Terms of Service

1. Acceptance of Terms

1.1 Binding Agreement

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy (incorporated herein by reference). This agreement is effective as of the date you first access the Services or click "I Accept" (the "Effective Date").

1.2 Clickwrap Consent

Your acceptance constitutes a "clickwrap" agreement that is legally enforceable. You represent and warrant that you have the legal capacity to enter into this agreement.

1.3 Institutional Relationship

If you are accessing the Services through an institutional subscription (e.g., as a student, faculty member, or staff at a partner higher education institution), your use is also subject to the Master Subscription Agreement ("MSA") between Quarlo and your institution. In the event of a conflict between these Terms and the MSA, the MSA shall control with respect to institutional rights and obligations.

1.4 Modifications to Terms

We reserve the right to modify these Terms at any time in accordance with Section 14 (Modification of Terms). Your continued use of the Services following notice of changes constitutes acceptance of the modified Terms.

2. Eligibility

2.1 Age Requirement

You must be at least thirteen (13) years of age to use the Services. If you are under eighteen (18) years of age (or the age of majority in your jurisdiction), you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

Community Contributions are restricted to users 18 and older. Because Section 5.2 grants Quarlo a perpetual and irrevocable license in submitted Contributions, and contracts with minors are voidable in many jurisdictions, only users who are at least eighteen (18) years of age (or the age of majority in their jurisdiction) may submit Community Contributions. All other features of the Services remain available to users 13+ subject to the parent/guardian agreement above.

2.2 Access Paths

The Services are available to individuals who access via one of two paths:

• Institutional users: Students, faculty, or staff at a higher education institution with an active subscription agreement with Quarlo, accessing the platform via their institution's learning management system (LTI) or an institutionally provisioned account.
• Individual consumers (B2C): Any individual who signs up directly at quarlo.co and uses the Services independently, including by purchasing credits.

2.3 Valid Email Address

You must register using a valid email address that you control and have ongoing access to. You are responsible for any notifications or communications Quarlo sends to that address.

2.4 Geographic Availability

The Services are primarily intended for users in the United States. The Services may be accessible from other jurisdictions, but Quarlo makes no representation that the Services are appropriate or available for use in any specific location. If you access the Services from outside the United States, you do so on your own initiative and are responsible for complying with all applicable local laws (including consumer protection, data protection, and export laws). For data-protection rights specific to users in the EEA, the United Kingdom, or Switzerland, see Privacy Policy Section 11.

2.5 Compliance with Laws

You are solely responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and institutional policies in your jurisdiction and at your affiliated institution.

3. Account Registration & Security

3.1 Account Creation

To access the Services, you must create an account by providing accurate, current, and complete information, including:

• Your full name
• A valid email address
• A secure password (for direct signup; LTI users are provisioned via their institution)

3.2 Account Accuracy

You agree to maintain and promptly update your account information to keep it accurate, current, and complete. Providing false, misleading, or outdated information may result in immediate termination of your account.

3.3 One Account Per Person

You may create and maintain only one (1) account. Multiple accounts, duplicate accounts, or accounts created to circumvent restrictions are strictly prohibited and will be terminated.

3.4 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials (username and password)
• All activities that occur under your account, whether authorized or unauthorized
• Restricting access to your account and devices

You agree to use a strong, unique password and not to share your credentials with any third party.

3.4.1 No Account Sharing

Your account is for your personal, individual use only. Account sharing is strictly prohibited. You may not:

• Share your login credentials (email, password, or any authentication token) with another person
• Allow another person to access or use your account, whether simultaneously or at different times
• Use another person's account or credentials to access the Services
• Access the Services through shared, pooled, or group credentials

Account sharing undermines the institutional access agreements that make Quarlo available to you at no personal cost. Violations will be handled as follows:

• First violation: Written warning and temporary account suspension
• Second violation: Permanent account termination

Quarlo reserves the right to skip to permanent termination for egregious or widespread abuse (e.g., sharing credentials with multiple people or systematic circumvention of access controls). If you are an institutional user, your affiliated institution's administrator may also be notified of violations.

3.5 Unauthorized Access

You must immediately notify Quarlo at legal@quarlo.co if you suspect or become aware of any unauthorized use of your account, discover any security breach or vulnerability, or lose access to your account or credentials.

3.6 Account Transfers

You may not sell, transfer, assign, or sublicense your account to any other person or entity. Any attempt to do so is void and may result in immediate termination of your account.

4. Acceptable Use Policy

4.1 Prohibited Conduct

You agree not to use the Services to:

4.1.1 Harmful or Illegal Content

• Post, transmit, or share content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable
• Engage in harassment, bullying, stalking, or intimidation of any person
• Advocate, encourage, or depict violence, self-harm, or harm to others

4.1.2 Misinformation and Fraud

• Disseminate false, misleading, or deceptive information
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Submit false information in your profile, resume, or contributions
• Engage in phishing, fraud, or other deceptive practices

4.1.3 Intellectual Property Violations

• Infringe upon or violate the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party
• Upload, post, or share content that you do not have the right to share
• Submit content that is protected by non-disclosure agreements (NDAs), trade secrets, or confidential business information without proper authorization

4.1.4 Technical Abuse

• Attempt to gain unauthorized access to the Services, other user accounts, computer systems, or networks
• Introduce viruses, malware, worms, Trojan horses, or other harmful code
• Interfere with, disrupt, or create an undue burden on the Services or networks
• Use automated scripts, bots, scrapers, or other automated means to access the Services without express written permission
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Circumvent, disable, or interfere with security-related features

4.1.5 Violations of Third-Party Policies

• Violate the terms of service, usage policies, or community guidelines of our third-party service providers
• Use AI-generated content in a manner prohibited by applicable AI provider usage policies

4.2 Enforcement

We reserve the right, but are not obligated, to monitor, review, and moderate user-generated content; remove or refuse to post any content that violates these Terms; suspend or terminate accounts; report illegal activity to law enforcement authorities; and cooperate with legal investigations and court orders.

5. Community Contributions

5.1 Contribution Types

The Services include a community contribution feature that allows users to submit interview questions, interview experiences, company insights, and other career-related content ("Contributions").

5.2 License Grant

5.3 User Representations and Warranties

By submitting a Contribution, you represent and warrant that:

• You are the original creator of the Contribution or have obtained all necessary rights, licenses, consents, and permissions
• Your Contribution does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, publicity rights, or other legal rights
• Your Contribution does not contain confidential information, trade secrets, or information protected by non-disclosure agreements unless you have obtained proper authorization
• Your Contribution is accurate, truthful, and does not contain false or misleading information
• Your Contribution complies with all applicable laws and these Terms

5.4 Anonymization

Quarlo implements technical measures to anonymize Contributions before they are displayed to other users or used in AI-generated outputs. We apply minimum sample size thresholds (k-anonymity) to salary and aggregate statistics to reduce re-identification risk. Individual contributions are displayed anonymously — not linked to your name or account — but you should not include personally identifiable information in the content of your Contributions.

5.5 Content Moderation

Quarlo reserves the right, but is not obligated, to review, approve, reject, or remove any Contribution for any reason, including violations of these Terms, legal requirements, or community standards.

5.6 No Compensation

You acknowledge and agree that you will not receive any financial compensation, royalties, attribution, or other consideration for your Contributions. Contributions are voluntary and made for the benefit of the community.

6. AI-Generated Content

6.1 Nature of AI Services

The Services use artificial intelligence and machine learning technologies, including large language models (LLMs) from third-party providers, to generate interview preparation materials, answer questions, and provide career insights ("AI Outputs").

6.2 No Accuracy Guarantee

6.3 Not Professional Advice

THE SERVICES AND AI OUTPUTS DO NOT CONSTITUTE PROFESSIONAL CAREER COUNSELING, LEGAL ADVICE, FINANCIAL ADVICE, MEDICAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. The Services are educational tools and should be used in conjunction with, not as a replacement for, professional guidance from qualified career counselors, advisors, or other professionals.

6.4 No Guarantee of Success

Quarlo makes no guarantee, representation, or warranty that use of the Services will result in:

• Successful job interviews
• Job offers or employment
• Career advancement
• Admission to educational programs
• Any specific outcome or benefit

6.5 User Assumes All Risk

You acknowledge that you use the Services and rely on AI Outputs entirely at your own risk. You are solely responsible for evaluating the accuracy and suitability of AI Outputs for your purposes, making informed decisions based on multiple sources of information, seeking professional advice when appropriate, and complying with applicable laws and regulations in your use of AI Outputs.

6.6 License to AI Outputs

Subject to these Terms and your compliance therewith, Quarlo grants you a limited, non-exclusive, non-transferable, revocable license to access and use AI Outputs solely for your personal, non-commercial use in connection with interview preparation and career development.

6.7 Restrictions on AI Outputs

You may not:

• Redistribute, republish, sell, sublicense, or otherwise transfer AI Outputs to third parties
• Use AI Outputs to build competing products or services
• Remove, obscure, or alter any proprietary notices or attributions in AI Outputs
• Present AI Outputs as your own original work in academic or professional contexts without proper attribution

6.8 Third-Party AI Providers

The Services integrate with third-party AI providers for language model inference and semantic search capabilities. Your use of AI Outputs is also subject to the usage policies and terms of service of these third-party providers. You agree to comply with all applicable third-party policies.

6.9 Copyright in AI Outputs

In accordance with guidance from the U.S. Copyright Office, AI-generated content may not be eligible for copyright protection. Quarlo makes no claim of copyright ownership in AI Outputs and provides them to you "as is" without any intellectual property warranties.

6.10 Company Identification

The Services provide a confirmation step where you must verify the identified company is correct before generating interview preparation materials. By clicking "This is correct" or proceeding with generation, you represent that you have verified the company identity and accept responsibility for any errors.

7. Intellectual Property

7.1 Quarlo's Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to software, code, algorithms, user interfaces, designs, graphics, trademarks, service marks, logos, proprietary prompts, prompt engineering techniques, RAG pipelines, aggregated data, and documentation are owned by Quarlo, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws (collectively, "Quarlo IP").

7.2 Limited License to Use Services

Subject to these Terms and your compliance therewith, Quarlo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial use in accordance with these Terms. This license does not grant you any rights in Quarlo IP beyond the limited right to use the Services as expressly permitted.

7.3 Restrictions on Quarlo IP

You may not:

• Copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Services or Quarlo IP
• Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or trade secrets
• Remove, obscure, or alter any copyright, trademark, or other proprietary notices
• Use any Quarlo trademarks, logos, or brand elements without prior written consent
• Frame, mirror, or otherwise incorporate any portion of the Services into any other website, application, or service
• Access the Services for purposes of competitive analysis, benchmarking, or building a competing product

7.4 User Intellectual Property

You retain all ownership rights in content that you upload, submit, or provide to the Services, including resumes, cover letters, personal statements, portfolios, Community Contributions (subject to the license grant in Section 5.2), and profile information.

7.5 License Grant from Users

By uploading, submitting, or providing content to the Services (other than Contributions, which are governed by Section 5), you grant Quarlo a limited, non-exclusive, royalty-free, worldwide license to store, process, and transmit your content as necessary to provide the Services; use your content as input to AI models to generate AI Outputs for your personal use; display your content to you within your account; and make temporary copies for backup, caching, and system optimization purposes.

7.6 No AI Training on User Content

Quarlo does not use your personal uploads (resumes, cover letters, portfolios) to train, fine-tune, or improve AI models. Our AI providers are contractually prohibited from using API data for model training. AI providers may briefly cache request and response data (up to approximately 10 minutes for interview-prep generation; no caching for other features) solely to support reliable request processing; this data is not retained beyond that window and is not used for training. Community Contributions (Section 5) are used for product improvement, analytics, and may be included in retrieval datasets after anonymization.

7.7 DMCA Takedown Notices

If you believe that content on the Services infringes your copyright, please submit a DMCA takedown notice to our Designated Agent (admin@quarlo.co) at the address and telephone number listed in our DMCA Policy, in accordance with 17 U.S.C. §512(c)(3).

8. Third-Party Services

8.1 Integrated Third-Party Services

The Services integrate with and rely upon the following third-party service providers:

AI and Machine Learning Providers

• Language Model Providers – Large language models for generating AI Outputs
• Embedding Services – Vector embeddings and semantic search
• Speech-to-Text Provider – Transcription of voice recordings from the interview practice feature

Research and Data Providers

• Company Research APIs – Company research and web intelligence
• Interview Intelligence Services – Interview intelligence and job market data
• O*NET Web Services – Occupational data (U.S. Department of Labor)
• Bureau of Labor Statistics (BLS) – Employment statistics
• U.S. Census Bureau – Demographic and geographic data
• College Scorecard – Higher education data (U.S. Department of Education)

Infrastructure Providers

• Database Provider – Database and authentication
• Hosting Provider – Hosting and deployment
• Payment Processor (Stripe) – Payment processing for individual consumer credit purchases. Stripe handles all card data; Quarlo does not receive or store full card numbers.

8.2 Third-Party Terms Apply

Your use of the Services is subject to the terms of service, privacy policies, and usage policies of all integrated third-party providers. You agree to comply with all applicable third-party terms.

8.3 Data Sharing with Third Parties

By using the Services, you acknowledge and consent to the following data sharing:

• Resume text and uploaded documents are sent to AI provider APIs to generate AI Outputs
• Voice recordings from the interview practice feature are transmitted to a third-party speech-to-text service for transcription
• Search queries and context are sent to research APIs to retrieve company and interview intelligence
• Email addresses and authentication data are processed by our database provider for account management

Individual consumer users also acknowledge that payment card and transaction data are processed by Stripe. For more details on data processing, see our Privacy Policy.

8.4 No Quarlo Liability for Third-Party Services

Quarlo is not responsible or liable for:

• The availability, accuracy, reliability, or performance of third-party services
• Any errors, omissions, or inaccuracies in data provided by third-party APIs
• Service interruptions, outages, or downtime caused by third-party providers
• Changes to third-party terms, pricing, or feature availability
• Third-party data breaches, security incidents, or privacy violations

9. Disclaimers of Warranties

9.2 No Guarantee of Outcomes

QUARLO MAKES NO GUARANTEE OF JOB OFFERS, INTERVIEW SUCCESS, CAREER ADVANCEMENT, OR ANY SPECIFIC OUTCOME. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.

9.3 Third-Party Services Disclaimer

Quarlo makes no warranties regarding third-party services, APIs, or data sources integrated with the Services. All third-party content and services are provided "as is" without warranty of any kind.

9.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, some of the above exclusions may not apply to you. In such cases, Quarlo's liability is limited to the maximum extent permitted by law.

10. Limitation of Liability

10.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUARLO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS
• LOSS OF DATA, INFORMATION, OR CONTENT
• FAILURE TO OBTAIN JOB INTERVIEWS, JOB OFFERS, OR EMPLOYMENT
• DAMAGE TO PROFESSIONAL REPUTATION OR CAREER PROSPECTS
• CLAIMS ARISING FROM AI HALLUCINATIONS, ERRORS, OR MISINFORMATION
• THIRD-PARTY SERVICE FAILURES OR UNAVAILABILITY

10.3 Basis of the Bargain

You acknowledge that the limitations and exclusions in this Section 10 reflect a reasonable and fair allocation of risk between you and Quarlo and are fundamental elements of the bargain between you and Quarlo. The Services would not be provided without these limitations.

10.4 Jurisdictional Limitations

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, Quarlo's liability is limited to the maximum extent permitted by law.

11. Indemnification

11.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless Quarlo, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, service providers, and contractors (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, fees, and judgments (including reasonable attorneys' fees) arising out of or relating to:

• Your breach or violation of any provision of these Terms
• Your infringement, misappropriation, or violation of any third-party intellectual property rights, privacy rights, publicity rights, or other proprietary rights
• Any claims arising from content you upload, submit, post, or share through the Services, including intellectual property infringement claims, NDA violations, and defamation claims
• Your use or misuse of the Services, including any violation of the Acceptable Use Policy
• Your violation of any applicable laws, regulations, or institutional policies

11.2 Defense and Settlement

Quarlo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with Quarlo in the defense of any such claims. You may not settle any claim subject to indemnification without Quarlo's prior written consent.

11.3 Survival

Your indemnification obligations under this Section 11 shall survive termination of these Terms or your account.

12. Dispute Resolution

12.1 Informal Resolution Requirement

Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Quarlo (collectively, "Disputes") through informal negotiation.

You must send a written notice of the Dispute to Quarlo at legal@quarlo.co, describing the nature of the Dispute and the relief sought. Quarlo will respond within thirty (30) days with its position and any proposed resolution. The parties agree to negotiate in good faith for a period of sixty (60) days from the date of your initial notice.

12.2 Binding Arbitration

Arbitration shall be conducted by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Streamlined Arbitration Rules and Procedures.

• Location: Minneapolis, Minnesota (or remote via videoconference)
• Language: English
• Arbitrator: Single arbitrator selected per JAMS Rules
• Decision: Final and binding, may be entered as a judgment in any court of competent jurisdiction
• Governing Law: Federal Arbitration Act, 9 U.S.C. §§ 1-16

12.3 Arbitration Costs

The party initiating arbitration shall pay the applicable JAMS filing fee. The parties shall equally split the arbitrator's fees and JAMS administrative costs, unless the arbitrator determines otherwise. Each party shall bear its own attorney's fees and costs.

12.4 Exceptions to Arbitration

The following Disputes are not subject to binding arbitration and may be brought in court:

• Small Claims Court: Either party may bring an individual Dispute in small claims court if the claim is within the court's jurisdictional limits (generally claims under USD $10,000)
• Injunctive Relief for Intellectual Property: Quarlo may seek injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent infringement of its intellectual property rights

12.5 Opt-Out Right

12.6 Jurisdiction and Venue

If arbitration does not apply to a Dispute, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota.

12.7 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND QUARLO WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE, WHETHER RESOLVED THROUGH ARBITRATION OR LITIGATION.

13. Class Action Waiver

13.2 No Class Arbitrations

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS BASIS, AS A PRIVATE ATTORNEY GENERAL ACTION, OR IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

13.3 No Consolidation

Neither you nor Quarlo may consolidate claims in arbitration involving multiple parties or join claims with those of any other person or entity, except with the express written consent of all parties.

13.4 Severability of Class Action Waiver

If any portion of this Class Action Waiver is found to be unenforceable or unlawful for any reason, the remainder shall remain enforceable to the maximum extent permitted by law. If the Class Action Waiver is found to be wholly unenforceable, the Dispute shall be resolved in court (not arbitration) in accordance with Section 12.6.

14. Modification of Terms

14.1 Right to Modify

Quarlo reserves the right to modify, amend, or update these Terms at any time, at its sole discretion, to reflect changes in applicable laws, changes to the Services, changes in our business practices, or clarifications to existing terms.

14.2 Notice of Material Changes

If we make material changes to these Terms, we will provide notice to you by email notification to the email address associated with your account, in-app notification, a prominent notice on our website, or other reasonable means of communication.

Material changes include, but are not limited to:

• Changes to dispute resolution procedures (arbitration, class action waiver)
• Changes to limitation of liability or indemnification provisions
• Significant expansions of Quarlo's rights or reductions in user rights
• Changes to data usage, privacy practices, or third-party sharing

14.3 Advance Notice Period

For material changes, we will provide at least thirty (30) days' advance notice before the changes take effect. The revised Terms will clearly indicate the "Last Updated" date at the top of the document.

14.4 Acceptance of Changes

Your continued use of the Services after the effective date of any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services immediately and close your account.

15. Termination

15.1 Your Right to Terminate

You may terminate your account and discontinue use of the Services at any time by:

• Closing your account through your account settings page
• Sending a termination request to support@quarlo.co

15.2 Quarlo's Right to Suspend or Terminate

Quarlo reserves the right to suspend, restrict, or terminate your account and access to the Services, with or without notice, for any reason, including but not limited to:

• Breach or violation of any provision of these Terms
• Violation of the Acceptable Use Policy (Section 4)
• Account sharing in violation of Section 3.4.1
• To comply with a legal obligation, court order, or regulatory requirement
• Termination or expiration of your affiliated institution's subscription agreement (institutional users only)
• Accounts that have been inactive for twelve (12) consecutive months

15.3 Effect of Termination

Upon termination of your account or these Terms:

• Access Revoked: Your right to access and use the Services is immediately revoked
• Data Deletion: Your personal data will be deleted in accordance with our Privacy Policy
• Contributions Anonymized: Community Contributions are anonymized and retained per the license grant in Section 5.2. All personal identifiers are removed.
• Credits (individual consumers): Purchased credits are non-refundable. See Section 17 (Credits, Billing & Refunds) for full terms including chargeback policy.
• Institutional fees: Termination does not entitle you to any refund of institutional subscription fees paid by your institution.

15.4 Survival of Terms

The following provisions survive termination: Section 5 (Community Contributions), Section 7 (Intellectual Property), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), Section 13 (Class Action Waiver), Section 16 (General Provisions).

16. General Provisions

16.1 Governing Law

These Terms and any Dispute arising out of or relating to these Terms, the Services, or your relationship with Quarlo shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.2 Jurisdiction and Venue

Subject to the arbitration and dispute resolution provisions in Section 12, for Disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the invalid provision shall be severed from these Terms. The remaining provisions shall remain in full force and effect.

16.4 Waiver

The failure of Quarlo to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by Quarlo.

16.5 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements incorporated by reference, constitute the entire agreement between you and Quarlo regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

16.6 Assignment

Quarlo may freely assign, transfer, or delegate these Terms and any rights or obligations hereunder without notice or your consent. You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without Quarlo's prior written consent.

16.7 Force Majeure

Quarlo shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, pandemics, Internet or telecommunications failures, third-party service provider outages, cyber-attacks, or power failures.

16.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and Quarlo and are not intended to confer any rights, benefits, or remedies upon any third party.

16.9 Electronic Communications

You consent to receive communications from Quarlo electronically, including by email, in-app notifications, or postings on the website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

17. Credits, Billing & Refunds

17.1 Scope

This section applies to individual consumers who purchase Quarlo credit packs directly at quarlo.co/credits. It does not apply to institutional subscriptions, which are governed by your institution's agreement with Quarlo.

17.2 No-Refund Policy

All credit pack purchases are final and non-refundable. Credits are delivered immediately upon payment confirmation. By completing a purchase you acknowledge that you have received the digital goods and waive any right to a refund.

EEA, UK, and Swiss consumers — express waiver of withdrawal right. The Services include digital content delivered immediately at the moment of purchase. As a condition of completing your purchase, you give your express prior consent to immediate performance and you acknowledge that you thereby lose the statutory right of withdrawal for distance contracts for digital content under Articles 16(m) and 14 of the EU Consumer Rights Directive (Directive 2011/83/EU), the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and the equivalent provisions in other EEA member states and Switzerland. This consent and acknowledgment are also collected at the point of purchase in the Stripe Checkout flow.

17.3 Chargebacks and Disputed Charges

17.4 Exceptions

We may issue a credit adjustment (not a cash refund) at our sole discretion in the following circumstances:

• Duplicate charge: You were charged more than once for the same purchase due to a technical error.
• Service unavailability: Quarlo was completely inaccessible for an extended period that materially prevented you from using your credits.

To request a review, contact support@quarlo.co within 14 days of the charge with your order details. We do not guarantee any adjustment.

17.5 Credit Expiration

Purchased credits do not expire as long as your account remains active. Credits are forfeited if your account is closed or terminated for violation of these Terms.

18. Contact Information

If you have any questions, concerns, or inquiries regarding these Terms or the Services, please contact us: