Terms and conditions

1. Services and support

1.1  IncQuery grants Client access to its Services via the internet, which may be modified at IncQuery’s discretion. Survey programming services require submission of a Survey Work Order (Exhibit A form) subject to IncQuery’s written acceptance.

1.2  IncQuery commits to commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week and to deliver surveys by their target dates. Service suspension rights are reserved for maintenance or breach situations.

1.3  Support is provided Monday through Friday during IncQuery’s normal business hours on a reasonable-effort basis.

2. Restrictions and responsibilities

2.1  Client use is limited to internal evaluation and collaboration on surveys via accepted Work Orders. Use for third-party programming or other purposes is prohibited.

2.2  Prohibited activities include reverse engineering, modification, derivative works, unauthorized access attempts, malicious content, service disruption, system interference, and multi-user account sharing.

2.3 Client must cooperate by providing necessary personnel and information, and establish password procedures ensuring access is limited to designated employees.

2.4 Client designates one Primary Contact responsible for all Agreement matters, changeable via written notice.

2.5 Client indemnifies IncQuery against damages, losses, and expenses arising from claimed violations or improper Service use.

2.6 Client assumes full responsibility for account security, including passwords and monitoring for unauthorized use.

2.7 Client acknowledges a binding obligation to IncQuery’s Privacy Policy unless it expressly conflicts with these Terms.

3. Confidentiality

3.1 Each party recognizes the other may disclose proprietary information regarding technology or business matters.

3.2 The Receiving Party must not divulge Proprietary Information to third parties, must limit access to employees with a legitimate need, and must apply reasonable security precautions. Exceptions apply to publicly available information, prior possession, rightful third-party disclosure, and independent development. Judicial disclosure is permitted with reasonable prior notice. IncQuery may aggregate data for service evaluation and improvement.

3.3 IncQuery retains rights to skills or knowledge of a general nature acquired during service performance, including learnings from similar client work.

4. Intellectual property rights

IncQuery retains all intellectual property rights in the Service, Software, and Client feedback. Client cannot copy, distribute, or use these except as expressly permitted. This is not a sale and conveys no ownership rights.

IncQuery may obtain and process Client-provided content (surveys, results) to perform its obligations and improve products without identifying Client. Client represents and warrants full ownership and intellectual property rights in such Content.

IncQuery may suspend activities if third-party infringement claims arise regarding Content; Client must indemnify IncQuery from resulting liability.

IncQuery deletes Content after ninety (90) days routinely. Client must maintain separate backups and regularly download saved Content.

IncQuery defends Client against third-party infringement claims for patent, copyright, or trade secret violations in the Service itself, provided prompt notification and assistance. Exclusions apply to non-IncQuery components, Client-specified modifications, post-delivery changes, combined products, continued infringing use after notice, and non-compliant use. Client indemnifies IncQuery for excluded claims.

5. Payment of fees

5.1 Client pays the applicable fees per the Order Form. Excess usage beyond Service Capacity is invoiced monthly at specified rates. Additional services require separate payment per the Payment Schedule and Method. Payments default to thirty (30) days of invoice and are nonrefundable.

5.2 Unpaid Fees incur one percent (1.0%) per month finance charges (or the legal maximum) plus collection expenses and attorneys’ fees. Fees exclude taxes; Client pays applicable taxes unless providing valid exemption certificates. Withholding requirements remain Client’s responsibility.

5.3 IncQuery may increase Fees for services not yet provided with thirty (30) days’ prior written notice.

6. Termination

6.1 The Agreement begins on the Effective Date and continues indefinitely until terminated per this section.

6.2 Either party may terminate with thirty (30) days’ prior notice. Material breach allows termination with ten (10) days’ prior written notice if uncured. Immediate termination applies for insolvency, receivership, bankruptcy (undismissed within 120 days), creditor assignments, dissolution, or business cessation.

6.3 Surviving sections post-termination include restrictions, payment rights, confidentiality, intellectual property, disclaimers, and liability limitations.

7. Client software security

IncQuery warrants that it will not knowingly include disabling devices, trojans, time bombs, or similar malicious code in released software. Non-compliance notifications trigger a thirty (30) day correction or planning window. Failure permits Client termination as the sole and exclusive remedy.

8. Data privacy

Client and IncQuery process personal data independently and separately under applicable data privacy laws. Each party complies at its own expense and provides reasonable cooperation for the other’s compliance.

9. Warranty disclaimer

Services and proprietary information are provided “as-is” without warranties. IncQuery disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

10. Limitation of liability

IncQuery bears no liability for indirect, punitive, incidental, special, or consequential damages, including lost revenue, profits, business, or sales, regardless of negligence or notice of strict liability. Total liability caps at the lesser of $10,000 or the fees paid in the preceding three months, even if remedies fail their essential purpose.

11. U.S. government matters

Client cannot export Controlled Subject Matter in violation of U.S. Commerce, Treasury, or agency restrictions. Prohibited transfers include Embargoed Countries and Designated Nationals per the relevant Department lists. User status as non-embargoed and non-designated is warranted. IncQuery software qualifies as “commercial items” under FAR/DFAR provisions, with Government use limited to the Agreement terms.

12. Miscellaneous

Unenforceable provisions are minimally eliminated while preserving the full force of the Agreement. Client cannot assign without IncQuery’s consent; IncQuery may freely assign with notice. This constitutes the complete mutual understanding, superseding prior communications; modifications require a signed writing.

No agency, partnership, or employment relationship is created. Prevailing parties recover costs and attorneys’ fees. Written notices are deemed delivered upon personal delivery, email/fax confirmation, or registered mail receipt. IncQuery disclaims liability for causes beyond its control.

California law governs; San Francisco County federal and state courts hold exclusive jurisdiction, except injunctive relief may be sought elsewhere. Client consents to press announcements, case studies, trade shows, and customer identification disclosures at IncQuery’s discretion.

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