Terms of Use

Legal terms and conditions governing your use of Questt AI's services and platform.

Last Updated: January 7, 2026
Version: 1.0

Legal Agreement

By accessing or using our services, you agree to be bound by these terms. Please read them carefully before proceeding.

Last Updated: January 7, 2026

1. Introduction

These General Terms and Conditions (“Agreement” / “Terms”) are entered into by and between:

Questt AI, having its registered office at Urban Vault 1666/A, 4th Floor, 14th Main, Sector 3, Sarjapur - Marathahalli Road, HSR Layout, Bengaluru, Karnataka - 560102, India (“Questt AI” or “Company”)

and

the person or entity placing an order for or accessing the Services (“Customer” / “you” / “your”).

Company and Customer may be referred to individually herein as a “Party” or collectively as the “Parties”.

1.1 Scope of Terms

These Terms govern the usage of QuesttAI’s services, including:

  • GenAI solutions for business and finance problems in the Retail & Consumer segment
  • Consultation and demonstration services
  • Any related software, platforms, or tools provided by Company

(collectively, the “Services”)

By accessing or using the Services, you are agreeing to these Terms. These Terms were last updated on January 7, 2026.

1.2 Authority to Enter Agreement

If you are using and/or accessing the Services as an employee, agent, or contractor of a corporation, partnership, or similar entity, then you represent that you have the authority to bind such entity in order to accept these Terms and such entity will also be treated as a Customer for the purposes of these Terms.

These Terms are subject to terms of any contracts that Customer might enter into with the Company, including any order forms, statements of work, or engagement letters entered into by Customer and Company governing the access to the Services (“Order Form” or “SOW”).

1.3 Modifications to These Terms

From time to time, Company may modify these Terms by posting the updated Terms at https://questt.ai/terms-of-use or any other link designated by Company. Company may notify Customer of material changes, such as through communications via email or other means.

Your continued use of the Services after any update to these Terms constitutes your acceptance of such changes.

1.4 Effective Date

The “Effective Date” of this Agreement is the date which is the earlier of:

  • (a) Customer’s initial access to the Services; or
  • (b) the effective date mentioned in the Order Form or SOW.

2. Engagement

2.1 License to Use Services

Subject to the Order Form/SOW and these Terms, Company will provide Customer a limited, revocable, non-transferable, non-sub-licensable, and non-exclusive license to use and access the Services in accordance with:

  • The Service Level Terms attached hereto as Exhibit A; and
  • Reasonable technical support services in accordance with the terms set forth in Exhibit B.

2.2 Scope of Services

The Services may include, but are not limited to:

  1. Demo and Consultation Services:
    • Product demonstrations of GenAI solutions
    • Business and finance problem analysis
    • Use case evaluation for Retail & Consumer segments
    • Strategic consultation sessions
  2. GenAI Solutions:
    • Custom GenAI implementations for business problems
    • Financial analysis and optimization solutions
    • Retail & Consumer segment-specific applications
    • Integration support and guidance
  3. Additional Services:
    • Training and onboarding
    • Ongoing support and maintenance
    • Custom development work as specified in SOW
    • Any other services as mutually agreed in writing

2.3 Statement of Work

This Agreement will also govern any statement of work (“Statement of Work” or “SOW”) covered under the Order Form describing any additional services to be provided by Company to Customer (“Additional Services” and together with the Services, the “Services”).

2.4 Non-Exclusive Basis

This Agreement is on a non-exclusive basis and Company shall not have any exclusive obligation to provide access to the Services under this Agreement to Customer. Customer shall be free to engage with any other service provider for similar services.

3. Restrictions and Responsibilities

3.1 Customer Restrictions

Customer will not, directly or indirectly:

  1. Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any documentation or data related to the Services;
  2. Derivative Works: Modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Company or authorized by the terms of this Agreement);
  3. Third-Party Use: Use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party without Company’s prior written consent;
  4. Removal of Notices: Remove any proprietary notices or labels from the Services or any materials provided by Company;
  5. Unauthorized Access: Attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services;
  6. Interference: Interfere with or disrupt the Services or servers or networks connected to the Services;
  7. Competitive Use: Use the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services.

3.2 Compliance with Laws

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with:

  • The terms of the Order Form and this Agreement;
  • All applicable laws and regulations, including but not limited to:
  • Data protection and privacy laws (GDPR, CCPA, DPDPA, etc.)
  • Export control laws
  • Anti-bribery and anti-corruption laws
  • Intellectual property laws

3.3 Account Security

Customer shall be responsible for:

  1. Maintaining Customer account and passwords (including but not limited to administrative and user passwords) in a secure manner to avoid any unauthorized access to the Services;
  2. All activities that occur under Customer’s account;
  3. Immediately notifying Company of any unauthorized use of Customer’s account or any other breach of security;
  4. Ensuring that Customer’s account information is accurate and up-to-date.

3.4 Cooperation

Customer will cooperate with Company and provide all assistance as reasonably requested by Company in connection with the provision of the Services, including:

  • Timely provision of necessary information and access
  • Designation of authorized representatives
  • Participation in scheduled meetings and reviews
  • Testing and acceptance of deliverables

3.5 Data Protection Compliance

Customer shall comply with all applicable laws regulating privacy or data protection and the collection, storage, use, and disclosure of Personal Data in connection with their use of the Services.

3.6 Electronic Communications

Customer consents to receive communications from Company through electronic means, including email, SMS, calls, or other such means in connection with its use and access to the Services.

3.7 Third-Party Services

To the extent that the Order Form or SOW contemplates Customer obtaining any external certifications, audits, or services from a third party (e.g., external auditor, CPA, or competent authority) (“Third-Party Services”) in connection with the Services provided by Company:

  1. Customer may be required to enter into separate agreements with the relevant third-party service provider;
  2. Company will not be a party to such agreements and bears no responsibility for the quality, accuracy, or completeness of the Third-Party Services;
  3. Any issues arising in connection with the Third-Party Services must be resolved directly between Customer and the third-party service provider;
  4. Customer shall be solely responsible for all costs and fees associated with Third-Party Services unless otherwise expressly agreed in writing.

4. Confidentiality

4.1 Definition of Proprietary Information

Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business that is:

  • Marked as confidential or proprietary at the time of disclosure; or
  • That reasonably should be considered confidential or proprietary based on the nature of the information and the circumstances surrounding the disclosure

(hereinafter referred to as “Proprietary Information” of the Disclosing Party).

4.2 Company’s Proprietary Information

Proprietary Information of Company includes:

  1. Information regarding features, functionality, and performance of the Services;
  2. Methodologies, processes, and algorithms used in providing the Services;
  3. Pricing information and business strategies;
  4. Information provided by Company to Customer pursuant to this Agreement and the Order Form;
  5. Any other information designated as confidential by Company.

4.3 Customer’s Proprietary Information

Proprietary Information of Customer includes:

  1. Customer Data (as defined below);
  2. Non-public data provided by Customer to Company to enable the provision of the Services;
  3. Business strategies, financial information, and operational data;
  4. Information about Customer’s use cases, requirements, and business problems.

“Customer Data” means the data submitted by Customer or its authorized users to Company and any reports, analyses, recommendations, and other content produced by Company using Customer’s information (but excluding any Company IP embodied in such reports and content).

4.4 Obligations of the Receiving Party

The Receiving Party agrees:

  1. Protection: To take reasonable precautions to protect such Proprietary Information of the Disclosing Party, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
  2. Limited Use: Not to use (except in performance of the obligations contemplated herein or as otherwise permitted herein) or divulge to any third person any such Proprietary Information of the Disclosing Party;
  3. Limited Disclosure: To disclose Proprietary Information only to the Receiving Party’s employees, representatives, and agents with a need to have access for the purposes of this Agreement and who are bound to written or statutory duties of confidentiality at least as onerous as this Agreement.

4.5 Exceptions to Confidentiality

The Disclosing Party agrees that the confidentiality obligations shall not apply with respect to any information that the Receiving Party can document:

  1. Publicly Available: Is or becomes generally available to the public other than by a breach of this Agreement;
  2. Prior Possession: Was in its possession or was known by it, prior to receipt from the Disclosing Party;
  3. Rightful Disclosure: Was rightfully disclosed to it without restriction by a third party who had the right to make such disclosure;
  4. Independent Development: Was independently developed without use of any Proprietary Information of the Disclosing Party;
  5. Legal Requirement: Is required to be disclosed by law or court order, provided that:
    • The Receiving Party which is required by law to disclose such information shall, to the extent legally permitted, beforehand notify the Disclosing Party of any such requirement;
    • The Receiving Party shall consult with the Disclosing Party regarding the manner of such disclosure;
    • The Receiving Party shall cooperate with the Disclosing Party’s efforts to seek protective orders or other appropriate remedies.

4.6 Use of Aggregated and Anonymized Data

Notwithstanding anything to the contrary, Company shall have the right to access, collect, use, process, store, and analyze:

  1. Meta Data: Meta data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies;
  2. Anonymized Data: Company will be free (during and after the term hereof) to use such information and data to:
    • Improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the provision of the Services;
    • Produce data, information, or other materials that cannot be identified as relating to a particular individual or company;
    • Conduct research, develop insights, and create benchmarks related to the Retail & Consumer segment;
    • Publish industry reports, whitepapers, and thought leadership content.

“Anonymized Data” means data, information, or other materials that cannot be identified as relating to a particular individual or company and is not reasonably capable of being linked in any way with Customer.

Company may use, process, store, disclose, and transmit the Anonymized Data for any purpose and without restriction or obligation to Customer of any kind, provided that the said Anonymized Data is not reasonably capable of being linked in any way with Customer.

4.7 Return or Destruction of Proprietary Information

The Receiving Party shall, upon the Disclosing Party’s written request:

  1. Securely destroy or return all of the Disclosing Party’s Proprietary Information (including copies thereof) in the Receiving Party’s custody or control;
  2. Provide written certification of such destruction or return within thirty (30) days of such request;
  3. Except that the Receiving Party may retain copies of Proprietary Information to the extent required by applicable law or professional retention policies, provided such retained information remains subject to the confidentiality obligations of this Agreement.

5. Payment of Fees

5.1 Fees

Company will bill Customer as per the fees specified in the Order Form or SOW (“Fees”) and any other amounts owing under this Agreement.

All Fees and other charges will be:

  1. Invoiced and payable by Customer in the currency specified by the Company in the Order Form or SOW;
  2. Exclusive of all applicable taxes, duties, and other governmental charges (except taxes based on Company’s net income);
  3. Non-refundable except as expressly provided in this Agreement.

5.2 Variable Fees

If Customer’s use of the Services or any feature thereof requires the payment of additional fees per the terms of the Order Form or SOW, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided therein.

This may include, but is not limited to:

  • Additional consultation hours beyond the agreed scope
  • Custom development work
  • Extended support services
  • Third-party service integration
  • Training sessions beyond initial onboarding

5.3 Fee Revisions

Company reserves the right to revise the Fees or applicable charges and to institute new charges and Fees:

  1. At the end of the Initial Term or then-current Renewal Term; or
  2. Upon thirty (30) days’ prior written notice to Customer for month-to-month arrangements.

It is clarified that no prior notice is required for adjustment of Fees on account of change in the exchange rate as may be specified in the Order Form.

5.4 Billing Disputes

If Customer reasonably believes that Company has billed Customer incorrectly, Customer must notify Company no later than fifteen (15) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

Inquiries should be directed to Company’s customer support department at support@questt.com.

5.5 Payment Terms

  1. Invoice Payment: Subject to the terms set forth in the Order Form or SOW, Company may choose to bill through an invoice, in which case:
    • Full payment for the invoices issued must be received by Company within fifteen (15) days of the invoice date;
    • Payment shall be made via wire transfer, check, or other payment method as specified in the invoice;
    • Late payments will be subject to interest charges as specified below.
  2. Credit Card/Online Payment: If Company offers online payment options:
    • Customer authorizes Company to charge the payment method on file;
    • Customer is responsible for keeping payment information current;
    • Failed payments may result in service suspension.

5.6 Late Payments

Unpaid amounts are subject to:

  1. Interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid;
  2. Immediate suspension or termination of Services, at the discretion of Company;
  3. Recovery of collection costs, including reasonable attorneys’ fees.

5.7 Taxes

  1. Customer Responsibility: Customer shall be responsible for all taxes associated with Services contemplated under the Order Form or SOW.
  2. Types of Taxes: The Fees for the Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example:
    • Goods and Services Tax (GST)
    • Value-added tax (VAT)
    • Sales tax
    • Use tax
    • Withholding taxes
    • Or any other similar taxes assessable by any jurisdiction whatsoever

(collectively, “Taxes”).

  1. Tax Invoicing: If Company has the legal obligation to remit or collect Taxes for which Customer is responsible, Company will invoice the Taxes owing to Customer, and Customer will pay them unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
  2. Exception: This Section 5.7 does not apply to Taxes assessable against Company based on Company’s income, property, or employees.

5.8 Expenses

Unless otherwise specified in the Order Form or SOW, Customer shall reimburse Company for all reasonable, pre-approved, out-of-pocket expenses incurred by Company in connection with the provision of Services, including:

  • Travel and accommodation expenses for on-site services
  • Third-party software or tool costs specific to Customer’s project
  • Professional certifications or assessments requested by Customer

All such expenses must be pre-approved by Customer in writing and will be billed at cost with supporting documentation.

6. Intellectual Property Rights; Feedback

6.1 Customer Data Ownership

Customer shall retain all ownership and intellectual property rights in and to Customer Data.

Customer hereby grants to Company and its affiliates a non-exclusive, transferable, sub-licensable, royalty-free license to use, copy, transmit, modify, distribute, publish, display, process, and host Customer Data:

  1. To provide the Services to Customer;
  2. In accordance with Company’s Privacy Policy;
  3. To operate, improve, expand, and modify Company’s Services;
  4. To create Anonymized Data as described in Section 4.6.

6.2 Customer Representations Regarding Data

Customer represents and warrants that it has obtained all necessary rights and consents to:

  1. Provide, store, transmit, or otherwise process Customer Data in connection with the Services;
  2. Grant Company and its affiliates the licenses and rights to use Customer Data in accordance with this Agreement;
  3. Ensure that Customer Data does not violate any third-party rights or applicable laws.

Customer is solely responsible for:

  • The accuracy, quality, integrity, and legality of Customer Data;
  • The means by which Customer acquired Customer Data;
  • Customer’s use of Customer Data with the Services.

6.3 Company Intellectual Property Rights

6.3.1 Ownership

In providing access to the Services, Company may use or include any Company IP that was licensed, procured, or developed by or for the Company, which shall at all times be owned and/or deemed to be owned by the Company.

Additionally, the Company shall at all times own and/or be deemed to own and will retain all right, title, and interest in and to:

  1. The Services, methodologies, processes, and algorithms used in providing the Services;
  2. Any documentation made available by Company relating to the use and performance of the Services;
  3. Any and all derivative works of, or improvements, enhancements, modifications, or updates to any of the foregoing;
  4. Any tools, developer codes, templates, platforms, or software used in connection with the Services;
  5. Any reports, analyses, recommendations, or deliverables created by Company in the course of providing Services (excluding Customer Data contained therein);
  6. All feedback, suggestions, and improvements provided by Customer that are incorporated into the Services.

6.3.2 Definition of Company IP

For the purposes of this Agreement, “Company IP” shall mean all:

  • Trade secrets, know-how, source code, object code
  • Technical information, commercial and financial data
  • Copyright, designs, inventions, patents
  • Service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent)
  • Methodologies, processes, and business methods
  • Databases and data compilations
  • All other industrial or intellectual property rights (whether registered or not) of the Company

6.4 Work Product

Any deliverables, reports, analyses, recommendations, or other work product created by Company in the course of providing Services (“Work Product”) shall be owned by Company, subject to the following:

  1. License to Customer: Company grants Customer a perpetual, non-exclusive, non-transferable, royalty-free license to use the Work Product for Customer’s internal business purposes;
  2. Company Rights: Company retains the right to:
    • Use the Work Product to provide services to other customers;
    • Create derivative works based on the Work Product;
    • Incorporate methodologies, techniques, and learnings from the Work Product into Company’s general knowledge base and future services;
    • Use Anonymized Data derived from the Work Product as described in Section 4.6.
  3. Exclusion: Customer Data contained in the Work Product remains the property of Customer as described in Section 6.1.

6.5 Reservation of Rights

Each Party grants the other only the licenses and rights to such Party’s intellectual property as expressly set out in this Agreement.

No other licenses or rights (including licenses or rights under patents) are granted either directly, by implication, estoppel, or otherwise.

All rights not expressly granted under this Agreement are reserved by the respective Party.

6.6 Feedback

Customer may voluntarily post, submit, or otherwise communicate to Company any:

  • Questions, comments, suggestions
  • Ideas, original or creative materials
  • Feedback about the Services
  • Suggestions for improvements or new features
  • Reports of errors or problems

(collectively, “Feedback”).

Customer grants to Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to:

  • Copy, publicly perform, publicly display, modify, distribute, or otherwise use in any manner in Company’s sole discretion such Feedback for any purpose, commercial or otherwise;
  • Incorporate Feedback into Company’s Services or other products;
  • Create derivative works based on Feedback

All without acknowledgment or compensation to Customer.

6.7 Pre-Existing Materials

If either Party incorporates any pre-existing materials owned by such Party into any deliverables or Work Product, such Party:

  1. Retains all ownership rights in such pre-existing materials;
  2. Grants the other Party a license to use such pre-existing materials as part of the deliverables for the purposes contemplated by this Agreement.

7. Term and Termination

7.1 Initial Term and Renewal

Subject to earlier termination as provided below:

  1. Commencement: This Agreement commences on the Effective Date;
  2. Initial Term: The initial subscription term is as specified in the Order Form or SOW (“Initial Term”);
  3. Automatic Renewal: Except as set forth in such Order Form or SOW, the term of such Order Form or SOW will automatically renew for successive renewal terms equal to the length of the Initial Term (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless:
    • Either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term; or
    • The Order Form or SOW specifies different renewal terms.

7.2 Termination for Cause

7.2.1 Material Breach

In addition to any other remedies it may have, either Party may terminate this Agreement upon thirty (30) days’ written notice if:

  1. The other Party materially breaches any of the terms or conditions of this Agreement; and
  2. Fails to cure such material breach within the thirty (30) days’ notice period.

Material breaches include, but are not limited to:

  • Non-payment of fees (which may be terminated without cure period)
  • Breach of confidentiality obligations
  • Unauthorized use of intellectual property
  • Violation of use restrictions
  • Material breach of data protection obligations

7.2.2 Immediate Termination

Company may immediately terminate the Agreement without notice if:

  1. Customer fails to pay any amounts due within fifteen (15) days of the due date;
  2. Customer materially breaches the use restrictions in Section 3;
  3. Customer’s actions pose a security risk to the Services or other customers;
  4. Customer becomes insolvent or enters bankruptcy proceedings.

7.3 Termination for Convenience

Either Party may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to the other Party, provided that:

  1. Customer shall pay all fees for Services provided up to the effective date of termination;
  2. If termination occurs during the Initial Term or a Renewal Term, Customer shall pay a termination fee equal to 50% of the remaining fees for the then-current term;
  3. This termination fee may be waived in the Order Form or at Company’s sole discretion.

7.4 Termination Due to Change in Circumstances

Company may terminate the Agreement if there is a material change of circumstances, including:

  1. A condition or circumstance which Company was not aware of, or ought not to have reasonably been aware of, becomes apparent;
  2. Such that Company, acting reasonably, determines that continued provision of Services as contemplated under the Order Form or SOW is not feasible in accordance with this Agreement;
  3. Company provides at least thirty (30) days’ prior written notice to Customer (or such shorter period as may be reasonable under the circumstances);
  4. Customer will be entitled to a pro-rata refund of any prepaid fees for Services not yet provided.

7.5 Effect of Termination

Upon termination or expiration of the Agreement:

7.5.1 Immediate Effects

  1. Cessation of Services: Company shall cease and revoke all licenses/works/developments/Services in respect of this Agreement;
  2. Cessation of Use: Customer shall immediately stop using the Services except as expressly set forth in Section 7.5.2;
  3. Payment Obligations: Customer will not be relieved of its payment obligations to Company and:
    • All outstanding payments will be due and payable immediately on expiration or termination, whichever is earlier;
    • This includes any fees for Services provided up to the termination date;
    • Any applicable termination fees as specified in Section 7.3.

7.5.2 Data Retrieval Period

Upon termination or expiry:

  1. Customer will have restricted access to the Services for a period of thirty (30) days from the date of such termination or expiry;
  2. Such access is solely for the purpose of retrieving any Customer Data;
  3. Company will make available restricted access to one data administrator as identified and communicated to it by Customer;
  4. After this 30-day period, Company may permanently delete all Customer Data unless otherwise required by law.

7.5.3 Return of Proprietary Information

Each Party shall, within thirty (30) days of termination:

  1. Return or securely destroy all Proprietary Information of the other Party;
  2. Certify in writing that it has complied with this obligation;
  3. Except that each Party may retain copies to the extent required by law or professional retention policies, subject to continued confidentiality obligations.

7.6 Survival

All sections of this Agreement, which by their nature should survive termination or expiration of the Agreement, will survive termination or expiration, including, without limitation:

  • Section 4 (Confidentiality)
  • Section 5 (Payment of Fees) - for amounts accrued prior to termination
  • Section 6 (Intellectual Property Rights)
  • Section 8 (Warranty and Disclaimers)
  • Section 9 (Indemnity)
  • Section 10 (Limitation of Liability)
  • Section 12 (Miscellaneous) - applicable provisions
  • Any other provision that by its nature should survive

8. Warranty and Disclaimers

8.1 Mutual Warranties

Each Party represents and warrants that:

  1. It has validly entered into this Agreement and has the legal power to do so;
  2. The execution, delivery, and performance of this Agreement by such Party:
  • Has been duly authorized by all necessary corporate action;
  • Does not violate any applicable law or regulation;
  • Does not conflict with any agreement to which such Party is bound;
  1. When executed and delivered, this Agreement will constitute a legal, valid, and binding obligation of such Party.

8.2 Company Warranties

Subject to the Service Level Terms attached hereto as Exhibit A and reasonable technical support services in accordance with the terms set forth in Exhibit B, Company warrants that:

  1. Professional Standards: Company shall provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards;
  2. Service Availability: Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services;
  3. Qualified Personnel: Company will assign appropriately qualified personnel to perform the Services;
  4. Compliance: Company will comply with all applicable laws in the provision of the Services.

8.3 Service Availability Disclaimer

Notwithstanding the foregoing:

  1. The Services may be temporarily unavailable for:
  • Scheduled maintenance (as specified in Exhibit A);
  • Unscheduled emergency maintenance;
  • Causes beyond Company’s reasonable control;
  1. Company shall use reasonable efforts to:
  • Provide advance notice in writing or by e-mail of any scheduled service disruption;
  • Minimize the duration and impact of unscheduled disruptions.

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8:

  1. AS-IS BASIS: COMPANY PROVIDES THE SERVICES (INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN) ON AN “AS IS” AND “AS AVAILABLE” BASIS;
  2. NO IMPLIED WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF:
    • TITLE
    • ACCURACY OF DATA
    • NON-INFRINGEMENT
    • MERCHANTABILITY
    • FITNESS FOR A PARTICULAR PURPOSE
    • QUIET ENJOYMENT
    • QUALITY OF INFORMATION
    • SYSTEM INTEGRATION
  3. NO GUARANTEE: COMPANY DOES NOT WARRANT THAT:
    • The Services will be uninterrupted, error-free, or completely secure;
    • Any errors or defects will be corrected;
    • The Services will meet Customer’s requirements or expectations;
    • The results obtained from use of the Services will be accurate or reliable;
    • Any advice or information obtained through the Services will be accurate or reliable.

8.5 Limited Duration of Implied Warranties

IF ANY OF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO CUSTOMER OR ARE VOID WITH RESPECT TO CUSTOMER UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE SHORTER OF:

  1. Ninety (90) days from the date of first purchase or first delivery of the Services; AND
  2. The shortest period permitted by applicable laws and regulations.

8.6 Third-Party Services

Company makes no representations or warranties regarding:

  1. Any third-party services, software, or content accessed through or integrated with the Services;
  2. The reliability, accuracy, or quality of Third-Party Services;
  3. Any results obtained through the use of Third-Party Services.

8.7 Customer Acknowledgments

Customer acknowledges and agrees that:

  1. Use of the Services is at Customer’s sole risk;
  2. Customer is solely responsible for any damage to its computer system or loss of data that results from use of the Services;
  3. No advice or information obtained by Customer from Company or through the Services shall create any warranty not expressly stated in this Agreement.

9. Indemnity

9.1 Indemnification by Company

9.1.1 Scope of Company Indemnification

Company will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”).

Company will indemnify Customer from any:

  • Damages, reasonable attorneys’ fees, and costs finally awarded against Customer as a result of a Claim Against Customer; or
  • Amounts paid by Customer under a settlement approved by Company in writing in respect of a Claim Against Customer.

9.1.2 Conditions for Company Indemnification

Customer’s entitlement to indemnification is conditioned upon Customer:

  1. Promptly giving Company written notice of the Claim Against Customer (failure to provide prompt notice will not relieve Company of its obligations except to the extent Company is prejudiced thereby);
  2. Giving Company sole control of the defense and settlement of the Claim Against Customer (except that Company may not settle any Claim Against Customer in a manner that imposes liability on Customer without Customer’s prior written consent);
  3. Giving Company all reasonable assistance, at Company’s cost.

9.1.3 Customer’s Right to Participate

Subject to the foregoing, Customer may participate in the defense and/or settlement of any Claim Against Customer with counsel of its choosing at its own cost.

9.1.4 Exceptions to Company Indemnification

The foregoing defense and indemnification obligations will NOT apply if a Claim Against Customer arises from:

  1. Lack of Specificity: The allegation does not state with specificity that the Services are the basis of the Claim Against Customer;
  2. Combination with Non-Company Items: Use or combination of the Services or any part thereof with any other products, software, hardware, data, processes, or services not provided by Company (if such infringement would not have occurred but for such combination);
  3. Non-Compliant Use: Customer’s use of the Services other than in accordance with this Agreement;
  4. Unauthorized Modification: Any modification of the Services not made or authorized in writing by Company;
  5. Free Services: Services provided at no charge under an Order Form or SOW;
  6. Customer Data: Customer Data or content provided by Customer;
  7. Continued Infringement: Where Customer continues allegedly infringing activity after:
    • Being notified thereof by Company or a third party; or
    • Being informed of modifications that would have avoided the alleged infringement.

9.1.5 Company’s Remedies

If the Services become, or in Company’s opinion are likely to become, the subject of a Claim Against Customer, Company may, at its option and expense:

  1. Modify: Modify the Services so that they are no longer infringing;
  2. Obtain License: Obtain for Customer a license to continue using the Services;
  3. Replace: Replace the infringing portion of the Services with non-infringing services or software;
  4. Terminate: If none of the foregoing is commercially reasonable, terminate this Agreement and refund to Customer any prepaid, unused fees for the terminated Services.

9.1.6 Exclusive Remedy

This Section 9.1 states Company’s sole liability and Customer’s exclusive remedy for any Claim Against Customer.

9.2 Indemnification by Customer

9.2.1 Scope of Customer Indemnification

Customer will defend Company and its affiliates against any claim, demand, suit, or proceeding made or brought against Company or any of its affiliates by any third party alleging that:

  1. Customer Data Issues:
    • Customer Data or Customer’s use of Customer Data with the Services:
      • Infringes or misappropriates the intellectual property or other proprietary rights of a third party; or
      • Violates applicable law (including data protection laws); or
  2. Combination Claims:
    • The combination of any software, application, hardware, or system with the Services infringes or misappropriates a third party’s intellectual property rights; or
  3. Customer’s Breach:
    • Customer’s breach of any representation, warranty, or obligation under this Agreement causes harm to a third party

(each a “Claim Against Company”).

Customer will indemnify and hold Company and its affiliates harmless from and against any and all:

  • Damages, liabilities, fines, penalties, settlements
  • Reasonable attorneys’ fees, costs, and expenses of any kind
  • Incurred by Company and/or its affiliates in connection with a Claim Against Company

9.2.2 Company’s Rights

Company may:

  1. Participate in the defense and/or settlement of a Claim Against Company with counsel of its choosing at its own expense;
  2. Require that Customer not settle any Claim Against Company in a manner that:
  • Admits fault on behalf of Company;
  • Imposes obligations on Company;
  • Grants rights to third parties that affect Company; Without Company’s prior written consent (which shall not be unreasonably withheld).

9.3 Indemnification Procedures

For all indemnification claims under this Section 9:

  1. Notice: The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought;
  2. Control: The indemnifying party shall have sole control over the defense and settlement of the claim, provided that:
    • The indemnified party may participate with counsel of its choosing at its own expense;
    • The indemnifying party shall not settle any claim in a manner that adversely affects the indemnified party without the indemnified party’s prior written consent;
  3. Cooperation: The indemnified party shall reasonably cooperate with the indemnifying party in the defense of the claim at the indemnifying party’s expense;
  4. No Admission: The indemnified party shall not make any admission of liability or settle any claim without the indemnifying party’s prior written consent.

10. Limitation of Liability

IMPORTANT: THIS SECTION LIMITS COMPANY’S LIABILITY TO CUSTOMER. PLEASE READ IT CAREFULLY.

10.1 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER CUSTOMER OR COMPANY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR:

  1. Indirect Damages: Any lost profits, lost revenues, lost business opportunities, or loss of goodwill;
  2. Special Damages: Any special, incidental, consequential, exemplary, cover, or punitive damages or losses;

HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion applies even if a remedy fails of its essential purpose.

10.2 General Cap on Liability

SAVE AS OTHERWISE MENTIONED IN SECTION 10.3 BELOW, IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE ORDER FORM (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED:

The total amount paid by Customer hereunder in the twelve (12) month period preceding the last event giving rise to the liability (“Standard Cap”).

10.3 Exceptions to General Cap

Company’s aggregate liability arising out of or related to the Agreement due to any of the following shall not exceed, in the aggregate, THREE (3) TIMES THE STANDARD CAP:

  1. Breach of Confidentiality: Any breach of confidentiality obligations by Company under Section 4;
  2. Intellectual Property Breach: Any breach of intellectual property obligations by Company under Section 6;
  3. Data Protection Violations: Material violations of Company’s obligations under Section 11 (Data Protection and Security) or the Data Protection Addendum.

10.4 Customer-Caused Losses

COMPANY SHALL NOT, IN ANY MANNER, BE HELD LIABLE FOR ANY LOSS OR DAMAGE THE REASONS OF WHICH ARE ATTRIBUTABLE TO CUSTOMER, including but not limited to:

  1. Customer’s failure to properly implement or use the Services;
  2. Customer’s breach of this Agreement;
  3. Customer’s failure to provide accurate or complete information;
  4. Customer’s negligence or willful misconduct;
  5. Customer’s violation of applicable laws;
  6. Issues arising from Customer Data or third-party services selected by Customer.

10.5 Time Limitation on Claims

No action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued, except that an action for non-payment may be brought within the applicable statute of limitations period.

10.6 Essential Basis of the Bargain

CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT COMPANY WOULD NOT PROVIDE THE SERVICES OR ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

10.7 Liability Carve-Outs

The limitations of liability in this Section 10 shall not apply to:

  1. Indemnification Obligations: Either Party’s indemnification obligations under Section 9;
  2. Gross Negligence or Willful Misconduct: Liability arising from a Party’s gross negligence or willful misconduct;
  3. Fraud: Liability for fraud or fraudulent misrepresentation;
  4. Mandatory Liability: Liability that cannot be limited or excluded under applicable law, including:
    • Death or personal injury caused by negligence;
    • Violations of consumer protection laws where exclusion is prohibited;
    • Statutory rights that cannot be waived.

10.8 Allocation of Risk

The provisions of this Section 10 allocate the risks under this Agreement between the Parties. This allocation is reflected in the pricing offered by Company and is an essential element of the basis of the bargain between the Parties.

11. Data Protection and Security

11.1 Data Protection Addendum

To the extent Company processes any Customer Personal Data (as defined in the DPA) on behalf of Customer in connection with the provision of the Services:

  1. The Data Protection Addendum available at https://questt.ai/dpa/ (“DPA”) as may be updated by Company from time to time if required by applicable law, which is hereby incorporated by reference, shall apply;
  2. The Parties agree to comply with the terms of the DPA;
  3. For the purposes of the Standard Contractual Clauses (as defined in the DPA) which form part of the DPA, when and as applicable:
    • Customer and its affiliates are each the data exporter;
    • Customer’s signing of or entering into this Agreement, and an applicable affiliate’s signing of or entering into an Order Form, shall be treated as signing of the Standard Contractual Clauses and their Annexes.

11.2 Security Measures

Company will implement and maintain commercially reasonable industry-standard physical, technical, and organizational measures and safeguards designed to protect Customer Data against:

  • Unlawful or accidental access
  • Unauthorized processing, disclosure, destruction, damage, or loss
  • Security incidents and data breaches

Such measures include, but are not limited to:

  1. Encryption of data in transit and at rest
  2. Access controls and authentication mechanisms
  3. Regular security assessments and updates
  4. Employee training on data security
  5. Incident response procedures
  6. Business continuity and disaster recovery plans

Details of specific security measures are set forth in the DPA and any applicable security documentation.

11.3 Security Incident Notification

  1. Prompt Notification: Company will promptly notify Customer of any Security Incidents affecting the confidentiality, integrity, or availability of Customer Data;
  2. Timeframe: Such notification shall be provided without undue delay and, where feasible, within seventy-two (72) hours of Company becoming aware of the Security Incident;
  3. Information Provided: The notification shall include, to the extent available:
    • Nature of the Security Incident
    • Categories and approximate number of affected data subjects and data records
    • Likely consequences of the Security Incident
    • Measures taken or proposed to address the Security Incident
    • Contact point for further information
  4. Remediation: Company will take all reasonable measures to:
    • Mitigate the effects of the Security Incident;
    • Prevent future similar incidents;
    • Keep Customer reasonably informed of developments.

11.4 Data Retention and Deletion

  1. Retention Period: Company will retain Customer Data only for as long as necessary to provide the Services or as required by applicable law;
  2. Deletion Upon Termination: Upon termination or expiration of this Agreement:
    • Company will delete or return Customer Data as specified in Section 7.5.2;
    • After the data retrieval period, Company will securely delete Customer Data unless:
      • Customer requests in writing that Company retain the data for a specified period;
      • Company is required by law to retain the data;
    • Deletion will be performed in a manner that prevents recovery or reconstruction of the data.
  3. Secure Deletion: Company will use industry-standard methods for secure deletion, including:
    • Cryptographic erasure of encrypted data;
    • Overwriting of storage media;
    • Physical destruction where appropriate.

11.5 Data Location and Transfers

  1. Primary Location: Customer Data will be stored and processed primarily in India
  2. International Transfers: Company may transfer and process Customer Data in other countries where Company or its subprocessors maintain facilities, provided that:
    • Such transfers comply with applicable data protection laws;
    • Appropriate safeguards are in place as required by law (such as Standard Contractual Clauses);
    • Customer is informed of such transfers as required by the DPA.

11.6 Subprocessors

  1. Authorization: Customer authorizes Company to engage subprocessors for processing Customer Data, subject to the terms of the DPA;
  2. List of Subprocessors: A current list of subprocessors is available in Annex 2 of the DPA;
  3. Notification: Company will provide advance notice of any changes to its subprocessors as specified in the DPA;
  4. Liability: Company remains liable for the acts and omissions of its subprocessors to the same extent as if performing the services directly.

11.7 Audits and Compliance

  1. Right to Audit: Customer has the right to audit Company’s compliance with its data protection obligations as set forth in the DPA;
  2. Audit Procedures: Audits shall be conducted in accordance with the procedures specified in the DPA;
  3. Certifications: Company will maintain relevant security certifications and make evidence of such certifications available to Customer upon request.

11.8 Customer Responsibilities

Customer is responsible for:

  1. Obtaining all necessary consents and providing all necessary notices for the processing of Personal Data;
  2. Ensuring the lawfulness of the transfer of Customer Data to Company;
  3. Complying with all applicable data protection laws in its use of the Services;
  4. Implementing appropriate security measures for its own systems and access credentials.

12. Miscellaneous

12.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid by any court or competent authority:

  1. That provision will be limited or eliminated to the minimum extent necessary;
  2. The remaining provisions of this Agreement will otherwise remain in full force and effect and enforceable;
  3. The Parties will negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

12.2 Assignment

  1. By Customer: This Agreement is not assignable, transferable, or sub-licensable by Customer except with Company’s prior written consent, which consent shall not be unreasonably withheld;
  2. By Company: Company may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent to:
    • Any affiliate of Company;
    • Any successor or acquirer of Company’s business or assets;
  3. Effect of Unauthorized Assignment: Any attempted assignment in violation of this Section shall be void;
  4. Binding on Successors: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

12.3 Entire Agreement

This Agreement, including all Order Forms, SOWs, and referenced policies:

  1. Constitutes the complete and exclusive statement of the mutual understanding of the Parties;
  2. Supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement;
  3. May not be modified except as follows:
  • All amendments and modifications must be in a writing signed by both Parties;
  • Except that Company may update the terms of this Agreement as provided in Section 1.3;
  • Order Forms and SOWs may be executed separately and shall be governed by this Agreement.

12.4 Order of Precedence

In the event of any conflict or inconsistency between documents, the following order of precedence shall apply (highest to lowest):

  1. Data Protection Addendum (for data protection matters only)
  2. Order Form or Statement of Work
  3. These Terms of Use
  4. Privacy Policy and other referenced policies

12.5 Relationship of Parties

  1. Independent Contractors: The Parties are independent contractors. This Agreement does not create:
    • Any partnership, joint venture, or agency relationship;
    • Any employment relationship;
    • Any franchise relationship;
  2. No Authority to Bind: Neither Party has any authority of any kind to bind the other Party in any respect whatsoever;
  3. No Benefits: Neither Party shall represent itself as an agent or partner of the other Party, and each Party shall be solely responsible for its own employees and contractors.

12.6 Waiver

  1. No Implied Waiver: The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision or any other right or provision;
  2. Written Waiver Required: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term;
  3. Specific Waiver Only: Any waiver must be in writing and signed by the Party granting the waiver.

12.7 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including:

  • Acts of God, natural disasters, epidemics, pandemics
  • War, terrorism, civil unrest, riots
  • Government actions, embargoes, sanctions
  • Labor disputes, strikes (except those involving Party’s own employees)
  • Failures of telecommunications, internet, or cloud service providers
  • Cyber attacks affecting infrastructure beyond Party’s control

The affected Party shall:

  1. Promptly notify the other Party of the force majeure event;
  2. Use reasonable efforts to minimize the impact and duration of the failure or delay;
  3. Resume performance as soon as reasonably practicable.

If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Order Form or SOW upon written notice.

12.8 Notices

12.8.1 General Notices

Company may provide Customer with notices that affect Company’s customers generally via:

  • Email to the email address provided by Customer;
  • Posting on the Company website;
  • In-app notifications;
  • Other electronic means.

12.8.2 Legal Notices

All formal legal notices under this Agreement will be in writing and will be deemed to have been duly given:

  • When received, if personally delivered;
  • When transmitted, if transmitted by email (with confirmation of transmission);
  • One business day after deposit with an overnight courier service;
  • Three business days after being sent by registered or certified mail, return receipt requested.

12.8.3 Notice Addresses

  1. Notices to Company:
    • Email: support@questt.com
    • Marked: “Attention: Legal Department”
      • Address: Urban Vault 1666/A, 4th Floor, 14th Main, Sector 3, Sarjapur - Marathahalli Road, HSR Layout, Bengaluru, Karnataka - 560102, India.
  2. Notices to Customer:
    • To the email address provided by Customer on the Order Form or SOW;
    • Company may update this email address based on communications from Customer’s authorized representatives.

12.9 Governing Law and Dispute Resolution

12.9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions.

12.9.2 Negotiation

If a dispute arises under this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations between senior executives of each Party for a period of thirty (30) days.

12.9.3 Arbitration

If the dispute cannot be resolved through negotiations:

  1. Arbitration Requirement: The dispute shall be referred to binding arbitration conducted by a single arbitrator;
  2. Arbitration Rules: The arbitration shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 as modified herein;
  3. Confidentiality: All arbitration proceedings shall be confidential;
  4. Seat of Arbitration: The seat of arbitration shall be Bengaluru, Karnataka, India, or such other location as mutually agreed by the Parties in writing;
  5. Language: The arbitration shall be conducted in English;
  6. Award: The award or decision of the arbitrator shall be final, binding, and conclusive, and judgment may be entered upon such award by any court of competent jurisdiction;
  7. Costs: Each Party shall bear its own costs and expenses of arbitration, and the Parties shall equally share the fees and expenses of the arbitrator unless the arbitrator awards costs to the prevailing Party.

12.9.4 Injunctive Relief

Notwithstanding the arbitration requirement, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to:

  • Protect its intellectual property rights;
  • Prevent a breach of confidentiality obligations;
  • Prevent irreparable harm pending arbitration.

12.9.5 Jurisdiction

Subject to the arbitration clause, the courts in Bengaluru, Karnataka, India shall have exclusive supervisory jurisdiction over any disputes under this Agreement.

12.10 Attorney’s Fees

In any action or proceeding to enforce rights under this Agreement:

  1. The prevailing Party will be entitled to recover its reasonable costs and attorneys’ fees;
  2. “Prevailing Party” means the Party that receives substantially the relief sought, whether by judgment, dismissal, settlement, or otherwise.

12.11 Publicity and Marketing

12.11.1 Press Release

The Parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, subject to both Parties’ approval.

12.11.2 Customer Reference

Customer authorizes Company to:

  1. Publicly disclose that Customer is a customer of Company;
  2. Use Customer’s name and logo to identify Customer as a customer on:
  • Company’s website;
  • Marketing materials;
  • Sales presentations;
  • Case studies and testimonials (subject to Section 12.11.3).

12.11.3 Case Studies and Testimonials

  1. Development: Company may develop and publish case studies, testimonials, or similar content referencing Customer’s experience with the Services;
  2. Prior Notice: Company shall provide Customer with prior written notice of any such intended use;
  3. Objection Period: If Customer does not object in writing within ten (10) business days of such notice, Company may reasonably proceed with publication;
  4. Approval: For detailed case studies, Company shall provide Customer with a draft for review and approval before publication;
  5. Withdrawal: Customer may withdraw consent at any time thereafter with written notice, in which case Company shall, within a reasonable period, cease any public use of such materials.

12.11.4 Logo Usage

Company’s certification badges and logos (if applicable) may only be used:

  1. In the form provided by Company, without modification;
  2. Solely by Customers with valid certifications or active subscriptions;
  3. In accordance with Company’s brand guidelines;
  4. For the duration of Customer’s active subscription or certification.

Company disclaims any liability arising from unauthorized or misleading use of its badges or logos.

12.12 Export Controls and Sanctions

12.12.1 Compliance

Customer will comply with all applicable export control laws, including:

  • U.S. export control laws;
  • Indian export control laws;
  • EU export control regulations;
  • Any other applicable international export control laws.

12.12.2 No Performance if Illegal

Company will not have any liability to Customer for any non-performance of its obligations under this Agreement to the extent that the non-performance is mandated by applicable law.

12.12.3 Customer Representations

Customer represents and warrants to Company that:

  1. Neither Customer nor its affiliates, nor any of Customer’s or its affiliates’ users, officers, or directors, are:
    • Persons, entities, or organizations prohibited from receiving Services by virtue of any applicable law, regulation, or executive order;
    • Named on any sanctions list, including:
      • U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List;
      • EU sanctions lists;
      • Any other applicable sanctions lists;
  2. Customer will not:
    • Use the Services in any country or territory that is subject to comprehensive sanctions;
    • Provide access to the Services to any person or entity that is prohibited from receiving them;
    • Use the Services for any prohibited end-use.

12.12.4 Anti-Bribery and Modern Slavery

Customer will comply with the requirements of applicable anti-bribery and modern slavery laws, including:

  1. The Prevention of Corruption Act, 1988 (India);
  2. The Foreign Corrupt Practices Act of 1977 (U.S.);
  3. The UK Bribery Act of 2010;
  4. Any applicable anti-slavery laws.

12.13 Equitable Relief

Each Party acknowledges and agrees that:

  1. The other may suffer irreparable damage in the event of a breach or threatened breach of any provision of this Agreement pertaining to:
  • Protection of intellectual property rights;
  • Proprietary Information;
  • Confidentiality obligations;
  1. Accordingly, either Party shall have the right, in addition to any other rights each of them may have, to seek in any court of competent jurisdiction:
    • Temporary, preliminary, and/or permanent injunctive relief;
    • Specific performance;
    • Other equitable remedies; To restrain any breach or threatened breach of such provisions;
  2. Such right to equitable relief shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

12.14 Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12.15 Counterparts

This Agreement and any Order Forms or SOWs may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

12.16 Interpretation

  1. Headings: The headings and titles in this Agreement are for convenience only and have no legal or contractual effect;
  2. Includes: The word “including” and similar terms mean “including without limitation”;
  3. Language: This Agreement is executed in English. If this Agreement is translated into any other language, the English version shall prevail in case of any conflict;
  4. Construction: This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing such instrument to be drafted.

12.17 Survival of Terms

The following provisions shall survive any termination or expiration of this Agreement:

  • All accrued payment obligations
  • Sections 4 (Confidentiality), 6 (Intellectual Property), 8 (Warranty and Disclaimers), 9 (Indemnity), 10 (Limitation of Liability), 11 (Data Protection), and 12 (Miscellaneous)
  • Any other provision that by its nature should survive

12.18 Contact Information

If Customer has any questions about the Services or this Agreement, Customer may contact Company:

General Inquiries:

Support:

Exhibit A: Service Level Terms

A.1 Service Availability

The Services shall be available (System Availability) 99%, measured monthly, excluding:

  • National holidays in India;
  • Weekends (Saturday and Sunday);
  • Scheduled maintenance windows.

A.2 Calculation of System Availability

System Availability percentage is calculated as follows:

System Availability % = [(Total Minutes in the Month – Downtime) / Total Minutes in the Month] × 100

Where:

  • Total Minutes in the Month = Total number of minutes in the calendar month
  • Downtime = Total minutes of unavailability, excluding:
  • Scheduled maintenance
  • Force majeure events
  • Outages caused by Customer’s actions or negligence
  • Outages of third-party connections or utilities beyond Company’s control

A.3 Scheduled Maintenance

Weekly Maintenance Window: Sunday 2:00 AM to 6:00 AM India Standard Time (IST)

  1. Advance Notice: Company will provide advance notice of scheduled maintenance:
    • Routine maintenance: At least 48 hours’ notice
    • Emergency maintenance: As soon as reasonably practicable
  2. Extended Maintenance: For maintenance expected to extend beyond the scheduled window, Company will provide at least seven (7) days’ advance notice where possible;
  3. Customer-Requested Maintenance: If Customer requests maintenance during non-scheduled hours, any uptime or downtime calculation will exclude periods affected by such maintenance.

A.4 Service Credits

  1. Eligibility: If System Availability falls below 99% in any calendar month (excluding permitted exclusions), Customer may request a Service Credit;
  2. Service Credit Amount: Service Credits are calculated as follows:
System AvailabilityService Credit
95% - 98.99%10% of monthly fees
90% - 94.99%25% of monthly fees
Below 90%50% of monthly fees
  1. Request Process:
    • Customer must request Service Credits within thirty (30) days of the end of the affected month;
    • Requests must be submitted via email to support@questt.com;
    • Requests must include reasonable documentation of the downtime experienced;
  2. Credit Application: Service Credits will be applied to Customer’s account within thirty (30) days of approval and may be used against future invoices;
  3. Sole Remedy: Service Credits are Customer’s sole and exclusive remedy for any failure by Company to meet the Service Level Terms.

A.5 Exclusions from Downtime

The following shall not be counted as Downtime for purposes of Service Level calculations:

  1. Scheduled maintenance during the defined maintenance windows;
  2. Downtime resulting from circumstances beyond Company’s reasonable control, including:
    • Force majeure events;
    • Internet service provider failures;
    • Customer’s internet connectivity issues;
    • Third-party software or service failures;
    • Cyber attacks or denial of service attacks;
  3. Downtime caused by Customer’s:
    • Improper use of the Services;
    • Use of the Services in breach of this Agreement;
    • Failure to follow Company’s usage guidelines;
    • Actions or inactions of Customer’s authorized users;
  4. Suspension of Services due to non-payment;
  5. Beta, trial, or free tier services;
  6. Availability of individual features or functions (only overall Service availability is measured).

A.6 Monitoring and Reporting

  1. Monitoring: Company monitors System Availability using automated monitoring tools;
  2. Monthly Reports: Upon request, Company will provide Customer with monthly availability reports.

Exhibit B: Support Terms

B.1 Support Hours

Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of:

8:00 AM through 6:00 PM India Standard Time (IST)

Excluding:

  • Indian national holidays (as notified by Company);
  • Company-designated holidays.

B.2 Support Channels

Customer may obtain technical support through the following channels:

  1. Email Support: support@questt.com
    • Responses provided during Support Hours;
    • Preferred method for non-urgent issues;

B.3 Ticket Priorities and Response Times

Company will use commercially reasonable efforts to respond to support tickets within the following timeframes based on priority:

Priority LevelDefinitionInitial Response TimeResolution Target
Critical (P1)Complete Service outage or critical functionality unavailable affecting all users4 business hours24 business hours
High (P2)Major functionality impaired or unavailable affecting multiple users8 business hours3 business days
Medium (P3)Partial, non-critical loss of functionality affecting few users1 business day5 business days
Low (P4)General questions, feature requests, minor issues2 business daysBest effort

Notes:

  • Initial Response Time: Time to first substantive response from Company support team;
  • Resolution Target: Expected time to resolve the issue (actual resolution time may vary based on issue complexity);
  • Business Hours: Calculated during Support Hours only;
  • Business Day: Monday through Friday, excluding holidays.

B.4 Priority Level Determination

  1. Customer Assignment: Customer may initially assign priority level when submitting a ticket;

  2. Company Review: Company reserves the right to re-assign priority levels based on:

    • Actual impact on Services;
    • Number of users affected;
    • Availability of workarounds;
    • Criticality to business operations;

  3. Priority Criteria:

    Critical (P1):

    • Complete Service outage;
    • Critical functionality completely unavailable;
    • All or majority of users unable to access Services;
    • Data loss or corruption;
    • Security breach;

    High (P2):

    • Major functionality significantly impaired;
    • Multiple users affected;
    • Significant impact on productivity;
    • No reasonable workaround available;

    Medium (P3):

    • Partial loss of non-critical functionality;
    • Few users affected;
    • Workaround available;
    • Moderate impact on productivity;

    Low (P4):

    • Cosmetic issues;
    • General questions;
    • Feature requests;
    • Documentation requests;
    • Minimal or no impact on productivity.

B.5 Support Scope

B.5.1 Included Support

The following support services are included:

  1. Technical Assistance:
    • Help with using features and functionality of the Services;
    • Troubleshooting technical issues;
    • Bug identification and resolution;
    • Configuration guidance;
  2. Documentation:
    • Access to user guides and documentation;
    • Knowledge base articles;
    • FAQ resources;
  3. Updates:
    • Notifications of updates and new features;
    • Information about scheduled maintenance;
    • Best practices and usage tips.

B.5.2 Excluded Support

The following are not included in standard support:

  1. Custom Development:
    • Custom feature development;
    • Integration with third-party systems;
    • Custom reporting or analytics; (May be available as Additional Services under a separate SOW);
  2. Training:
    • Formal training sessions;
    • On-site training;
    • Extensive user training; (Basic training during onboarding is included; additional training may be available as Additional Services);
  3. Third-Party Issues:
    • Issues with third-party services or software;
    • Customer’s infrastructure or network issues;
    • Browser or device compatibility issues;
  4. Modifications:
    • Services modified by Customer or third parties;
    • Use of Services not in accordance with documentation;
    • Issues caused by Customer’s misuse or negligence.

B.6 Customer Responsibilities

To receive effective support, Customer must:

  1. Provide Information:
    • Detailed description of the issue;
    • Steps to reproduce the issue;
    • Screenshots or error messages where applicable;
    • Information about environment (browser, device, etc.);
  2. Cooperate:
    • Respond to Company’s requests for information;
    • Participate in troubleshooting steps;
    • Test proposed solutions;
    • Provide reasonable access for diagnosis;
  3. Escalation:
    • Escalate issues through proper channels;
    • Designate authorized contacts for support;
    • Keep contact information current.

B.7 Escalation Procedures

B.7.1 Support Escalation

If Customer is not satisfied with the support response:

  1. Level 1: Support Agent (initial contact);
  2. Level 2: Senior Support Engineer (if issue requires escalation);
  3. Level 3: Support Manager (for unresolved Level 2 issues);

B.7.2 Escalation Process

To escalate a support issue:

  1. Reply to the existing support ticket requesting escalation;
  2. Include reason for escalation and any additional context;
  3. Company will acknowledge escalation within 2 business hours during Support Hours;
  4. Escalated issues receive priority attention and expedited review.

B.8 Premium Support (If Applicable)

Premium support options may be available as add-ons to standard support, including:

  1. Extended Support Hours:
    • 24/7 support availability;
    • Phone support;
    • Faster response times;
  2. Dedicated Support:
    • Named support engineer;
    • Dedicated support channel;
    • Proactive monitoring;
  3. Additional Services:
    • Quarterly business reviews;
    • Custom training sessions;
    • Priority feature requests;

B.9 Support for Beta Features

Beta or pre-release features are provided “as-is” with limited support:

  1. Best-effort support during Support Hours;
  2. No response time commitments;
  3. No Service Level commitments;
  4. May be discontinued or modified at any time.

B.10 Language Support

Support is primarily provided in English. Support in other languages may be available upon request but cannot be guaranteed.

END OF TERMS OF USE

Document Information

Document Name: Questt AI Terms of Use

Version: 1.0

Effective Date: January 7, 2026

Last Updated: January 7, 2026

Governing Law: Laws of India

Jurisdiction: Bengaluru, Karnataka, India

Agreement Acceptance

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

FOR QUESTIONS OR CONCERNS ABOUT THESE TERMS:

Questt AI

Urban Vault 1666/A, 4th Floor

14th Main, Sector 3

Sarjapur - Marathahalli Road, HSR Layout,

Bengaluru, Karnataka - 560102

India

Email: support@questt.com

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