post any photographs, scans, videos, or other images that contain or are reasonably likely to contain an individual’s personally identifiable data. If you intend to share the results or other output generated by your use of the AI Tools, whether alone or in combination with other information or material, you must clearly indicate that AI Tools were utilized in creating and developing such results or other output. You also acknowledge and agree that Quore may collect, analyze, and use Customer Input Data in order to improve and enhance the Services and in order to train, validate, test, improve, and/or deploy AI Tools.
- Disclaimers. Quore is not responsible for unavailability or loss caused by third-party hosting outages, Customer systems, network issues, or events beyond Quore’s reasonable control. Nothing in this Section expands Quore’s liability beyond Section 16 (Disclaimers & Limitation of Liability).
11. Confidentiality
- Obligations. Each party (the “Receiving Party”) will protect the other party’s (the “Disclosing Party”) non-public and proprietary information (the “Confidential Information”) with at least the same care it uses to protect its own similar information (and using no less than reasonable care), and will not disclose the Disclosing Party’s Confidential Information to any third party, except to its employees, contractors, and professional advisors with a need to know in order to perform under these Terms and are under a professional or written obligation of confidentiality. Each party, as the Receiving Party, will only use the Disclosing Party’s Confidential Information to exercise its rights and perform its obligations under these Terms. For clarity, the Software and Services are part of Quore’s Confidential Information.
- Exclusions. Confidential Information does not include information that is (a) publicly available through no breach of the Receiving Party; (b) independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (c) rightfully obtained from a third party without a duty of confidentiality.
- Duration. These obligations apply during the Subscription Period and for three (3) years after termination/expiration, except trade secrets remain protected while they qualify as trade secrets.
- Security Credentials. Usernames, passwords, and security credentials are Confidential Information; Customer must safeguard them and ensure End Users do the same.
- Compelled Disclosure. A Receiving Party may disclose Confidential Information to the extent the Receiving Party becomes legally compelled to disclose any Confidential Information (whether required by law or by deposition, interrogatory, request for documents, subpoena, or other process), provided the Receiving Party gives prompt notice to the Disclosing Party (where permitted) and cooperates to seek protective treatment. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed.
12. End User Terms of Use
- Applicability. These Terms apply to all End Users, whether or not they are direct signatories to a Subscription Order Form or Subscription Plan. By creating an account, accessing, or using the Services, each End User agrees to be bound by these Terms.
- Customer Responsibility. Customer is responsible for the actions and omissions of its End Users and Affiliates. Any violation of these Terms by an End User or Affiliate will be deemed a violation by Customer.
- Authorized Use. End Users may use the Services solely for Customer’s internal business at authorized Workspaces.
- Credentials. End Users must keep credentials confidential and not share them. Customer must ensure End Users maintain appropriate safeguards for access credentials.
- Monitoring. Quore may monitor usage for compliance, security, and support. End Users should have no expectation of privacy within the Services.
- Binding Effect and Survival. End Users acknowledge that by accessing or using the Services they are bound by these Terms. End User obligations relating to confidentiality, intellectual property, data use, and acceptable use survive termination of access.
13. Term & Termination
- Term. The Subscription Period shall be as stated in the Subscription Order Form or Subscription Plan for each Workspace. The Terms will remain in effect for the duration of all active Subscription Periods and as long as any End User continues to access or use the Services, unless terminated earlier in accordance with this Section 13 (Term & Termination).
- Termination for Breach. Either party may terminate these Terms and any Subscription Order Form or Subscription Plan for a material breach of these Terms by the other party that is not cured within 30 days’ of the breaching party’s receipt of written notice (or longer if cure is not reasonably possible within 30 days and the breaching party diligently continues cure).
- Immediate Suspension/Termination. Quore may suspend or terminate Customer’s access to and use of the Services immediately: (a) for non-payment; (b) in the event of any security risk or violation of acceptable-use/security standards; (c) if necessary to comply with law or avoid potential liability; or (d) for any breach of confidentiality. We may also terminate or suspend your access to any Third-Party Applications in the event our agreement with the applicable third party is terminated or expires, or if the agreement otherwise requires our termination or suspension of your access to the Third-Party Application. If we terminate or suspend your access to the Service, you agree that we shall have no liability or responsibility to you and we will not refund amounts that you have already paid to the fullest extent permitted under applicable law.
- Insolvency. Either party may terminate these Terms and any Subscription Order Form or Subscription Plan upon the other’s insolvency, bankruptcy, receivership, or similar events not dismissed within 60 days.
- Convenience. Quore may terminate these Terms and any Subscription Order Form or Subscription Plan for convenience on 30 days’ notice to Customer.
- Change in Ownership/Management of a Workspace. If Customer no longer owns or manages a Workspace (e.g., a hotel), Customer may request termination for that Workspace on 30 days’ prior notice; Quore will determine any fee waiver/proration in its discretion.
- Effect. Upon termination/expiration: (a) Customer’s and End Users’ rights to access the Services cease; (b) Customer will cease use and delete/return Quore materials; (c) all amounts due become immediately payable unless otherwise stated; and (d) Section 9(E) governs post-term data access.
14. Warranties
- Professional Services. Quore warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards.
- Remedy for Issues. If Customer reports a reproducible, material defect, Quore will investigate and use commercially reasonable efforts to remediate or provide a workaround.
- IP Infringement. If the Services are alleged to infringe third-party IP, Quore may: (a) procure continued use; (b) modify to avoid infringement; or (c) replace with functionally equivalent technology.
- Exclusions. No warranty for issues caused by misuse; unauthorized modifications; third-party outages; Customer systems; Customer’s acts or omissions; or factors beyond Quore’s control.
- DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, QUORE CONTENT, AND ANY BETA/EARLY ACCESS FEATURES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” QUORE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY, ACCURACY, AVAILABILITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE.
QUORE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND LICENSORS MAKE NO WARRANTY THAT: (I) THE SERVICES OR QUORE CONTENT (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES (INCLUDING ANY THIRD-PARTY APPLICATIONS) WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS; (II) THE SERVICES, QUORE CONTENT, OR ANY THIRD-PARTY APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, COMPLETELY SECURE, WITHOUT DELAY, FREE FROM SERVICE DEGRADATION OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, QUORE CONTENT, AND/OR THIRD-PARTY APPLICATIONS WILL BE ACCURATE, COMPLETE, OR RELIABLE; (IV) ERRORS OR DEFECTS WILL BE CORRECTED; OR (V) THE SERVICES OR QUORE CONTENT (OR ANY SERVER(S) THAT MAKE THE SERVICES AVAILABLE), OR THIRD-PARTY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. QUORE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY APPLICATIONS USED IN CONNECTION WITH THE SERVICES.
IN ADDITION, QUORE HEREBY DISCLAIMS ANY LIABILITY OR CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USE, NON-USE, OR INTERPRETATION OF THE SERVICES OR ANY QUORE CONTENT, OR RESULTS OR OUTPUTS OF THE SERVICES AND QUORE CONTENT, AND IS NOT RESPONSIBLE FOR ANY DECISION MADE BY YOU BASED ON USE OF THE SERVICES OR QUORE CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ALL CUSTOMER INPUT DATA AND ANY LIABILITY ARISING THEREFROM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS OF THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. Indemnification
- By Quore (IP). Quore will defend and indemnify Customer from third-party claims alleging that the Services, as provided by Quore and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay resulting damages and reasonable attorneys’ fees awarded by a court or included in a settlement approved by Quore. Quore has no obligation for claims arising from: (a) Customer content or instructions; (b) combinations with non-Quore products/services; (c) modifications not made by Quore; or (d) use after Quore provides a non-infringing alternative. This is Customer’s exclusive remedy for such claims.
- By Customer (Content/Misuse). Customer will defend and indemnify Quore and its affiliates against third-party claims arising out of: (a) Customer Input Data or other End User content you submit, post, transmit, or otherwise make available through the Services; (b) Customer’s or End Users’ breach of these Terms or applicable law; (c) Customer’s or End Users’ negligence, willful misconduct, or violation of law; or (d) Customer’s use of the Services (except to the extent subject to indemnification by Quore under Section 15(A)).
- Procedure. The indemnified party must promptly notify the indemnifying party, give sole control of the defense/settlement, and provide reasonable cooperation (at the indemnifying party’s expense). No settlement may impose obligations or admissions on the indemnified party without its prior written consent (not to be unreasonably withheld).
16. Disclaimers & Limitation of Liability
- No Special Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE AND WHETHER TO YOU, AUTHORIZED USERS OR ANY THIRD PARTY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Cap. QUORE’S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO QUORE UNDER THE APPLICABLE SUBSCRIPTION ORDER FORM OR SUBSCRIPTION PLAN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE “CAP”).
- Multiple Claims. The existence of more than one claim does not enlarge the Cap.
17. Data Protection
- Processing. Quore collects, processes, and stores any personal data (e.g., names, contact details, user IDs, login times, usage) to provide the Services, ensure security/compliance, analyze performance, and support, in accordance with our Privacy Policy, which is incorporated herein by reference. By using and providing information to or through the Service, you consent to all actions taken by Quore with respect to your information in compliance with the Privacy Policy.
- Subprocessors. Quore may use third-party subprocessors under written obligations providing adequate protections; a list is available upon request.
- Cross-Border Transfers. To the extent these Terms involve the processing of the personal data of data subjects (including those located in the European Union) in connection with providing Quore’s Services to you, Quore implements appropriate safeguards (e.g., SCCs) for such international transfers as required.
- Security Measures. Quore uses industry-standard technical/organizational measures (encryption in transit, role-based access, logging, workforce training).
- Data Subject Rights. Quore will assist Customer in responding to data subject requests where applicable; Customer is responsible for verifying the requestor’s identity and for the underlying legal basis.
- Retention. Personal data is retained for the Subscription Period or as required by law; upon termination, Quore will delete or anonymize per policy unless otherwise agreed or legally required.
- Breach Notice. Quore will notify Customer of a personal data breach without undue delay and, where feasible, within 72 hours of awareness, including required information and reasonable updates.
18. Additional Terms
- Third-Party Applications and Services. Quore may use third-party infrastructure or services to deliver the Services. In the event Quore provides any third-party software or service, including any integration, interface, product, content, or other functionality to you through or in connection with the Services (each, a “Third-Party Application”), you acknowledge and agree that such Third-Party Application may be governed by additional terms and conditions of the applicable third-party provider. Quore makes no representations or warranties and shall have no liability or obligation whatsoever in relation to the operation, content, or use, of any Third-Party Application, such Third-Party Application’s use or security with respect to your data or Customer Input Data, any transactions completed in or through the same, nor for any contract entered into by you or your End Users (as the case may be), with any such third party, whether or not any such products or services are designated as “approved” or “validated” and the like. Quore cannot guarantee the continued availability of any Third-Party Applications, and may cease or suspend provision of your access to any Third-Party Application at any time without entitling you to any refund or credit, if for example and without limitation, the provider of the Third-Party Application ceases to make the Third-Party Application available for interoperation with the Services in a manner acceptable to Quore, or upon the expiration or termination of these Terms. You are responsible for complying with the applicable terms of service for any Third-Party Applications with which you use the Service.
- Beta / Early Access. Quore may, from time to time in its sole discretion, make available to Customer early releases of new or modified features, functionality, or modules to the Services for evaluation and testing purposes (“Beta Functionality”). Customer will be informed if it is offered Beta Functionality, and use of Beta Functionality is optional. Notwithstanding anything to the contrary in the Agreement, the warranties, indemnities and other obligations of Overjet hereunder shall not apply to Beta Functionality. All Beta Functionality is provided on an “as is” and “as available” basis without any representations, warranties and conditions, all of which are expressly disclaimed. Any Beta Functionality may change or be removed and may be subject to additional terms.
- Marketing Use. Customer permits Quore to use Customer’s name and logo to identify Customer as a client in marketing materials (website, case studies, sales presentations), and Customer hereby grants Quore a limited, non-exclusive, worldwide, royalty-free right and license to use, publish, and display any of your Trademarks in presentations, marketing materials, customer lists, and financial reports for the purpose of advertising or publicizing your use of the Services. Customer may opt-out by written notice; Quore will cease new uses and phase out existing uses within a reasonable time.
19. Non-Solicitation
During the Subscription Period and for one (1) year thereafter, neither party will, without the other’s prior written consent, directly or indirectly solicit for employment any employees of the other party who were materially involved in the relationship governed by these Terms (this does not restrict general solicitations not specifically targeted at the other party’s personnel).
20. Miscellaneous
- Amendment. Quore has the right to amend these Terms at any time without notice. Any such amendments will be appended hereto or incorporated herein, and are effective upon posting. You are urged to review these Terms prior to each use of the Services. This version of these Terms is effective as of the date set forth above. Your continued use of the Services following the posting of any updates or changes to these Terms constitutes your acceptance of such changes. If you object to any modifications to these Terms, your only recourse is to immediately terminate use of the Services.
- Independent Contractors. The parties are independent contractors. None of the provisions of these Terms or the provision of the Services hereunder shall be deemed to constitute a partnership, joint venture, franchisor-franchisee, employer-employee, or any other such relationship between the parties hereto, and neither party shall have any authority to bind the other in any manner except as expressly provided in these Terms.
- Authority. Each party represents it has full power and authority to enter into and perform under these Terms.
- Notices. Any notices must be in writing and shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing. Such notices will be sent to the contacts designated on the Subscription Order Form or Subscription Plan (or as updated in writing).
- Assignment. Customer may not assign or transfer these Terms (or any Subscription Order Form or Subscription Plan) without Quore’s prior written consent; any prohibited assignment is null and void. Quore may assign to an affiliate or in connection with a merger, acquisition, or sale of assets without Customer’s prior written consent. Any permitted assignment shall insure to the benefit of and be binding on the assigning party’s successor and assigns.
- Governing Law; Venue. Tennessee law governs these Terms and the relationship between you and Quore, without regard to its conflict of law provisions. Any dispute between the parties will be brought in state or federal courts located in Davidson County, Tennessee.
- Attorneys’ Fees. The prevailing party in any action to enforce these Terms is entitled to recover reasonable attorneys’ fees and costs.
- Entire Agreement; Order of Precedence. These Terms and the Subscription Order Form or Subscription Plan, as applicable, comprise the entire agreement and supersede prior or contemporaneous agreements on the subject matter. In the event you or Your Organization have entered into an MSA with Quore, that Master Services Agreement shall control in the event of a conflict with these Terms.
- Waiver. No waiver to exercise or enforce any right or provision of these Terms is effective unless in writing and signed by the waiving party.
- Severability. If any provision is found by a court of competent jurisdiction to be invalid, the remainder of these Terms remains in effect, and the provision will be enforced to the maximum extent permitted.
- No Third-Party Beneficiaries. These Terms create no third-party beneficiary rights.
- Construction. The Terms are the product of both parties; no presumption against the drafter applies.
- Survival. Sections 1, 4, 8, 9, 10, 11, 13(G), 14(E), 15, 16, 19, and 20, and any payment obligations accrued prior to termination survive expiration or termination of these Terms.
Contact
If you have any questions concerning the Services or these Terms, please contact us at:
Quore LLC • 5000 Meridian Blvd., Suite 400, Franklin, TN 37067
Email: legal@quore.com • Phone: +1 615.678.0388 • Web: www.quore.com