Effective date: October 1, 2025

Welcome to Quinn. Please read on to learn the rules and restrictions that govern your use of our website(s), platform, products, services and applications (the "Services").

These Terms of Service (the "Terms") are a binding contract between you and Kaizen Labs Inc. d/b/a Quinn ("Quinn," "we" and "us").

If you are currently an authorized employee of a Quinn customer ("Customer") that has a membership or subscription for the Services that is in effect pursuant to an Order Form or Master Services Agreement entered into between Quinn and Customer (the "Customer Agreement"), you may access certain parts of the Services solely and exclusively for Customer's internal business purposes.

You will only use the Services for Customer's internal business purposes, or for any other lawful business purpose authorized by Quinn, and only in a manner that complies with all laws that apply to you.

## Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://meetquinn.ai, send you an email, and/or notify you by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Notwithstanding the foregoing, for Customers under an executed Master Services Agreement or Order Form, material changes to these Terms shall not apply to such Customer until the next renewal term of the applicable subscription, unless Customer agrees in writing.

## What about my privacy?

Quinn takes the privacy of its users very seriously. For the current Quinn Privacy Policy, please [click here](https://meetquinn.ai/privacy-policy).

## What does Quinn do with my data?

Quinn is committed to handling Customer Data responsibly and using it only to provide, operate, secure, and improve the Services. For purposes of these Terms, "Customer Data" means content, files, prompts, inputs, and outputs submitted to or generated through the Services by or on behalf of Customer.

1. **No Cross-Customer Use; No Foundation Model Training.** Quinn does not use one Customer's Customer Data to deliver Services to any other Customer, and does not use Customer Data to train, fine-tune, or improve any general-purpose or foundation machine learning model.

2. **Customer-Scoped Personalization.** To deliver Services tailored to a Customer, Quinn may incorporate that Customer's Customer Data into Customer-specific context (such as organization-level facts, knowledge base content, and retrieval indices) that is used solely to generate outputs for that Customer.

3. **Third-Party Model Providers.** Quinn uses third-party machine learning model providers to deliver the Services. Quinn submits Customer Data to these providers only under agreements or product configurations that prohibit those providers from using Customer Data to train or improve their models.

4. **Service Operation, Evaluation, and Improvement.** Quinn uses operational telemetry — including request and response traces, user feedback signals, error logs, and aggregated usage metrics — to operate, secure, debug, evaluate, and improve the Services. This telemetry necessarily includes Customer Data passing through the Services, and is processed by Quinn and a limited number of observability and evaluation sub-processors. Quinn does not use this telemetry to train general-purpose machine learning models, and does not share it for any purpose other than operating and improving the Services.

5. **No Sale; No Advertising.** Quinn does not sell, rent, or license Customer Data to any third party. Quinn does not use Customer Data for advertising, including interest-based or behavioral advertising, and does not share Customer Data with advertising or marketing partners.

6. **No Other Sharing.** Quinn discloses Customer Data only (a) to sub-processors as necessary to provide and improve the Services as described above; (b) as required by law or valid legal process, in which case Quinn will, where legally permitted, give Customer prompt notice so Customer may seek a protective order; or (c) with Customer's prior written consent.

7. **Limited Internal Access.** Quinn personnel access Customer Data only as needed to provide, secure, troubleshoot, maintain, evaluate, or improve the Services, and only under written confidentiality obligations.

8. **Customer Ownership.** Customer retains all right, title, and interest in Customer Data. Quinn's rights with respect to Customer Data are limited to the rights expressly granted in these Terms.

9. **Aggregated, De-identified Data.** Quinn may generate aggregated, anonymized statistical data that does not identify Customer or any individual, and may use such data to operate, secure, and improve the Services. Such data shall not be considered Customer Data.

10. **Deletion on Request.** Upon Customer's written request following termination or expiration of Customer's subscription, Quinn will delete or return Customer Data within thirty (30) days of receiving the request, except for (a) backup copies retained in the ordinary course of business and deleted on a rolling basis, and (b) any data Quinn is required to retain by applicable law.

## What are the basics of using Quinn?

Although you may be able to visit the website without creating an account, you will not be able to access or use any other aspect of the Services without creating an account. You must create an account, select a password and user name ("Quinn User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission. When using our Services or using your Quinn User ID, you represent and warrant that you are an individual of legal age of at least eighteen (18) years old.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third Party Account"), such as those offered by Google, Slack, and Microsoft.

You will not share your Quinn User ID, account or password with anyone, and you must protect the security of your Quinn User ID, account, password and any other access tools or credentials. You're responsible for any activity associated with your Quinn User ID and account.

## What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Quinn sends you (for example, via email or Slack). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.

## Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission, to the Services, or otherwise use or interact with the Services, in a manner that:

- infringes or violates the intellectual property rights or any other rights of anyone else (including Quinn);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Quinn;
- is fraudulent, deceptive, defamatory, or harassing, or generates content that is illegal, that exploits minors, or that depicts unlawful acts or extreme violence;
- jeopardizes the security of your Quinn User ID, password, account or anyone else's (such as allowing someone else to log in to the Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- circumvents access controls, rate limits, or security measures of the Services, or runs automated processes that interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
- "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services, including by attempting to extract, derive, or reconstruct the underlying models, training data, weights, or system prompts used by the Services.

In addition, you represent, warrant, and agree that you will not access or use the Services for the purpose of building, training, or improving any product or service that is substantially similar to, or competitive with, the Services.

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

## Ownership of Customer Content

As between you and Quinn, you retain all right, title, and interest in and to any content, data, files, or materials you submit or upload to the Services that are not publicly available at the time of submission ("Customer Content"). Company does not claim any ownership rights in Customer Content and will access and process Customer Content solely to provide, maintain, secure, and support the Services for you, and for no other purpose. Quinn acquires no rights in Customer Content except for a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to host, store, and process Customer Content as necessary to deliver the Services to you. This license terminates automatically upon termination or expiration of the applicable subscription, subject to the deletion and return obligations set forth in "What does Quinn do with my data?" above.

## What are my rights in the Services?

The materials displayed or performed or available on or through the Services (collectively, the "Content") are protected by copyright, privacy and/or other intellectual property laws. Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content solely for purposes of using the Services. You understand and agree that Quinn owns the Services and all intellectual property rights in the Services.

### User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission." You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide or make available through the Services any User Submissions that:

- infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
- contain sexually explicit content or pornography;
- contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group;
- exploit minors;
- depict unlawful acts or extreme violence;
- promote fraudulent schemes or other unlawful activities.

### Licenses

All rights and obligations relating to User Submissions provided by or on behalf of Customer are governed by the "Ownership of Customer Content" section and "What does Quinn do with my data?" section above. Quinn does not claim any license to use User Submissions for marketing, training of any machine learning model, redistribution, or any other purpose beyond service delivery to Customer.

You understand and agree that Quinn, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

## Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

By using the Services, we may use your name, likeness, or brand in Quinn's marketing and promotional efforts, including but not limited to our website, social media accounts, and other public communications.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Quinn. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Quinn is not responsible for such risks.

## Will Quinn ever change the Services?

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll provide commercially reasonable advance notice when we make a material adverse change to the Services to Customers under an active subscription.

## What if I want to stop using the Services?

You're free to do that at any time by contacting us at [support@meetquinn.ai](mailto:support@meetquinn.ai); please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Quinn is also free to terminate (or suspend access to) your use of the Services or your account (a) for material breach of these Terms that remains uncured for thirty (30) days following written notice, or (b) immediately for non-payment, security violations, violations of the use restrictions set forth above, or where required by law.

Account termination may result in destruction of any Content associated with your account, subject to the deletion and return obligations set forth in "What does Quinn do with my data?" above, so keep that in mind before you decide to terminate your account. Quinn will provide written notice prior to any termination other than for the immediate-termination grounds set forth above.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, the "What does Quinn do with my data?" section, and terms regarding disputes between us, including without limitation the arbitration agreement.

## Agreement to Receive Text Messages

By providing your mobile number, you agree that Quinn may send you periodic SMS or MMS messages containing but not limited to important information, updates, deals, and specials.

- You will receive up to 4 messages per month.
- You may unsubscribe at any time by texting the word STOP to the (201) 502-2669. You may receive a subsequent message confirming your opt-out request.
- For help, send the word HELP to (201) 502-2669.
- Message and data rates may apply.
- United States Participating Carriers Include AT&T, T-Mobile®, Verizon Wireless, Sprint, Boost, U.S. Cellular®, MetroPCS®, InterOp, Cellcom, C Spire Wireless, Cricket, Virgin Mobile and others.
- T-Mobile is not liable for delayed or undelivered messages.
- You agree to notify us of any changes to your mobile number and update your account with us to reflect this change.
- Data obtained from you in connection with this SMS service may include your cell phone number, your carrier's name, and the date, time and content of your messages, as well as other information that you provide. We may use this information to contact you and to provide the services you request from us.
- By subscribing or otherwise using the service, you acknowledge and agree that we will have the right to change and/or terminate the service at any time, with or without cause and/or advance notice.
- If you have any questions please contact Quinn at [info@meetquinn.ai](mailto:info@meetquinn.ai).

## Will I be charged for the text messages I receive?

Though Quinn will never charge you for the text messages you receive, depending on your phone plan, you may see some charges from your mobile provider. Please reach out to your wireless provider if you have questions about your text or data plan.

## Auto-Renewal of Subscriptions and Agreements

Unless otherwise expressly stated in an applicable Order Form, Master Services Agreement, or other written agreement between you (or Customer) and Quinn:

- **Automatic Renewal.** Subscription plans and service agreements automatically renew for successive periods equal to the initial term (or one year, whichever is shorter), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
- **Notice of Non-Renewal.** To prevent automatic renewal, you may provide written notice to Quinn at [support@meetquinn.ai](mailto:support@meetquinn.ai) at least thirty (30) days before the renewal date. Quinn will provide you the same written notice if Quinn elects not to renew.
- **Pricing at Renewal.** Renewal occurs at the then-current pricing. Quinn will not change your subscription pricing without giving you notice at least thirty (30) days before the renewal date. If Quinn notifies you of a price change, you may elect not to renew by providing written notice to [support@meetquinn.ai](mailto:support@meetquinn.ai) at any time before the renewal date and you will not be charged the increased fees. If you do not provide such notice and the subscription renews, the updated pricing applies for the renewal term.

## Fees and Payment

- **Subscription Plans and Billing:** Access to Quinn may require payment of a subscription or usage-based fee, as described on our pricing page or in your agreement with us. All fees are quoted in U.S. dollars unless otherwise specified.
- **Payment Method and Authorization:** You agree to provide accurate and complete billing information, including a valid payment method.
- **Free Trials and Promotions:** We may offer free trials or promotional pricing from time to time. At the end of a free trial, unless canceled, you will be automatically enrolled in a paid plan and charged accordingly.
- **Late Payments and Disputes:** If any fees are not paid when due, we may suspend or terminate your access to the Services. If you believe a billing error has occurred, please notify us in writing within thirty (30) days of the charge.
- **Changes to Fees:** Pricing for Your Current Term. Your subscription fees are fixed for your current term and won't go up mid-term. Renewal pricing is covered in "Auto-Renewal of Subscriptions and Agreements" above.
- **No Refunds:** All fees are non-refundable except as required by law or explicitly stated in a written agreement with us.
- **Custom Plans and Invoicing:** Certain enterprise or custom plans may be invoiced separately and subject to additional terms.
- **Usage-Based Billing:** Some services may be billed based on usage metrics (e.g., number of learners, course completions, storage used). Usage will be tracked by the Services and billed in accordance with the pricing terms presented at the time of purchase or in a signed agreement.

## Warranty Disclaimer

Quinn for itself and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents (collectively, the "Quinn Parties") make no representations or warranties concerning the Services. THE SERVICES AND CONTENT ARE PROVIDED BY QUINN ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

## Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE QUINN PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR:

(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION,

(B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY,

(C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO QUINN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM,

(D) ANY MATTER BEYOND OUR REASONABLE CONTROL.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM: (i) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (ii) BREACH OF CONFIDENTIALITY OR OF THE "WHAT DOES QUINN DO WITH MY DATA?" SECTION ABOVE; (iii) CUSTOMER'S PAYMENT OBLIGATIONS; OR (iv) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

## Indemnity

To the fullest extent allowable by applicable law, you agree to indemnify and hold the Quinn Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

## Assignment

Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent (which shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, either party may assign these Terms without the other party's consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms. Any purported assignment in violation of this section is void.

## Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

## Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Quinn and limits the manner in which you can seek relief from Quinn. Both you and Quinn acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Quinn's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

**(a) Arbitration Rules; Applicability of Arbitration Agreement.** The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

**(b) Costs of Arbitration.** The Rules will govern payment of all arbitration fees. Quinn will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Quinn will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

**(d) Waiver of Jury Trial.** YOU AND QUINN WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Quinn are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Quinn over whether to vacate or enforce an arbitration award, YOU AND QUINN WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

**(e) Waiver of Class or Consolidated Actions.** ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Quinn is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

**(f) Opt-out.** You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 345 7th Avenue, 6th Floor, New York, NY 10001 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

**(g) Exclusive Venue.** If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Quinn to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing Arbitration Agreement will not apply to either party, and both you and Quinn agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, New York, or the federal district in which that county falls.

**(h) Severability.** If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This Arbitration Agreement will survive the termination of your relationship with Quinn.

## Miscellaneous

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect. You and Quinn agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Quinn.