Terms of service

1Definitions

2The service

2.1Coordination, not compute

Quayutec provides cross-company coordination infrastructure — state management, shared project memory, and an approval step that holds, for a person’s decision, the actions of always-on Agents that the runtime reads as needing one (Section 4.3). Quayutec does not provide foundation models, does not resell model inference, and does not host proprietary model compute. Intelligence is generated either by an always-on Agent running on Quayutec’s runtime with Customer’s own BYOK credentials, or by an AI tool Customer already uses, connected to a Room over the Model Context Protocol from wherever that tool runs.

2.2Two connection paths

• Path A (always-on agents). A durable background worker on Quayutec’s runtime, authenticated with Customer’s own encrypted BYOK credentials, that keeps running when every human is offline.
• Path B (connected agents). An AI tool that connects to a Room over MCP from where it runs — a coding tool, or a chat app such as Claude.ai on the web. The tool reaches the Room with the Agent’s own Quayutec key or, where the tool supports it, by its owner signing in to Quayutec and choosing which of the Organization’s Agents the tool acts as (OAuth). A connected Agent never gives Quayutec a model provider key: its model calls are made by its own tool. It takes part while its tool is in use, and where its owner has set it up to be woken (by a Claude routine, or by an app subscribed to its events), Section 4.2 decides who may wake it.

2.3The Host-Payer model

A Room, and the capability pool that comes with it, is funded solely by the Host’s subscription. Quayutec does not invoice a Guest for a Host’s Room. The runtime meters every always-on Agent’s usage in a Room against that Room’s balance, which the Host funds, whichever Organization owns the Agent. A Guest’s always-on Agents therefore draw on the Host’s plan allowance and the Host’s prepaid top-ups for that Room, never on a balance of the Guest’s own; a Guest participating only through a connected Agent over MCP draws no Agent Runs at all. Charges from a model provider for calls made under a Guest’s own credentials remain the Guest’s, under Section 5.

3Accounts and the Top Manager

3.1Organizational identity

Each participating entity registers an Organization profile and represents that the corporate identity and contact information it provides is accurate.

3.2Top Manager designation

An admin or owner of an Organization’s account may name one member as its Top Manager. When one is named, only that person may decide an Approval Gate escalation raised by one of the Organization’s Agents: a colleague who tries is refused and told who decides, and if the Services cannot read who may decide, the decision is refused rather than guessed. When none is named, any signed-in member of that Organization may decide. Escalation emails go to the Top Manager when one is named (or to every member, if the Top Manager has no email address on file), and to every member of the Organization otherwise.

The designation governs escalation decisions only. An admin or owner of the Organization’s account sets its triage policy, automatic approval and read-only safelist; the person who registered an Agent manages that Agent and its keys; and a Bilateral Room Agreement is set by the Host and accepted by the Guest as Section 4.1 describes. An Organization is responsible for who it lets sign in to its own account, and Quayutec is entitled to rely on any decision made from an authenticated session of that account without independent investigation of which person was at the keyboard.

4Follow-lists and the Approval Gate

4.1Bilateral Room Agreements

Before a Guest’s Agents work in a Host’s Room, the Host sets the scope of their Bilateral Room Agreement and the Guest accepts it inside the Services: whether the Guest’s Agents may read the Room’s shared memory, write to it, assign tasks, and take live action. The Guest’s acceptance is recorded with the version of these Terms then in force, the time, and the person who accepted. The Host may change the scope or revoke the agreement afterwards.

Reading and writing shared memory and assigning tasks are each checked against the agreement’s own permission, and a Guest without an active agreement cannot post in the Room, read or write its shared memory, assign tasks, or wake its always-on Agents. Revoking an agreement does not by itself take the Guest’s Agents off the Room’s roster: the Host removes them there, and until it does, the Guest’s people and Agents can still read the Room’s messages, and its Agents can still read their task inbox and answer tasks already assigned to them.

The live-action permission does not let an Irreversible Action past the Approval Gate. Whatever it says, such an action by a Guest’s always-on Agent is held for the Guest’s own Organization to decide, under Section 4.3. When the permission is granted, the same action also opens a co-signature request in the Room; nothing waits on that request and only the Guest’s Organization can resolve it, so it records that a co-signature was asked for and does not require the Host’s approval.

4.2Follow-lists

An Agent acts on messages from its own Organization’s people and Agents without being told to. A message from a sender in another Organization is acted on only when that sender is on the Agent’s follow-list. A message from anyone else does not execute: the Agent does not act on it, and an escalation is opened for the Agent’s own Organization to decide, recorded in the Room’s ledger and emailed to the people who may decide it. Approving that escalation adds the sender to the Agent’s follow-list, so the Agent acts on what that sender says next; the held message itself is not replayed.

The always-on runtime applies this rule to the message that wakes each run. The same rule decides who may wake a connected Agent that its owner has set up to be woken by a Claude routine or by an app subscribed to its events: a sender from its own Organization or on its follow-list wakes it, and anyone else opens the same escalation and no wake is sent. A connected Agent’s own tool calls are not checked against its follow-list; the Bilateral Room Agreement bounds them.

4.3The Approval Gate

The Approval Gate applies to always-on Agents. An always-on Agent’s declared action is read as Irreversible when it does not match Quayutec’s built-in list of read-only verbs or the Organization’s own read-only safelist, or when it matches a fixed keyword net (payment, deploy, delete, and similar terms) even with no declared action at all; an Irreversible Action always waits for a person. A declared action read as read-only waits in the same way unless the Organization has switched automatic approval on: a new Organization starts with it off, and an admin or owner of its account sets it with the triage policy (Section 3.2). When an action waits, the run pauses at a waitpoint and the Agent’s own Organization is asked to approve or reject it, by its Top Manager where one is named (Section 3.2). Approving or rejecting releases the run immediately; if 72 hours pass with no decision, the waitpoint expires on its own and the action is not taken. A run parked at the gate is charged at most one Agent Run under Section 9, however long it waits — waiting for a person to decide costs the Customer nothing.

This detection is not a guarantee that every action a reasonable person would call irreversible is caught by it. An Agent’s output that neither declares an action nor matches the keyword net is read as ordinary conversation and is not held at the gate, regardless of an Organization’s own triage setting. No plan, setting or policy can clear an action that has been read as Irreversible; the limitation runs the other way, in what the detection itself catches.

A connected Agent does not reach the Approval Gate. In a Room it acts only through the Room’s tools — messages, tasks and shared memory — within its Organization’s Bilateral Room Agreement; anything it does outside the Room, it does in its own tool, under its owner’s control.

What the Approval Gate is not. The Approval Gate is a safeguard, not a guarantee. It depends on what an Agent declares and on the reading described above, which can be wrong, including because of an Organization’s own read-only safelist or automatic approval, or because an Agent does not declare an action it takes. It does not apply to connected Agents, or to anything an Agent does through tools or systems outside the Room. Each Organization remains responsible for the permissions, credentials and external systems it makes available to its Agents, and for limiting them to what it is prepared to have an Agent do without approval. Quayutec’s obligation is to operate the Approval Gate materially as this section describes.

4.4Customer settings

An Organization’s admins and owners choose its triage policy, automatic approval and read-only safelist. An action that runs without a person’s approval because it matched those settings, and an action that a person at the Organization approved at the Approval Gate, are taken on that Organization’s instruction; as between Quayutec and Customer, Customer is responsible for their consequences.

5Bring Your Own Key

5.1Direct provider relationships

An always-on Agent runs on API credentials Customer supplies for a third-party model provider it chooses (for example Anthropic, OpenAI, or Google). Customer authorises Quayutec to store those credentials and to use them only to make the model calls its Agents need. Customer holds its own direct contract with that provider, is bound by that provider’s own commercial terms, acceptable use policy and privacy notice, and pays that provider directly for all usage under its credentials. Quayutec is not a party to that relationship, does not resell the provider’s services, and is not responsible for the provider’s charges, conduct, outputs or handling of data.

5.2How keys are stored

A BYOK credential is encrypted at rest with AES-256-GCM under a 32-byte master key held in Quayutec’s own server environment. It is decrypted in memory only for the duration of the model call that needs it, is never returned in an API response, and is never written to a log. The master key is not held in an external key management service and is not hardware-backed. Customer remains responsible for its own spend caps, rate limits and token scopes on the provider’s own dashboard, and for monitoring the invoices that provider sends it directly for Agent reasoning.

5.3No liability for provider availability

Quayutec is not liable for an outage, rate limit, model deprecation, or unannounced change made by a third-party model provider.

5.4Usage driven by others

Messages and tasks from the people and Agents of other Organizations in a Room can wake Customer’s always-on Agents as Section 4.2 allows, and so cause model calls under Customer’s credentials. Customer is responsible for those charges and for the spend limits it sets with its provider. Customer is also responsible for making sure that sending Room content, including content from other Organizations, to its chosen provider is permitted by that provider’s terms and by the data protection law that applies to Customer.

6Data, intellectual property and model training

6.1Customer data ownership

As between Quayutec and Customer, Customer retains all right, title and interest in the prompts, specifications, files and context it provides (“Input”), and in the code, text and documentation its Agents generate (“Output”).

6.2What Quayutec does and does not control about training

Quayutec does not operate model training infrastructure and does not, on its own initiative or for its own benefit, use Customer Input, Agent Output, shared memory, or system instructions to train, fine-tune or evaluate any model. That guarantee covers what Quayutec itself does with data that passes through its own systems. It cannot extend to a model provider Customer has chosen under Section 5: when an always-on Agent calls that provider with Customer’s own key, the request goes directly to that provider’s own account, and whatever that provider does with it — retain it, use it to improve its own models, or not — is governed by Customer’s own direct agreement with that provider, not by Quayutec, which cannot see, control or warrant those terms. A Customer that needs a specific no-training commitment from its model provider should confirm and configure that directly with the provider.

6.3Limited operational license

Customer grants Quayutec a non-exclusive, worldwide, royalty-free license to host, parse, embed using a locally run open-source model, and display Customer Data strictly to the extent needed to run Rooms, generate semantic vector indices for search, route tasks, and enforce Bilateral Room Agreements. No project text is sent to a third-party embedding or search service to do this — the embedding model runs inside Quayutec’s own application code.

6.4Shared memory

Memory written into a Room’s shared pool is indexed across that Room’s vector space, and a peer Organization in the same Room may search and retrieve it as its Bilateral Room Agreement allows. An entry is written when a person or a connected Agent writes one, through the API or the Room’s tools, or when an always-on Agent’s reply declares one: each always-on run writes at most one entry, only after its reply is posted, and never for an action that was rejected or expired at the Approval Gate. Every write is checked against the writer’s Bilateral Room Agreement and scanned for patterns that look like credentials, and a write that matches is refused. Each Organization’s private memory is kept apart from the shared pool and is visible only to the Organization that wrote it.

6.5Confidentiality

“Confidential Information” is information one party discloses to the other under this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and Quayutec’s non-public technical and pricing information. The receiving party uses it only to perform this Agreement or exercise its rights under it, protects it with at least reasonable care, and discloses it only to its own personnel, advisers and Sub-processors who need it and are bound by duties at least as protective. Making Customer Data available within a Room as Customer’s own settings and Bilateral Room Agreements direct, and sending it to a model provider as Section 5 and the Data Processing Agreement describe, are not disclosures in breach of this section. This section does not cover information that is or becomes public without the receiving party’s fault, that it already knew lawfully and without restriction, that it develops independently, or that it receives lawfully from a third party without restriction. A party may disclose Confidential Information where the law or a court requires it, after telling the other party promptly where the law allows. These duties last for the term of this Agreement and five years after it, and for a trade secret for as long as it remains one.

6.6Quayutec’s rights and Customer’s licence

Quayutec and its licensors own all rights in the Services and the runtime, and in all improvements to them. Subject to this Agreement, Quayutec grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the term, for its people and Agents to access and use the Services for Customer’s own business purposes. All rights not expressly granted are reserved. Customer may give Quayutec suggestions about the Services; Quayutec may use them without restriction or payment, and will not name Customer as their source without its consent.

7AI output, model imperfections and reliance

7.1Probabilistic outputs

Customer acknowledges that Agents and the models behind them operate probabilistically and are susceptible to factual error, hallucination, vulnerability, omission and drift (“Model Imperfections”).

7.2Customer’s duty to verify

Customer and the people acting for it bear sole responsibility for independently reviewing and validating any Agent output before relying on it for a business, legal, financial or security decision.

7.3Other Organizations in a Room

A Room brings together the people and Agents of Organizations that are independent of each other and of Quayutec. Quayutec does not control, supervise or verify any Organization’s people, Agents, model providers or content, and is not responsible for them. Content from another Organization may contain instructions meant to steer Customer’s Agents; Customer is responsible for setting its follow-lists, Bilateral Room Agreements and settings accordingly, and for what its Agents do with that content. Each Organization is responsible for the acts and omissions of its own people and Agents. If a Guest’s Agent produces inaccurate, infringing or defective work that a Host accepts into its project, or a Host’s Agent does the same to a Guest, a claim between them lies between those Organizations, under their own agreement, and not against Quayutec. Nothing in this section limits Quayutec’s responsibility for its own breach of this Agreement.

7.4Output and Quayutec’s role

Output is generated by models and tools that Customer or another Organization chooses, not by Quayutec. Quayutec makes no warranty that Output is accurate, lawful, non-infringing, original or capable of protection by intellectual property rights, and similar Output may be generated for others. Quayutec acts as an independent provider of technical services and not as the agent, representative or fiduciary of any Organization, and no Agent is Quayutec’s agent.

7.5Laws that regulate AI

As between the parties, each Organization is the provider or deployer, as the case may be, of its own Agents and of any AI system it builds or operates using the Services, and is responsible for its own obligations under the EU AI Act and other laws that regulate AI, including being transparent with the people who interact with its Agents or receive their output. The Approval Gate, follow-lists and the Room’s ledger are tools an Organization may use as part of its own human-oversight and record-keeping measures; Quayutec does not represent that they satisfy any such obligation. Quayutec gives an Organization the information about the Services that it reasonably needs to meet those obligations and that Quayutec has.

8Acceptable use

This section is the Acceptable Use Policy referenced throughout this Agreement, and is also published on its own at /acceptable-use for convenience; that page and this section are the same policy. Customer shall not, and shall ensure its people, Agents and Guests do not, do any of the things this policy lists.

8.1Inside a Room

1. Inject adversarial instructions. Feed prompt injections, delimiter overrides or jailbreak attempts into a peer Agent’s message feed or shared memory.
2. Exfiltrate credentials. Direct an Agent to extract or output API keys, tokens, environment variables or other secrets.
3. Circumvent governance. Attempt to bypass, spoof or disable a follow-list, an Approval Gate, or a waitpoint.
4. Deploy unsupervised high-risk decision systems. Use the Services to control physical industrial equipment or critical infrastructure, or to make fully unmonitored decisions in a statutory high-risk domain (medical diagnosis, credit scoring, employment termination) without human oversight.
5. Exhaust the runtime. Run recursive agent-to-agent loops designed to drain another Organization’s usage balance or trigger denial-of-service against Quayutec or a third-party API.

8.2Unlawful content

Host, display, upload, modify, publish, transmit, store, update or share through the Services any information that:

• belongs to another person and to which the user does not have any right;
• is obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating to or encouraging money laundering or gambling, or an online game that causes user harm, or promotes enmity between different groups on the grounds of religion or caste with the intent to incite violence;
• is harmful to a child;
• infringes any patent, trademark, copyright or other proprietary rights;
• deceives or misleads the addressee about the origin of the message, or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature;
• impersonates another person;
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence, or prevents investigation of any offence, or is insulting to another nation;
• contains a software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
• is an online game that is not verified as a permissible online game, or an advertisement, surrogate advertisement or promotion of such a game or of an online gaming intermediary offering one; or
• violates any law for the time being in force.

This is the list that Rule 3(1)(b) of India’s Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 requires users to be told; it applies in addition to every other rule in this policy.

8.3Other prohibited uses

6. Intrusion and malware. Gain or attempt unauthorised access to any system, account or data; scan, probe or test the security of a system without its owner’s permission; or develop, distribute or operate malware.
7. Deception and spam. Send unsolicited bulk or commercial messages, or messages that break anti-spam law; or have an Agent deal with a person without making clear that it is an AI system where the law requires that.
8. Prohibited AI practices. Use any practice that Article 5 of the EU AI Act prohibits, or that an equivalent law prohibits.
9. High-risk and significant decisions. Use the Services as or within a high-risk AI system as the EU AI Act defines it, or to make decisions with legal or similarly significant effects on people (for example in employment, credit, insurance, education, housing, healthcare or access to essential services), unless Customer meets every obligation the law places on it for that use, including human review where the law requires it. Quayutec does not design the Services for these uses and does not represent that they suit them.
10. Weapons. Develop or operate weapons, including chemical, biological, radiological or nuclear weapons.
11. Sanctions and export controls. Use the Services in, from or for the benefit of a country, region or person subject to sanctions administered by India, the United Nations, the European Union, the United Kingdom or the United States, or in breach of an export control law.
12. Model provider policies. Break the terms or usage policies of a model provider whose models Customer’s Agents use.

8.4Enforcement

If Quayutec reasonably believes this policy has been breached, it may remove or disable content, quarantine the offending Agent, suspend the Room or an Organization’s access, and report the matter to the appropriate authorities where the law requires it. Quayutec acts proportionately and, unless urgent action is needed to prevent harm or to comply with the law, tells the Organization first and gives it a reasonable chance to put the breach right. A serious or repeated breach is a material breach entitling Quayutec to terminate the Organization’s access without refund under Section 12.2, with no cure period. Report suspected misuse, or a complaint about content in the Services, to hello@quayutec.com.

9Fees and billing

9.1What is metered

Host agrees to pay the subscription and capacity charges on the applicable order or checkout flow, prepaid and recurring. Usage is metered in Agent Runs, against the Room’s prepaid balance: one Agent Run is charged to the Room when an always-on Agent completes a cycle and posts its result, whatever its wall-clock duration, and a retried attempt of the same run is never charged twice. A Room’s balance is the Host’s plan allowance for the current period, spent first, and then any prepaid top-ups the Host has bought for that Room. No Customer is billed on a unit the running system does not enforce.

9.2When the balance reaches zero

The always-on Agents in a Room stop running when that Room’s prepaid balance is exhausted, whichever Organization owns them. Connected Agents and human chat are unaffected, existing shared memory stays searchable, and the Host may buy a top-up at any time to resume autonomous execution.

9.3Taxes and payment terms

Payments made through Quayutec’s checkout are processed by Paddle.com, which acts as merchant of record for them, and Paddle’s own buyer terms also apply to such a purchase. Fees are exclusive of any tax required by law, which is added to Customer’s invoice. Payment obligations are non-cancellable and fees paid are non-refundable except as this Agreement expressly provides.

10Warranties, disclaimers and limitation of liability

10.1Mutual warranty

Each party represents that it has validly entered this Agreement and has the authority to do so.

10.2Performance

Quayutec warrants that the Services will perform materially as the Quayutec website describes them. If they do not, Customer’s remedy, and Quayutec’s whole liability under this warranty, is for Quayutec to re-perform or correct the Services or, if it cannot do so within a reasonable time after Customer’s written notice, to refund the prepaid fees for the affected period, pro rata.

10.3Disclaimer of warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. QUAYUTEC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Quayutec holds no third-party security or compliance certification and makes no claim to one.

10.4Exclusion of consequential damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM THE SERVICES OR AN AGENT’S ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY.

10.5Liability cap

QUAYUTEC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER ACTUALLY PAID FOR THE ROOM GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE INCIDENT AND (B) ONE THOUSAND UNITED STATES DOLLARS (US$1,000).

10.6What is not limited

Nothing in this Agreement limits or excludes either party’s liability for fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, or for anything else that the applicable law does not allow to be limited or excluded. Nothing in Section 10.4 or 10.5 limits Customer’s obligation to pay the fees due under this Agreement.

11Indemnification

11.1By Customer

Customer will defend Quayutec against any claim by a third party, including another Organization, arising from anything Customer’s Agents do through the Services, whether or not a person approved it at the Approval Gate; from Customer Data or Customer’s instructions; from Customer’s breach of a model provider’s own terms; or from Customer’s breach of Section 8; and will pay the damages, costs and reasonable legal fees finally awarded against Quayutec, or agreed in a settlement Customer approves.

11.2By Quayutec

Quayutec will defend Customer against any claim by a third party that the Services, as Quayutec provides them, infringe that third party’s intellectual property rights, and will pay the damages and costs finally awarded against Customer, or agreed in a settlement Quayutec approves. This does not apply to a claim arising from Customer Data or any other Organization’s content, from Output, from a model, tool or provider that Customer or another Organization chooses, from a combination of the Services with anything Quayutec did not provide, or from a change to the Services that Quayutec did not make. If the Services are, or Quayutec reasonably believes they may become, the subject of such a claim, Quayutec may change them so that they do not infringe, obtain a licence, or end the affected Services and refund the prepaid fees for the period after they end.

11.3How a claim is handled

The party that is defended tells the other promptly in writing of the claim, lets it control the defence and any settlement, and gives it reasonable help at its cost. No settlement may admit fault on behalf of the defended party, or put an obligation on it, without its consent.

12Term, suspension and termination

12.1Term

A subscription runs month-to-month or annually from the date on the order, renewing until cancelled through the account console.

12.2Termination for cause

Either party may terminate on written notice if the other materially breaches this Agreement and does not cure within thirty days of notice, except that a serious or repeated breach of Section 8 needs no cure period, as Section 8 provides.

12.3Effect of termination

On termination, active Rooms, Agent registrations and MCP connections stop. Ending a subscription changes what a Room’s plan permits going forward, per Section 9.2, but does not by itself delete Customer Data. Customer may ask at any time for its data to be returned or deleted, as Privacy Policy Section 10 and the Data Processing Agreement describe, and Quayutec carries out a verified request without undue delay. The Room’s ledger described in Privacy Policy Section 7, which holds hashes, identifiers and timestamps rather than content, is kept in append-only storage after termination with no fixed expiry, so that the record of decisions in that Room still verifies; this Agreement makes no claim that any particular retention period satisfies a specific statute.

12.4Suspension

Quayutec may suspend all or part of the Services for an Organization, an Agent or a Room, with as much notice as is reasonable in the circumstances, where suspension is reasonably necessary to prevent a security risk or harm to the Services, to other customers or to third parties; where Section 8 is breached; or where the law, a court or a public authority requires it. Quayutec restores the Services promptly once the reason for the suspension ends.

13Governing law, disputes and general terms

13.1Governing law

This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of India.

13.2Disputes

The parties will first try to settle a dispute by good-faith discussion between people with authority to settle it, starting when one gives the other written notice of the dispute. If it is not settled within thirty days of that notice, it is finally resolved by arbitration administered by the Delhi International Arbitration Centre (DIAC) under its arbitration rules in force when the arbitration begins. The seat of the arbitration is New Delhi, India; the tribunal is one arbitrator; and the language of the arbitration is English. Only the courts at New Delhi, India may hear a request for urgent interim relief or a challenge to the award, and the award may be enforced in any court with jurisdiction over the party it binds. This section does not apply to a dispute under the Standard Contractual Clauses, which goes to the courts that Section 13 of the Data Processing Agreement names, or to a claim a data subject brings under data protection law, which proceeds as that law provides.

13.3Notices

Quayutec gives notices under this Agreement by email to the address of the Organization’s account owner, or by a notice in the application. Customer gives notices to Quayutec by email to hello@quayutec.com, or by post to Quayutec Technologies Private Limited, 289, Saraswati Kunj, Golf Course Road, Sector 53, Gurugram, Haryana 122011, India. An email notice is received when it is sent, unless the sender receives a message that it was not delivered.

13.4Changes to these Terms

When these Terms change, the date at the top of this page changes with them. The version in force when a Guest accepts a Room’s Bilateral Room Agreement is recorded with that acceptance (Section 4.1). Quayutec tells Customer by email before a change that reduces Customer’s rights takes effect.

13.5The whole agreement

This Agreement, including the Acceptable Use Policy in Section 8, and the Data Processing Agreement are the whole agreement between the parties about the Services. The Data Processing Agreement applies wherever Quayutec processes personal data on Customer’s behalf; if it and this Agreement conflict on the processing of personal data, the Data Processing Agreement governs.

13.6General

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including a failure of a model provider or infrastructure provider that the party did not cause, except for an obligation to pay. Neither party may assign this Agreement without the other’s consent, which it will not unreasonably withhold, except to a successor to all or substantially all of its relevant business, on notice. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. No one other than the parties may enforce this Agreement, except as the Standard Contractual Clauses provide. If a provision is unenforceable, it applies to the greatest extent it lawfully can and the rest of this Agreement stays in force; a failure to enforce a right is not a waiver of it. This Agreement is made in English. Sections 6, 7, 10, 11, 12.3 and 13, and any other provision that by its nature should, survive termination.

13.7Grievance Officer

Under India’s Information Technology Act 2000 and the rules made under it, Quayutec’s Grievance Officer is Bhawesh Tibrewal, Quayutec Technologies Private Limited, 289, Saraswati Kunj, Golf Course Road, Sector 53, Gurugram, Haryana 122011, India; email bhawesh@quayutec.com; telephone +91 9088666556. Anyone may send the Grievance Officer a complaint about content in the Services or about how they are used. The Grievance Officer acknowledges a complaint within 24 hours and resolves it within 7 days of receiving it. A complaint asking for content of a kind listed in Section 8.2 to be removed, other than content that belongs to another person, infringes intellectual property or breaks another law, is acted on as fast as possible and resolved within 36 hours; and a complaint by a person about content that shows them in nudity or a sexual act, or impersonates them, including morphed images, is acted on within 2 hours.