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Quri Terms of Service
Effective: January 25, 2024
This Terms of Service Agreement (“Agreement”) is entered into by and between Quri, LLC, a limited liability company with its principal place of business at 700 Shadow Ln, Ste 430, Las Vegas, NV 89106 (“Provider”), and the user (“User”) of the Quri's SaaS web-app products (“Service”).
1. Software and Services.
1.1 Service Access. Quri delivers a comprehensive suite of software applications and AI-driven services, accessible via Internet-hosted servers, either owned or operated by Quri. These offerings are designed to facilitate the management and operational efficiency of clinical trials through advanced technology solutions. The term "Services" refers to all current and future AIdriven services and software applications provided by Quri, which are licensed to the Customer under this agreement. Each specific service is detailed in the attached Service Schedule (referred to as Attachment A. This Agreement covers both the initial version of the Service provided to the Customer and any future versions, updates, or revisions
1.2 Service Modification. Quri reserves the right to modify, discontinue, delete, or restrict any aspect or feature of the Service at any time and for any reason. However, Quri commits to making reasonable efforts to notify the Customer at least seven (7) days in advance of any such changes. Quri will ensure that any modifications to existing features will maintain or enhance the functionality of the service and will not remove or impair any significant functions relied upon by the Customer. Any substitutions, replacements, modifications, and upgrades to the Service will be governed by the terms of this Agreement and shall remain the exclusive property of Quri.
1.3 Access and Usage. Upon Customer Activation, defined as the Customer’s agreement to the terms and subscription to the Services either through execution of the Service Schedule or later online acceptance, Quri grants the Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access and utilize the Services. This license is operational from the Effective Date for the duration of the Term, unless terminated earlier as specified herein. Activation is subject to Quri's formal acceptance at its sole discretion. Quri reserves the right to limit or suspend access to the Software if it reasonably determines that (i) the Customer is breaching the terms of this Agreement, or (ii) the Customer's ongoing access or usage may imminently and substantially interfere with or harm the Software’s functionality or its availability to other customers.
1.4 Documentation Copy Rights. Quri will provide the Customer with all necessary documentation and optional training services to facilitate effective use of the Services. The Customer may duplicate documentation for internal use, provided that all copyright and proprietary notices are maintained.
1.5 Software Delivery and Support. Quri shall deliver and test the Services to confirm that the Customer has authorized access and that it operates correctly. Quri commits to providing unlimited support and problem resolution to optimize customer service, product functionality, and system availability. Support encompasses all services offered by Quri to address issues related to access, functionality, and any difficulties or misunderstandings the Customer may have regarding the use of the Service that hinder its effective application for its intended purpose.
2. Invoice and Payment.
2.1 Payment Structure. Quri offers both subscription-based and invoiced services as detailed in the Service Schedule (Attachment A). This section provides a general overview, with specific payment terms, including fees and billing cycles, comprehensively outlined in the attached schedule
2.2 Subscription Payments. For subscription-based services, customers are required to maintain valid payment information on file. Quri will automatically process payments according to the billing cycle of the selected plan. Subscription fees may be billed monthly or annually, depending on the service option selected by the Customer.
2.5 Changes to Payment Terms. Quri reserves the right to modify the pricing and payment terms upon renewal of the subscription or service term. Any changes will be communicated to the Customer in advance as stipulated in the Service Schedule.
3. Customer Responsibilities.
3.1 Service and Connectivity Requirements. The Customer must meet the minimum system, access, and connectivity specifications outlined in the Service Schedule to ensure the Service functions properly. The Customer acknowledges that the reliability of systems used to access and interact with the Service can vary, potentially disrupting or impeding the Service’s access or functionality. Quri and its affiliates are not liable for any such disruptions or impediments to the Customer’s use or access to the Service.
3.2 Proper Use; Scope of Use. The Customer is permitted to access and use the Service solely through its Authorized Users and is prohibited from selling the Service, its access, or its use. The Customer must not provide or utilize the Service in conjunction with any data that is known or reasonably suspected to be false. The Customer is required to adhere to all reasonable policies, procedures, and instructions that Quri may issue periodically regarding the use and access of the Service. The Service must not be used for any unlawful purposes. Any failure by the Customer to comply with these stipulations will be deemed a material breach of this Agreement. Furthermore, Quri disclaims any liability for issues that arise from the Customer's non-compliance with the Service’s Documentation.
3.3 Authorized Users. Authorized Users are individuals explicitly authorized by the Customer to access and use the Service on its behalf. This includes employees, consultants, contractors, service providers, or agents who are granted access by the Customer’s system administrator and are assigned a unique login ID and password. The Customer must not allow any individual to access or use the Service without proper authorization or in a manner that exceeds their granted access.
4. Confidential Information; Customer Data.
4.1 Confidential Information. Each party commits to maintaining the confidentiality of the other party's private, secret, proprietary, or confidential information, whether oral or written, relating to its business operations. This includes, but is not limited to: (i) business and marketing plans, financial and employee data, and technical information; (ii) details about the Service and related Technology; (iii) the terms of this Agreement, including specific License Fees; and (iv) Customer Data (defined below). Such information (“Confidential Information”) must be protected with the same or greater level of care as each party uses for its own highly confidential information. Neither party shall sell, transfer, publish, disclose, display, or otherwise make available the other party's Confidential Information to any third party without the express written consent of the disclosing party.
Confidential Information may be disclosed to employees or subcontractors who require this information to perform their duties, under the condition that they maintain its confidentiality. Confidential Information does not include information that: (a) was already in the public domain or subsequently becomes publicly available through no breach of this Agreement; (b) is received from a third party legally not restricted from disclosing such information; (c) is disclosed minimally as necessary under a lawful court order or governmental regulation, with the stipulation that the party subject to such an order provides the other party with prior written notice and cooperates to seek confidential or other protective treatment of the disclosed information.
4.2 Security of Customer Data. Ownership of all data entered into and managed by the Service ("Customer Data") rests solely with the Customer and is considered Confidential Information under the terms of this Agreement. Quri is permitted to access Customer Data only to address service or technical issues, or upon the request of the Customer, and for hosting the data as part of providing the Service to the Customer and any Authorized User. Quri is obligated to implement industry-standard security measures to ensure the protection and security of all Customer Data and is expressly forbidden from using the Customer Data for any purposes other than those specified above.
4.3 HIPAA Obligations. The responsibilities of both parties under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), its subsequent regulations, and the Health Information Technology for Economic and Clinical Health Act from the American Recovery and Reinvestment Act, and its regulations (HITECH), apply only to certain products offered by Quri AI that involve the use, disclosure, or storage of Protected Health Information (PHI). For such products, both parties are required to enter into a separate Business Associate Agreement (BAA) that specifically addresses the parties' HIPAA responsibilities. This agreement will detail the obligations related to the safeguarding of PHI and must be executed to activate any HIPAA-compliant services provided by Quri AI. Should any discrepancies arise between the provisions of this Section 4.3 and the Business Associate Agreement, the terms of the Business Associate Agreement will take precedence. For products and services that do not involve PHI, no BAA is required, and the responsibilities under HIPAA do not apply.
5. Security; Ownership of Intellectual Property Rights.
5.1 Intellectual Property Rights. Quri retains exclusive ownership and all rights, title, and interest in the Service, including any methodologies, technology, and software (both source and object formats) provided by Quri or its approved subcontractors as part of any provided services, as outlined in the Service Schedule ("Services"). This includes all derivative works, extensions, or improvements of technology created under this Agreement, except as mutually agreed by the parties, provided these do not incorporate Customer’s Confidential Information ("Technology"). The same applies to the Documentation and all intellectual property related to the Service, its modifications, enhancements, and Documentation. The Customer is prohibited from modifying, reverse assembling, or decompiling the Service, except to the extent permitted by law despite these restrictions. Any licensing provided by Quri is conditional upon the rights retained by Quri, to be exercised at its sole discretion. Quri may place proprietary labels or markings on the Service and any related materials or content, and the Customer must not remove or obscure these markings.
5.2 Quri Marks. The Customer must not use any of Quri’s service marks, trademarks, or brand names ("Marks") related to the Software or Services without Quri’s prior written consent. All rights related to the Marks are reserved by Quri.
5.3 Export Control. The Customer acknowledges that the Service is governed by U.S. export and re-export control laws and regulations, which restrict exports and diversions of specific products and technologies to certain countries. The Customer must comply fully with all relevant U.S. export laws and regulations.
5.4 Security. The Customer is responsible for taking reasonable measures to secure communications involving the Service. This includes maintaining the confidentiality of passwords, securing physical access to equipment and facilities, overseeing and supervising personnel appropriately, and periodically assessing its security protocols.
5.5 Publicity. Quri is authorized to use the Customer's name in its marketing materials, which may include lists of Quri’s clients.
6. Warranties, Infringement and Indemnification.
6.1 Warranties. Quri assures the Customer that the Service does not infringe upon or violate any intellectual property or proprietary rights of any third party.
6.2 Infringement. Should the Service be claimed to infringe upon third-party rights, Quri commits to exert its best efforts to secure the necessary licenses or make required modifications or replacements to allow the Customer to continue using the Service without infringement and in alignment with this Agreement. If Quri is unable to resolve the infringement issue within sixty (60) days—or a longer period agreed upon by the Customer in good faith—following a declaration of infringement or an injunction, Quri will reimburse the Customer for any prepaid, unused License Fees for any part of the Service that the Customer is legally prohibited from using.
6.3 Indemnification. Quri agrees to: (i) defend the Customer, its officers, directors, and employees against any third-party claims alleging that the Service infringes any valid and issued patents, copyrights, or trademarks; and (ii) indemnify and hold the Customer harmless from any resulting adjudicated damages or agreed settlement amounts, including reasonable attorneys' fees (except as otherwise stated). This indemnification applies solely to the Service and not to any other product or service provided under this Agreement. Conversely, the Customer will: (a) defend Quri, its officers, directors, employees, and subcontractors against any claims arising from the Customer’s negligence, wrongful acts, or breach of this Agreement; and (b) indemnify and hold Quri harmless from any adjudicated damages or settlement amounts resulting from such claims, including reasonable attorneys' fees (except as otherwise stated).
6.4 Limitations. Quri is not obligated under this Section 6 for any claim arising from: (i) the use of the Service in conjunction with third-party software, hardware, or other technologies not provided by Quri, if the infringement claim would not have arisen but for such combination; (ii) uses of the Software that exceed the granted licensing terms; or (iii) any use of the Service that violates applicable laws. Additionally, Quri will not be liable for increased damages related to intentional or willful infringements by the Customer, nor for attorneys' fees associated with such willful infringements, if such increased damages are adjudicated based on the Customer’s actions or omissions.
7. Limitations; Disclaimers
7.1 Limitation of Liability. Under no circumstances shall Quri's total liability arising from or related to this Agreement, regardless of whether the claim is based in contract, tort, or any other legal theory, exceed the total amount paid by the Customer during the three months prior to the incident causing the liability. Quri will not be liable for indirect, special, incidental, exemplary, punitive, or consequential damages, including but not limited to lost profits, loss of use, data loss, costs of procuring substitute goods or services, work stoppage, and computer failure or malfunction, regardless of how these damages arise or whether Quri was advised of the possibility of such damages. Additionally, Quri explicitly disclaims any liability for claims related to the use of the Software for diagnostic or treatment purposes.
7.2 Disclaimer of Warranty. Except as explicitly stated in Section 6.1 and to the extent allowed by applicable law, the Service and any related services are provided "as is" without any warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any statutory required warranties are limited to ninety (90) days from the date the Customer first accesses the Service. Due to the inherent complexity of software, the Service may contain errors. It is provided with all faults, and all risks related to quality, performance, accuracy, and effort lie with the Customer. Quri makes no warranties, express or implied, regarding the handling, transfer, or security of Customer data used with the Service and is not liable for any losses or damages resulting from data transmission errors. The applicability of implied warranties is not universal and may not pertain to the Customer if prohibited by your state’s law.
Quri is not a substitute for human judgment or professional medical advice. Customer is solely responsible for the accuracy and completeness of the information Customer provides to Quri and for all decisions made based on the results provided by Quri. Quri strives to provide accurate and reliable results, but it is not perfect and inaccuracies or mistakes may occur. Customer understands and acknowledges that Quri's results are not guaranteed to be accurate or complete and should not be solely relied upon for making critical decisions. Customer agree to independently verify any information provided by Quri before acting on it. Customer agree to indemnify, defend, and hold harmless Quri and its affiliates, suppliers, and licensors from and against any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Customer’s use of the Services.
8. Term and Termination.
8.1. This Agreement shall commence on the Effective Date and continue on a monthly subscription basis, unless terminated earlier in accordance with this Agreement.
8.2. Either party may terminate this Agreement by providing written notice to the other party.
8.3. Termination procedures:
a) Users must notify cancellation via email (info@quri.ai)
b) No refunds are available on previous payments
8.4. There are no penalties for early termination.
8.5 Effect of Termination. Upon termination, Quri will retain and/or provide access to the Customer Data for a period of sixty (60) days. During this transition period, at the Customer's request and expense, Quri will provide the Customer Data to the Customer or an appointed designee. After the sixty-day period, Quri is under no obligation to maintain or provide any Customer Data. Termination does not absolve the Customer of the responsibility to pay any License Fees accrued or due prior to the termination date. Provisions set forth in Sections 4, 5, 6, 7, and 8 will survive the termination of this Agreement and remain enforceable. Following the expiration of the Term or any prior termination of the applicable Service Schedule or this Agreement, the Customer's rights to the Service granted under this Agreement will immediately terminate.
9. Miscellaneous:
9.1 U.S. Government Use. The Service is commercial computer software, developed entirely with private funds. The rights of U.S. government civilian and military agencies to use, disclose, and reproduce the Service are defined by the terms of this Agreement.
9.2 Assignment. This Agreement binds and benefits both parties as well as their successors, assigns, and legal representatives. The Customer may not assign this Agreement without Quri's written consent, which shall not be unreasonably withheld. Quri may assign this Agreement without Customer’s consent if the assignee assumes Quri’s obligations under this Agreement.
9.3 Governing Law; Jurisdiction. This Agreement and all related matters are governed by the laws of the State of Nevada. The Customer consents to the jurisdiction and venue of state or federal courts in Clark County, Nevada, for any actions related to this Agreement. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.
9.4 Injunctive Relief. Both parties acknowledge that monetary damages may be insufficient to remedy a breach of this Agreement. Therefore, in addition to legal remedies, the non-breaching party is entitled to seek equitable relief, including injunctions and specific performance, without the need for posting bond. This is in addition to any other remedies that may be available.
9.5 Entire Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, written or oral, relating to such subject matter.
9.6 Severability. If any part of this Agreement is declared void or unenforceable, it will be modified to the extent necessary to make it valid and enforceable while attempting to approximate the original intentions of the parties as closely as possible.
9.7 No Waiver. Neither the delay nor failure to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.
9.8 Notices. Notices under this Agreement must be in writing and will be considered given when delivered in person, sent by email, or mailed by pre-paid post. Either party may change its notice address by written notice to the other.
9.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document.
10. Acceptance of Terms
By using the Service, User acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.