Terms of Service

Last Updated: August 4, 2025

This Customer Terms of Service is entered into by and between Qluely, Inc. ("Qluely" or "Company") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Qluely and sets forth the basic terms and conditions under which those products and services will be delivered. The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services through any online provisioning, registration or order process or (b) the effective date of the first order referencing this Agreement.

PLEASE NOTE:

IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.

PLEASE NOTE:

SECTION 11.2 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING ARBITRATION INSTEAD OF IN COURT.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.

1. DEFINITIONS

"Services" means the screen analysis and AI-assisted problem-solving services that Qluely provides, including browser-based screenshot capture and analysis tools.

"Customer Data" means any data in electronic form that Customer makes available through the Platform, including screenshots and related content.

"Platform" means Qluely's proprietary software platform that provides the Services.

"Documentation" means Qluely's user guides and other end user documentation for the Services.

"Users" means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.

2. THE SERVICES

2.1 Services

Subject to the terms and conditions set forth in this Agreement, Qluely grants to Customer a limited, non-transferable, non-assignable, non-exclusive right to access and use the Services during the subscription period for lawful purposes solely in the form provided by Qluely.

2.2 Software

Qluely may make software available as part of the Services, including browser extensions and desktop applications. Customer receives a limited non-exclusive, non-transferable license to use such software solely in connection with the Services.

2.3 Third-Party AI Services

The Services may facilitate Customer's use of third-party AI services. Customer acknowledges that such third-party services are governed by their own terms of service and privacy policies. Qluely is not responsible for the availability, functionality, or policies of third-party AI services.

3. CUSTOMER DATA AND PRIVACY

3.1 Customer Ownership

Customer retains all rights, title and interest in Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data.

3.2 Processing Rights

Customer grants Qluely a limited right to process Customer Data solely to provide the Services, including facilitating transmission to third-party AI services at Customer's direction.

3.3 Data Security

Qluely shall use commercially reasonable measures to maintain the security of Customer Data in transit and during temporary processing, but Customer acknowledges that data transmitted to third-party AI services is subject to those providers' security practices.

4. ACCEPTABLE USE AND RESTRICTIONS

4.1 Acceptable Use

Customer agrees to use the Services only for lawful purposes and in accordance with this Agreement. Customer is responsible for ensuring compliance with all applicable laws, regulations, and institutional policies.

4.2 Prohibited Uses

Customer shall not use the Services to:

Violate any applicable laws, regulations, or agreements
Infringe intellectual property rights
Transmit harmful or malicious content
Interfere with or disrupt the Services
Use the Services for any unlawful purpose

4.3 User Responsibility

Customer is solely responsible for ensuring that their use of the Services complies with all applicable laws, policies, and agreements, including those of educational institutions, employers, or other organizations. Qluely disclaims any responsibility for Customer's compliance with such third-party policies.

5. FEES AND PAYMENT

5.1 Fees

Customer shall pay Qluely the applicable fees as set forth in the pricing page or order form. All fees are non-refundable except as expressly stated in this Agreement.

5.2 Payment Terms

Unless otherwise specified, Customer shall pay all fees within thirty (30) days after the invoice date. Late payments may incur interest charges of 1.5% per month.

5.3 Taxes

Customer is responsible for all applicable taxes, duties, and assessments, except for taxes based on Qluely's income.

6. INTELLECTUAL PROPERTY

6.1 Qluely Property

Qluely retains all rights, title, and interest in the Services, Platform, and related intellectual property. No rights are granted to Customer except as expressly set forth in this Agreement.

6.2 Feedback

Any feedback, suggestions, or improvements provided by Customer may be used by Qluely without restriction or compensation.

7. WARRANTIES AND DISCLAIMERS

7.1 Mutual Warranties

Each party represents that it has the authority to enter into this Agreement.

7.2 Service Disclaimers

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. QLUELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Third-Party Services

QLUELY MAKES NO WARRANTIES REGARDING THIRD-PARTY AI SERVICES AND IS NOT RESPONSIBLE FOR THEIR AVAILABILITY, ACCURACY, OR PERFORMANCE.

7.4 AI Output Disclaimer

Customer acknowledges that AI-generated responses may be inaccurate, incomplete, or inappropriate. Customer uses all AI output at their own risk and agrees that Qluely has no liability for decisions made in reliance on such output.

8. TERM AND TERMINATION

8.1 Term

This Agreement begins on the Effective Date and continues until terminated in accordance with its terms.

8.2 Termination

Either party may terminate this Agreement with thirty (30) days' written notice. Qluely may terminate immediately for material breach, including violation of Section 4.

8.3 Effect of Termination

Upon termination, Customer's access to the Services will cease and Qluely may delete Customer Data in accordance with its data retention policies.

9. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. QLUELY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

10.1 Customer Indemnification

Customer will indemnify Qluely against claims arising from Customer's breach of this Agreement, misuse of the Services, or violation of applicable laws or third-party rights.

11. GENERAL PROVISIONS

11.1 Governing Law

This Agreement is governed by the laws of Delaware, United States.

11.2 Dispute Resolution

Disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules, except that either party may seek injunctive relief in court.

11.3 Modifications

Qluely may modify this Agreement by providing notice to Customer. Continued use of the Services constitutes acceptance of modifications.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter.

11.5 Severability

If any provision is found unenforceable, the remainder of the Agreement remains in effect.

11.6 Assignment

Neither party may assign this Agreement without the other's consent, except Qluely may assign in connection with a merger or sale of assets.

12. CONTACT INFORMATION

For questions about this Agreement, contact us at: help@qluely.com

By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

Terms of Use