These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between Quick Organics, Inc., a Delaware corporation (“QuickOrganics,” “Company,” “we,” “us,” or “our”), and the individual or entity (“Customer,” “you,” or “your”) accessing or using the QuickOrganics 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.
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, which is incorporated by reference into these Terms.
Section 1. Access and Service
1.1 Description of Service
QuickOrganics provides a cloud-based software-as-a-service platform that assists Customers with organic certification processes. The Service includes: (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. 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.
1.2 Eligibility
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 you are at least 18 years of age, you have the legal capacity and authority to enter into this Agreement, and your use of the Service will comply with all applicable laws and regulations.
1.3 Access and Fees
Access to the Service is provided on a subscription basis. Subscription plans and fees are described on the QuickOrganics pricing page at www.quickorganics.com/pricing. Customer shall pay all Subscription Fees in advance in accordance with the billing cycle selected at registration. All fees are quoted and payable in U.S. dollars. Payments are processed through a third-party payment processor.
QuickOrganics 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.
1.4 Registration
To access the Service, Customer must create an account by providing accurate, current, and complete registration information. Customer is responsible for maintaining the confidentiality of account credentials and all activities that occur under Customer’s account.
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.
1.5 License to Customer Content
As between QuickOrganics 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”).
Customer hereby grants to QuickOrganics a non-exclusive, worldwide, royalty-free, sublicensable (solely to QuickOrganics’ 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.
1.6 Restrictions
Customer shall not, and shall not permit any third party to: license, sublicense, sell, resell, transfer, assign, or distribute the Service; modify, adapt, or create derivative works; reverse engineer or attempt to derive source code; access the Service for the purpose of building a competitive product; use the Service in a manner that violates applicable law; transmit any viruses or harmful code; interfere with the integrity, performance, or security of the Service; or use automated means to access the Service except through APIs expressly provided by QuickOrganics.
1.7 Feedback
If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Customer hereby assigns to QuickOrganics all right, title, and interest in and to such Feedback. QuickOrganics may use Feedback for any purpose without restriction, attribution, or compensation to Customer.
1.8 Changes to Service
QuickOrganics reserves the right to modify, update, or discontinue any aspect of the Service at any time. QuickOrganics will use commercially reasonable efforts to provide at least thirty (30) days’ prior notice of any material changes that would materially reduce core functionality. In the event QuickOrganics discontinues the Service in its entirety, QuickOrganics will provide Customer with at least sixty (60) days’ prior notice and a reasonable opportunity to export Customer Content.
1.9 Ownership
QuickOrganics 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, “QuickOrganics IP”).
Section 2. Confidentiality
Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose it to any third party except as expressly permitted, and to use it only for the purpose of exercising its rights or performing its obligations under this Agreement. Confidential Information does not include information that is publicly available, was already known to the receiving party, rightfully received from a third party without restriction, or independently developed without reference to the disclosing party’s Confidential Information.
2.7 Resultant Data
“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 aggregated usage statistics, benchmarking data, industry trends, analytics, and Deidentified Information used to train artificial intelligence and machine learning models.
Customer acknowledges and agrees that QuickOrganics 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.
Section 3. Representations and Warranties; Disclaimer
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; (c) Customer has all rights necessary to grant the licenses set forth in these Terms; (d) Customer will use the Service in compliance with all applicable laws, including the USDA National Organic Program regulations; (e) Customer has obtained all consents 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; and (f) 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.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” QUICKORGANICS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. QUICKORGANICS 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.
Section 4. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party from claims arising out of or relating to (a) breach of any representation, warranty, or obligation under these Terms; (b) Customer Content; (c) use of the Service in violation of applicable law; (d) negligence or willful misconduct; or, in the case of QuickOrganics, (e) a claim that the Service infringes a third-party intellectual property right. The indemnification procedure requires prompt written notice, sole control of the defense by the indemnifying party, and reasonable cooperation.
Section 5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF QUICKORGANICS TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO QUICKORGANICS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100.00) IF NO FEES HAVE BEEN PAID.
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 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.
Section 6. Term and Termination
This Agreement commences on the date Customer first accesses or uses the Service or creates an account and continues until terminated. Each subscription period shall automatically renew for successive periods of the same duration unless Customer cancels at least thirty (30) days prior to the end of the then-current subscription period. For subscription terms of one (1) year or longer, QuickOrganics 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.
Either party may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after notice, becomes insolvent, or ceases to do business.
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.
Section 7. Dispute Resolution
The parties shall first attempt to resolve any dispute through good-faith negotiation. If the parties are unable to resolve a dispute within thirty (30) days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration may be conducted virtually by videoconference at Customer’s election. For in-person arbitration, the location shall be Larimer County, Colorado.
EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Section 8. General Provisions
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. This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements.
QuickOrganics reserves the right to modify these Terms at any time. Material modifications will be communicated to Customer by email, in-app notification, or by posting a revised version on www.quickorganics.com with an updated effective date. Customer’s continued use of the Service following the effective date of any modification constitutes acceptance of the modified Terms.
With respect to Personal Information collected from California residents and processed by QuickOrganics on Customer’s behalf in the course of providing the Service, QuickOrganics processes such Personal Information as a “service provider” as defined in Cal. Civ. Code §1798.140(ag). 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.
Upon request, QuickOrganics will enter into a Data Processing Addendum with Customer where required by applicable data protection law. QuickOrganics does not knowingly process Personal Information of EU/UK/EEA-resident data subjects.
Contact
For questions about these Terms of Service, please contact support@q-organics.com.