Terms of Service

1. Eligibility

1.1 Age. You must be at least 18 years old to use the Service.

1.2 Authority. If you create an account on behalf of a business, you represent that you have the authority to bind that business to these Terms, and “you” refers to both you individually and the business.

1.3 Accuracy. You agree that all information you provide during registration — including your name, email, business name, and Employer Identification Number (“EIN”) — is accurate and current, and you will update it promptly if it changes.

2. The Service

2.1 What Quotra provides. Quotra is a software platform that lets you create quotes, manage jobs, and issue invoices. We provide the software on a subscription basis. We do not provide, endorse, or guarantee the goods or services you sell to your customers.

2.2 Availability. We use commercially reasonable efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation. Scheduled maintenance, updates, and circumstances beyond our control may cause temporary downtime.

2.3 Changes to the Service. We may modify, update, or discontinue Service features at any time. If we make a material change that significantly reduces the core functionality you are paying for, we will provide at least 30 days’ notice before the change takes effect. If you do not agree with the change, you may cancel your subscription under Section 4.

3. Account Security

3.1 Your responsibility. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not you authorized it.

3.2 Notification. You agree to notify us immediately at support@quotrashop.com if you become aware of any unauthorized use of your account or any other security breach.

3.3 Our rights. We may suspend access to your account if we reasonably believe it has been compromised, and we will notify you promptly.

4. Subscriptions, Billing, and Cancellation

4.1 Subscription plans. We offer the Service through tiered subscription plans with varying capabilities and pricing, as described on our pricing page. Free-tier access, if offered, is subject to the limitations stated on the pricing page and these Terms.

4.2 Auto-renewal. Paid subscriptions automatically renew at the end of each monthly billing cycle at the then-current rate unless you cancel before the renewal date. By subscribing, you authorize us to charge your payment method monthly until you cancel.

4.3 Price changes. We may change subscription pricing by providing at least 30 days’ written notice (by email or in-app notification) before the new price takes effect. The new price applies at the start of the next billing cycle following the notice period. If you do not agree with the new pricing, you may cancel before the next billing cycle under Section 4.5.

4.4 Payment. All fees are stated in U.S. dollars and are due in advance. You are responsible for all applicable taxes. If a payment fails, we may suspend access until the balance is current.

4.5 Cancellation. You may cancel your subscription at any time through the same method you used to subscribe — through your account settings at quotrashop.com. You may also cancel by emailing support@quotrashop.com. Cancellation takes effect at the end of your current paid billing period, and you will retain access until that date.

4.6 Refunds. Fees are non-refundable except as stated in our Refund and Cancellation Policy or as required by applicable law.

4.7 Post-cancellation data. After cancellation, we will retain your data and make it available for export for 90 days, consistent with Section 7.2 of our Privacy Policy. After that period, we will permanently delete your data.

5. Payments to You from Your Customers

5.1 Stripe Connect. If you enable card payments from your customers, those payments are processed through your own connected Stripe account. The relationship is between you and Stripe, governed by the Stripe Connected Account Agreement and Stripe’s terms of service.

5.2 Pass-through only. Quotra is a pass-through platform for customer payments. We do not process, hold, or take a cut of any payment your customers make to you. Payment card credentials are transmitted directly to Stripe and are never stored on or accessible through Quotra’s systems.

5.3 Other payment methods. Payments your customers make through other methods (Zelle, Venmo, cash, check, etc.) are arranged directly between you and your customer. Quotra has no role in, and no liability for, those transactions.

5.4 No liability for payment disputes. You are solely responsible for any disputes, chargebacks, refunds, or claims related to payments between you and your customers, regardless of payment method.

6. Your Data

6.1 You own your data. You retain all ownership rights in the data, content, and materials you upload, enter, or generate through the Service (“Your Data”), including quotes, invoices, job records, customer information, product listings, and business identifiers.

6.2 License to us. You grant Quotra a limited, non-exclusive, worldwide license to host, store, process, display, and transmit Your Data solely to operate and provide the Service to you. This license terminates when we delete Your Data from our systems.

6.3 No other use. We will not sell, share, or use Your Data for any purpose other than providing and improving the Service, except as required by law or as described in our Privacy Policy.

6.4 Aggregated data. We may create anonymized, aggregated data that cannot reasonably identify you or your customers (“Aggregated Data”). We may use Aggregated Data for analytics, benchmarking, and improving the Service. Aggregated Data belongs to Quotra.

6.5 Data isolation. Your Data is isolated from other tenants at the database layer using row-level security enforced by Postgres. No other tenant can access Your Data through the Service.

6.6 Data portability. You may export Your Data at any time through the Service’s export tools or by requesting an export at support@quotrashop.com.

7. Intellectual Property

7.1 Our ownership. Quotra and its licensors own all rights, title, and interest in the Service, including the software, design, trademarks, logos, documentation, and all related intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service under your subscription.

7.2 Feedback. If you provide suggestions, ideas, or feedback about the Service (“Feedback”), you grant us an unrestricted, perpetual, royalty-free license to use that Feedback for any purpose without obligation to you.

7.3 Restrictions. You agree not to: (i) copy, modify, or create derivative works of the Service or its underlying software; (ii) reverse engineer, decompile, or disassemble the Service; (iii) sublicense, resell, or distribute access to the Service to third parties; or (iv) remove or alter any proprietary notices on the Service.

8. Acceptable Use

8.1 General standard. You agree to use the Service only for lawful business purposes and in compliance with these Terms and all applicable laws.

8.2 Prohibited conduct. You agree not to: (i) attempt to access, probe, or tamper with another tenant’s data or account; (ii) use the Service to send fraudulent quotes, invoices, or communications; (iii) upload or transmit malware, viruses, or any harmful code; (iv) use the Service in a way that disrupts or degrades its performance for other users; (v) use the Service to collect, store, or process data in violation of applicable privacy or data protection laws; (vi) impersonate another person or entity; (vii) use automated means (bots, scrapers, crawlers) to access the Service except through our published APIs; or (viii) use the Service for any activity that is illegal under federal, state, or local law.

8.3 Enforcement. We may investigate suspected violations and may suspend or terminate your account if we reasonably determine that you have violated this Section 8. Where practicable, we will provide notice and an opportunity to cure before termination, but we reserve the right to act immediately if the violation poses a risk to the Service, other users, or third parties.

9. Confidentiality

9.1 Your business data. We treat Your Data as confidential. We will not disclose it to third parties except: (i) to our sub-processors listed in our Privacy Policy, solely to operate the Service; (ii) as required by law, regulation, or valid legal process; or (iii) with your written consent.

9.2 Legal process. If we receive a legal demand for Your Data, we will notify you before disclosure unless prohibited by law from doing so, so that you may seek a protective order or other remedy.

10. Third-Party Services

10.1 Integrations. The Service integrates with third-party services, including Stripe, Resend, Cloudflare R2, and Meilisearch. Your use of those services is governed by their respective terms and privacy policies, not these Terms.

10.2 No endorsement. Integration with a third-party service does not constitute an endorsement. We are not responsible for the performance, availability, or practices of any third-party service.

11. Disclaimers

11.1 As-is. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No guarantee of results. We do not warrant that the Service will meet your specific requirements, that quotes or invoices generated through the Service will be accurate or legally compliant in your jurisdiction, or that the Service will be uninterrupted, timely, secure, or error-free.

11.3 Your responsibility. You are solely responsible for the accuracy of the quotes, invoices, and other documents you create through the Service, and for complying with all applicable tax, licensing, and regulatory requirements related to your business.

12. Limitation of Liability

12.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUOTRA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO QUOTRA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions. The limitations in Sections 12.1 and 12.2 do not apply to: (i) either party’s indemnification obligations under Section 13; (ii) liability arising from a party’s willful misconduct or gross negligence; or (iii) your obligation to pay fees owed under Section 4.

12.4 Essential purpose. THE LIMITATIONS IN THIS SECTION 12 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

13.1 Your indemnification of Quotra. You agree to indemnify, defend, and hold harmless Quotra, 148FPS, LLC, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Your Data or your use of the Service; (ii) your violation of these Terms; (iii) your violation of any applicable law; or (iv) any dispute between you and your customers.

13.2 Our indemnification of you. Quotra will indemnify, defend, and hold harmless you from and against any third-party claim that the Service, as provided by us, infringes a valid United States patent, copyright, or trademark, provided that you: (i) promptly notify us in writing of the claim; (ii) give us sole control of the defense and settlement; and (iii) cooperate with us at our expense. If such a claim is made or is likely, we may, at our option, modify the Service to be non-infringing, procure a license for your continued use, or terminate your subscription and refund any prepaid fees for the unused portion.

13.3 Exclusions from IP indemnity. Section 13.2 does not apply to claims arising from: (i) your modification of the Service; (ii) your combination of the Service with products or services not provided by us; or (iii) your use of the Service in violation of these Terms.

14. Termination

14.1 By you. You may stop using the Service and cancel your subscription at any time under Section 4.5.

14.2 By us for cause. We may suspend or terminate your account immediately if: (i) you materially breach these Terms and fail to cure within 15 days after written notice; (ii) you breach Section 8 (Acceptable Use) in a way that poses an immediate risk; or (iii) you fail to pay fees that are more than 30 days overdue.

14.3 By us for any reason. We may terminate your account for any reason with 60 days’ written notice. If we do, we will refund any prepaid fees for the unused portion of your subscription.

14.4 Effect of termination. Upon termination: (i) your right to access the Service ends; (ii) you will have 90 days to export Your Data under Section 6.6, after which it will be permanently deleted in accordance with our Privacy Policy; and (iii) Sections 6.1, 7.1, 9, 11, 12, 13, 15, and 17 survive termination.

15. Dispute Resolution

15.1 Informal resolution first. Before initiating any formal proceeding, you agree to contact us at support@quotrashop.com and attempt to resolve the dispute informally for at least 30 days.

15.2 Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. A single arbitrator will conduct the arbitration in Houston, Texas.

15.3 Class action waiver. YOU AND QUOTRA EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.4 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

15.5 Small claims exception. Either party may bring an individual action in small claims court in the county where you reside (if in Texas) or in Harris County, Texas, if the claim qualifies.

15.6 Injunctive relief. Nothing in this Section 15 prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

16. Modifications to These Terms

16.1 Our right to modify. We may update these Terms from time to time. If we make a material change, we will provide at least 30 days’ notice by email or in-app notification before the change takes effect.

16.2 Acceptance. Your continued use of the Service after the effective date of a modification constitutes acceptance of the updated Terms. If you do not agree, you may cancel your subscription before the effective date under Section 4.5.

16.3 Non-material changes. We may make non-material changes (such as correcting typographical errors or updating contact information) at any time without advance notice.

17. Governing Law

17.1 Applicable law. These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

17.2 Venue. To the extent a dispute is not subject to arbitration under Section 15, the exclusive venue for any legal proceeding will be the state or federal courts located in Harris County, Texas, and both parties consent to personal jurisdiction in those courts.

18. General Provisions

18.1 Entire agreement. These Terms, together with the Privacy Policy and any order forms or plan descriptions referenced herein, constitute the entire agreement between you and Quotra regarding the Service and supersede all prior agreements, understandings, and communications.

18.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

18.3 No waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

18.4 Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.

18.5 Force majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or third-party service outages.

18.6 Notices. Notices to you may be sent to the email address associated with your account. Notices to us must be sent to support@quotrashop.com.

18.7 Relationship. These Terms do not create a partnership, joint venture, agency, or employment relationship between you and Quotra.

19. Contact

Questions about these Terms: support@quotrashop.com.