Terms and Conditions
QUILL SECURITY TECHNOLOGY, LLC Software & Service Agreement
This Software & Service Agreement (“Agreement”) is entered into by and between Client and Quill Security Technology, LLC, a Minnesota limited liability company (“Quill “).
1. Agreement Definitions.
“Agreement” means this Software & Service Agreement, the Master Services Agreement Cover Sheet to which this Software Service Agreement is attached, the related Ordering Document(s), and any exhibits or schedules attached to either of them.
“Authorized Users” means those individuals authorized by Client to use the Services. Client will notify Quill from time to time of the names of the Authorized Users.
“License” means the License provided in Section 3 of this Agreement.
“Ordering Document” means one or more Ordering Documents in the form attached as Exhibit B to the Master Services Agreement Cover Sheet, including the Services policies and any other document referenced or incorporated into that Ordering Document
“Program Documentation” means the program user manual as well as any other materials provided by Quill as part of the Services.
“Quill” means Quill Security Technology, LLC, a Minnesota limited liability company.
“Quill Products” means the Quill Application and any other Services you may order.
“Quill Application” refers to the software products owned or licensed by Quill to which Quill grants the License, including Program Documentation, and any program updates provided as part of the License to use the software products. The “Quill Application” includes any improvements or developments made by Quill for Client during the Term of this Agreement.
“Services” means (i) the Assessment Services and Implementation Services specified in the Ordering Document, together with (ii) any [additional services] you may order, and (iii) the License to the Quill Application. “Services” consists of system administration, system management, and system monitoring activities that Quill performs for Quill Application, and includes the right to use the Quill Application, support services for such Quill Application, as well as any other services provided by Quill.
“Site(s)” means the physical locations, identified in the related Ordering Document(s), where the Services are performed.
“Software” means the Quill Application.
“Client,” “You” and “Your” refers to the individual or entity that has ordered Services from Quill by executing the related Ordering Document.
“Your Data” refers to the data provided by You that you have provided to Quill as part of the Master Services Agreement.
2. Applicability of Agreement.
This Agreement is valid for the Ordering Document(s) to which it relates.
3. Grant of License and Restrictions.
3.1. Grant of License.
Subject to the terms and conditions of this Agreement, Quill hereby grants to Client a non-exclusive, non-transferable, non-assignable, right, during the term of this Agreement only, for Client’s Authorized Users to use the Quill Application solely for Your internal productive benefit (“License”) for the Site(s) listed in the applicable Ordering Document. No right of sublicense is granted.
3.2. Restrictions on Grant.
The grant is restricted as provided in Section 4.
All rights granted to You under this Agreement are non-exclusive. Quill reserves the right to market, promote, distribute, sell, and grant licenses for the Quill Products and provide hosted services incorporating Quill Products to Users, and nothing in this Agreement will be construed as limiting in any manner Quill’s right to licensees or agents within and outside the Territory, or from directly or indirectly marketing, reproducing, distributing, licensing and providing SaaS services in connection with the Quill Products worldwide. All rights not expressly granted by Quill to You in this Agreement are reserved to Quill.
4. Ownership and Restrictions.
4.1. Retained Rights.
Clients retain all ownership and intellectual property rights in and to Your Data. Quill or its licensors retain all ownership and intellectual property rights to the Quill Products, including Services and Quill Application. Quill retains all ownership and intellectual property rights to anything developed and delivered under the Agreement; subject to the License granted to Client to such rights. Client hereby assigns to Quill any and all intellectual property rights to anything developed and delivered by Quill to Client under the Agreement. Third party technology that may be appropriate or necessary for use with some Quill Application is specified in the program documentation or Ordering Document, as applicable. Client’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by Quill and not under the Agreement. Client may not:
(a) remove or modify any program markings or any notice of Quill’s or its licensors’ proprietary rights;
(b) make the programs or materials resulting from the Services available in any manner to any third party for
use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services Client has acquired);
(c) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Quill ;
(d) disclose results of any Services or program benchmark tests without Quill’s prior written consent; and
(e) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or
service bureau use, or otherwise commercially exploit or make the Services, Quill Application or materials available, to any third party other than, as expressly permitted under the terms of the Agreement.
4.2. Additional Conditions.
The rights granted to Client under the Agreement are also conditioned on the following:
(a) the rights of any Authorized User to use the Software Services (e.g., on a “named user” basis) cannot be
shared or used by more than one individual (unless the License is reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the license);
(b) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed,
republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
(c) Client agrees to make reasonable efforts to prevent unauthorized third parties from accessing the Services.
5. Warranties, Disclaimers and Exclusive Remedies.
Quill warrants that the Services will comply with and perform in all material respects in accordance with the specifications and policies referenced in the Ordering Document. If the Services provided to Client for any given month during the Term were not performed as warranted, Client must provide written notice to Quill as specified in the Ordering Document no later than five business days after the last day of that particular month or within such other period stated in the Ordering Document.
QUILL DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT QUILL WILL CORRECT ALL SERVICES ERRORS. CLIENT ACKNOWLEDGES THAT QUILL DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. QUILL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
SERVICES MAY BE TEMPORARILY UNAVAILABLE DUE TO MAINTENANCE OF THE QUILL APPLICATION, WHETHER SCHEDULED OR EMERGENCY, AND WHETHER DUE TO QUILL OR TO A THIRD PARTY. QUILL WILL MAKE REASONABLE EFFORTS TO NOTIFY CLIENT IN ADVANCE OF ANY INTERRUPTIONS TO THE SERVICES FOR MAINTENANCE.
FOR ANY BREACH OF THE ABOVE WARRANTIES, QUILL WILL REMIT A SERVICES FEE CREDIT TO CLIENT CALCULATED AT TEN PERCENT (10%) OF NET MONTHLY FEES FOR THE APPLICABLE SERVICES FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES OWED TO QUILL, AND THE REMITTANCE OF SUCH CREDIT WILL CONSTITUTE YOUR EXCLUSIVE REMEDY, AND QUILL’S SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THE AGREEMENT.
EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.”
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Trial Use of the Services.
If specified in the Ordering Document, Client may order certain Services for trial, nonproduction purposes subject to the terms and conditions of the Agreement. Services acquired for trial purposes are provided “as is” and Quill does not offer any warranties for such Services.
If a third party makes a claim against either Client or Quill (“Recipient” which may refer to Client or Quill depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either Client or Quill (“Supplier” which may refer to Client or Quill depending on which party provided the Material), and used by the Recipient infringes that third party’s intellectual property rights, the Supplier, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Supplier, if the Recipient does the following:
(a) notifies the Supplier promptly in writing, not later than 30 days after the Recipient receives notice of the
claim (or sooner if required by applicable law);
(b) gives the Supplier sole control of the defense and any settlement negotiations; and
(c) gives the Supplier the information, authority, and assistance the Supplier needs to defend against or settle
If the Supplier believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Supplier may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Supplier may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Quill’s ability to meet its obligations under the relevant order, then Quill may, at its option and upon 30 days prior written notice, terminate the order. The Supplier will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Supplier’s user documentation or Services policies or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Supplier will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Supplier, or (ii) any Material from a third party portal or other external source that is accessible to Client within or from the service (e.g., a third party Web page accessed via a hyperlink).
Notwithstanding the above, Quill will not indemnify Client to the extent that an infringement claim is based upon the combination of any Material with any products or Services not provided by Quill. Quill will not indemnify Client for infringement caused by Client’s actions against any third party if the Services as delivered to Client and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. Quill will not indemnify Client for any infringement claim that is based on:
(a) a patent that Client was made aware of prior to the effective date of the Agreement (pursuant to a claim,
demand, or notice); or
(b) Client’s actions prior to the effective date of the Agreement. This section provides the parties’ exclusive
remedy for any infringement claims or damages.
8. Support Services.
Any Support Services provided under the Agreement are specified in the Services policies referenced in the Ordering Document.
9. End of Agreement.
Services provided under this Agreement shall be provided for the period defined in the Ordering Document unless earlier terminated in accordance with the Agreement. The term of the Services and any renewal years are collectively defined as the “Services Term.” At the end of the Services Term, all rights to access or use the Services listed in the applicable Ordering Document shall end. Quill may grant you to access the Services solely to the extent necessary for you to retrieve a file of your data then in the Services environment.
If either of us breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable Ordering Document under which the breach occurred. If Quill ends the Ordering Document as specified in the preceding sentence, Client must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the Services ordered under the Agreement plus related taxes and expenses. If Quill ends the Services under the Indemnification section, You must pay within 30 days all amounts remaining unpaid for Services plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under the Agreement, you may not use the Services ordered. In addition, Quill may immediately suspend your password, account, and access to or use of the Services (i) if You fail to pay Quill as required under the agreement and do not cure within the first ten days of the 30 day cure period, or (ii) if You violate any provision within sections 3, 4, 14 or 18 of this Software & Service Agreement. Quill may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Quill’s initial notice thereof. Any suspension by Quill of the Services under this paragraph shall not excuse You from Your obligation to make payment(s) under the Agreement.
You agree and acknowledge that Quill has no obligation to retain Your Data and that Your Data may be irretrievably deleted after 60 days following the termination of the Ordering Document.
Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
10. Fees and Taxes.
You agree to pay for all Services ordered and all Reimbursable Expenses as set forth in the applicable Ordering Document. All fees due under the agreement are non-cancelable and the sums paid nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Quill must pay based on the Services you ordered, except for taxes based on Quill’s income. You will reimburse Quill for reasonable expenses related to providing any on-site portion of the Services. Fees for Services listed in an Ordering Document are exclusive of taxes and expenses. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice. Any amounts payable by You that remain unpaid after the due date shall be subject to a late charge equal to the lesser of 1.5% per month or the maximum legal interest rate from the due date until such amount is paid.
You agree that you have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in the Ordering Document; however, the preceding does not relieve Quill of its obligation to deliver Services that you have ordered per the terms of the agreement.
By virtue of the agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential Information shall be limited to the terms and pricing under the Agreement, Your Data residing in the Services environment, and all information clearly identified as confidential at the time of disclosure.
A party’s Confidential Information shall not include information that:
(a) is or becomes a part of the public domain through no act or omission of the other party;
(b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party;
(c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or
(d) is independently developed by the other party.
We each agree to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. Quill will protect the confidentiality of Your Data residing in the Services environment in accordance with the Quill security practices specified in the Services policies referenced in the Ordering Document. Nothing shall prevent either party from disclosing the terms or pricing under the agreement in any legal proceeding arising from or in connection with the agreement or from disclosing the confidential information to a governmental entity as required by law.
12. Entire Agreement.
You agree that the Agreement (including the Master Services Agreement Cover Sheet, the Ordering Documents, this Software & Services Agreement, and the information which is incorporated into the Agreement by written reference, including reference to information contained in a URL or referenced policy), is the complete agreement for the Services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of the Agreement, including any Quill Ordering Document, shall supersede the terms in any non-Quail purchase order or other non-Quill document, and no terms included in any such non-Quail purchase order or other non-Quill document shall apply to the Services ordered. The Agreement may not be modified, and the rights and restrictions may not be altered or waived, except in a writing signed or accepted online by Quill by authorized representatives of You and of Quill.
13. Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA, DATA USE, LOSSES ARISING FROM RESULTS OF USE OF THE SERVICES OR SOFTWARE, OR OTHER PECUNIARY LOSS OR LOSS OF LIFE OR BODILY HARM). QUILL’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER (REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO QUILL FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST QUILL SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export control laws govern your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
15.1. Independent Contractor.
Quill is an independent contractor. We agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
15.2. Third Parties.
You shall obtain at your sole expense any rights and consents from third parties necessary for Quill and its subcontractors to perform the Services under this Agreement.
15.3. Governing Law.
The agreement is governed by the substantive and procedural laws of Minnesota and you and Quill agree to submit to the exclusive jurisdiction of, and venue in, the applicable court in Hennepin County, Minnesota in any dispute arising out of or relating to the agreement.
If you have a dispute with Quill or if you wish to provide a notice under the Indemnification section of this Software & Service Agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice as provided in the Master Services Agreement Cover Sheet. Quill may give notice to you in the same manner.
You may not assign the Agreement or give or transfer the Services or an interest in them to another individual or entity. If you grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables.
15.6. Limitation on Actions.
Except for actions for nonpayment or breach of Quill’s proprietary rights, no action, regardless of form, arising out of or relating to the agreement may be brought by either party more than two years after the cause of action has accrued.
Quill may audit your use of the Services. You agree to cooperate with Quill’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the Services in excess of your rights. If you do not pay, Quill can end your Services and/or the agreement. You agree that Quill shall not be responsible for any of your costs incurred in cooperating with the audit.
The Uniform Computer Information Transactions Act does not apply to this Agreement or orders placed under it. You understand that Quill’s business partners, including any third-party firms retained by you to provide Services, are independent of Quill and are not Quill’s agents. Quill is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as a Quill subcontractor on an engagement ordered under this Agreement.
For a period of two (2) years following termination of the Agreement or the expiration of the term of any Ordering Document, you and your affiliates will not solicit or hire away, or attempt to solicit or hire away, any employee, contractor, consultant, or service providers of QUILL or to otherwise cause such employees, contractors, consultants or service providers to leave the employ of or terminate or diminish the services provided to, You. In the event that You breaches this O-9, QUILL will be entitled to, among other available remedies, the injunctive and other relief without the need to post bond.
This Agreement, and any document contained herein, shall not be effective until signed by both parties. This Agreement may not be amended except in writing signed by both parties. This Agreement may be signed in counterparts, all of which taken together will constitute one agreement.
All Services provided by Quill to You under the Agreement are limited wholly to the delivery of assessment, data and related advice to You. Quill is not responsible for any security decisions or any other activities undertaken by You related to work and deliverables hereunder, which remain the sole the responsibility of You.
16. Force Majeure.
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services.
17. Your Data.
You agree to provide any notices and obtain any consents related to your use of the Services and Quill’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Data.
18. Restrictions on Use of the Services.
You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may
(a) menace or harass any person or cause damage or injury to any person or property,
(b) involve the publication of any material that is false, defamatory, harassing or obscene,
(c) violate privacy rights or promote bigotry, racism, hatred or harm,
(d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters;
(e) constitute an infringement of intellectual property or other proprietary rights, or
(f) otherwise violate applicable laws, ordinances or regulations.
In addition to any other rights afforded to Quill under the agreement, Quill reserves the right to remove or disable access to any material that violates the foregoing restrictions. Quill shall have no liability to you in the event that Quill takes such action. You agree to defend and indemnify Quill against any claim arising out of a violation of your obligations under this section.
19. Services Tools.
Quill may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor, administer and improve the Services and to help resolve your Quill service requests. The Tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the Tools (excluding production data) may also be used to assist in managing Quill’s product and service portfolio and for license management. You agree that
(a) except as set forth in the following paragraph, you may not access or use the Tools, and
(b) you will not use or restore the Tools from any tape backup at any time following termination of the
If Quill provides you with access to or use of any Tools in connection with the Services, your right to use such Tools is governed by the license terms that Quill specifies for such Tools; however, if Quill does not specify license terms for such Tools, you shall have a non-transferable, non-exclusive, limited right to use such Tools solely to facilitate your administration and monitoring of your Services environment, subject to the terms of the agreement. Any such Tools are provided by Quill on an “as is” basis and Quill does not provide technical support or offer any warranties for such Tools. Your right to use such Tools will terminate upon the earlier of Quill’s notice, the end of the Services term, or the date that the license to use such Tools ends under the license terms specified for such Tools.
20. Statistical Information.
Quill may compile statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information or include your company’s name. Quill retains all intellectual property rights in such information.
21. Third Party Websites, Content, Products and Services.
The Services may enable you to add links to Web sites and access to content, products and Services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Quill is not responsible for any third-party Web sites or third-party content provided on or through the Services, and you bear all risks associated with the access and use of such Web sites and third-party content, products and services.
22. Customer Reference.
You agree (i) that Quill may identify you as a recipient of Services and use your logo in sales presentations, marketing materials and press releases, (ii) to develop a brief customer profile for use by Quill on its website or otherwise for promotional purposes, (iii) to work with Quill to develop a press release regarding your Services, and to participate in user research programs Quill may develop (at no charge to You).