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Terms of Service

Squillo, Inc. — Terms of Service

Last Revised: July 31, 2026

These Terms of Service (the “Terms”) are entered into between you, on behalf of your company or business (“you,” or “your”), and Squillo, Inc. (“Squillo,” “we,” “us,” and “our”). These Terms govern your access to and use of our website at squillo.com (“Site”), along with our related websites, networks, applications, and other services provided by us (collectively, our “Service”).

By accessing, browsing, submitting information to and/or using the Services, or by checking the checkbox or selecting ACCEPT when creating an account or by completing an Order or Subscription purchase, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES.

THESE TERMS INCLUDE A MANDATORY BINDING ARBITRATION PROVISION AND TRIAL BY JURY AND CLASS ACTION WAIVERS, WHICH LIMIT YOUR RIGHTS IN THE EVENT OF A DISPUTE RELATED TO THE SERVICES. PLEASE REFER TO THE “YOU AGREE TO ARBITRATION” SECTION BELOW FOR MORE INFORMATION.

1. THE SERVICES

Squillo provides a cloud-based automation and integration platform that enables users to build, configure, and operate custom applications, workflows, and data pipelines using a variety of underlying technologies and third-party services. The Services may include tools and infrastructure to access and orchestrate third-party application programming interfaces (“APIs”), agents, applications, and other resources, including generative artificial intelligence models made available through the Service (collectively, “Models”). Squillo may add or remove Models from the Service at any time. The information provided on our Site and in the Services is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our Site and Services.

Any personal information you provide or that is collected by Squillo through the Services shall be handled in accordance with our Privacy Policy, which is hereby incorporated by reference. If you are part of and represent an organization in entering into these Terms or use the Service for commercial, for-profit purposes, please read the Squillo Data Processing Addendum (https://squillo.com/dpa) (“DPA”) relating to our processing of your Personal Information (as defined in the DPA). The DPA is incorporated by reference into, and made a part of, these Terms.

The Services may be used in conjunction with third-party products, applications, or services. Squillo does not control or assume responsibility for any third-party offerings. You are solely responsible for reviewing, understanding, and complying with all applicable terms, conditions, and policies of such third parties. Your use of third-party products or services is at your own risk.

2. USE OF THE SERVICES

You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are under 18 years of age, you must have your parent or guardian's permission to use the Service. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

You shall not use or otherwise access the Services in a manner that exceeds your authorized use as set forth in these Terms and the applicable Order. You may not use the Services if we’ve terminated your account(s) or banned you. You agree to use the Services only for lawful purposes, comply with all rules governing any transactions on and through the Services and to comply with applicable laws.

3. USER ACCOUNT RESPONSIBILITY

You may be required to create an account and provide certain information to access our Services.

  • You agree that the information you provide to us via your account(s) is accurate and that you will keep it accurate and up-to-date at all times.

  • As further described below in Section 4, you’re responsible for safeguarding your account(s), and you accept responsibility for all activities that occur via your account(s). Squillo disclaims any liability for third-party actions made via your account(s). You agree to notify us immediately if you suspect any unauthorized use of your account(s) or access to your password(s).

  • In order to provide you with access to features across our Services, we may create and link different services’ accounts for you.

  • Except as permitted herein, you agree not to share your account, login information, or access credentials with any other individual or entity. Unauthorized sharing or use of your account may result in suspension or termination of your access to the Service, without notice. We reserve the right to monitor account usage and take appropriate action to enforce these Terms.

If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].

4. AUTHORIZED USERS

The Service allows creation of two account types: organizational accounts and individual accounts. An organizational account is managed by an administrative user (“Admin User”) who can invite individuals from the Admin User's organization (“Authorized Users”) to the organizational account. Authorized Users may only use the Service as configured by the Admin User, with such configurations which may include, without limitation, enabling prompt logging, chat logging, zero data retention, model training, and other settings. Authorized Users may also create separate individual accounts to access the Service.

You are responsible for providing access to the Services to any of your employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms and (ii) for whom access to the Services has been purchased or approved by Squillo and as further provided in an applicable Order. You will provide reasonable cooperation with Squillo to enable Squillo to provide the Services to you. YOU ARE RESPONSIBLE FOR ANY ACTIVITY OCCURRING THROUGH THE ACCOUNTS, INCLUDING UNAUTHORIZED ACTIVITY AND AUTHORIZED USERS’ USE AND PROCESSING OF ANY INFORMATION, AND YOU ARE RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY AUTHORIZED USERS. You must use reasonable efforts to prevent unauthorized access to or use of the Services, including any personal information, and shall promptly notify Squillo in the event of any unauthorized access or use. You shall comply, and shall ensure that your Authorized Users comply, with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to your use of the Services, including without limitation those related to data protection, electronic communications, and anti-spam legislation.

5. TERM

If you have a Subscription for the Services, these Terms shall continue for as long as any applicable Orders or Subscriptions are in effect (the “Term”), unless sooner terminated pursuant to these Terms. Unless otherwise stated in the Order, you shall pay for the Services on a monthly basis and can cancel the Services at any time. Unless otherwise provided in these Terms, upon your cancellation of the Services, your and your Authorized User’s access to the paid Services will terminate at the end of your current Term. Upon termination, your account may revert to a free version of the Services.

If you do not have an active Subscription, either you or Squillo may terminate your access to the Services at any time, including by you deleting your account.

6. TERMINATION

Either party may terminate these Terms, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches these Terms, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which, if involuntary, is not dismissed or vacated within forty five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, Squillo may terminate these Terms before the expiration date of the Term on written notice if you fail to pay any amount when due hereunder. The parties acknowledge that in the event of a termination for any reason, the rights granted by Squillo to you will cease immediately.

If Squillo terminates these Terms or an Order under this Section 6 or if you terminate these Terms or any Order for any reason other than Squillo’s material breach, you shall remain liable for and shall promptly pay all fees, if any, that would have become due for the remainder of the applicable term of these Terms or an Order, including any outstanding fees accrued as of the effective date of termination.

7. PROHIBITED USES

You may not use any of our Services in the following ways:

  1. Post anything related to the OS or model — including screenshots, videos, pictures etc.;
  2. Use the Service for any illegal purpose, in violation of any local, state, national, or international law or in violation of any applicable Model Terms (defined below);
  3. In any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of it;
  4. Purchase Credits with cryptocurrency when the source of funds for the cryptocurrency constitute proceeds of a financial or other crime under applicable law;
  5. Access the Site or Service for purposes of reselling API access to Models or otherwise developing a competing service;
  6. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
  7. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services, or any part thereof;
  8. Attempt to gain unauthorized access to any Services account, computer systems or networks associated with Squillo or Services;
  9. Obtain or attempt to obtain any materials or information through the Services by any means not intentionally made available or provided by Squillo;
  10. Use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material;
  11. Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
  12. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
  13. Impersonate or attempt to impersonate Squillo, a Squillo employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
  14. To harass, bully, defame or threaten any specific individual;
  15. Post or upload any materials that infringe on the intellectual property rights of others, including any copyrighted or trademarked materials, on the Services;
  16. That are illegal or are against the laws and regulations of the jurisdictions in which you operate, do business, or access the Services.
  17. Provide any false, inaccurate, or misleading information in connection with your use of the Services;
  18. Create a false identity, misrepresent your identity, or create multiple accounts as a single user, for purposes of bypassing or circumventing use limits on the Site or Service or for any other reason;
  19. Conduct, attempt to conduct, facilitate, or permit any third party to conduct, without Squillo’s prior written consent, any Red Teaming of the Services, any Models, or any related systems or third-party services. “Red Teaming” includes prompt injection, jailbreak attempts, adversarial testing, security testing, vulnerability research, or any other activity designed to probe, evaluate, circumvent, interfere with, exploit, disable, discover, or induce the disclosure of limitations, filters, safeguards, system prompts, confidential information, vulnerabilities, or other non-public aspects of the Services or any Models;
  20. Access, scrape, extract, harvest, or otherwise collect data or content from the Services by any means not expressly authorized by Squillo, including for purposes of building, training, or improving any database, model, or system;
  21. bypass any technical measures implemented by Squillo that are designed to prevent scraping; or
  22. Use the Services or any output, data, or content obtained from the Services to develop, train, or create any product, service, or offering that is competitive with or substantially similar to the Services.

Squillo has a zero tolerance policy for any use of the Services, or any materials, in our sole discretion, that involve harassment, racism, obscene content, discrimination or any other offensive content of any kind. At our sole discretion, we may suspend, terminate or permanently ban your access to the Services for any violation of this zero tolerance policy. Additionally, you may not post or upload any materials that promote self-harm.

However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

8. ORDERS; SUBSCRIPTIONS; CREDITS; CANCELLATIONS

Service Offerings. Squillo provides numerous service options on the Services. Certain service options may be provided free of charge, while other options require subscription payments before they can be accessed (“Subscriptions”). Squillo may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. Squillo is not responsible for the products and services provided by such third parties. From time to time, Squillo may offer trials of its paid Subscriptions for a specified period without payment or at a reduced rate. The term of a Subscription shall be set forth in the applicable Order (defined below). If your Subscription is monthly, your Subscription will be valid for a period of a month and will automatically renew until cancelled by you. If your Subscription is yearly, your Subscription will be valid for a period of one year and will automatically renew until cancelled by you.

Orders. If you purchase a Subscription or wish to access a paid portion of our Services, orders will be initiated when you submit an order or purchase a Subscription (defined below) on our website or by executing an order form or statement of work with Squillo (collectively, an “Order”). By placing an Order, you affirm that you are of legal age to enter into a binding agreement for the Services, and acknowledge that you and your company or business are bound by these Terms. Each Order is subject to, governed by, and incorporates by reference, these Terms. Squillo shall provide the Services in accordance with the terms and subject to the conditions set forth herein. To the extent these Terms contradict any terms in any applicable Order, these Terms shall control.

Pre-Paid Credits. Access to the Service, or to certain features of the Service, may require you to pay fees for pre-paid credits that are linked to your account (“Credits”), along with payment processing fees and transaction fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Currently, Squillo requires users to purchase Credits to make API calls and access the Service. The applicable fees are available on our Site and your Order. Squillo requires a minimum and maximum purchase amount of $5 and $25,000 per transaction, respectively. Once purchased, Credits are non-refundable.

Credit Expiration. Squillo reserves the right to expire unused credits 18 months after purchase. When purchasing Credits, you will have the option to automatically add Credits to your account by charging the payment method of your choosing when your available Credits are below a threshold amount you have set on your account (“Auto Recharge”). If you elect the Auto Recharge option, you authorize Squillo to automatically charge payments to your account. You may update or cancel Auto Recharge at any time through your account page.

Cancellations; Non-Refundable. If you choose to cancel your Subscription, your access to the Services and all associated features will remain active until the end of your current billing period (for example, your then-current month or year of service), after which your access to the Services will be discontinued and you will no longer be able to use the Services. All Subscription fees, Orders, and pre-paid Credits are non-cancellable and non-refundable, and you will not receive any refund, credit, or proration for any partial billing period, unused Services, unused Credits, or downgraded usage, except where a refund is required by applicable law. If you cancel a Subscription, disable Auto Recharge, or otherwise reduce your use of the Services, such actions will only take effect prospectively at the end of the then-current billing period and will not affect any fees, Orders, or Credits already incurred, purchased, or committed. For clarity, cancelling your Subscription or closing your account does not relieve you of your obligation to pay any outstanding or committed fees, including fees that would have become due for the remainder of the applicable term under any Order. You can cancel the Services through your account or by contacting us using the contact information provided below.

9. FEES AND EXPENSES

Fee Payments. For paid Services, you shall pay the fees as set forth on the Order in order to obtain access to the Services (the “Fee(s)”). Unless otherwise specified in the applicable Order, Squillo will withdraw the Fees of the Services from your specified financial account, credit or debit card, or other payment method. All amounts payable for the Services pursuant to an Order are non-cancelable and non-refundable. You agree to pay invoiced Fees in U.S. dollars. You represent and warrant that (i) the credit or debit card information or other payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment information for the purchase, (iii) charges incurred by you will be honored by your financial institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. We reserve the right to modify, update, or change our fees and any other associated costs at any time, at our sole discretion.

Account Balance and Credits. Amounts you pay to fund your account are applied as prepaid Credits to your account balance, which may be used to access and use available Models and other paid features of the Services. The number of Credits required for a particular request, transaction, or use of the Services may vary based on the applicable Model, feature, functionality, usage type, or other factors specified by Squillo on the Site, in the Service, or in an applicable Order.

Pass-Through Services. Squillo may provide middleware, routing, orchestration, optimization, compression, and other processing functionality designed to improve efficiency in your use of the Services, including by reducing token consumption or other usage associated with your agents, workflows, models, or related requests. In certain configurations, the Services may operate as a pass-through or intermediary layer between you and underlying models, agents, or other technologies, and may not require a direct connection to a separate third-party artificial intelligence tool by you. For the foregoing services, Squillo may offer such Services under a gain-sharing or savings-based pricing model pursuant to which Fees are calculated based on savings generated through the Services, including savings resulting from reductions in token usage, model usage, or other consumption metrics. Unless otherwise stated in an applicable Order, such Fees may equal twenty percent (20%) of the measured savings generated by the applicable Services during the relevant billing period. By way of example only, if the Services reduce applicable usage costs from $100 to $50, the savings would be $50 and Squillo’s gain-sharing fee would be $10. Squillo will determine the applicable methodology, baseline assumptions, measurement criteria, and billing procedures for any gain-sharing arrangement in the applicable Order, on the Site, or otherwise in writing.

Payment Processor. Squillo accepts payment through our third-party payment processor, Stripe. All payments made through Stripe are in U.S. dollars and subject to their payment terms and conditions here.

Late Payments. Any late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall also reimburse Squillo for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

Fee Changes. Notwithstanding anything to the contrary, upon providing 30 days prior notice to you, Squillo shall be permitted to increase any Subscription fees, costs for Credits, or other fees. Such increase will only be applicable to new Subscriptions, renewals of your Subscription, or new purchases of Credits.

10. TAXES

For any Fees, you shall be responsible for all taxes, including, without limitation, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you hereunder; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or regarding, Squillo’s net income.

11. MODEL TERMS

Your use of the Services, and any products, platforms, devices, operating systems, applications, marketplaces, or other services used by you in connection with the Services or your own products and services, may be subject to additional third-party terms, conditions, policies, or requirements, including, for example, terms imposed by Apple or other platform providers.

Model Terms. You acknowledge that the Service enables you, your Authorized Users, and your customers (to the extent you incorporate the Service into your own products and services) access to Models provided by Model Providers. By accessing or using any Model through the Service, you agree, and will ensure that your Authorized Users and customers agree, to comply with the applicable terms for each Model (“Model Terms”), a list of which is provided (https://squillo.com/models). You are solely responsible for reviewing the Model Terms applicable to each Model before accessing or using that Model and for determining whether the applicable Model Terms allow you and your Authorized Users' to access and use the Service, Inputs, and Outputs as you intend. You will promptly provide any information, certifications, notices, consents, or other materials reasonably requested by Squillo to confirm or support your compliance with applicable Model Terms. Your failure to provide such information may result in suspension or restriction of access to the applicable Model or the Service.

Flow Down Requirements. You will require that all of your Authorized Users and customers access and use the Service and Models only in accordance with these Terms, any documentation provided by Squillo on the Site and Service, and the applicable Model Terms. You will be responsible for all acts and omissions of your Authorized Users and customers, including any violation of applicable Model Terms.

Changes to Model Terms. You understand that Model Terms may be modified, supplemented, or replaced from time to time by the applicable Model Provider. Your continued access to or use of a Model after the Model Terms for that Model are updated constitutes your acceptance of such updated Model Terms. If you do not agree to the updated Model Terms, you should not access or use the applicable Model.

Availability of Models. Squillo does not guarantee availability of any Model and provides you with access to the Models only on an “as-available” basis. Model uptime and performance are described in the applicable Model Terms, and it is your responsibility to review the Model Terms for the Models you access in order to understand the availability and data practices of each Model Provider.

Suspension and Termination of Model Access. You understand and acknowledge that you are solely responsible for any violation by yourself, your Authorized Users, and your customers of applicable Model Terms. Squillo may suspend, restrict, disable, or terminate your, any of your Authorized User's, and your customers' access to any Model if we reasonably believe that you, one of your Authorized Users, or your customer(s) has violated, or may violate, these Terms or any Model Terms, or if we are required or requested to do so by the applicable Model Provider. If your access is suspended or terminated, it is your responsibility to contact the applicable Model Provider to resolve your issue. Each Model Provider retains sole control over access to its Model. While we will use commercially reasonable efforts to provide advance written notice to you of any suspension, restriction, disabling, or termination of your access to any Model, we cannot guarantee that we will be able to provide advance notice in all circumstances. Squillo disclaims all liability for any suspension, restriction, disabling, termination, removal, unavailability, degradation or modification of any Model arising from or related to Model Terms of the acts or omissions of any Model Provider.

Model Selection and Restriction. You are solely responsible for selecting the Models you use, configuring your account settings, setting permissions and restrictions for your Authorized Users and your customers, and determining whether each Model and the applicable Model Terms are appropriate for your use case, including any regulated, high-risk, sensitive, or customer-facing use. You understand and acknowledge that certain Model Providers do not authorize users either (i) acting on behalf of certain entities or organizations, or (ii) who are located in certain countries or regions, to access their Models, as described in their Model Terms and documentation (“Restricted Models”), and that you may not access these Restricted Models through our Service. Model Providers may add or remove Models from their Restricted Models list at any time and with or without notice to you or Squillo. You agree not to, and will not allow your Authorized Users or customers to, (a) use the Service to access, or to use the Service in conjunction any other third-party tools to access, Restricted Models, including without limitation by using virtual private networks and proxies; or (b) circumvent safeguards or measures implemented by Squillo or Model Providers designed to restrict access to Restricted Models. Any breach of this Section is considered a material breach subject to immediate suspension and/or termination of your access to the Service by Squillo.

Conflicts. As between yourself and Squillo, these Terms govern the parties' rights and obligations with respect to the Service. The applicable Model Terms govern your, your Authorized Users', and your customers' access to and use of the applicable Model to the extent required by the applicable Model Provider. Squillo does not modify, waive, or limit any Model Terms unless expressly stated in writing.

12. RED TEAMING; SQUILLO SECURITY FEATURES

You may not conduct, and may not permit any third party to conduct, any security testing, adversarial testing, vulnerability research, prompt injection, jailbreaking, stress testing, penetration testing, or other activity intended to probe, evaluate, circumvent, interfere with, exploit, or discover limitations, filters, safeguards, or vulnerabilities of the Services, any Models, or any related systems or third-party services, except with Squillo’s prior written consent. Any approved testing must be conducted only within the scope, manner, and time period expressly authorized by Squillo and in compliance with these Terms, any applicable Order, and any applicable third-party terms. Squillo may suspend, restrict, or terminate access to the Services for any actual or suspected violation of this Section.

The Services may include security, safety, threat detection, malware detection, or content screening functionality, including features made available through Tuesday Token Composer or any similar product or feature (collectively, “Security Features”). In connection with providing the Security Features, Squillo may automatically access, analyze, process, scan, classify, log, flag, block, redact, modify, quarantine, delay, limit, or refuse to process Inputs, Outputs, prompts, files, code, URLs, tool calls, workflow data, metadata, and other User Content or requests submitted to, generated through, or processed by the Services, in each case as necessary to provide, operate, maintain, secure, and improve the Security Features and the Services.

You acknowledge that Security Features are automated and may not detect, prevent, or remediate all malicious, harmful, unsafe, unauthorized, or policy violating content, code, activity, or threats, and may incorrectly flag, block, modify, delay, or otherwise affect benign content or activity. Security Features are provided on an “as is” and “as available” basis and do not constitute, and Squillo does not provide, any guarantee, warranty, or representation that the Services or any User Content will be secure, free from malware or other harmful material, or protected against any particular threat or vulnerability. You remain solely responsible for implementing and maintaining appropriate safeguards, backups, security controls, and human review appropriate for your use case.

You represent and warrant that you have obtained, and will maintain, all rights, permissions, notices, consents, and other authorizations necessary for Squillo to process User Content and other information as described in this Section. Squillo may use third-party service providers in connection with the Security Features, subject to the Privacy Policy and, where applicable, the Data Processing Addendum. Squillo may modify, suspend, disable, or discontinue any Security Feature, or restrict processing of any content or request, at any time in its discretion, including where Squillo reasonably believes that the content or request may present a security, legal, operational, or third-party risk.

13. NON-SQUILLO SERVICES

Squillo or third parties may distribute products, services, tools, or software functionality that interoperate, integrate, or connect with the Service and your account, that you may access and use in conjunction with the Service (collectively, “Non-Squillo Services”). Your use or purchase of these Non-Squillo Services, and any data exchanged in connection with such use, is solely between you and the applicable third-party provider, and governed by the terms of service, end user license agreement, privacy notice, and/or any other terms or policies between you and that third party as disclosed or made available within the Service. Squillo does not make any representations, warranties, or guarantees regarding Non-Squillo Services, their providers, their availability or their conformity to your security or compliance requirements. Any support provided by Squillo does not apply to Non-Squillo Services. Squillo is not responsible for any disclosure, modification, or deletion of your content or data resulting from access by any Non-Squillo Services, or other direct or indirect losses, special or consequential damages, or claims arising out of or in connection with Non-Squillo Services. While the Service may contain features designed to interoperate with Non-Squillo Services, Squillo cannot guarantee the continued availability of such features of the Service and may cease providing them without entitling you to any refund, Credits, or other compensation.

14. THIRD-PARTY WEBSITES

The Services may contain links to websites and platforms controlled or operated by persons and companies other than Squillo (“Linked Sites”). Linked Sites are not under the control of Squillo, and Squillo is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Squillo is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Squillo is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Squillo of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Squillo or are identified in the Services, including any delivery of and payment for goods and services.

15. THIRD-PARTY APPLICATIONS

You acknowledge that your access and use of any third-party applications or software on the Services and Content (the “Third-party Applications”) is at your discretion and risk, and Squillo has no liability to you arising from your use of the Third-party Applications. Squillo hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold Squillo harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

16. INTELLECTUAL PROPERTY NOTICES

The Services and the data, material, content or information therein (collectively, the “Content”), are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Services or Content in any manner, except as expressly permitted by Squillo in these Terms. The Services and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Squillo or applicable owner. You acknowledge and agree that Squillo retains sole and exclusive ownership of all right, title, and interest in and to: (i) Squillo’s intellectual property; and (ii) the Services (including any pre-existing software, know-how, methodologies, and data), including any modification, improvement, enhancement, or configuration made to the Services, regardless of who creates, suggests, and/or contributes in any such modification, improvement, enhancement, or configuration.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Squillo or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

17. USER CONTENT

User Content Generally.

You may provide input into the Services, which may include images, data, text, and other types of work ("Input") and receive an output from the Services based on your Input ("Output", and collectively, the Input and Output are "User Content"). As between you and Squillo, you retain all right, title, and interest in and to your Input. Subject to these Terms, you grant Squillo a non-exclusive, worldwide, royalty-free right and license to host, use, process, transmit, and otherwise use User Content solely as necessary to provide, operate, maintain, support, secure, and improve the Services for you and your Authorized Users. Squillo will not use your Input or Output to train its own models or for any purpose other than providing the Services, except that Squillo may collect, use, disclose, and create de-identified and/or aggregated data derived from use of the Services for its lawful business purposes, including analytics, service improvement, security, and benchmarking, provided that such data does not identify you, your Authorized Users, or any individual. Ownership of Output, and any rights relating to Output, will be governed by the applicable Model Terms for the Model used to generate that Output. While we strive to keep the Model Terms up to date every time we add or remove each Model from the Service, there may be incorrect or missing terms. If you see any linked terms to Models that are inaccurate, missing or out of date, you may contact us at [email protected]. Some Models may store or train on your Inputs for improving their own large language models and may allow you to opt-out of model training, as described in their Model Terms. Squillo strives to accurately represent the status of prompt logging and training for each Model on our Site. However, Squillo is not liable for errors or misrepresentations made in any Model Terms. You are encouraged to review Model Terms yourself as needed.

Prompt Storage. The Services may, by default, provide you with the ability to access, review, and retrieve certain User Content at a later date as part of the standard functionality of the Services. You authorize Squillo to host, store, copy, and use such User Content solely as necessary to provide this functionality and otherwise provide the Services in accordance with these Terms. Additional storage options, retention periods, configurations, and related features may be made available by Squillo from time to time upon request or under an applicable Order, and you may contact Squillo for additional information regarding such options.

Shared User Content. The Services may allow you to create, upload, submit, purchase, license, access, use, share, or otherwise make available certain User Content, templates, applications, workflows, prompts, configurations, or other content and materials, including any “Snapps” and related content made available through the Services (collectively, “Shared User Content”). Shared User Content may include content that you create, content that you purchase or otherwise obtain through the Services, and content that you authorize to be shared or made available to other users or third parties through the Services. You are solely responsible for determining whether you have all rights, permissions, consents, and other authorizations necessary to create, use, purchase, share, display, distribute, or otherwise make available any Shared User Content. By submitting, purchasing, creating, or authorizing the sharing of any Shared User Content through the Services, you represent and warrant that you have all necessary rights and authorizations to do so and grant Squillo all rights necessary to host, store, reproduce, display, transmit, distribute, and otherwise make such Shared User Content available through the Services in accordance with your instructions and the functionality of the Services.

Input Representations and Warranties. You are solely responsible for your Inputs and the consequences of providing Inputs. By providing Inputs, you affirm, represent, and warrant that:

  • you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize Squillo to use, reproduce, and distribute your Inputs as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Squillo, the Service, and these Terms; and
  • your Inputs, and the use of your Inputs as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Squillo to violate any law or regulation.

Input and User Content Disclaimer. We are under no obligation to edit or control Inputs that you or other users post or publish, and will not be in any way responsible or liable for Inputs. Squillo may, however, at any time and without prior notice, screen, remove, edit, or block any Inputs that in our sole judgment violates these Terms or is otherwise objectionable or illegal. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Squillo with respect to the Inputs. We expressly disclaim any and all liability in connection with User Content. If notified by a user, content owner or Model that User Content allegedly does not conform to these Terms, we may investigate the allegation and elect to terminate your access to the Services, in our discretion. For clarity, Squillo does not permit copyright-infringing activities on the Service.

Location of Originating Requests. We strive to accurately provide to the Models the country of your originating request when accessing the Site using APIs. However, due to limitations of currently available technology, it is not always possible to accurately represent your country of origin, and this limitation may affect your ability to use the Service. You understand and agree that Squillo is not responsible for any incorrect location reporting to the Models.

18. LOCATION OF SERVICES

Squillo is located in the United States. We make no claims that the Services or any of its contents are accessible or appropriate in every country. Access to the Services may not be legal by certain persons or in certain countries.

19. CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with these Terms, is confidential, solely for use in performing these Terms and the Services and may not be disclosed or copied unless authorized by the Disclosing Party in writing. Without limiting the foregoing, Squillo's Confidential Information also includes the non-public aspects of (X) the Service and any related product or future product plans, technology and other technical information and (Y) business negotiations. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of these Terms; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall be responsible for any breach of this Section caused by any of its employees, contractors, agents, or representatives. On the expiration or termination of these Terms, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

20. DISCLAIMER

You represent, warrant and covenant that (i) you have the full right, power and authority to enter into these Terms, including on behalf of your company or business, and (ii) the execution of these Terms by and the performance of your obligations and duties hereunder do not and will not violate any agreement to which you or your company or business is a party or by which it is bound.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SQUILLO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SQUILLO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. FOR CLARITY, SQUILLO DOES NOT WARRANT THAT THE OUTPUT WILL BE AVAILABLE FOR YOUR INTENDED USE OR SUITABLE FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING SQUILLO OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICE UTILIZES TECHNOLOGIES WHOSE FUNCTIONALITY, ERROR RATE, AND AVAILABILITY MAY EVOLVE OVER TIME. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. YOU UNDERSTAND AND AGREE THAT SQUILLO IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. SQUILLO TAKES NO RESPONSIBILITY FOR ANY ACTIONS YOU TAKE AS A RESULT OF ANY OUTPUT RECEIVED THROUGH THE SERVICE OR ANY CONSEQUENCES OF THOSE ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS, IMPLEMENTING APPROPRIATE HUMAN REVIEW AND SAFEGUARDS, AND DETERMINING WHETHER ANY MODEL, MODEL TERMS, INPUT, OUTPUT, OR USE CASE IS APPROPRIATE FOR YOUR BUSINESS, LEGAL, SECURITY, PRIVACY, AND COMPLIANCE REQUIREMENTS. SQUILLO MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY MODEL PROVIDER'S DATA HANDLING, RETENTION, TRAINING, SECURITY, AVAILABILITY, OR INTELLECTUAL PROPERTY PRACTICES.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

21. LIMITATION OF LIABILITY

IN NO EVENT WILL SQUILLO BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SQUILLO HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

THE AGGREGATE LIABILITY OF SQUILLO TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SQUILLO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND SQUILLO UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SQUILLO. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

22. INDEMNIFICATION

You are responsible for your use of the Service, and you will defend and indemnify Squillo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Squillo Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) the unauthorized actions, errors, omissions, negligence, willful misconduct, violations of law, or fraud of you or your Authorized Users. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

23. SUSPENSION OF SERVICES

In addition to all other remedies available under these Terms or at law, Squillo shall be entitled to suspend the provision of the Services if you fail to pay any undisputed Fees when due hereunder. Notwithstanding the foregoing, Squillo may, at its sole discretion, temporarily suspend your and any Authorized User’s access to any portion or all of the Services if: (i) Squillo reasonably determines that there is a threat or attack on any of Squillo’s intellectual property; (ii) Squillo’s provision of the Services to you or any Authorized User is prohibited by applicable law; or (iii) Squillo concludes that your or any Authorized User’s use of the Services is in violation of these Terms or is causing immediate, material, and ongoing harm to Squillo or any other individual or entity.

24. DISPUTES; GOVERNING LAW AND VENUE

All claims subject to these Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Services, shall be governed by the laws of the State of Indiana without giving effect to any conflict of laws principles that may otherwise provide for the application of the law of another jurisdiction.

Prior to initiating any formal legal proceeding, the parties agree to first attempt in good faith to resolve any dispute through a meeting between the parties. Either party may initiate such process by providing written notice of the dispute to the other party. The parties shall meet (which may occur virtually) within a reasonable time after such notice and attempt in good faith to resolve the dispute. If the dispute is not resolved within thirty (30) days after the initial notice, either party may thereafter pursue any remedies available to it in accordance with this Agreement. Notwithstanding the foregoing, this informal dispute resolution requirement shall not apply to any claim for injunctive or other equitable relief as provided herein.

Except as provided in Section 25 below, these claims or disputes shall be brought and litigated exclusively in the state or federal courts located within Indianapolis, Indiana.

25. AGREEMENT TO ARBITRATE

Generally. In the interest of resolving disputes between you and Squillo in the most expedient and cost effective manner, you and Squillo agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SQUILLO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Despite the provisions of Section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Arbitrator. Any arbitration between you and Squillo will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Squillo.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Squillo's address for Notice is: Squillo, Inc., 18520 Allison Pointe Blvd., Suite 223, Indianapolis, IN 46250-4299, United States. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Squillo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Squillo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Squillo will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Squillo in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.

Fees. If you commence arbitration in accordance with these Terms, Squillo will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Indianapolis, Indiana, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Squillo for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

No Class Actions. YOU AND SQUILLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Squillo agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If Squillo makes any future change to this arbitration provision, other than a change to Squillo's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Squillo's address for Notice, in which case, this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

Enforceability. If Section 25 is found to be unenforceable, then the entirety of this Section 25 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 24 will govern any action arising out of or related to these Terms.

26. LIMITATION ON TIME TO FILE CLAIMS

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

27. CHANGES TO THESE TERMS OF USE

Squillo may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Squillo. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Services after any such change is communicated shall constitute your consent to such change(s).

28. COUNTERPARTS; ELECTRONIC SIGNATURES

These Terms may be executed in any number of counterparts. Unless otherwise prohibited by law, these Terms and related documents (including the Order) may be accepted in electronic form (e.g., by an electronic or digital signature, symbol, initial, checkbox, or other means of demonstrating assent as defined under U.S. federal ESIGN Act of 2000) and your acceptance will be deemed binding on you. You acknowledge and agree that you will not contest the validity or enforceability of these Terms and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form.

29. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for your obligations to make payments to Squillo hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): weather and other Acts of God, government restrictions or orders, pandemics or epidemics, acts of terrorism, widespread Internet outage(s), wars, insurrections and/or any other cause beyond the control of the Impacted Party. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

30. GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Squillo as a result of these Terms or use of the Services. You may not assign these Terms without the prior written consent of Squillo in all instances. Squillo may assign these Terms, in whole or in part, at any time. Squillo’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Squillo’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Squillo with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Squillo with respect to the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Squillo. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

31. SQUILLO CONTACT INFORMATION

We value your opinions and welcome your feedback. To contact us about these Terms, please contact us at:

18520 Allison Pointe Blvd. Suite 223 Indianapolis, IN 46250-4299

You may contact us by sending correspondence to that address or by emailing us at [email protected].