Quotely End User Terms of Service

These End User Terms of Service ("Terms") are a legal agreement between you ("you" or "User") and Quotely Labs Inc., operating under the trade name "Quotely" ("Quotely," "we," "us," or "our"). These Terms govern your access to and use of our websites, applications, and services, including our AI-powered quoting, dispatch, booking, and payments software and related features (collectively, the "Services").

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1) Who These Terms Cover

1.1 Authorized Users for a Business Customer

If you use the Services on behalf of a company (a "Customer"), you represent that you are authorized to do so. Your use may also be governed by the Customer's agreement with Quotely (the "Customer Agreement"). If there is a conflict between these Terms and the Customer Agreement, the Customer Agreement controls as between Quotely and the Customer.

1.2 End-Customers Interacting with a Customer's Booking or Quoting Flow

If you are an individual interacting with a booking, quoting, dispatch, or payments flow that is operated by a moving, delivery, or logistics company using Quotely (an "End-Customer"), you understand and agree that:

• Quotely provides technology to the Customer identified in that booking or quoting flow;
• That Customer (not Quotely) is responsible for its own quotes, bookings, fulfillment, pricing, crew and vehicle assignment, and service delivery; and
• Any contract for moving, delivery, or related services is between you and that Customer, not Quotely.

The identity of the specific Customer you are transacting with is disclosed to you within that Customer's branded booking or quoting experience (for example, in an on-screen disclosure, footer notice, or confirmation communication identifying the Customer and noting that Quotely provides the underlying platform technology), and in the applicable Customer Agreement between Quotely and that Customer. This master Terms document governs your relationship with Quotely as the platform provider across all Customers using the Services, and does not name any individual Customer.

2) Changes to the Services or Terms

We may update the Services and these Terms from time to time. The "Last Updated" date shows when changes were made. If you continue using the Services after an update becomes effective, you agree to the updated Terms.

3) Eligibility

You must be at least the age of majority where you live to use the Services unless your use is authorized by a Customer in a workplace context and permitted by applicable law.

4) Accounts, Access, and Security

You may need an account to use certain features.

• You must provide accurate information and keep it updated.
• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• Notify us promptly of any suspected unauthorized access.

5) Licenses and Acceptable Use

5.1 License to You

Subject to these Terms, Quotely grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for lawful business purposes (or, for End-Customers, to interact with the booking/quoting experience).

5.2 Restrictions

You will not (and will not allow anyone else to):

• Copy, modify, or create derivative works of the Services (except as permitted by law);
• Reverse engineer, decompile, or attempt to extract source code or underlying models (except as permitted by law);
• Circumvent security measures or access the Services in an unauthorized way;
• Use the Services to develop or train a competing product (except to the extent prohibited by applicable law);
• Interfere with or disrupt the Services (including by introducing malware or abusing rate limits);
• Use the Services in violation of applicable laws or third-party rights.

5.3 Prohibited Content and Misuse

You must not submit, upload, or transmit content that:

• Infringes intellectual property or privacy rights;
• Is unlawful, defamatory, or harassing;
• Contains malware, exploits, or harmful code;
• Includes personal information you do not have the right to share; or
• Is used to commit fraud or misrepresent identity.

6) User Content, Customer Data, and Permissions

6.1 Definitions

"User Content" means information, text, files, images, videos, or other materials you submit to the Services.

"Customer Data" means User Content and other data processed by Quotely on behalf of a Customer through the Services (including End-Customer information collected by a Customer using the Services).

6.2 Your Rights and Responsibilities

You retain your rights in your User Content as between you and Quotely. You represent and warrant that you have all rights needed to provide User Content to the Services.

6.3 License to Quotely

You grant Quotely a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and use User Content and Customer Data only as necessary to:

• Provide, maintain, secure, and support the Services;
• Generate outputs requested through the Services (including AI-generated results); and
• Comply with law and enforce these Terms.

6.4 Feedback

If you provide suggestions or feedback, you grant Quotely a perpetual, irrevocable, worldwide right to use it without restriction or compensation.

7) AI Features and Important Disclaimers

7.1 AI Outputs Are Probabilistic

The Services may generate outputs (e.g., inferred inventories, recommendations, time/crew/vehicle suggestions, pricing suggestions). AI outputs may be incorrect, incomplete, or inappropriate for your specific situation. You are responsible for reviewing and verifying outputs before relying on them.

7.2 Not Professional Advice; Not Safety-Critical

The Services are not professional advice (legal, financial, insurance, or otherwise). Do not use the Services for safety-critical decisions where errors could cause harm.

7.3 Third-Party AI Processing

To provide AI features, Quotely may use third-party AI providers (for example, OpenAI and Google Gemini) to process inputs and generate outputs. Use of these AI features is subject to our Privacy Policy and the Customer Agreement (if applicable).

8) Integrations and Third-Party Services

The Services may interoperate with third-party services (e.g., CRMs, email tools, analytics, payment tools). Your use of third-party services is governed by their terms and policies. Quotely is not responsible for third-party services.

9) Payments (If Applicable to You)

Some features may require payment. If you are paying for Services:

• Fees, billing cycles, and payment terms will be described at purchase or in an Order Form/Customer Agreement.
• You authorize Quotely and/or our payment processors to charge your payment method.
• Taxes may apply and are your responsibility unless stated otherwise.
• Unless required by law, fees are non-refundable once paid, except as expressly stated in a written agreement or refund policy.
• Payment processors and methods may include Stripe, QuickBooks/Intuit tools, e-Transfer, and other methods supported from time to time.

10) Privacy

Our Privacy Policy explains how we collect and use personal information. By using the Services, you consent to the collection and use of information as described in the Privacy Policy.

11) Suspension and Termination

We may suspend or terminate your access to the Services (in whole or part) if:

• You violate these Terms;
• Your use poses a security risk or could harm Quotely, Customers, End-Customers, or others; or
• We are required to do so by law.

Customers may also disable or terminate Authorized User accounts at any time.

12) Intellectual Property

Quotely and its licensors retain all rights, title, and interest in the Services, including software, designs, trademarks (including QUOTELY® and related marks), and underlying technology. Except for the limited license granted in Section 5.1, no rights are granted to you.

13) Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUOTELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Quotely does not warrant that the Services will be uninterrupted, error-free, or that AI outputs will be accurate or suitable for any particular purpose.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• QUOTELY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS/REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.
• QUOTELY'S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES WILL NOT EXCEED (A) THE AMOUNT YOU PAID TO QUOTELY FOR THE SERVICES IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) CAD $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15) Indemnification

You agree to indemnify and hold harmless Quotely and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services;
• Your User Content or Customer Data;
• Your violation of these Terms; or
• Your violation of any law or third-party rights.

16) Dispute Resolution and Governing Law

16.1 Governing Law (Canada)

Except as provided in Section 16.2, these Terms are governed by the laws of Alberta, Canada, without regard to conflict-of-law principles. You agree to the exclusive jurisdiction and venue of the courts located in Calgary, Alberta for disputes not subject to arbitration.

16.2 Arbitration for Certain U.S. Users (Optional Mechanism)

If you are a resident of the United States, Quotely may require that certain disputes be resolved by binding individual arbitration, and not in court, and that you waive participation in class actions, to the extent permitted by applicable law.

If arbitration applies:

• Either party may elect arbitration for covered disputes;
• Arbitration will be conducted on an individual basis;
• Class, collective, and representative actions are waived to the extent permitted; and
• You may opt out of arbitration by emailing support@quoteperfectly.com within 30 days of first accepting these Terms, with subject "Arbitration Opt-Out," including your name and the email associated with your account.

17) Export Controls and Sanctions

You agree to comply with applicable export control and sanctions laws. You represent that you are not located in, or ordinarily resident in, a country or territory subject to comprehensive sanctions that would prohibit access to the Services, and you are not on any restricted-party list.

18) Notices and Electronic Communications

You consent to receive notices and communications electronically (e.g., email, in-app notifications). Communications may include account notices, security updates, and transactional messages.

19) Miscellaneous

• Assignment: You may not assign these Terms without Quotely's consent. Quotely may assign these Terms in connection with a corporate transaction.
• Severability: If a provision is unenforceable, the remainder remains in effect.
• No waiver: Failure to enforce a provision is not a waiver.
• Entire agreement: These Terms, together with any referenced policies (including the Privacy Policy) and any Customer Agreement that applies, constitute the entire agreement regarding your use of the Services.

20) Contact Information

Quotely Labs Inc. (operating as Quotely)
Email: support@quoteperfectly.com
Address: 407 9 Ave SE, Calgary, AB T2G 2K7