Terms of Use

Effective Date: May 1, 2025
Last updated January 01, 2026

Thank you for your interest in Inquio, our virtual assistant (chatbot) quality assurance and analytics platform, available at https://inquio.ai and https://app.inquio.ai (the "Platform" and "Website").

These Terms of Use ("Terms") are a legally binding agreement between you and Inquio LLC, a Delaware limited liability company with its principal office at 8 The Green, Suite A, Dover, Delaware 19901 ("Inquio," "we," "us," or "our"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

Summary of Key Points

• The Platform is intended solely for business use. It is not available to consumers

• The Platform is provided as software-as-a-service (SaaS). We host it; you access it via the Website. You do not install or receive a copy of the software

• We form an agreement (the "Agreement") when we confirm your order or when both parties execute an individual written agreement (an "Order Form"). Within 5 business days of confirmation, we will create your administrator account ("Admin Account")

• If we enter into an Order Form, the Order Form controls to the extent it conflicts with these Terms

• A free trial period may be available after Admin Account creation. You can select your Subscription plan during setup or during the trial

• We strive for maximum uptime but cannot guarantee uninterrupted availability. Planned maintenance is conducted during off-peak hours. Specific SLA commitments require a separate agreement

• We take data protection seriously. Our processing of your personal data is described in our Privacy Policy. Processing of your end users' data is governed by our Data Processing Agreement ("DPA")

• Questions? Contact us at info@inquio.ai

1. Formation of the Agreement

1.1 These Terms

These Terms govern your access to and use of the Platform. They become an integral part of the Agreement formed between you and Inquio in accordance with Section 1.4 below. The Agreement is a binding legal contract between you and us.

1.2 Scope

Under the Agreement, we will make the Platform available to you as described on the Website. We may also provide additional services described in these Terms or agreed upon separately (e.g., enhanced support).

1.3 Acceptance

By using the Platform, clicking "I Agree," or executing an Order Form, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you have entered into a separate Order Form with us, its terms will prevail over these Terms to the extent of any conflict.

1.4 How the Agreement Is Formed

(a) Subscription Plans. We may offer one or more subscription tiers that vary by number of user accounts, features, or other parameters ("Subscription"). Current Subscription options are listed on the Website. We may modify available Subscriptions in accordance with Sections 5.4 and 7.3.

(b) Ordering. You select your preferred Subscription on the Website and complete the order form with accurate, current, and complete information.

(c) Order Confirmation. After you submit your order, we will send a confirmation to the email address you provided, which may include your access credentials. We reserve the right to decline any order, particularly if you have previously violated these Terms or applicable law.

(d) Provisioning. Following order confirmation (or concurrently with it), we will create your Admin Account within 5 business days. The Platform is accessible at https://app.inquio.ai.

(e) Effective Date. The Agreement becomes effective upon delivery of the order confirmation. However, your obligation to pay fees does not arise until the Platform is made available to you, or, if you are using a free trial, until the trial period expires.

(f) Free Trial. After Admin Account creation, we may provide a trial period at no charge. Current trial terms are available on the Website.

1.5 Order Forms

You may also gain access to the Platform by entering into an individually negotiated written Order Form with us. The Agreement is formed upon execution by both parties. Defined terms in these Terms have the same meaning in any Order Form unless otherwise specified.

1.6 Authority

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you lack such authority, you may not use the Platform.

1.7 Business Use Only

THE PLATFORM IS INTENDED SOLELY FOR BUSINESS AND COMMERCIAL USE. BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU ARE ACTING IN A BUSINESS CAPACITY AND NOT AS A CONSUMER. CONSUMER PROTECTION LAWS, INCLUDING BUT NOT LIMITED TO STATE CONSUMER PROTECTION STATUTES, MAY NOT APPLY.

2. Accounts

2.1 Additional Users

You may grant access to the Platform to your employees and authorized contractors by creating user accounts ("User Accounts") or read-only accounts ("Read-Only Accounts") through your Admin Account, subject to the License (Section 8). You are responsible for all activity conducted through User Accounts and Read-Only Accounts as if it were your own.

2.2 Restrictions

Unless otherwise agreed in writing, you may not maintain more than one Admin Account or enter into multiple Agreements with us. You may not create accounts for legal entities, and accounts may not be shared among multiple individuals. We reserve the right to suspend or terminate any accounts, or to terminate the Agreement, if you violate this Section.

2.3 Credentials

All accounts are secured with two-factor authentication. If we assign you an initial password, you must change it immediately. You must configure two-factor authentication upon first login. You must keep your credentials confidential and may not sell, lease, or otherwise transfer your accounts to any third party.

2.4 Accuracy of Information

You must keep your account information accurate and current. If inaccurate information prevents us from delivering notices or communications to you, any resulting consequences are your responsibility.

2.5 Compromised Accounts

If you suspect unauthorized access to any account (e.g., a leaked password), you must immediately change your credentials and notify us at info@inquio.ai. We will attempt to secure and restore access to the affected account.

2.6 Suspension and Termination

We may, at our sole discretion, temporarily or permanently suspend or terminate any account if you breach these Terms or applicable law. We may also terminate the Agreement entirely in such circumstances.

2.7 Limitation of Liability for Account Actions

We will not be liable for any damages arising from your failure to comply with this Section or from any suspension or termination of access under this Section.

3. Free Trial

3.1 Trial Period

After creating your Admin Account, we may offer you a trial period of access to the Platform at no charge ("Trial Period"). The duration and scope of the Trial Period will be posted on the Website.

3.2 Conversion to Paid Subscription

You may select a Subscription during account setup or at any time during the Trial Period. If you select a Subscription and do not cancel before the Trial Period ends, your selected Subscription will automatically activate and billing will commence. You may also end the Trial Period early by activating a paid Subscription at any time.

3.3 End of Trial

The Trial Period ends when any of the following occurs:

(a) You activate a paid Subscription

(b) The Trial Period expires

(c) You delete your Admin Account during the Trial Period

3.4 Data Deletion

If the Trial Period expires without conversion to a paid Subscription, or if you delete your Admin Account during the Trial Period, we will delete your Admin Account and all associated data.

3.5 One Trial Per Customer

Each customer is entitled to one Trial Period only. If we determine that you are abusing the trial to avoid paying fees, we reserve the right to terminate the trial, delete your Admin Account, and seek damages.

3.6 Terms Apply During Trial

All obligations and restrictions in these Terms apply in full during the Trial Period.

3.7 Changes to Trial Availability

We may modify or discontinue the free trial at any time. If a change to the Trial Period would result in a fee obligation, we will notify you in advance. We may terminate free access at any time, with or without cause.

4. Permitted and Prohibited Use

4.1 Permitted Use

You may use the Platform only for the purposes for which it is designed, as described on the Website and in these Terms, and in compliance with all applicable laws.

4.2 Insights Module

The "Insights" module analyzes your virtual assistants (chatbots), including user inputs and bot responses, to identify quality issues and recommend improvements. Because this analysis involves content from both you and your end users, you must comply with the content upload requirements in Section 4.3.

4.3 Responsibility for Uploaded Content

We do not actively monitor content you upload to the Platform. You are solely responsible for ensuring that all uploaded content complies with applicable law and does not infringe the rights of any third party. Uploading unlawful or infringing content is strictly prohibited. We reserve the right, but have no obligation, to monitor content, and if we become aware of a violation, we may remove the content and take appropriate action, including suspending or terminating your account and/or the Agreement.

4.4 Intellectual Property in the Platform

The Platform and its contents may be protected by copyright, trademark, and other intellectual property rights belonging to us or third parties. You may use them only as permitted by these Terms and the License granted in Section 8.

4.5 Prohibited Conduct

When using the Platform, you must not:

(a) Use the Platform in violation of these Terms or any applicable law

(b) Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform

(c) Circumvent, disable, or interfere with any security features of the Platform

(d) Rent, resell, sublicense, or otherwise provide access to the Platform to any third party (except as permitted under Section 2.1)

(e) Overload or unreasonably interfere with the Platform in a manner that could impair its performance or availability for other users

(f) Harass or interfere with other users of the Platform

4.6 System Requirements

The Platform may require a current version of a supported web browser. We recommend keeping your browser updated to the latest version. We are not responsible for Platform functionality issues caused by outdated browsers, operating systems, or unsupported environments.

5. Subscriptions and Payment

5.1 Subscription Plans

Available Subscription plans and their associated fees ("Fees") are listed on the Website. The method of calculating Fees is described on the Website.

5.2 Billing Period

Fees are payable in advance for each billing period (typically monthly or annual, the "Billing Period"), unless otherwise agreed or indicated on the Website.

5.3 Payment Methods

You will select a payment method from those available on the Website. Payment processing is handled by third-party payment processors and may be subject to their own terms. We may change available payment methods and processors at any time.

5.4 Changes by Us

We may modify Fees, Billing Periods, or the features included in any Subscription plan at any time, effective prospectively. Such changes will not affect your current, already-paid Billing Period. We will notify you of changes at least 15 days before the end of your current Billing Period, via the Platform and/or email. Your payment of the renewal Fee constitutes acceptance of the changes.

5.5 Cancellation

You may cancel your Subscription through your Admin Account at any time. After cancellation, you will retain access to the Platform through the end of your current Billing Period.

5.6 Changes by You

You may change your Subscription through your Admin Account:

(a) Downgrade (lower Fee). Takes effect at the beginning of the next Billing Period.

(b) Upgrade (higher Fee). Takes effect immediately. You will be charged a prorated amount for the difference between your current and new plan for the remainder of the current Billing Period.

5.7 Automatic Renewal

Unless you cancel before the end of your Billing Period, your Subscription will automatically renew on the same terms. We will notify you of each renewal. If your selected plan is no longer available, we will notify you at least 15 days before the end of the Billing Period in accordance with Section 5.4.

5.8 Non-Payment

If you fail to pay Fees when due (including due to a failed automatic payment), we may suspend your access to the Platform. We are not liable for any damages resulting from such suspension.

5.9 Taxes

All Fees are exclusive of applicable taxes. You are responsible for all sales, use, and other taxes imposed by any federal, state, or local taxing authority in connection with your use of the Platform, excluding taxes based on Inquio's income.

5.10 No Refunds

Except as expressly stated in these Terms, Fees for any unused portion of a Subscription are non-refundable.

6. Availability and Support

6.1 No Guarantee of Uninterrupted Service

We use commercially reasonable efforts to maximize the availability of the Platform, but we do not guarantee uninterrupted or error-free access.

6.2 Service Level Commitments

Specific uptime guarantees, if any, will be set forth in your Subscription plan or a separate Order Form or SLA agreement.

6.3 Scheduled Maintenance

We may perform scheduled maintenance to update the Platform. Scheduled maintenance does not count against any uptime guarantee, provided we give you advance notice and perform maintenance during off-peak hours (typically 8:00 PM to 6:00 AM CET/CEST, or the equivalent US time zone window as specified in your Order Form).

6.4 Exceptions to Availability

Even where we commit to specific uptime levels, we are not responsible for unavailability caused by:

(a) Your use of unsupported devices, software, or services

(b) Use of the Platform in a manner not permitted by these Terms

(c) Actions or omissions of third parties, including internet service providers, cyberattacks, malware, or force majeure events (e.g., natural disasters, war, epidemics, civil unrest, government action, power outages, telecommunications failures)

(d) Your breach of these Terms, including non-payment of Fees

6.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from events beyond its reasonable control. For the avoidance of doubt, force majeure events include, without limitation, acts of God, war, terrorism, epidemics, pandemics, government orders, labor disputes, power failures, internet disruptions, and cyberattacks.

6.6 Bug Reports and Support

You may report issues via the Platform or by emailing info@inquio.ai. Standard support is provided at no additional charge in English, with a target response time of 2 business days. Enhanced support levels must be negotiated separately.

7. Updates and Changes

7.1 Updates

We are committed to continuously improving the Platform. However, we do not guarantee the frequency or scope of any updates. During the term of the Agreement, we will provide updates that are necessary for the continued functioning of the Platform.

7.2 Delivery of Updates

Because the Platform is provided as SaaS, all updates are installed on our servers. You have no right to any specific version of the Platform.

7.3 Changes to the Platform

We may, at our sole discretion and without prior notice, modify, update, add, or remove features of the Platform. If such a change materially impairs your ability to use the Platform for its intended purpose, you may terminate the Agreement under Section 10.3. We will use commercially reasonable efforts to provide advance notice of any materially adverse changes.

7.4 Changes to These Terms

We may amend these Terms from time to time. We will notify you of any material changes via email and/or in-app notification. You may reject changes by providing written notice (including email) to us, which will result in termination of the Agreement effective as of the date the amended Terms take effect. Your continued use of the Platform after the effective date of amended Terms constitutes acceptance.

7.5 Pro-Rata Refund

If the Agreement is terminated under Section 7.3 (material change to Platform) or Section 7.4 (rejection of amended Terms), you are entitled to a pro-rata refund of prepaid Fees for the unused portion of the current Billing Period.

8. Intellectual Property

8.1 Ownership

The Platform, including all software, content, trademarks, and other intellectual property, is and remains the sole property of Inquio (or its licensors). All rights not expressly granted to you under these Terms are reserved.

8.2 SaaS Model

The Platform is provided on a SaaS basis. You receive a right to access and use the Platform in accordance with these Terms. You do not acquire any ownership of or license to the underlying software, except as expressly stated in Section 8.3.

8.3 License Grant

To the extent a license is required under applicable law for your use of the Platform, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Platform during the term of the Agreement, solely for your internal business purposes, in accordance with these Terms and the features included in your Subscription ("License"). The License does not include the right to reproduce, distribute, modify, publicly display, or create derivative works of the Platform. This License also applies to any client software (e.g., desktop or mobile applications) that we may provide for accessing the Platform.

8.4 Supplemental Software and Documentation

Any additional software or documentation we provide alongside the Platform is subject to these same Terms, except for third-party software ("Third-Party Software") that you may connect via API, which is governed by its own terms.

8.5 Delivery Method

These Terms apply regardless of the method through which we deliver the Platform (e.g., web application, downloadable client, mobile application).

8.6 Feedback

If you provide us with any suggestions, ideas, feedback, bug reports, or other information regarding the Platform ("Feedback"), you acknowledge that such Feedback is non-confidential and you hereby assign to Inquio all right, title, and interest in and to such Feedback, including all intellectual property rights therein. We may use and disclose Feedback for any lawful purpose without obligation to you. You represent and warrant that you have the right to provide such Feedback and that it does not violate the rights of any third party.

9. Disclaimers, Limitation of Liability, and Indemnification

9.1 Warranty Claims

If the Platform does not perform materially in accordance with the Agreement, you may submit a warranty claim. Your sole and exclusive remedies are: (a) a reduction in Fees, or (b) termination of the Agreement with a refund of prepaid Fees for the unused portion of the current Billing Period. The choice of remedy is ours.

9.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED ACCESS. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. UNLESS WE HAVE COMMITTED TO A SPECIFIC SERVICE LEVEL, WE HAVE NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, OR NEW VERSIONS (EXCEPT AS SET FORTH IN SECTION 7.1).

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INQUIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE AGREEMENT, THE PLATFORM, OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INQUIO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INQUIO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.5 Local Compliance

We do not represent or warrant that the Platform complies with the laws of every jurisdiction. If you use the Platform in a jurisdiction where such use violates local law, you are solely responsible for any resulting liability.

9.6 Third-Party Services

We may use third-party service providers for hosting, payment processing, analytics, and other functions. Your use of the Platform may be subject to the terms of those third parties.

9.7 Third-Party Software

We are not responsible for any Third-Party Software that you connect to the Platform via API. The provider of such Third-Party Software is solely responsible for its functionality and any resulting damages.

9.8 Specific Disclaimers

Without limiting the foregoing, we specifically disclaim liability for:

(a) Unauthorized access to our servers or any personal or financial data stored therein

(b) Interruption or cessation of data transmission to or from the Platform

(c) Any payments, transactions, or transfers you make through the Platform (responsibility lies with the applicable payment processor)

(d) Any claims by your customers or end users arising from services you provide using the Platform

(e) Inability to use the Platform due to inadequate hardware or software on your end

9.9 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Inquio and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your use of the Platform

(b) Your breach of these Terms

(c) Any misrepresentation by you

(d) Your violation of the rights of any third party, including but not limited to intellectual property rights, privacy rights, and defamation claims

(e) Any intentional act or omission by you that harms Inquio

(f) Your interactions with any other user of the Platform

9.10 Exceptions

The limitations and exclusions of liability in this Section do not apply to damages caused by our gross negligence, willful misconduct, or fraud.

9.11 Defense of Claims

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with us in the defense of such claims. We will use reasonable efforts to notify you of any such claim promptly upon becoming aware of it.

10. Term and Termination

10.1 Term

The Agreement remains in effect until terminated. The Agreement may be terminated by:

(a) Either party's termination for convenience or for cause

(b) Your cancellation of the Subscription and deletion of your Admin Account

(c) Our deletion of your Admin Account as permitted under these Terms

(d) Dissolution or liquidation of either party

10.2 Termination for Convenience

You may terminate the Agreement at any time by canceling the auto-renewal of your Subscription. The Agreement will terminate at the end of the current Billing Period. We may terminate the Agreement for any reason upon notice to you, effective at the end of the Billing Period following the then-current Billing Period. If we terminate for convenience, you are entitled to a refund of prepaid Fees for the remaining portion of your Billing Period.

10.3 Termination for Cause (by You)

You may terminate the Agreement immediately upon written notice if we materially breach our obligations under these Terms and fail to cure such breach within 30 days of receiving written notice specifying the breach. Material breach includes, without limitation, the Platform being rendered unusable for its intended purpose.

10.4 Termination for Cause (by Us)

We may terminate the Agreement immediately upon written notice if you materially breach your obligations under these Terms, including without limitation:

(a) Lack of authority to enter into the Agreement (Section 1.6)

(b) Violation of account rules (Section 2)

(c) Prohibited use of the Platform (Sections 4.3 and 4.5)

(d) Infringement of our intellectual property rights (Section 8)

10.5 Effect of Termination

Termination is effective upon delivery of written notice (including email) to the other party stating the grounds for termination. Termination operates prospectively only; neither party is required to refund amounts already paid and earned prior to the effective date of termination, except as otherwise provided in these Terms.

10.6 Account Deletion

You may cancel your Subscription or delete your Admin Account through the Admin Account settings. Cancellation of the Subscription constitutes termination effective at the end of the current Billing Period. Deletion of the Admin Account constitutes immediate termination. For the avoidance of doubt, deleting an individual User Account or Read-Only Account does not terminate the Agreement.

10.7 Inactivity

We may delete an Admin Account that has been inactive for more than 24 months and has no active paid Subscription.

10.8 Survival

Sections 8 (Intellectual Property), 9 (Disclaimers, Limitation of Liability, and Indemnification), 11 (Dispute Resolution), and 12 (General Provisions) will survive termination or expiration of the Agreement.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement and these Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

11.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation for a period of at least 30 days after written notice of the dispute.

11.3 Arbitration

IF INFORMAL RESOLUTION IS UNSUCCESSFUL, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, WILL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR AND WILL TAKE PLACE IN WILMINGTON, DELAWARE (OR REMOTELY, BY AGREEMENT OF THE PARTIES). THE ARBITRATOR'S AWARD WILL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

11.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND INQUIO EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

11.5 Small Claims Exception

Notwithstanding the arbitration provision above, either party may bring an individual action in small claims court if the claim falls within that court's jurisdiction.

11.6 Equitable Relief

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

12. Data Protection

12.1 Privacy

Both parties agree to comply with all applicable data protection laws, including without limitation applicable U.S. federal and state privacy laws (e.g., the California Consumer Privacy Act, as amended by the CPRA, and similar state laws) and, to the extent applicable, the EU General Data Protection Regulation ("GDPR"). Our processing of your personal data is described in our Privacy Policy, available on the Website.

12.2 Data Processing Agreement

To the extent we process personal data on your behalf in connection with the Platform: (i) you are the data controller (or business, under US privacy law) and we are the data processor (or service provider); or (ii) if you are yourself a processor, we act as a sub-processor. Such processing is governed by our Data Processing Agreement ("DPA"), available on the Website.

13. General Provisions

13.1 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, without your consent.

13.2 Electronic Communications

You consent to receiving communications from us electronically, including via the email address associated with your Admin Account. Electronic communications satisfy any legal requirement that communications be in writing.

13.3 Entire Agreement

These Terms, together with any Order Form, the Privacy Policy, and the DPA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether oral or written.

13.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

13.5 Waiver

The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce the provision in the future.

13.6 Notices

All notices required or permitted under this Agreement must be in writing and will be deemed delivered when sent by email to the addresses specified in the Admin Account (for notices to you) or to info@inquio.ai (for notices to us).

13.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.8 Headings

Section headings are for convenience only and have no legal effect.

13.9 Export Compliance

You agree to comply with all applicable U.S. export control and sanctions laws and regulations in connection with your use of the Platform. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo, and that you are not on any U.S. government restricted party list.

13.10 U.S. Government Users

If you are a U.S. government entity, the Platform is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §2.101, and use, reproduction, and disclosure are subject to the terms of this Agreement.