This Agreement is made between DecoverHQ, Inc. (the “Service Provider'') and the Customer. This Agreement sets forth the terms and conditions applicable to the Service Provider performance of the services (“The DecoverHQ Services”) as outlined below in Appendix A. DecoverHQ makes available for you the “Site” (websites including, without limitation, www.decover.ai and all subdomains), Software, Mobile Applications, and “Services” (including, without limitation, search, discovery, suggestions, insight generation and document analytics). Access to and use of DecoverHQ’s existing Site, Software, Mobile Applications, and Services, as well as any future Sites, Software, Mobile Applications, and Services provided by DecoverHQ are governed by this Terms of Service and License Agreement (“Agreement”).

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERRED HEREIN, YOU MUST IMMEDIATELY LEAVE TH SITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE OF DECOVERHQ. BY ACCESSING OR USING THE SITE, SERVICES AND/OR SOFTWARE, MOBILE APPLICATION, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD, THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

If you are an individual subscriber, or are accessing the software/services of DecoverHQ to use a Trial (As defined below) of the services/software, or are otherwise browsing the Site, this Agreement is between you, individually, and DecoverHQ.

If you are an employee, faculty member or student of a university, school or other entity or organization that has subscribed to the Services/Software/Mobile Application or any other services offered by DecoverHQ (an “Enterprise Subscriber”), you are an Authorized User of your Enterprise Subscriber and (i) you represent that you have your Enterprise Subscriber’s permission and authority to use the Site, Services, Software and your Enterprise Subscriber’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and DecoverHQ, and (iii) your Enterprise Subscriber is jointly responsible for your use of the Site, Services and Software.

If you are entering into this Agreement on behalf of an Enterprise Subscriber, you represent that you have the authority to bind the Enterprise Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Site, Software or Services.‍

1. 1. LicenseIf you are an Individual Subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), DecoverHQ grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site, the Services and the Software and the Mobile Application solely for your own personal purposes.
2. If you are an Enterprise subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), DecoverHQ grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site, the Services and the Software and the Mobile Application solely for your internal business purposes. Additionally, you may permit such number of Authorized Users as has been agreed between you and DecoverHQ to access and make use of the Site, Services, Software and the Mobile Application.  
3. If you are an Authorized User: In consideration for your acceptance of this Agreement and your Enterprise Subscriber’s payment of all applicable Fees (as defined below), DecoverHQ grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site, the Services and the Software and the Mobile Application solely for the internal business purposes of your Enterprise Subscriber.
4. You may access and use the Site, Software, Mobile Applications, or Services only in accordance with any instruction manuals, user guides and other documentation as made available by DecoverHQ from time to time (“Documentation”).
5. Along with any related documentation, you must use DecoverHQ software/services/mobile application in accordance with all applicable laws and regulation, including but not limited to those regarding export and data privacy.
6. All rights, title and interest in and to the Site, Software, Mobile Applications, and Services, the documentation and all copies thereof, shall at all times remain with DecoverHQ.
7. You may not copy, modify or create derivative works based on the Site, Services, Software or Documentation or any portions of any of the DecoverHQ Intellectual Property (hereinafter “DecoverHQ IP”).
8. You may not distribute, transmit, publish or otherwise disseminate any DecoverHQ IP. You may not download and/or store any DecoverHQ IP except to the extent explicitly permitted on the Site.
9. You may not transfer to any third party any of your rights under this Agreement (Except to the extent that an Enterprise Subscriber may permit such number of Authorized Users as has been agreed between the Enterprise Subscriber and DecoverHQ to access and make use of the Site, Services, Software and Mobile Application.
10. You may not access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Services, Software and Mobile Application.
11. You may not attempt to access or derive the source code or architecture of any Software and/or Mobile Application.
12. You may not attempt to probe, scan or test the vulnerability of the Site, Software, Mobile Applications, and Services, or any associate system or network, or to breach any security or authentication feature or measures of the Site, Software, Mobile Applications, or Services (except with DecoverHQ’s express permission in connection with your participation in one DecoverHQ’s security testing programs), and if you are blocked by DecoverHQ from accessing Site, Software, Mobile Applications, and Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
13. You may not interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site, Software, Mobile Applications, or Services, load testing, overloading, “flooding”, “spamming”, “mail bombing”, “crashing”.
14. You may not email or otherwise transmit any content that:
15. a. Infringes any intellectual property or other proprietary rights of any party;
16. b. You do not have a right to upload under any law or under contractual or fiduciary relationships;
17. c. Contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
18. d. Poses or creates a privacy or security risk to any person or entity;
19. e. Constitutes unsolicited or unauthorized materials; or
20. f. Is otherwise objectionable.
21. You may not automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices.
22. You may not export or re-export any DecoverHQ IP.
23. You may not use or access any Site, Software, Mobile Applications, or Services or DecoverHQ IP in order to build a competitive product, service or solution.
24. You may not violate any applicable law or regulations in connection with your use of the Site, Software, Mobile Applications, or Services.
25. You may not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation an Enterprise Subscriber or permit any third party to do any foregoing.
26. DecoverHQ may offer certain Software, including certain interfaces, for download from the Site (“Ancillary Software”). Subject to the other terms and conditions of this Agreement, you may install and use Ancillary Software on computers and/or mobile phones and/or tablets or any other compatible device owned, leased or otherwise controlled by you, solely in conjunction with your authorized use of the Services. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Ancillary Software and shall promptly destroy all copies thereof in your possession.
27. DecoverHQ may provide certain services or Software (including Ancillary Software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms.
28. Certain Services or Software provided by DecoverHQ (including Ancillary Software) may contain or otherwise make use of software, code or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate license terms that accompany such Third Party Components that, to the extent they conflict with the terms of this Agreement, supersede the terms of this Agreement.
29. 2. Registration and SecurityBy completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide DecoverHQ with accurate and complete registration information and to promptly notify DecoverHQ in the event of any changes to any such information.
30. You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure,  and are not used by any other person or entity. You shall immediately inform DecoverHQ if there is any reason to believe that a user ID, password or any other security device issued by DecoverHQ has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. DecoverHQ reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
31. You are solely responsible for all activity in connection with access to the Site, the Services, the Software and the Mobile Application through your account or using your password, and for the security of your computer systems, and in no event shall DecoverHQ be liable for any loss or damages relating to such activity.
32. 3. Enterprise Subscriber responsibility for Authorized UsersEnterprise Subscribers shall ensure that neither they nor their Authorized Users transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their username or right to use the Site, the Services and the Software and the Mobile Application to any third party. You, the Enterprise Subscriber, and your Authorized Users are jointly responsible for your Authorized Users’ use of the Site, the Services, the Software and the Mobile Application. You are also responsible for ensuring that all of your Authorized Users comply with all the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your Authorized Users shall be deemed to be a violation thereof by you.
33. 4. Fees, payment and trial membershipsIf you have registered to use the Services and/or the Software and/or the Mobile Application on a trial basis, then you may use such Services and/or the Software and/or the Mobile Application only for non-commercial evaluation purposes during the applicable trial period.
34. Your access to or use of the Services and/or the Software and/or the Mobile Application shall be contingent upon your payment of all applicable fees as described on the Site or the Services or the Software or the Mobile Application at the time (“Fees”); unless you are an Authorized User, in which case your access to or use of the Services and/or the Software and/or the Mobile Application shall be contingent upon your Enterprise Subscriber’s payment of the Fees. You are responsible for all applicable taxes, and we’ll charge tax as and when required.
35. Upon registering for the Services and/or the Software and/or the Mobile Application, unless you are an Authorized User, you will be required to designate a valid payment method. You hereby authorize DecoverHQ to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.
36. DecoverHQ reserves the right to revise its Fees, including by increasing or adding new Fees, at any time on ten (10) days notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other means/manner chosen by DecoverHQ in its commercially reasonable discretion. You will be deemed to have received such notice that is posted on the Site on the day it was posted. Your use of the Services and/or the Software and/or the Mobile Application after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription.
37. a. Continuous Membership
38. To ensure uninterrupted service, all subscriptions to the Site, the Services, the Software and the Mobile Application are renewed automatically. You hereby authorize DecoverHQ to charge subscription Fees for the renewal period to the payment method on file. All subscriptions are renewed at the subscription level(s) and Fees in effect at the time the ten-current subscription term ends. You may cancel the subscription at any time.
39. b. Free TrialDecoverHQ may offer a free trial membership from time to time with regard to certain Software or Services (“a Trial”). By accessing or using the Site or the Services or the Software or the Mobile Application, you agree to the terms of any such Trial and further agree to any changes DecoverHQ may make to such Trial as described in “Changes to Services or Terms” below. If you cancel the Services before the end of the trial period, all your rights to any remaining free trial period will be waived (unless you started your Trial via our iOS app, in which case your trial will continue until the end of the trial period), and you will not be eligible to participate in any further Trials, except as allowed by DecoverHQ in its sole discretion.
40. 5. Termination and Refund PolicyThis Agreement shall continue until you cancel your subscription or until terminated by DecoverHQ. You may cancel your subscription at any time, although only an authorized representative of an Enterprise Subscriber may cancel the Enterprise Subscriber’s account.
41. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Site or the Services or the Software or the Mobile Application until your cancellation is effective (unless your access is suspended or terminated as set forth below).
42. DecoverHQ may deny you access to all or any part of the Site or the Services or the Software or the Mobile Application or terminate your account with or without prior notice if you engaged in any conduct or activities that DecoverHQ determines, in its sole discretion, violate this Agreement or the rights of DecoverHQ or any third party, or is otherwise inappropriate. Without limitation, DecoverHQ may deny you access to the Site or the Services or the Software or the Mobile Application, or terminate this Agreement and your account, if your use of the Services exceeds this Agreement.
43. If you are an Authorized User of an Enterprise Subscriber, and this Agreement or the applicable agreement for Services and Software is terminated in relation to such Enterprise Subscriber, or if you otherwise lose access to the Services and Software via your Enterprise Subscriber, DecoverHQ may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Site or the Services or the Software or the Mobile Application will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and DecoverHQ).
44. Upon termination of your account(s) for any reason, your right to use the Site or the Services or the Software or the Mobile Application and to access the the Site or the Services or the Software or the Mobile Application or any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
45. Except as may be expressly set forth therein, all Fees paid or accrued in connection with any Services or the Software or the Mobile Application are non-refundable, and DecoverHQ will not prorate any Fees paid for a subscription that is terminated before the end of its term.
46. a. Termination of Agreement with Enterprise Subscriber
47. This section titled “Termination of Agreement with Enterprise Subscriber” applies only to Enterprise Subscribers.
48. Either DecoverHQ or you may terminate this Agreement by notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party. In addition, if you are paying via invoice, you will pay DecoverHQ invoices on the payment interval set forth in the applicable invoice, and DecoverHQ may suspend or terminate any or all of the Services immediately without notice if Fees are past due. If you are not paying via invoice, DecoverHQ may suspend the Site or the Services or the Software or the Mobile Application upon notice if you fail to make any payment when due and fail to cure such breach within seven (7) days after receipt of the breach from DecoverHQ. Any such suspension or termination shall be without limitation of any other right or remedy available to the terminating party.
49. DecoverHQ may terminate this Agreement for convenience upon sixty (60) days prior written notice without liability to you. Following a termination pursuant to the foregoing sentence, DecoverHQ shall refund the prorata portion of any Fees relating to the remaining term, as applicable.
50. Either DecoverHQ or you may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceedings related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors.
51. If this Agreement is terminated or otherwise expires for any reason, you shall promptly return to DecoverHQ or destroy, as directed by DecoverHQ, all confidential information, software, mobile application and other materials in your possession or under your control belonging to DecoverHQ, and all rights and licenses granted by DecoverHQ pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, your right to use the Services or the Software or the Mobile Application and to access the Site and of its content will immediately cease and DecoverHQ may elect in its discretion to (a) terminate your Authorized Users’ accounts or (b) downgrade your Authorized Users’ accounts to individual subscriber accounts.
52. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
53. 6. Access to Services/Software/Mobile ApplicationYou are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or the Services or the Software or the Mobile Application, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. It shall be your sole responsibility to ensure compatibility of such equipment with the Site or the Services or the Software or the Mobile Application.
54. 7. Mobile ServicesThe Site or the Services or the Software or the Mobile Application may include products and services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, any downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that DecoverHQ may communicate with you regarding DecoverHQ and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to DecoverHQ. In the event you change or deactivate your mobile telephone number, you agree to promptly update all your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.
55. 8. User Content“User Content” refers to the text, documents and other content and information you enter, upload and transmit when you use our Site or the Services or the Software or the Mobile Application. You own the intellectual property rights in your User Content. As a result, we need your permission (i.e. license) to use your User Content to provide our Site, Services, Software or the Mobile Application to you.
56. You grant us a license to your User Content for the limited purpose of:
57. a. Operating and improving the Site, Software and Services (for example, your acceptance or rejection of suggestions may help train our search engine);
58. b. Protecting the Site, Software and Services (for example, we may analyze patterns in usage to prevent abuse);
59. c. Customizing the Site, Software and Services (for example, we may use your User Content to create personalized suggestions); and
60. d. Developing new technologies and services (for example, creating our intent analyzer).
61. The license you give us is only for the above purposes, and we will not sell or license your User Content to third party brokers.
62. The license you grant us is:
63. 1. Worldwide;
64. 2. Non-exclusive (meaning you own your User Content and can license it to other people and companies);
65. 3. Royalty-free (meaning we do not pay you for it); and
66. 4. For as long as your User Content is protected by intellectual property laws.
67. The license you give us allows us to, solely for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works and permit (i.e. sublicense) our service providers to access your User Content solely for the purpose of helping us provide the Decover HQ Site, Services, Software, Mobile Application to you.
68. DecoverHQ does not own, control, verify or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything in violation of any laws in force.
69. 9. Changes to Services or TermsDecoverHQ reserves the right at any time to (i) change any information, specifications, features or functions of the Site or the Services or the Software or the Mobile Application including any Trial, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party.
70. DecoverHQ will use reasonable efforts to notify you of changes to the Services and/or Software that, in DecoverHQ’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed. DecoverHQ may from time to time update or revise this Agreement. If DecoverHQ updates or revises this Agreement, DecoverHQ will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and End User License Agreement on the Site or by any other manner chosen by DecoverHQ in its reasonable discretion. Your use of the Site or the Services or the Software or the Mobile Application following any such update or revision constitutes your acceptance to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and End User License Agreement at (https://www.decover.ai/terms). It is your responsibility to review the Terms of Service and End User Agreement periodically.
71. If you cancel your subscription within ten (10) days following such notice by DecoverHQ in accordance with the two preceding paragraphs, then DecoverHQ will refund your prorated portion of any pre-paid Fees for the affected Services applicable to the canceled portion of the pre-paid subscription term, if any.
72. 10. Links to Third Party ServicesIf you choose to access any links on the Site or the Services or the Software or the Mobile Application, or obtain products or services from third parties, you do so entirely at your own risk. Such access is between you and the third party website, and DecoverHQ does not take any responsibility for such relation/connection between you and such a third party website. DecoverHQ does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such a third party website or any products or services offered by third parties. DecoverHQ does not take any responsibility or liability for any loss or damages arising from the access or use of such third party websites, products or services.
73. 11. Consent to receive emailsFor users located outside of the European Economic Area (EEA):
74. Your registration to use the Site or the Services or the Software or the Mobile Application constitutes your consent to receive email communications from DecoverHQ, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Site or the Services or the Software or the Mobile Application, at any time by following the link included in the email messages.
75. For users located in the European Economic Area (EEA):
76. DecoverHQ only sends marketing communications to users located in the European Economic Area (EEA) with your prior consent, and you may withdraw your consent at any time by clicking the “unsubscribe”  link found within DecoverHQ emails and changing your contact preferences. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.
77. 12. Data Collection and PrivacyDecoverHQ does not collect personally identifiable information from you except to the extent you have explicitly given such information to DecoverHQ. DecoverHQ’s information practices are further described in its Privacy Policy. The Privacy Policy is an integral part of this Agreement and is expressly incorporated by reference, and by entering into this Agreement, you agree to (i) to all of the terms of the Privacy Policy, and (ii) DecoverHQ’s use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.
78. DecoverHQ may from time to time update or revise the Privacy Policy. If DecoverHQ updates or revises the Privacy Policy, DecoverHQ will notify you either by email to your most recently provided email address, by posting the updated or revised Privacy Policy on the Site or by any other manner chosen by DecoverHQ in its reasonable discretion. Your use of the Site or the Services or the Software or the Mobile Application following any such update or revision constitutes your agreement to be bound by and comply with the Privacy Policy as updated or revised.
79. In addition, DecoverHQ may engage third parties to conduct risk control and fraud detection/prevention activities. As part of such engagements, if you initiate a transaction on the Site or the Services or the Software or the Mobile Application, DecoverHQ may give such third parties access to your pertinent credit card and other personal information. Such third parties may only use such personal information for such purposes of performing risk control and fraud detection/prevention activities for DecoverHQ. However, they may also convert such personal information into hashed or encoded representations of such information to be used for statistical and/or fraud prevention purposes. By initiating any such transaction, you hereby consent to the foregoing disclosure and use of your information.
80. 13. OwnershipAll intellectual property rights in and to the User Content are and shall remain your property, and DecoverHQ shall acquire no right of ownership with respect to your User content.
81. All intellectual property rights in and to the Site or the Services or the Software or the Mobile Application and other DecoverHQ IP are and shall remain the sole property of DecoverHQ and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other DecoverHQ IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Site or the Services or the Software or the Mobile Application and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, DecoverHQ and its affiliates and licensors, as applicable, and that the Software and the Mobile Application constitutes Confidential Information of DecoverHQ.
82. You may from time to time provide DecoverHQ with suggestions, comments, recommendations, improvements, solutions, bug fixes, gestures, concepts, techniques, ideas, know-how and/or any feedback regarding the Site or the Services or the Software or the Mobile Application and/or any of DecoverHQ’s related technologies (“Feedback”). Any and all feedback is and shall be given entirely voluntarily. As between you, DecoverHQ and, if applicable, your Enterprise Subscriber, all Feedback shall be exclusively owned by DecoverHQ, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result DecoverHQ shall be freely entitled to reproduce, prepare derivative works, disclosure to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all of such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.
83. 14. IndemnificationYou shall indemnify, release and/or hold harmless DecoverHQ and/or its parents, subsidiaries, affiliates, licensors and/or suppliers, and/or each of their respective officers, directors, employees and/or agents, from and/or against any loss, liability (including settlements, judgments, fines and penalties) and/or costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim and/or demand made by any third party due to or arising out of your access or use of the Site or the Services or the Software or the Mobile Application, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
84. If you are a California resident, you waive California Civil Code Section 1542, that provides “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
85. 15. WarrantiesDecoverHQ represents, covenants and warrants that:
86. a. DecoverHQ will perform with due diligence and in a professional manner and in full compliance with the highest professional and ethical standards of practice in the industry, all applicable laws and regulations (including but not limited to employment, privacy and export laws and regulations) and Customer’s privacy, safety and security rules and regulations and to Customer’s reasonable satisfaction.
87. b. DecoverHQ will not offer, give or receive money, gifts, favors or excessive entertainment to Customer employees or customers. DecoverHQ is not restricted or under any obligation by a current or former employer or contractor which limits, restricts or in any way affects its ability to comply with this Agreement;
88. c. All the work regarding the site, software, mobile application and/or any other work product produced by DecoverHQ are wholly and absolutely original work of DecoverHQ.
89. d. All the work regarding the site, software, mobile application and/or any other work product produced by DecoverHQ do not infringe upon anyone else’s proprietary or intellectual property rights; and
90. e. DecoverHQ does not warrant that the services will be uninterrupted or error free, and takes no responsibility for any damage that may occur due to the errors.
91. 16. Limitation of LiabilityIn no event shall DecoverHQ be liable with respect to the Site or the Services or the Software or the Mobile Application for (i) Any amount in the aggregate in excess of the fees you have actually paid to DecoverHQ during the Twelve (12) month period immediately preceding the event(s) giving rise to such liability; (ii) Any lost profits, loss or damages user content or other data, or failure to meet any duty, including without limitation good faith and reasonable care; or (iii) Any indirect, incidental, punitive, special, exemplary or consequential damages of any kind whatsoever; (iv) any matter beyond the reasonable control of DecoverHQ
92. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between DecoverHQ and You. You understand that the Site or the Services or the Software or the Mobile Application would not be provided without such limitation. DecoverHQ shall not be responsible for any acts that are beyond its reasonable control including but not limited to failure of telecommunications or network systems not controlled by DecoverHQ, 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 or profits.
93. 17. Confidentiality“Confidential Information” means information, in any form or format, marked confidential, identified as Confidential Information at the time of disclosure or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information includes, but is not limited to, benchmarks, pricing and roadmaps. Recipient will use at least commercially reasonable efforts to maintain the confidentiality of the Discloser’s Confidential Information, agree to use Confidential Information only for purposes consistent with this Agreement and will notify the Discloser promptly of any unauthorized use or disclosure of Confidential Information. Confidential Information may be disclosed and used by recipient’s employees, contractors, professional advisors, recipient’s authorized personnel and third parties having a need to  know and who are under a similar obligation of confidentiality.

1. 18. TermThis Agreement will remain in effect for the Term unless it expires or is terminated in accordance with the Agreement.
2. 19. GeneralThe failure of any party to this Agreement to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. DecoverHQ shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond DecoverHQ’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid by Court of law, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with DecoverHQ’s prior written consent. DecoverHQ may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understanding of the parties relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement.

Appendix A

DecoverHQ provides the following services:

1. 1. A document management system for organizations to upload, share and search over their client dockets.
2. 2. A search engine that helps business users through their entire dockets and ask questions on it.
3. 3. Access to publicly available information. US Case Laws, Rules, Regulations, and statutes.
4. 4. Customer services to manage, create accounts and provide technical support while using the products and services provided by DecoverHQ.