Terms of Service
Effective Date: July 1, 2023
Last Updated: January 24, 2025
Querio Ltd. Terms of Service
These Terms of Service ("Terms") govern access to and use of the software and services provided by Querio Ltd. ("Querio," "we," "us," or "our") (collectively, the "Services"). By creating an account, purchasing a subscription, or otherwise using the Services, the entity or person agreeing to these Terms ("Customer," "you") accepts and agrees to them.
If you register using a corporate email domain, your employer or organization is the Customer and may manage the account (including role assignments). If you register with a personal email for your own use, you are the Customer and account administrator.
Use of the Services is also subject to our Privacy Policy and (if applicable) our Data Processing Addendum (DPA), each incorporated by reference.
1 - Accounts & Acceptable Use
1.1 Account Registration. You must provide accurate information and keep your credentials confidential. You are responsible for activities under your account. Notify us at hello@querio.ai of any unauthorized access.
1.2 End Users. You are responsible for your end users’ compliance with these Terms and for setting and enforcing any internal policies relevant to your use of the Services.
1.3 Concurrent Sessions. We may limit concurrent sessions per user to mitigate suspected license sharing or abuse.
1.4 Acceptable Use. You and your end users will not: (a) access non‑public areas of the Services or our systems; (b) probe, scan, or test vulnerabilities or circumvent security or access controls; (c) interfere with or disrupt the Services (e.g., by overloading, spamming, or distributing malware); (d) use non‑public interfaces; (e) send unsolicited or unlawful communications; (f) impersonate others; or (g) use the Services for illegal, harmful, or deceptive activities.
1.5 Enforcement. We may suspend or terminate accounts to prevent harm or address violations, with notice where reasonable.
2 - Customer Data
2.1 Ownership. As between the parties, Customer owns all content, data, files, and materials submitted to or processed by the Services ("Customer Data").
2.2 License to Querio. Customer grants Querio a worldwide, non‑exclusive, non‑transferable (except as permitted in Section 12) license to host, copy, process, transmit, and display Customer Data as reasonably necessary to provide and maintain the Services, prevent or address service or security issues, comply with law, and as otherwise permitted in writing by Customer.
2.3 Responsibility. Customer is solely responsible for Customer Data and for obtaining all rights and consents necessary for its submission and use with the Services.
3 - Use of Third-Party Services
The Services may interoperate with third‑party applications or services ("Third‑Party Services"). Customer’s use of Third‑Party Services is governed by the third party’s terms and privacy policies. To the extent Customer enables access to Customer Data by a Third‑Party Service, Querio is not responsible for that provider’s acts or omissions.
4 - Querio AI
4.1 Overview. Some features use artificial intelligence and large language models ("LLMs") provided by trusted providers and Querio’s own models.
4.2 Processing. LLM providers may act as sub‑processors to process limited Customer Data as necessary to deliver the AI features, subject to the DPA where applicable. Hosting may occur in the United States or other locations disclosed in our sub‑processors list.
4.3 Inputs & Outputs. Prompts or data you submit ("Inputs") and generated results ("Outputs") are Customer Data. Similar outputs may be generated for others.
4.4 Use Caution. Outputs may contain inaccuracies. Do not rely on Outputs without appropriate review.
4.5 Restrictions. You will not use the AI features to violate laws or third‑party terms, to build competing models, or to attempt to extract underlying systems or data except as permitted by law.
4.6 Safeguards. Querio may monitor, rate‑limit, or suspend AI features to protect the security and integrity of the Services.
5 - Fees
5.1 Plans. Access is provided on a paid subscription basis. Fees are billed in advance and are non‑refundable except as expressly stated in these Terms.
5.2 Renewals. Subscriptions renew automatically for the same term unless cancelled at least 30 days before renewal. By subscribing, you authorize us to charge the applicable fees to your payment method at renewal.
5.3 Usage & Adjustments. We may review usage (e.g., seats, connections, queries) and invoice prorated fees for increases during a term.
5.4 Taxes. Fees exclude taxes; you are responsible for applicable taxes, excluding our income taxes.
5.5 Late Payments. Overdue, undisputed amounts may accrue the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services until amounts are paid.
6 - Term and Termination
Either party may terminate for material breach not cured within 20 days after notice, or if the other party ceases operations or is subject to insolvency proceedings not dismissed within 60 days. Upon termination or expiration, your account may be deactivated. Sections 7–12 survive.
7 - Querio's Responsibilities
7.1
Providing the Services. Querio will make the Services available to Customer and its End Users as described in these Terms.
7.2
Protecting the Customer Content. Querio will maintain industry-standard administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion or disclosure of the Customer Content and will ensure that third-party service providers utilized by Querio in connection with its delivery of the Services do the same. If Customer Content includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”), if such Customer Content is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, and/or if Customer Content includes personal information as defined by the California Consumer Privacy Act of 2018 (the “CCPA”), then the terms of the Querio Data Processing Addendum shall apply to such personal data and be incorporated into these Terms upon the execution and submission of the Querio Data Processing Addendum by Customer in accordance with its terms.
7.3
The European Union’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) provide individuals in certain circumstances with rights to, among other things, access, delete and make corrections to their personal data. Querio's commitment to meeting these obligations can be found in its Privacy Policy.
8 - Confidentiality
8.1
In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, Customer Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Service (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
8.2
Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.
8.3
The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the receiving party will, if lawfully permitted to do so, provide the disclosing party with notice in a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If Querio is compelled by law to access or disclose Customer’s Confidential Information as part of a civil proceeding to which Customer is a party, Customer will reimburse Querio for the reasonable costs of compiling and providing secure access to such Confidential Information.
9 - Intellectual Property
As between Querio and Customer, Querio owns all intellectual property rights in and to the Service (excluding only the Customer Content) and all trademarks, logos and service marks utilized by Querio in connection with the delivery of the Service. Querio grants you a non-sublicensable, non-transferrable, non-exclusive, limited license to use the object code version of the Service solely as necessary to use the Service in accordance with these Terms. All rights not expressly granted by this license are hereby retained by Querio and you may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service.
10 - Disclaimer of Warranties
The Services and related information are provided “as is” and “as available.” Querio disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non‑infringement. We do not warrant that the Services will be uninterrupted or error‑free.
11 - Limitation of Liability
To the maximum extent permitted by law: (a) neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or lost profits/revenues; and (b) each party’s aggregate liability arising out of these Terms will not exceed the amounts paid or payable by Customer to Querio for the Services in the 12 months before the event giving rise to liability. These limits apply even if a remedy fails of its essential purpose.
12 - General
12.1 Export. Customer will comply with applicable export and sanctions laws and will not permit access or use from embargoed regions in violation of law.
12.2 Publicity. We may use Customer’s name and logo in our customer lists and marketing materials. You may opt out by emailing hello@querio.ai.
12.3 Assignment. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any non‑permitted assignment is void.
12.4 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
12.5 Notices. Notices to Querio: hello@querio.ai and 2505 South Rainbow Ranch Road, Wimberley, Texas, 78676, USA. General notices may be provided in‑app or by email.
12.6 Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created. No third‑party beneficiaries.
12.7 Modifications. We may update these Terms by posting the revised version. Material changes will be notified in advance. Continued use after the effective date constitutes acceptance.
12.8 Governing Law; Dispute Resolution. These Terms are governed by the laws of the State of Texas (without regard to conflicts of laws). Any dispute will be resolved exclusively by binding arbitration administered by JAMS under its then‑current rules, conducted in Austin, Texas, in English, before a single arbitrator. Class actions and jury trials are waived. Judgment on the award may be entered in any court with jurisdiction.
13 - Beta Features
Beta or pre‑release features may be offered on an "as is" basis and may be modified or discontinued at any time.
14 - Indemnification Obligations
14.1
Customer will indemnify Querio and its subsidiaries, affiliates, officers, employees and agents (the “Querio Parties”) from and against any third party claim, action, suit, proceeding or demand arising from or related to Customer’s or any End User’s violation of these Terms and will indemnify the Querio Parties for all damages finally awarded against the Querio Parties in connection with or as a result of such claim or any amounts paid by Querio under a settlement approved by Customer, including reasonable attorneys’ fees incurred in connection with the defense or settlement of such claim. This section states Customer’s sole liability with respect to, and the Querio Parties’ exclusive remedy against Customer for, any such claim.
14.2
Querio will indemnify Customer and its subsidiaries, affiliates, officers, employees and agents (the “Customer Parties”) from and against any third party claim alleging that the Service violates the intellectual property rights of such third party and will indemnify the Customer Parties for all damages finally awarded against the Customer Parties in connection with or as a result of such claim or any amounts paid by Customer under a settlement approved by Querio, including reasonable attorneys’ fees incurred in connection with the defense or settlement of such claim. Notwithstanding the foregoing, Querio shall not be required to indemnify Customer hereunder to the extent the claim against Customer arises from (a) Customer or any Customer End User’s use of the Service in a manner that violates these Terms; or (b) use of the Service in a modified form or in combination with any third party product, service or content not furnished to Customer by Querio.
14.3
If the Service becomes, or in Querio's reasonable judgment is likely to become, the subject of a claim of infringement, then Querio may in its sole discretion: (a) obtain the right, at Querio's expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If Querio, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Querio may suspend or terminate Customer’s use of the Service, in which case Querio's sole liability (in addition to its indemnification obligations above) shall be to provide Customer with a pro-rated refund of prepaid but unused fees applicable to the remaining portion of Customer’s current subscription term. Subsections (b) above and this subsection (c) state Querio's sole liability with respect to, and Customer Parties’ exclusive remedy against Querio for, any infringement claim.
14.4
The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with all information and assistance reasonably requested and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under these Terms only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.
15 - Modifications
Querio reserves the right to update or modify these Terms from time to time as our business evolves by posting an updated version of these Terms on our website. This includes the right to modify the services included on Free trial plans and the plans themselves. If, in our sole discretion, we believe that the modifications being made are material, we will notify You (email to suffice) prior to the change taking effect. By continuing to utilize the Service after the effective date of any update to these Terms, Customer will be deemed to have accepted such update.
