Terms of Service

Effective Date: June 2024

SOFTWARE LICENSE AGREEMENT This Software License Agreement (“Agreement”) is entered into by and between Alpine Media Technology, Inc. d/b/a Quiltt (“Company”, “we”, or “us”), and the party accessing the Service (“Customer” or “you”).By accessing the Service or agreeing to an order for the Service with a Reseller, you agree to the terms and conditions set forth in this Agreement. This is a license agreement and not an agreement for sale. Company retains all ownership rights in the Software and you may not load or use the Software in any computer or copy it without a license from Company. You may not use the Software for any purpose other than use in accordance with this Agreement.

‍1.              Definitions.
‍1.1           “Application” means the mobile application and/or digital display created and owned by Company that includes Content.
‍1.2           “Company Site” means the web site(s)located at a unique URL to be provided by Company to Customer where Users may access and use the Service.
‍1.3           “Confidential Information” means the terms and conditions of this Agreement and all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked or identified as confidential or which the receiving party knew or reasonably should have known, under the circumstances, was confidential.
‍1.4           “Content” means the data and content provided by third parties in the course of Customer’s access to, and use of, the Service in accordance with this Agreement.
‍1.5           “Customer Data” means all data and information made available by Customer and its Users via the Service. 1.6           “Documentation” means the specifications and functional requirements published by Company for the Service and provided to Customer in either electronic, online help files or hard copy format. Marketing materials shall not be considered Documentation hereunder.
‍1.7           “Intellectual Property Rights” means any and all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and other proprietary rights, whether registered or unregistered.
‍1.8           “Platform” means the internal platform where Customer can access the Content on the Application.
‍1.9           “Reseller” means the reseller authorized by Company to promote and resell subscriptions to the Service and from whom Customer is purchasing a subscription to the Service under a reseller agreement, whether alone or in conjunction with other products and services.
‍1.10         “Service” means Platform and the Application.
‍1.11         “Software” means Company’s proprietary computer software programs described in Exhibit A, including any updates and new releases thereto, made available to Customer (and its Users) under this Agreement in connection with the Service.
‍1.12         “Users” means: (a) Customer’s employees who are authorized to use the Platform on behalf of Customer and have been supplied user identifications and passwords by Company for this purpose; and (b)Customer’s guests and employees and others who use the Application.

‍2.              Service.
‍2.1           License. Subject to the terms and conditions of this Agreement, Company grants to Customer, during the Term (as defined below), a limited non-exclusive, non-sublicensable, non-transferable right to remotely access and use the Service, solely for the performance of Customer’s internal business purposes in accordance with the Documentation, and the other terms and conditions of this Agreement. For clarity, Customer shall only have the right to use the Application during the term of this Agreement and Company shall own all rights to the Application.
‍2.2           Support and Service Levels. As part of the Service and subject to the terms and conditions of this Agreement, including, without limitation, Customer’s payment of all applicable Fees, Company will use commercially reasonable efforts to (a) ensure that the Services are accessible through the Platform and Application over normal network connections, excepting downtime due to necessary maintenance and troubleshooting; (b) maintain the security of the Service; and (c) provide telephone, e-mail and web-based support services during Company’s regular business hours for Software related questions. Customer is solely responsible for providing, at its own expense, all network access to the Service, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Service. Implementation, consulting and other professional services are not included under this Agreement, but may be provided by Company pursuant to a separate professional services agreement executed by the parties.
‍2.3           Access and Users. Each Platform User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Platform. Customer shall be responsible for ensuring the security and confidentiality of its User IDs. User IDs may not be shared within Customer’s organization. Customer’s access and use of the Platform will be limited to the number of Platform Users for which Customer has paid the applicable Fees. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Company promptly of any such unauthorized use. If Customer wishes to add additional Platform Users, Customer will submit a written request for more Platform Users. Upon Company’s written approval of the terms of any such additional order, Company shall make the Platform available to the additional Platform Users on the terms and conditions set forth in this Agreement.
2.4           Proprietary Rights; Restrictions on Use. The Service, Software and Documentation, any content or materials therein, and in each case all worldwide Intellectual Property Rights therein, and all improvements, enhancements, or derivatives thereto are the exclusive property of Company and its licensors. Customer hereby assigns to Company any rights it may have in the Service, Software and Documentation. All rights in and to the Service and Software not expressly granted to Customer in this Agreement are reserved by Company and its licensors. Customer is responsible for all activities that occur under Customer’s User accounts and will limit access to and use of the Service to authorized Users. Except as expressly permitted in this Agreement or as otherwise authorized by Company in writing, Customer will not, and will not permit any User to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Service to any third party, (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software ; (d) interfere in any manner with the operation of the Service; (e) remove, alter, or obscure any proprietary notices (including copyright notices) of Company or its licensors contained within the Documentation or displayed in connection with the Service(including Software); or (f) otherwise use the Service or the Software except as expressly allowed under this Agreement.
‍2.5           Content. Customer acknowledges that third parties may provide certain Content via the Platform. Company is not the owner or licensor of such Content and disclaims all warranties with regards to the same. Without limiting the foregoing, Company is not responsible for the availability of any Content on the Platform. Access to such Content may be governed by agreements with third party licensors and Customer agrees, and agrees to cause all of its Users to, comply with all terms and conditions of such third party agreements.  
‍2.6           Customer Data. As between the parties, Customer owns all right, title, and interest in the Customer Data. Customer grants to Company the limited, non-sublicensable, transferable right to use the Customer Data as necessary to provide the Service and as otherwise permitted herein.
‍2.7           Customer Indemnity. Customer will defend, indemnify and hold harmless Company and its affiliated companies and each of their respective officers, directors, employees and agents from and against any claims, liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and defense costs) which may be sustained or suffered by any of them arising out of or based upon any Customer Data or Customer’s (and its Users’) access to and use of the Service, or Customer’s breach of its express representations or warranties, except to the extent arising from Company’s breach of this Agreement or Company’s negligence or willful misconduct.
‍2.8           Usage Data. Company collects information and data on how the Services are used by customers (such as, but not limited to, demographic information, search terms used or how customer perform searches and information about the platform and workflow) (the “Usage Data”) and reserves the right to disclose to use, modify, and share such Usage Data in its discretion. Company owns all Usage Data and may use and share in its discretion. In the event any Customer Data is de-identified, Company and its agents, subcontractors and licensors may use and share such de-identified Customer Data without restriction in accordance with applicable laws.
‍2.9           Advertisements. The parties intend that the Application will display both Content and third party advertisements (“System Ads”) to Users. System Ads will be displayed in the “sponsorship” section of the Application, or in such other section as agreed by the parties. Company is responsible for all System Ads in its sole discretion, although Customer can request certain System Ads as well. Company may place, modify, or remove System Ads at any time in its discretion. Company shall have final approval over any advertiser, and any content of any System Ad. Customer may not disable, modify, or obscure any System Ads. Company shall retain all revenue arising out the System Ads without an accounting to Customer.

‍3.              Fees. Customer will pay Reseller all fees as set forth in the agreement with Reseller for Customer’s access to and use of the Service. Customer’s access to the Service may be suspended if Customer is late in making any payment to Reseller or if Reseller fails to make payments to Company, regardless of whether Customer has paid all amounts due. Customer’s payment obligations shall continue to accrue during any such period of suspension.

‍4.              Warranty; Disclaimers.
‍4.1           Performance. During the Term, Company warrants that the Service, when used as permitted by Company and in accordance with the instructions in the Documentation, will operate as described in the Documentation in all material respects. Company does not warrant Customer’s use of the Service will be error-free or uninterrupted. Company will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, correct any reproducible error in the Service reported to Company by Customer in writing during the Term.
4.2           Customer Warranties. Customer represents and warrants that: (a) it has all rights necessary to provide Company with, and to authorize Company to use, the Customer Content;(b) the Customer Content complies with all applicable laws and does not infringe or misappropriate any third party rights, including without limitation any intellectual property rights; (c) the Customer Content is accurate, complete, and not misleading; (d) it is solely responsible for creating terms of service for the Application, and shall ensure that it collects, uses, and shares all user information collected through the Application in accordance with all applicable laws; (e) no Customer Content shall contain any viruses, trap doors, time bombs, trojan horse, or other disabling or malicious code; (f)no Customer Content will contain any sensitive information, such as social security or credit card numbers, health information, genetic information, financial information, or information about people under the age of 13; and (g)no Customer Content will contain abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar or malicious content.
‍4.3           Disclaimers. THE EXPRESS WARRANTIES INSECTION 4.1 ARE IN LIEU OF, AND COMPANY HEREBY DISCLAIMS, ALL OTHERWARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SOFTWARE AND THE SERVICE,INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING ORCOURSE OF PERFORMANCE. EXCEPT FOR THE EXPRESS WARRANTIES STATED INSECTION 4.1, ACCESS TO THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS. COMPANY DOES NOT MAKE ANY WARRANTIES THAT THE SERVICEWILL PROVIDE ANY PARTICULAR RESULTS OR DATA SETS. ALL USE OF THE DATA RESULTINGFROM THE SERVICE IS WITHOUT WARRANTY AND AT CUSTOMER’S SOLE RISK.

‍5.              Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANYCONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDINGANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVENIF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTALCUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR THESOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTOF FEES PAID TO COMPANY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDINGTHE EVENTS GIVING RISE TO SUCH LIABILITY.

‍6.              Confidentiality.
‍6.1           Protection. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
6.2           Exceptions. The Receiving Party’s obligations under Section 6.1 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party;(b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
‍6.3           Return of Information. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or upon the expiration or termination of this Agreement; provided, however, the Receiving Party may retain one (1)archival copy for record retention purposes and compliance with applicable law. Upon the request of the Disclosing Party, the Receiving Party will certify in a writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 6.3.
6.4           Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section 6 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 6 by the other party or any of its employees or agents.

‍7.              Intellectual Property Indemnification. Company will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Service (including the Software) infringes any U.S. patents or any copyrights or misappropriates any trade secrets of a third party, and Company will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim orthose costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer (a) notifying Company promptly in writing of such action, (b) giving Company sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Company’s request and expense, assisting in such defense. If the Service(including the Software) becomes, or in Company’s opinion is likely to become, the subject of an infringement claim, Company may, at its option and expense, either (i) procure for Customer the right to continue using the Service, (ii)replace or modify the Service so that it becomes non-infringing, or (iii)terminate this Agreement upon written notice to Customer and refund Customer any pre-paid but unused Fees. Notwithstanding the foregoing, Company will have no obligation under this Section 7 or otherwise with respect to any infringement claim based upon (A) any use of the Service (including the Software) not in accordance with this Agreement or the Documentation or for purposes not intended by Company, (B) any use of the Service (including the Software) in combination with other products, equipment or software not intended by Company to be used with the Service (including the Software), (C) any Customer Content, or (D) any modification of the Service (including the Software) by any person other than Company or its authorized agents or subcontractors. THIS SECTION 7STATES COMPANY’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FORINFRINGEMENT CLAIMS AND ACTIONS.

8.              Term; Termination. This Agreement shall expire upon the expiration of the end date set forth in the applicable order form for Customer’s license to the Services. A party may terminate this Agreement for cause upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within 30 days after the breaching party’s receipt of written notice from the non-breaching party. In addition the foregoing, Company may suspend or terminate Customer’s use of the Service if Customer fails to pay the fees to Reseller for such Service or if the Reseller fails to pay to Company all fees due for Customer’s access to the Service. Upon the termination or expiration of this Agreement for any reason, except as otherwise expressly set forth hereunder, all rights to access and use the Service shall automatically terminate as of the termination date, and Customer shall cease all use of the Service. Customer shall pay all fees owed to the Reseller prior to the effective date of termination or expiration. The respective rights and obligations of the parties to this Agreement shall survive the termination, expiration or cancellation of this Agreement, regardless of the reasons for such termination, expiration or cancellation, if they should by law or by their nature ordinarily be deemed to survive.

‍9.              General
‍9.1           Assignment. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including the license rights granted to Customer to access the Service) to any third party without Company’s prior written consent, which consent shall not be unreasonably withheld or delayed.
9.2           Relationship of Parties. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.
9.3           Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations here under for any cause which is beyond the reasonable control of such party.
9.4           Notices. All notices, consents, and approvals under this Agreement must be delivered inwriting by courier or internationally recognized overnight delivery service, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the first page of this Agreement, and will be effective upon receipt or when delivery is refused. Either party may change its address by giving notice of the new address to the other party. Notwithstanding, Company may provide effective notice to Customer at the email address Customer used to signup for the Services.
9.5           Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of Colorado, without reference to its choice of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Denver, Colorado, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.
9.6           Remedies. Except as provided in Sections 4.1 and 7, the parties’ rights and remedies under this Agreement are cumulative. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
9.7           Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.8           Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9.9           Publicity. Customer hereby grants to Company the limited right to use Customer’s name and marks in marketing and publicity materials listing Customer as a customer of Company. Customer shall not release any reports, make any press releases, or otherwise make any public disclosures mentioning Company or the Service without Company’s prior written consent in each instance, such consent not to be unreasonably withheld.
9.10         Construction. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
9.11         Entire Agreement. This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties regarding the subject matter here of and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral regarding such subject matter. This Agreement may be amended only by a written document signed by both parties. Notwithstanding the foregoing, Company may notify Customer changes to the Agreement and such changes shall be effective (and this Agreement shall be automatically amended to incorporate those changes without action by the parties) 30 days after Customer’s receipt of such notice.