Please read these Terms and Conditions (“Agreement”) carefully before using the services because this Agreement constitutes a legally binding agreement between you (“Customer”) and Qurious.io, Inc. (“Company”).
This Agreement governs Customer’s use of the Company’s software, services, applications, and websites (“Service(s)”). Provision of the services is conditioned on, and Customer’s installation or use of the Services shall constitute, customer’s assent to the terms of this Agreement or of such existing separate written agreement to the exclusion of all other terms. Except as otherwise agreed in writing by the parties, this agreement is incorporated by reference to an order form or purchase order (“Order Form”) signed and executed by and between Customer and Company.
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with access to the Services described in the applicable Order Form. The Services are subject to modification, including, without limitation, to provide new features, implement new protocols, maintain compatibility with emerging standards, or comply with regulatory requirements, from time to time at Company’s discretion.
The Services provided by Company are intended to enable the Customer to transcribe, analyze, and share conversations conducted via phones or conference systems.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, organization, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any protection mechanisms in the Services, including without limitation any such mechanism used to restrict or control the functionality of the Services; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove or obfuscate any product identification, copyright, or other proprietary notice from any element of the Services or Software. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance business purposes and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer assumes full responsibility for use of the Services in accordance with this Agreement and with applicable local, state, federal, national, and international laws, regulations and treaties.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment.
Customer shall not at any time: (i) knowingly make any false or misleading representation with regard to or in connection with its use of Services, or (ii) use Services to engage in illegal or deceptive trade practices or make any other use of Services that could expose Company to any civil or criminal liability in any jurisdiction.
Customer may be permitted, through the functionality of the Services, to access the Services through a third party platform or to link its Services with its third party platform account (each such platform, “Third Party Platform”). If Customer accesses the Services through a Third Party Platform, it understands and agrees that information in its account on the Third Party Platform may be transferred or made available to Company during the term of this Agreement (“Third Party Platform Information”), and information in its Company account may be transferred or made available in its Third Party Platform account (and/or to the third party that controls the Third Party Platform), and Customer hereby consents to all such transfers and to Company using and exploiting the Third Party Platform Information in connection with its provision of the Services.
Customer may not access or use the Services if Customer is a direct competitor of Company, or for monitoring the Services’ availability, performance, or functionality, or for any other benchmarking or competitive purposes.
Customer will cooperate with Company in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required. Customer’s use of the Services may be limited to a certain number of users, as described in the Order Form; Customer will establish a username and password (or any other means required by Company) for verifying that only designated employees of the Customer have access to the Services as users under Customer’s account unless another means of verification is explicitly provided on the Order Form. Customer will be responsible for maintaining the security of all Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts with or without Customer’s knowledge or consent.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services as well as data provided or generated by Customer through ongoing use of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer acknowledges that Company may desire to use Customer’s name in press releases, case studies, product brochures, Company’s website and financial reports indicating that Customer is a customer of Company, and Customer agrees that Company may use its name and logo in such manner. Upon Company’s request, Customer shall provide Company with a quote from Customer regarding the Services, which Company may reasonably include in printed and electronic promotional materials and publications. Customer agrees to participate in press announcements, case studies, trade shows, or other forums reasonably requested by Company. Company is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion, including, without limitation, in its publicity and marketing materials.
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, testing, operational, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Company may share and retain such data at Company’s discretion.
Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services, and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by or on behalf of Customer relating to the Services (“Feedback”).
Customer hereby grants Company a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license to use all Customer Data as permitted by this Agreement.
Pursuant to the terms and conditions of this Agreement, Customer is hereby granted a limited, non-exclusive, non-transferable, revocable right to use the Services for its internal purposes only solely for the term of the Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, or any intellectual property rights. All rights not expressly granted herein are reserved by Company.
The Services are provided on a subscription basis. The term of the Customer’s subscription is set forth in the applicable Order Form (“Subscription Term”). Subscription fees for each Subscription Term (“Fees”) must be paid in full on or before the first day of the applicable Subscription Term. Customer shall pay all such Subscription Fees via the payment method set forth in the applicable Order Form. Payment obligations are non-cancellable and Fees paid are non-refundable. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
Company may automatically bill Customer’s payment method on or about the first day of each Subscription Term if Customer’s payment method allows for such automatic billing, and Customer has not opted out of such automatic billing in writing. To opt out of such automatic billing, Customer can contact Company directly. Company reserves the right to change the timing of such automatic billing.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.
Customer is responsible for keeping all payment information accurate and up-to-date. Failure to do so may prevent Company from collecting amounts due hereunder. Company may suspend access to the Services or any portion thereof if Customer is late in making any payment when due. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
Customer is responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with its activity in connection with the Services.
The term of this Agreement shall be as described in the applicable Order Form, unless earlier terminated as described in this Section 5 (“Term”). The Order Form may provide that the initial term of this Agreement (“Initial Term”) will automatically renew for an additional term that is equal in length to the Initial Term, and shall be automatically renewed in the same manner thereafter (each, a “Renewal Term”). Either party may prevent such auto-renewal by giving the other party ten (10) days written notice of its intent not to renew prior to the end of the then-current Initial or Renewal Term (as applicable).
Company may suspend or limit Customer’s access to or use of the Services if Customer’s use of the Services results in (or is likely to result in, in Company’s discretion) damage to or material degradation of the Services, which interferes with Company’s ability to provide access to the Services to other customers. If Company knows that Customer’s use is likely to result in such damage or degradation, Company will use reasonable efforts to provide Customer with notice, and work with Customer, prior to any such damage or degradation, in order to resolve the issue without resorting to suspension or limitation. Company may reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue with thirty (30) days of receipt of such notice.
In addition to any other remedies it may have, either party may also terminate this Agreement upon fifteen (15) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Company offers email and phone-based support. Customer may contact the support at email@example.com. Company does not make any promises regarding how quickly it will respond to a request for support, or that it will be able to fix any problems Customer may be having. Any suggestions by Company regarding use of the Services shall not be construed as a warranty.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. Customer shall defend, indemnify, and hold harmless Company, its affiliates, and each of its, and its affiliates, employees, contractors, directors, supplier and representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, arising from Customer’s actions in connection with any breach of this Agreement or unauthorized use of the Services or Software, including any claim that such actions violate any applicable law or third party right.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
January 28, 2018