Terms of Service

Effective Date: May 30, 2026 · Last Updated: May 30, 2026

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between Quick Organics, Inc., a Delaware corporation (“Quick Organics,” “we,” “us,” or “our”), and the individual or entity (“Customer,” “you,” or “your”) accessing or using the Quick Organics platform and services available at www.quickorganics.com (the “Service”). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

The Service is an online Organics Certification Assistant that includes an electronic Organic System Plan (“OSP”), a digital filing cabinet, and an activity tracking tool, designed to assist farmers and operations across the agricultural and food chain in obtaining and maintaining organic certification.

Personal information is processed in accordance with our Privacy Policy at www.quickorganics.com/privacy, which is incorporated by reference into these Terms.

1.1Description of Service.

Quick Organics provides a cloud-based software-as-a-service platform (the “Service”) that assists Customers with organic certification processes. The Service includes, without limitation: (a) an electronic Organic System Plan (“OSP”) builder and management tool; (b) a digital filing cabinet for storing and organizing certification-related documents; and (c) an activity tracking tool for monitoring compliance activities, input applications, and field operations. The Service is designed to support Customers in preparing, maintaining, and managing documentation required for organic certification under the USDA National Organic Program (“NOP”) and other applicable organic standards.

1.2Eligibility.

The Service is available to individuals who are at least eighteen (18) years of age and to entities that are duly organized and validly existing under applicable law. By registering for or using the Service, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity and authority to enter into this Agreement; (c) if you are registering on behalf of an entity, you are authorized to bind that entity to these Terms; and (d) your use of the Service will comply with all applicable federal, state, and local laws and regulations.

1.3Access and Fees.

(a) Subscription Plans. Access to the Service is provided on a subscription basis. The specific features, storage limits, and capabilities available to Customer depend on the subscription plan selected at the time of registration or as subsequently modified. Subscription plans and corresponding fees (“Subscription Fees”) are described on the Quick Organics pricing page at www.quickorganics.com/pricing.

(b) Payment. Customer shall pay all Subscription Fees in advance in accordance with the billing cycle selected at registration (monthly or annually). All fees are quoted and payable in U.S. dollars. Payments are processed through a third-party payment processor, and Customer agrees to comply with all applicable terms and conditions of such processor.

(c) Taxes. All Subscription Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, and other taxes, levies, and duties arising from Customer’s use of the Service, excluding taxes based on Quick Organics’ net income.

(d) Late Payments. Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such payment was due until the date paid.

(e) Fee Changes. Quick Organics reserves the right to modify Subscription Fees upon at least thirty (30) days’ prior written notice to Customer. Fee changes will take effect at the start of the next billing cycle following the notice period.

1.4Registration.

To access the Service, Customer must create an account by providing accurate, current, and complete registration information, including a valid email address, Customer’s legal name (or entity name), and such other information as Quick Organics may reasonably require. Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) all activities that occur under Customer’s account; and (c) promptly notifying Quick Organics at support@quickorganics.com of any unauthorized use of Customer’s account or any other breach of security. Quick Organics will not be liable for any loss or damage arising from Customer’s failure to maintain the security of account credentials.

Multi-Account Operations. A single farm operation may have multiple Quick Organics accounts, including a primary producer account, employee accounts, and farm-side contact accounts. Each account is created and accepted in the name of the individual account holder, and each account holder accepts these Terms and the Privacy Policy in their own right. The primary producer account holder is responsible for designating the role and access scope of each additional account within the operation; Quick Organics enforces role-based access controls at the platform level. Each account holder has independent privacy rights with respect to Personal Information pertaining to them.

1.5License to Customer Content.

(a) Customer Ownership. As between Quick Organics and Customer, Customer retains all right, title, and interest in and to all data, documents, information, text, images, and other materials that Customer uploads, submits, stores, or transmits through the Service (“Customer Content”). Nothing in these Terms shall be construed to transfer ownership of Customer Content from Customer to Quick Organics.

(b) License Grant. Customer hereby grants to Quick Organics a non-exclusive, worldwide, royalty-free, sublicensable (solely to Quick Organics’ service providers and subprocessors), and transferable license to use, reproduce, modify, display, distribute, and otherwise process Customer Content solely to the extent necessary to: (i) provide, maintain, and improve the Service; (ii) generate Resultant Data as described in Section 2.7; (iii) comply with applicable law or respond to valid legal process; and (iv) as otherwise expressly permitted under these Terms.

(c) Responsibility for Content. Customer is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Content. Quick Organics does not pre-screen, monitor, or edit Customer Content, and Customer acknowledges that Quick Organics has no obligation to do so.

1.6Restrictions.

(a) General Restrictions. Customer shall not, and shall not permit any third party to: (a) license, sublicense, sell, resell, transfer, assign, or distribute the Service or any component thereof; (b) modify, adapt, or create derivative works based on the Service; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Service; (d) access the Service for the purpose of building a competitive product or service, or for benchmarking or competitive analysis; (e) use the Service in a manner that violates any applicable law, regulation, or third-party right; (f) use the Service to transmit any viruses, malware, or other harmful code; (g) interfere with or disrupt the integrity, performance, or security of the Service or any related systems or networks; (h) attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service; (i) use any automated means, including bots, scrapers, or crawlers, to access or use the Service except through APIs expressly provided by Quick Organics; or (j) remove, alter, or obscure any proprietary notices, labels, or marks on the Service.

(b) Acceptable Use. Customer shall not provide any Customer Content or use the Service in a manner that:

• (i) is unlawful, illegal, or unauthorized;
• (ii) is defamatory of any other person;
• (iii) is obscene, sexually explicit, or offensive;
• (iv) advertises or promotes any other product or business without Quick Organics’ prior written permission;
• (v) is false or misleading;
• (vi) violates the privacy or publicity rights of any other person;
• (vii) promotes or involves the use of alcohol, tobacco, weapons, gambling, or prescription drugs in a manner unrelated to Customer’s organic farming operation;
• (viii) is likely to harass, upset, embarrass, alarm, or annoy any other person;
• (ix) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• (x) infringes any copyright, trademark, trade secret, or other proprietary right of any other person; or
• (xi) advocates, promotes, or assists any act of violence or any unlawful act.

Quick Organics reserves the right, without notice (but without obligation), to modify or remove any Customer Content that violates this Section 1.6(b), or to suspend or terminate Customer’s access to the Service for any such violation.

1.7Feedback.

If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Customer hereby assigns to Quick Organics all right, title, and interest in and to such Feedback. Quick Organics may use, reproduce, modify, distribute, and otherwise exploit Feedback for any purpose without restriction, attribution, or compensation to Customer. Customer acknowledges that Quick Organics may have developed or received from third parties ideas or suggestions similar to Customer’s Feedback, and Customer waives any claims arising from Quick Organics’ use of similar or identical Feedback.

1.8Changes to Service.

Quick Organics reserves the right to modify, update, or discontinue any aspect of the Service at any time, with or without notice. Quick Organics will use commercially reasonable efforts to provide at least thirty (30) days’ prior notice of any material changes to the Service that would materially reduce its core functionality. In the event Quick Organics discontinues the Service in its entirety, Quick Organics will provide Customer with at least sixty (60) days’ prior notice and a reasonable opportunity to export Customer Content.

1.9Ownership.

(a) Quick Organics IP. Quick Organics and its licensors own and retain all right, title, and interest in and to the Service, including all software, technology, algorithms, user interfaces, designs, documentation, trade secrets, know-how, and all intellectual property rights therein (collectively, “Quick Organics IP”). Except for the limited rights expressly granted to Customer under these Terms, no rights or licenses are granted to Customer by implication, estoppel, or otherwise.

(b) Trademarks. “Quick Organics,” the Quick Organics logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Quick Organics or its affiliates. Customer may not use such marks without Quick Organics’ prior written consent.

2.1Definition.

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) with respect to Quick Organics, the Service, Quick Organics IP, business plans, technical data, product plans, pricing, and financial information; and (b) with respect to Customer, Customer Content, business operations data, organic certification records, and financial information.

2.2Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure without restriction on use or disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

2.3Obligations.

The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose the Disclosing Party’s Confidential Information to any third party except as expressly permitted under this Agreement and the Privacy Policy; (c) use the Disclosing Party’s Confidential Information only for the purpose of exercising its rights or performing its obligations under this Agreement; and (d) protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

2.4Permitted Disclosures.

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and agents who: (a) have a need to know such information for purposes consistent with this Agreement; and (b) are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Section 2 by any such persons.

2.5Compelled Disclosure.

If the Receiving Party is compelled by applicable law, regulation, or valid legal process to disclose Confidential Information of the Disclosing Party, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice of such requirement, to the extent legally permitted, so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) disclose only that portion of the Confidential Information that is legally required to be disclosed; and (c) use commercially reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment.

2.6Return or Destruction.

Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, and certify such return or destruction in writing upon request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information: (a) to the extent required by applicable law or regulation; (b) in automated backup or archival systems, provided that such retained copies remain subject to the confidentiality obligations of this Agreement; and (c) as Resultant Data, subject to Section 2.7.

2.7Resultant Data.

(a) Definition. “Resultant Data” means data derived from Customer Content that has been aggregated with data from other Customers and de-identified such that it does not identify, and cannot reasonably be used to identify, any individual Customer, operation, or natural person. Resultant Data includes, without limitation, aggregated usage statistics, benchmarking data, industry trends, analytics, and Deidentified Information used to train artificial intelligence and machine learning models.

(b) License. Customer acknowledges and agrees that Quick Organics may use, reproduce, distribute, display, and create derivative works from Resultant Data in aggregate or de-identified form for any lawful purpose, including product improvement, research, analytics, benchmarking, AI/ML model training, and marketing, without restriction, attribution, or compensation to Customer.

(c) Deidentification Standard. Quick Organics publishes a written Deidentification Standard at quickorganics.com/deidentification that includes technical and organizational measures to prevent re-identification, a public commitment not to attempt re-identification, and contractual obligations on downstream recipients to the same effect, consistent with Cal. Civ. Code Section 1798.140(m) and applicable law. The Deidentification Standard is incorporated by reference into this Agreement.

3.1Quick Organics Warranties.

Quick Organics represents and warrants that: (a) it has the legal right and authority to enter into this Agreement and to provide the Service; (b) the Service will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; (c) the Service will perform materially in accordance with any documentation provided by Quick Organics; and (d) to its knowledge, the Service does not infringe any third party’s intellectual property rights.

3.2Customer Warranties.

Customer represents and warrants that:

(a) Customer has the legal right and authority to enter into this Agreement;

(b) Customer Content does not violate any applicable law, regulation, or third-party right, including any intellectual property right or right of privacy or publicity;

(c) Customer has all rights necessary to grant the licenses set forth in these Terms with respect to Customer Content;

(d) Customer will use the Service in compliance with all applicable laws and regulations, including the USDA National Organic Program regulations and any applicable state organic certification requirements;

(e) Customer has obtained all consents, permissions, and authorizations required under applicable law from any third parties whose personal information is included in Customer Content and who do not themselves hold an active Quick Organics account, for Quick Organics to process such information in connection with the Service. For Personal Information pertaining to individuals who do hold an active Quick Organics account in their own name (including but not limited to farm employees, farm-side contacts, and associated personnel), each such individual’s own privacy consents govern Quick Organics’ use of their Personal Information; and

(f) No EU/UK/EEA Data Subjects. Customer represents and warrants that Customer Content does not include Personal Information of any individual who is, at the time of the Personal Information’s inclusion in the Service, a resident of the European Economic Area, the United Kingdom, or Switzerland. If Customer is uncertain whether any Personal Information is in scope of the General Data Protection Regulation (Regulation (EU) 2016/679) or the United Kingdom General Data Protection Regulation, Customer shall contact Quick Organics before submitting such Personal Information to the Service.

3.3Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 3.1 AND 3.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” QUICK ORGANICS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, QUICK ORGANICS MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. QUICK ORGANICS DOES NOT PROVIDE LEGAL, REGULATORY, OR CERTIFICATION ADVICE, AND THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL CONSULTATION WITH A QUALIFIED ORGANIC CERTIFICATION AGENT, ATTORNEY, OR OTHER ADVISOR. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A TOOL TO ASSIST WITH ORGANIC CERTIFICATION PROCESSES AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE ORGANIC STANDARDS AND REGULATIONS.

4.1Mutual Indemnification.

(a) By Customer. Customer shall indemnify, defend, and hold harmless Quick Organics and its officers, directors, employees, agents, successors, and assigns (collectively, “Quick Organics Indemnitees”) from and against any and all claims, demands, lawsuits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to: (i) Customer’s breach of any representation, warranty, or obligation under these Terms; (ii) Customer Content, including any claim that Customer Content infringes or misappropriates any third-party right; (iii) Customer’s use of the Service in violation of applicable law; (iv) Customer’s negligence or willful misconduct; or (v) any claim by a third party (including any farm employee, contractor, partner, supplier, or other associated individual whose personal information is included in Customer Content but who does not hold a Quick Organics account) arising from Customer’s failure to obtain required consents or provide required notices under Section 3.2(e), or arising from Customer’s breach of the EU/UK/EEA exclusion warranty under Section 3.2(f).

(b) By Quick Organics. Quick Organics shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (collectively, “Customer Indemnitees”) from and against any Losses arising out of or relating to: (i) a claim that the Service, as provided by Quick Organics and used by Customer in accordance with these Terms, infringes or misappropriates any third-party intellectual property right; or (ii) Quick Organics’ gross negligence or willful misconduct. If the Service becomes, or in Quick Organics’ reasonable opinion is likely to become, the subject of an infringement claim, Quick Organics may, at its option and expense: (A) procure for Customer the right to continue using the Service; (B) modify the Service to make it non-infringing; or (C) if neither (A) nor (B) is commercially practicable, terminate Customer’s access to the affected portions of the Service and refund any prepaid Subscription Fees for the unused portion of the then-current subscription term.

(c) Indemnification Procedure. The party seeking indemnification (“Indemnified Party”) shall: (i) provide prompt written notice to the other party (“Indemnifying Party”) of any claim for which indemnification is sought; (ii) grant the Indemnifying Party sole control of the defense and settlement of such claim; and (iii) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of any such claim at its own expense. The Indemnifying Party shall not settle any claim in a manner that imposes any obligation on the Indemnified Party or admits fault on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.

5.1Limitation of Liability.

(a) Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF QUICK ORGANICS TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO QUICK ORGANICS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS NOT PAID ANY SUBSCRIPTION FEES, QUICK ORGANICS’ AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

(c) Exceptions. The limitations set forth in this Section 5.1 shall not apply to: (i) either party’s indemnification obligations under Section 4; (ii) Customer’s payment obligations; or (iii) liability arising from a party’s gross negligence or willful misconduct.

Supercap for Confidentiality Breaches. With respect to liability arising from a party’s breach of Section 2 (Confidentiality), the aggregate liability of the breaching party shall not exceed three (3) times the total Subscription Fees actually paid (or, in the case of Quick Organics’ liability, paid to Quick Organics) by Customer to Quick Organics during the twenty-four (24) month period immediately preceding the event giving rise to the claim, or two hundred fifty thousand U.S. dollars ($250,000), whichever is greater. The exclusion of indirect, consequential, and similar damages in Section 5.1(a) continues to apply to confidentiality-related claims.

(d) Basis of the Bargain. Customer acknowledges that Quick Organics has set its prices and entered into this Agreement in reliance upon the limitations of liability set forth herein, and that such limitations form an essential basis of the bargain between the parties.

6.1Term.

This Agreement commences on the date Customer first accesses or uses the Service or creates an account (the “Effective Date”) and continues until terminated in accordance with this Section 6. Each subscription period shall automatically renew for successive periods of the same duration as the initial subscription term, unless Customer cancels at least thirty (30) days prior to the end of the then-current subscription period. Customer affirmatively consents to automatic renewal at the time of registration through a separate, clearly disclosed checkbox or equivalent affirmative action. For subscription terms of one (1) year or longer, Quick Organics will provide Customer with a renewal reminder by email no fewer than fifteen (15) days and no more than forty-five (45) days prior to the renewal date, stating the renewal date, the amount to be charged, and Customer’s cancellation rights. Customer may cancel auto-renewal at any time through the account settings interface, by emailing support@quickorganics.com, or by responding to any renewal reminder email; cancellation will be effective at the end of the then-current paid subscription term.

6.2Termination for Convenience.

Either party may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice to the other party. In the event of termination by Customer for convenience, no refund of prepaid Subscription Fees shall be due, except as otherwise provided in the applicable subscription plan or as required by applicable law.

6.3Termination for Cause.

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; (b) the other party becomes insolvent, files a petition in bankruptcy, or has such a petition filed against it that is not dismissed within sixty (60) days, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for substantially all of its assets; or (c) the other party ceases to do business in the ordinary course. Quick Organics may also suspend or terminate Customer’s access to the Service immediately, without prior notice, if: (i) Customer’s use of the Service poses a security risk to the Service or any third party; (ii) Customer’s use of the Service may adversely impact the Service or the systems or networks of Quick Organics or any third party; (iii) Customer’s use of the Service may subject Quick Organics or any third party to liability; or (iv) Customer is in breach of Section 1.6 (Restrictions).

6.4Survival.

(a) General Survival. The following provisions shall survive any expiration or termination of this Agreement: Section 1.5 (License to Customer Content, solely as provided therein), Section 1.7 (Feedback), Section 1.9 (Ownership), Section 2 (Confidentiality), Section 3.3 (Disclaimer of Warranties), Section 4 (Indemnification), Section 5 (Limitation of Liability), Section 6.4 (Survival), Section 7 (Dispute Resolution), and Section 8 (General Provisions).

(b) Post-Termination Data Retrieval. Upon termination or expiration of this Agreement, Customer shall have thirty (30) days to export Customer Content from the Service through the data export feature. After such thirty (30) day period, Quick Organics may delete Customer Content from its systems, except as required by applicable law or as retained in the form of Resultant Data pursuant to Section 2.7.

7.1Informal Resolution.

Before initiating any formal dispute resolution proceeding, the parties shall first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”) through good-faith negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall use commercially reasonable efforts to resolve the Dispute within thirty (30) days of such notice.

7.2Binding Arbitration.

If the parties are unable to resolve a Dispute through informal negotiation within the thirty (30) day period specified in Section 7.1, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA’s rules. The arbitration may be conducted virtually by videoconference at Customer’s election. For in-person arbitration, the location shall be Wilmington, Delaware, or such other location as the parties may mutually agree. The arbitrator shall apply the substantive law of the State of Delaware without regard to its conflict of laws principles. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Filing Fees. For Customer-initiated arbitration claims with an amount in controversy of twenty-five thousand U.S. dollars ($25,000) or less, Quick Organics will pay the AAA filing fee at the time of filing, provided that this provision shall not apply in the case of any mass arbitration as defined under the AAA Mass Arbitration Rules. In the case of a mass arbitration rule, the AAA Mass Arbitration Rules shall apply.

Mass Action Waiver. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. This mass action waiver does not prevent you or Quick Organics from participating in a mass settlement of claims.

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

7.3Exceptions.

Notwithstanding Section 7.2: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information; (b) either party may bring a claim in small claims court if the claim falls within such court’s jurisdiction; and (c) any Dispute that is not subject to arbitration under applicable law shall be resolved in the state or federal courts located in New Castle County, Delaware. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

8.1Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. For the avoidance of doubt, the parties expressly disclaim the application of California law and the jurisdiction of California state and federal courts, which governed prior versions of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

8.2Entire Agreement.

This Agreement, together with the Privacy Policy and any order forms, addenda, or other documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof.

8.3Amendments.

Quick Organics reserves the right to modify these Terms at any time. Quick Organics will provide Customer with at least thirty (30) days’ prior written notice of any material modification by email, in-app notification, or by posting a revised version on www.quickorganics.com with an updated effective date. Non-material modifications (such as clarifications, typographical corrections, or changes required by law) may take effect immediately upon posting. Customer’s continued use of the Service following the effective date of any material modification constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to any material modification, Customer may terminate this Agreement in accordance with Section 6.2 and, if termination occurs within thirty (30) days of the modification notice, shall be entitled to a pro-rata refund of any prepaid Subscription Fees for the unused portion of the then-current subscription term.

8.4Waiver.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy.

8.5Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

8.6Assignment.

Customer may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Quick Organics. Quick Organics may assign this Agreement, in whole or in part, without Customer’s consent: (a) to an affiliate; or (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

8.7Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested, postage prepaid. Notices to Quick Organics shall be sent to support@quickorganics.com. Notices to Customer shall be sent to the email address associated with Customer’s account.

8.8Force Majeure.

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond the party’s reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authority, fire, floods, strikes, labor disputes, power failures, internet or telecommunications outages, or governmental actions.

8.9Independent Contractors.

The relationship between Quick Organics and Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, agency, or employment relationship between the parties.

8.10Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns.

8.11Export Compliance.

Customer shall comply with all applicable U.S. and foreign export control and trade sanctions laws and regulations in connection with its use of the Service.

8.12Headings; Construction.

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. As used herein, “including” means “including, without limitation.”

8.13Data Processing.

(a) Service Provider Status (California and Equivalent State Laws). With respect to Personal Information collected from California residents and processed by Quick Organics on Customer’s behalf in the course of providing the Service, Quick Organics processes such Personal Information as a “service provider” as defined in Cal. Civ. Code §1798.140(ag), subject to the following restrictions: Quick Organics shall not (i) sell or share such Personal Information; (ii) retain, use, or disclose such Personal Information for any purpose other than the business purposes specified in this Agreement or as otherwise permitted by the CCPA or outside of its business relationship with Customer; (iii) retain, use, or disclose such Personal Information outside of the direct business relationship between Quick Organics and Customer, except as expressly permitted by the CCPA; or (iv) combine Personal Information received from Customer with Personal Information received from other sources, except as permitted under §1798.140(ag)(1)(D). Quick Organics shall comply with all applicable sections of the CCPA, providing the same level of privacy protection as required of businesses by the CCPA and these regulations. Quick Organics shall grant Customer the right to take reasonable and appropriate steps to ensure that Quick Organics uses the Personal Information that it collected on behalf of Customer in a manner consistent with Customer’s obligations under the CCPA. Quick Organics shall notify Customer after it makes a determination that it can no longer meet its obligations under the CCPA. Quick Organics shall grant Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate Quick Organics’ unauthorized use of Personal Information. Quick Organics will also provide reasonable assistance to Customer to comply with consumer requests made pursuant to the CCPA. Quick Organics certifies its understanding of these restrictions and its intent to comply. Equivalent processor/service-provider terms apply under the Colorado Privacy Act, Connecticut Data Privacy Act, Virginia Consumer Data Protection Act, and other applicable state laws.

(b) Data Processing Addendum (GDPR/UK GDPR). Upon request, Quick Organics will enter into a Data Processing Addendum (“DPA”) with Customer where required by applicable data protection law, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), or the Personal Information Protection and Electronic Documents Act (Canada). The DPA shall be provided as a separate agreement and, where executed, shall take precedence over conflicting provisions in these Terms with respect to the processing of personal data. Notwithstanding the foregoing, Quick Organics does not knowingly process Personal Information of EU/UK/EEA-resident data subjects (see Privacy Policy and Customer’s warranty under Section 3.2(f)).

(c) Subprocessors. A current list of Quick Organics’ subprocessors is published at quickorganics.com/subprocessors. Quick Organics will provide Customer with at least thirty (30) days’ advance notice of any new subprocessor with access to Personal Information, by email or in-app notification. Customer may object to a new subprocessor for legitimate reasons related to data protection by providing written notice within fifteen (15) days; if such objection cannot be reasonably resolved, Customer may terminate this Agreement and receive a pro-rata refund of prepaid Subscription Fees for the unused subscription term.

Contact Information

For questions about these Terms of Service, please contact:

Quick Organics, Inc.
Email: support@quickorganics.com
Web: www.quickorganics.com