Terms of Use

These Terms of Use (“Agreement”) is a legally binding contract between SharpQuest, Inc., with its principal place of business at 850 Stephenson Hwy, Suite 102, Troy, MI (“SharpQuest”), and you, the customer (“Customer” or “You”).

This Agreement becomes effective upon earliest of the following events:

Customer signing up an Order Form or issuing a Purchase Order or paying an invoice to SharpǪuest, Inc. for the use of its DǪuest.AI platform.
Customer signing up on the website https://app.dǪuest.ai for any of the available plans – Community User, Pilot User or Enterprise User
Customer Logging into the website https://app.dǪuest.ai

This Agreement with any additional purchase order if applicable, comprises the full and exclusive understanding between SharpǪuest and Customer regarding the access to and use of the dǪuest.AI platform provided by SharpǪuest to Customer, and it supersedes all prior and contemporaneous agreements or understandings, whether written or oral.

SharpQuest retains the right to amend this Agreement at any time. Your continued use of the dQuest.AI platform after any such changes have been made constitute your acceptance of the revised terms.

DEFINITIONS
1. “Affiliate” means any present or future entity controlled by, or under common control with a party.
2. “Platform” means the dQuest.AI application platform developed by SharpQuest, Inc.
3. “Users” means any persons who are authorized by Customer to use the dQuest.AI platform, and who have been supplied user identifications and passwords by Customer (or by SharpQuest at Customer’s request), which may include but are not limited to employees, officers, directors, consultants and auditors of Customer.
4. “Community Users” means any individual using the platform for non-commercial and research purpose to provide feedback and improve the overall capabilities of the dQuest.AI platform. Community users are not to use the platform for commercial purpose and cannot integrate it in any commercial solution without written consent of SharpQuest. Community users are not to publish any negative feedback about the platform that could harm the business of SharpQuest. SharpQuest reserves the right to discontinue or ban such users from using the platform and use their usage information in any manner dimmed necessary.
5. “Pilot Users” or “Enterprise Users” means any individual or organization using the platform for commercial, non-commercial or research purpose. Pilot users are permitted to integrate the platform in other commercial solutions or products by informing SharpQuest. Pilot users are not to publish any negative feedback about the platform, without first informing SharpQuest, that could harm the business of SharpQuest. SharpQuest reserves the right to discontinue or ban such users from using the platform.
SERVICES AND SUPPORT
1. Subject to the terms of this Agreement and any applicable Purchase Orders, SharpǪuest will provide Customer the access to dǪuest.AI platform in accordance with the Service Level Terms and technical support services (Exhibit A), Data Processing Addendum (Exhibit B), Standard Contractual Clauses (Exhibit C), and Artificial Intelligence Addendum (Exhibit D).
  Unless otherwise provided in a Purchase Order, the dǪuest.AI platform and support services are provided on a non-exclusive basis.
2. Customer may order access to the dQuest.AI platform by signing up for an available usage plan (Community User, Pilot User or Enterprise). SharpQuest will provide access to the dQuest.AI platform specified in the usage plan during the term as per the sign up and subscription payment. Upon execution, each sign up request will become effective and incorporate this Agreement.
PAYMENT OF FEES
1. Customer will pay SharpQuest the then applicable fees described in the Purchase Order for the dQuest.AI Platform in accordance with the terms therein (“Fees”). Unless otherwise provided in a Purchase Order, all Fees are quoted and payable in United States dollars. SharpQuest reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term, upon sixty (60) days prior notice to Customer (which may be sent by email).
2. Unless otherwise stated, the fees described in the Purchase Order are based on the number of Pages of documents, number of API calls and number of Email Inboxes mentioned in the Purchase Order (“Usage Capacity”). Usage Capacity is monthly and Unused Usage Capacity will not roll over to next month or future Subscription Terms. If Customer’s actual usage of the Platform during a Month exceeds the purchased Usage Capacity, Customer will be charged for the excess usage at the rates set forth in the applicable Purchase Order without any discounts.
3. Unless otherwise stated, SharpǪuest’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.If SharpǪuest has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides SharpǪuest with a valid tax exemption certificate authorized by the appropriate taxing authority.SharpǪuest is solely responsible for taxes assessable against it based on its income, property and employees.
CONFIDENTIALITY
1. 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 “Confidential Information” of the Disclosing Party).
  Confidential Information of SharpǪuest includes non-public information regarding features and functionality of the dǪuest.AI platform and performance of its custom development or implementation services.
  Customer’s Confidential Information includes Customer Data (as defined in the AI Addendum).
  The 1 Receiving Party agrees:
  1. to take reasonable precautions to protect such Confidential Information, and
  2. not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information other than its representatives.
  The Disclosing Party agrees that the foregoing will not apply with respect to any Confidential Information after five (5) years following the disclosure thereof or any information that
  1. is or becomes publicly available without breach of this Agreement by the Receiving Party or any of its representatives;
  2. was in the possession of the Receiving Party or any of its representatives prior to disclosure hereunder;
  3. is lawfully acquired by the Receiving Party or any of its representatives from a source not known by the Receiving Party or such representative to have violated any contractual or legal obligation of confidentiality to the Disclosing Party in its disclosure of such information, or
  4. is or was independently developed by the Receiving Party or any of its representatives without use of or reference to any Confidential Information.
  Confidential Information may be disclosed if required by applicable law, in which case the Receiving Party will, unless prohibited by applicable law, provide prompt prior written notice to the Disclosing Party and will limit such disclosure to only that information which must be disclosed.
TERM AND TERMINATION
1. This Agreement is for the Initial Subscription Term as specified in the Purchase Order and all Subscription Terms under individual Purchase Orders entered into between Customer and SharpǪuest on or after the date hereof. Each Purchase Order will automatically renew for additional successive 12-month periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
2. Either party may terminate this Agreement if the other party
  1. materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or
  2. becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    If Customer terminates this Agreement for material breach, SharpǪuest agrees to promptly refund to Customer any pre-paid fees, pro-rated for the remainder of the term of this Agreement.
  3. Termination of this Agreement will terminate any outstanding Purchase Oders. 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, limitations of liability, and indemnification.
CUSTOMER’S RIGHTS AND RESPONSIBILITIES
1. Customer will retain ownership of all Customer Confidential Information, including but not limited to Customer Data.
2. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Plaform; modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by SharpǪuest or authorized within the Platform); copy any features, functions or graphics of the Platform; permit any third party to access the Platform except as permitted herein or in a Purchase Order; publish any benchmarking results relating to the Platform; access or use the Platform for any purpose other than its own internal use; use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
3. Customer will be responsible for obtaining and maintaining any equipment and ancillary services required to access and use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of the Equipment, and for all uses of the Equipment with or without Customer’s knowledge or consent.
4. Customer and Users will use the Platform only in compliance with all applicable laws and regulations and this Agreement. Customer and Users will not use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material or information. If Customer becomes aware of any violation of Customer’s obligations under this Agreement by any User, Customer will promptly notify SharpǪuest.
SharpǪuest’S RIGHTS AND RESPONSIBILITIES
1. SharpǪuest will own and retain all right, title and interest in and to
  1. the Platform, all improvements, enhancements or modifications thereto,
  2. any software, applications, inventions or other technology developed in connection with the Platform and technical support services, and
  3. any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Platform or technical support services (“Feedback”) provided that Feedback will not contain any Insulated Information (as defined in the AI Addendum).
2. SharpǪuest may
  1. collect and analyze information relating to the provision, use and performance of the Platform and related systems and technologies (“Usage Data”),
  2. use Usage Data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other SharpQuest offerings, and
  3. disclose Usage Data solely in aggregate or other anonymized, unidentifiable form in connection with its business, provided that Usage Data will not contain any Insulated Information.
3. SharpQuest will have the right to monitor Customer’s use of the Platform to verify compliance with this Agreement. SharpQuest may also use the Platform to perform such monitoring and enforce the restrictions on Customer’s use of the Platform herein.
WARRANTY AND DISCLAIMER
1. Each party represents and warrants to the other that it has the full authority and power to enter into and perform its obligations under this Agreement, and that the execution and performance of this Agreement does not and will not conflict with or violate any agreement, order or legal process to which such party is subject, nor require the consent of any government authority, corporation, limited liability company, partnership, organization, association or other legal entity.
2. SharpQuest warrants to Customer that the Platform will operate substantially in accordance with its documentation. SharpQuest will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform and will perform onboarding services in a professional and workmanlike manner.
  dQuest.AI Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SharpQuest or by third-party providers, or because of other causes beyond SharpQuest’s reasonable control, but SharpQuest will use reasonable efforts to provide advance notice in writing (e-mail or in-app notifications) of any scheduled service disruption.
  The dQuest.AI platform is industry agnostic and can be used in any industry as per the use case observed by the Customer. Regardless of its usage, SharpQuest or its platform does not provide any legal or medical advice and any output from the platform should not be taken as an advise from SharpQuest or its affiliates. Customer agrees that it is its sole responsibility to ensure the accuracy and completeness of the final product. Customer’s sole remedy for a breach of any warranty set forth in this Agreement will be as provided in the “Term and Termination” section of this Agreement.
  HOWEVER, SHARPQUEST DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND ONBOARDING 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.
LIMITATION OF LIABILITY
1. Except for bodily injury of a person, neither party nor its suppliers (including but not limited to equipment and technology suppliers), officers, affiliates, representatives, contractors and employees will be responsible or liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other theory:
  1. 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;
  2. For any indirect, exemplary, incidental, special or consequential damages;
  3. For any matter beyond a party’s reasonable control; or
  4. For any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to sharpquest 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 such party has been advised of the possibility of such damages. Notwithstanding the foregoing, no limitation or exclusion of liability will apply with respect to any claims based on breach of confidentiality or on fraud, gross negligence or willful misconduct.
INDEMNITY
1. SharpQuest will defend and indemnify Customer and its Affiliates from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a third party claim, action or proceeding alleging that the Platform, or the use thereof as permitted by this Agreement, infringes or otherwise violates any intellectual property rights or applicable law.
2. Customer will defend and indemnify SharpQuest and its Affiliates from and against losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a third party claim, action or proceeding alleging that Customer’s or a User’s use of the Platform in violation of this Agreement infringes or otherwise violates any intellectual property rights or applicable law.
3. The indemnified party will give the indemnifying party prompt written notice of any claim. The indemnifying party has the right to control the defense or settlement of the claim; provided, however, that the indemnifying party may not settle any claim if it imposes any liability or obligation on the indemnified party or its Affiliates without the indemnified party’s prior written consent. This Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim, action or proceeding described in this section.
MISCELLANEOUS
1. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
2. This Agreement may be executed in counterparts, which taken together will form one legal instrument. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all prior and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Purchase Order, the terms of such exhibit, addendum or Purchase Order will prevail.
  Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
3. The parties are independent contractors. No agency, partnership, joint venture, fiduciary or employment is created as a result of this Agreement and Customer does not have any authority to bind SharpQuest whatsoever. In any action relating to this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
4. SharpQuest may, in its discretion, use SharpQuest Affiliates and/or subcontract third parties (each a “SharpQuest Subcontractor”), in each case within or outside of the United States. SharpQuest may provide information relevant to this Agreement to SharpQuest Affiliates and/or SharpQuest Subcontractors for the Services and/or for internal administrative and regulatory compliance purposes. All information will be shared subject to the confidentiality provisions in this Agreement. SharpQuest will be solely responsible for the provision of the Platform (including those performed by SharpQuest Affiliates or SharpQuest Subcontractors).
5. Neither party may assign this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed; provided, however, that a party may assign this Agreement
  1. to any Affiliate;
  2. in connection with a merger or sale of all or substantially all of its stock or assets; or
  3. in connection with any divestiture or spin-off of any entity or division, business unit or department within an entity.
  Any other purported assignment will be void. This Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
6. Neither party will be liable for or considered in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of fire, strike, war, terrorism, insurrection, government restriction or prohibition, pandemic disease, or any other causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
7. Subject to Customer’s prior consent, SharpQuest may use Customer’s name and logo for marketing purposes and generally refer to Customer as SharpQuest’s customer. If Customer grants such consent, SharpQuest will enjoy a limited license to certain specified copyrighted material and/or trademarks that protect Customer’s logo.
8. This Agreement will be governed by the laws of Michigan without regard to its conflict of law provisions. All disputes and legal proceedings related to this Agreement will be maintained in state and federal courts located in Michigan and the parties consent to the personal jurisdiction of such courts. Each party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

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