Coriqo Customer Terms.

1. Who this agreement is between

These Customer Terms are an agreement between Coriqo Technologies LLC, a Texas limited liability company ("Coriqo", "we", "us"), and the organization that claims or uses a Coriqo workspace ("Customer", "you"). The person who accepts these terms when claiming a workspace, or as an administrator inside the service, confirms that they have authority to bind the organization. Customer's staff and other people it lets in ("Users") use the service under Customer's acceptance, and Customer is responsible for their use.

If Customer and Coriqo have signed an order form, master agreement or licence (a "Signed Agreement"), the Signed Agreement governs where it conflicts with these terms. A self-hosted installation is governed by its Signed Agreement alone.

2. Definitions

• "Service" means the Coriqo platform, its software, interfaces, APIs, documentation, and any updates we provide, whether hosted by Coriqo or installed by Customer.
• "Customer Data" means the models, documents, records, evidence and other content Customer or its Users put into the Service.
• "Sealed Record" means the signed evidence chain, signatures and exported packages the Service produces for Customer.
• "Output" means drafts, flags, findings, summaries and other content the Service generates for Customer, including with AI features.
• "Coriqo Materials" means the Service, its source and object code, design, data structures, methods, rulepacks, templates, scoring and verification logic, documentation, and everything Coriqo develops, including improvements.

3. Access to the Service

Subject to these terms and payment of any applicable fees, Coriqo grants Customer a non-exclusive, non-transferable, non-sublicensable right, for the subscription term, to let its Users access and use the Service for Customer's own internal business purposes, within the limits of Customer's plan. Customer keeps its sign-in credentials secure and tells us promptly about any unauthorized access it learns of.

4. What Customer may not do

Coriqo Materials are our core asset. Customer will not, and will not allow anyone else to:

• copy, modify, translate or create derivative works of any part of the Service or Coriqo Materials, except as the Service itself allows (for example, exporting Customer Data or a Sealed Record);
• reverse engineer, decompile, disassemble or otherwise try to derive source code, models, algorithms, data structures or underlying methods, except to the extent the law forbids this restriction;
• scrape, crawl or bulk-extract the Service, its content or its Output by automated means, other than through the exports and APIs we provide;
• use the Service, its Output or Coriqo Materials to build, train, benchmark for, or inform a product or service that competes with Coriqo, or to help anyone else do so;
• sell, resell, rent, lease, sublicense or offer the Service to third parties as a service bureau or time-share, unless a Signed Agreement allows it;
• remove or alter any proprietary, copyright or trademark notice;
• probe, scan or test the security of the Service, or bypass any access control, usage limit or plan restriction, without our written permission;
• use the Service to break any law or anyone's rights, or to store or send malicious code.

We may suspend access to stop a breach of this section or to protect the Service, and will tell Customer why when we can.

5. Ownership

Coriqo owns Coriqo Materials. All rights, title and interest in the Service and Coriqo Materials, including all intellectual property rights and every improvement, enhancement or derivative, belong to Coriqo and its licensors. No rights are granted except those expressly stated in these terms.

Customer owns Customer Data. Customer keeps all rights in Customer Data. Customer grants Coriqo a limited licence to host, copy, process and transmit Customer Data only as needed to provide, secure and support the Service for Customer, and as Customer directs.

Output. As between the parties, Customer may use Output for its own business purposes. Coriqo keeps all rights in the Service that generated it, and in any templates, rules or structures Output is built from.

Feedback and usage data. If Customer gives suggestions or feedback, Coriqo may use them without obligation. Coriqo may collect information about how the Service is used and how it performs, and use it in aggregated or de-identified form to operate and improve the Service, provided it does not identify Customer or any person.

6. Your Sealed Record stays yours

Every Sealed Record verifies offline, with a public key, without any Coriqo service running. Non-payment, downgrade, suspension or cancellation never removes Customer's ability to read, export or verify the Sealed Record it already has. After an account ends, Customer can export its Customer Data and Sealed Records for 90 days; after that we may delete them in line with our data retention practice, unless the law or a Signed Agreement requires otherwise.

7. Confidentiality

Each party will keep the other's non-public information that is marked confidential or would reasonably be understood as confidential (including Customer Data, and Coriqo's non-public product, pricing, security and technical information) confidential, use it only to perform under these terms, and share it only with its personnel and advisers who need it and are bound to similar duties. This does not cover information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from someone else. A party may disclose information if the law requires it, after giving notice where allowed. These duties last for the term and five years after, and for trade secrets for as long as they remain trade secrets.

8. Security and data protection

Coriqo maintains administrative, technical and physical safeguards designed to protect Customer Data, and will tell Customer without undue delay if it confirms unauthorized access to Customer Data. Our Privacy Notice describes how we handle personal information. A data processing addendum is available on request and, once signed, forms part of these terms.

9. AI features and decisions

Coriqo flags and records; it never makes the decision it records. Output, including anything drafted with AI, is a draft for a named person at Customer to review, and may be incomplete or wrong. Customer is responsible for its decisions, for reviewing Output before relying on it, and for its compliance with the laws and supervisory expectations that apply to it. Nothing in the Service is legal, regulatory, financial or clinical advice.

10. Fees

Free plans have no fees. Paid plans are billed as described at checkout or in a Signed Agreement, in advance, and are non-refundable except where these terms or the law say otherwise. Fees exclude taxes, which Customer pays (other than taxes on Coriqo's income). If a payment is more than 30 days late, Coriqo may suspend paid features after notice. Section 6 still applies during any suspension.

11. Term and ending

These terms apply from acceptance until every subscription ends. Either party may end them if the other materially breaches them and does not fix the breach within 30 days of notice. Customer may stop using a free plan at any time. On ending, Customer's right to use the Service stops (apart from the export window in section 6), and sections 4 to 7, 9 and 12 to 17 continue.

12. Warranties and disclaimers

Each party confirms it has authority to enter these terms. Coriqo will provide the Service with reasonable skill and care, in line with its documentation. Otherwise, and to the fullest extent the law allows, the Service, Output and Coriqo Materials are provided "as is" and "as available", and Coriqo disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation. Free plans and features labelled beta or preview carry no commitment of any kind.

13. Limits on liability

To the fullest extent the law allows: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, however caused, even if advised they were possible; and (b) each party's total liability arising out of or relating to these terms is limited to the fees Customer paid Coriqo for the Service in the 12 months before the event giving rise to the claim (or US $100 for a free plan).

These limits do not apply to Customer's breach of section 4 (what Customer may not do) or section 5 (ownership), to Customer's payment obligations, to either party's indemnity obligations, or to liability the law does not allow to be limited.

14. Indemnities

By Coriqo. Coriqo will defend Customer against a third-party claim that the hosted Service, as provided by Coriqo and used as permitted, infringes that party's US intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. Coriqo may instead modify or replace the Service, or end the affected subscription and refund prepaid fees for the unused term. This does not cover claims arising from Customer Data, combinations with things Coriqo did not provide, modifications not made by Coriqo, or use in breach of these terms.

By Customer. Customer will defend Coriqo against a third-party claim arising from Customer Data, Customer's use of the Service in breach of these terms or the law, or Customer's breach of section 4, and pay the resulting damages and costs finally awarded or agreed in settlement.

The party seeking defence must notify the other promptly, give it control of the defence and settlement (no settlement may admit fault of the protected party without its consent), and reasonably cooperate.

15. Disputes: informal first, then individual arbitration

Talk first. Before starting any proceeding, a party must send written notice of the dispute, and the parties will try in good faith to resolve it for 30 days.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these terms or the Service that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Texas and conducted in English. Judgment on the award may be entered in any court with jurisdiction. The arbitrator decides questions of arbitrability, except that a court decides the scope and enforceability of the class action waiver below.

No class or group actions. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one party or preside over any form of representative proceeding.

Exceptions. Either party may (a) bring an individual action in small claims court; and (b) seek an injunction or other equitable relief in court to stop actual or threatened infringement, misappropriation or misuse of its intellectual property or confidential information, including any breach of section 4. Courts in Texas have exclusive jurisdiction over these court actions, and each party consents to them.

Opt-out. A Customer that is an individual or a small organization may opt out of arbitration by emailing legal@coriqo.io within 30 days of first accepting these terms.

16. Governing law

These terms are governed by the laws of the State of Texas and applicable US federal law (including the Federal Arbitration Act), without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17. General

• Export and sanctions. Customer will comply with US export control and sanctions laws and will not let anyone in an embargoed country, or on a restricted-party list, use the Service.
• Changes to these terms. We may update these terms. For a material change we will give notice in the Service or by email, and an administrator will be asked to accept the new version. Changes do not apply retroactively.
• Assignment. Neither party may assign these terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business, with notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Publicity. Neither party uses the other's name or logo publicly without written permission.
• Notices. Notices to Coriqo go to legal@coriqo.io; notices to Customer go to the email of its account owner or administrator.
• Independent parties; no third-party beneficiaries. The parties are independent contractors. Nobody else has rights under these terms.
• Entire agreement. These terms, any Signed Agreement and documents they reference are the entire agreement about the Service and replace earlier discussions. If any provision is unenforceable, it is changed to the minimum extent needed and the rest stays in force. Not enforcing a provision is not a waiver.

Questions

Questions about these terms go to legal@coriqo.io. For using this website itself, see the website terms.