Terms of Service for enqDB

These Terms of Service ("Agreement") are made by and between "Customer" and enqDB, Inc. ("Service Provider"). Customer and Service Provider are each a "Party" and together are the "Parties". This Agreement sets forth the terms and conditions applicable to enqDB's performance of the services as described below.
1. License

During the Term (defined in the Order), enqDB grants to Customer the limited, non-exclusive, non-transferable, revocable right to use the enqDB platform as described and set forth below, along with any related documentation, subject to the terms and conditions of this Agreement and the following limitations:
The enqDB platform shall solely be used by Customer in connection with enqDB;
Any and all use of the enqDB platform must be in accordance with all applicable laws and regulations, including but not limited to those regarding export and data privacy;
All right, title, and interest in and to the enqDB platform, the documentation, and all copies thereof, shall at all times remain with enqDB.
2. Customer’s Obligations

Customer shall not, and shall not authorize or enable any third party to reverse engineer, decompile, or disassemble the enqDB platform or otherwise attempt to discover any source code of the enqDB platform. If Customer decides to host the enqDB platform, Customer will be responsible for providing a Virtual Private Cloud (VPC) or suitable cloud hosting environment in which the enqDB software will run. If Customer is using enqDB's SaaS version, no additional action is required. Customer agrees to participate in surveys, product feedback (through multiple channels), and communication with enqDB for the purposes of product feedback.
3. 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. enqDB will use at least commercially reasonable efforts to maintain the confidentiality of Customer's Confidential Information, agrees to use Confidential Information only for purposes consistent with this Agreement, and will notify Customer promptly of any unauthorized use or disclosure of Confidential Information. Confidential Information may be disclosed and used by enqDB's employees, contractors, professional advisors, and third parties having a need to know and who are under a similar obligation of confidentiality.
4. Warranties

enqDB represents, covenants, and warrants that:
enqDB will perform with due diligence and in a professional manner and in full compliance with all applicable laws and regulations;
The enqDB platform is wholly original with enqDB;
The enqDB platform does not and will not infringe, misappropriate or violate any third party’s proprietary rights or intellectual property rights; and
The enqDB platform does not and will not contain any viruses or harmful code.
enqDB does not warrant that the services will be uninterrupted or error-free.
5. Indemnification

5.1 enqDB agrees, at its own expense, to indemnify, defend, and hold Customer harmless against any suit, claim, or proceeding brought against Customer alleging that the use of enqDB's services in accordance with this Agreement infringes any U.S. copyright, U.S. trademark, or U.S. patent, provided that Customer:
Promptly notifies enqDB in writing of any such suit, claim, or proceeding;
Allows enqDB, at enqDB's own expense, to direct the defense of such suit, claim, or proceeding;
Gives enqDB all information and assistance necessary to defend such suit, claim, or proceeding; and
Does not enter into any settlement of any such suit, claim, or proceeding without enqDB's written consent.
The foregoing obligations do not apply with respect to the services or portions or components thereof not supplied by enqDB or made in whole or in part in accordance with Customer specifications or combined with other products, processes, or materials where the alleged infringement would not have occurred without such combination. This section states enqDB's entire liability and Customer's exclusive remedy for infringement or misappropriation of intellectual property of a third party.
5.2 Customer hereby agrees, at its own expense, to indemnify, defend, and hold harmless enqDB against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any demand, claim, action, suit, or proceeding that arises from an alleged violation of Sections 2 above.
6. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY:
FOR 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;
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES;
FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR
FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO enqDB FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT OR RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES.
Customer acknowledges that an interruption in service(s) due to circumstances beyond the reasonable control of enqDB, such as a failure of telecommunications or network systems not controlled by enqDB, shall not be considered a service outage or service deficiency for purposes of any remedy provided in this Agreement.
7. Termination

7.1 Customer may not terminate this Agreement at any time with or without cause except that either Party may terminate this Agreement upon written notice to the other if the other Party is in breach of any material term or condition of this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice of that breach.
7.2 Customer has thirty (30) days before the Renewal Date to notify enqDB of non-renewal, or their contract will automatically renew.
7.3 In the case where a customer decides to terminate their agreement with enqDB or fails to cure a breach within the time stated, enqDB will wipe the customer's data completely within seven (7) days.
8. Support SLA

enqDB offers a one business day response time Service Level Agreement (SLA) for submitted issues during business hours (9 am - 5 pm Pacific time Monday through Friday, excluding standard holidays). For other communication channels, enqDB will respond on a best-effort basis.
9. Term

The term of this Agreement shall commence on the Service Start Date listed in the Order and shall continue to the Renewal Date listed in the Order, at which time the Parties may, upon mutual agreement, agree to renew the Contract Term Length as set forth in the Order.
10. Third Party Software and Services

As part of the enqDB Services, we may make third-party software and services available to you. Such third-party software and services are governed by their respective terms and conditions, and this Agreement does not modify or alter those terms and conditions.
When using third-party services like Azure OpenAI or OpenAI through enqDB, specific conditions apply. These include explicit feature usage, zero-day data retention, training data restrictions, and customer key usage responsibility. Please refer to the applicable terms and conditions for these services.
Furthermore, enqDB uses OpenAI's API to provide certain generative AI functionalities. When using enqDB's OpenAI API integration, your data will be subject to OpenAI's terms of service, including any data usage, training, and retention policies. We encourage you to review OpenAI's terms and conditions to understand how they handle your data.
If you have any questions or concerns regarding our Terms of Service, please feel free to reach out to us at admin@enqdb.com. We are dedicated to providing a trustworthy and seamless workplace AI search experience.