These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement between you (“you” or “your”) and Resquared, Inc.,, (“Resquared”, “we,” “our,” or “us”) governing your use of the Service and your relationship with us.
You accept and agree to these Terms of Service by:
Accessing or using the Service;
Clicking to accept these Terms of Service, or
Accepting these Terms of Service in any other way.
If you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service.
1.1 Subject to the terms of this Agreement, Resquared Inc. (“Company”) will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.
1.3 Custom Agreements and Order Form Details: Any custom agreements, including specific terms related to product access level, will be detailed in the accompanying order form, which forms an integral part of this Agreement. The terms specified in the order form shall be deemed to supplement and be governed by this Agreement, and in the event of any inconsistency between the order form and the main body of this Agreement, the order form terms shall prevail.
1.6 Company may modify these Terms and Conditions (except for section 9) in our sole discretion by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms and Conditions on the Website or upon notice to you, as applicable.
2.1 Subject to the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Customer's internal business purposes. Customer shall not (a) use the Services for any purpose other than as expressly permitted herein; (b) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Services; (c) use the Services to develop a competing product; or (d) use bots, scrapers, or other automated means to access the Services without prior written consent.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.4.1 Customer understands and agrees that it is solely responsible for the review, assessment, and use of any content, data, or recommendations generated by the AI-powered components of the Services (“AI Outputs”). Company disclaims any liability arising from Customer’s use of AI Outputs, including any decisions made or actions taken based on such Outputs.
2.5 Email Services:
2.6 Notice of Violation; Suspension: In the event Customer is aware of or suspects a violation of these restrictions and policies, Customer must notify Company at support@re2.ai. Company will determine compliance with these restrictions at its sole discretion. If Company confirms or reasonably suspects that Customer has failed to comply with these Terms or has otherwise used the Service in an abusive or fraudulent manner or in a manner intended to circumvent Company’s stated policies or rules, Company may immediately terminate Customer’s access to the Service, and, upon Company’s written demand, Customer shall cease all use of the Service and the Output Data.
2.7 Third-Party Products: Customer may procure and use Third-Party Products in connection with the Services. Customer acknowledges and agrees that if Customer or its users view, access, or otherwise interact with Third-Party Products, they do so at their own risk and Company has no liability arising from such access or use. Customer and its users, as applicable, are responsible for complying with all terms, conditions, and policies imposed by a provider of a Third-Party Product. Company cannot guarantee the continued availability of integrations of Third-Party Products with the Services and may cease providing interoperation with a Third-Party Product without entitling Customer to any refund, credit, or other compensation.
Customer acknowledges that certain functionality or content within the Services may be provided by third parties. Company does not control and is not responsible for the content, data accuracy, availability, or performance of any third-party services. Customer assumes all risk associated with such services and must comply with all applicable third-party terms. Company may modify or discontinue integrations with third-party products at any time without liability.
2.8 Customer agrees to use the Services in accordance with reasonable usage limits, including any API rate limits, technical restrictions, and bandwidth caps specified by Company. Company may monitor Customer usage and, in its sole discretion, throttle, limit, or suspend access to the Services that exceed fair usage thresholds. Repeated violations may result in termination of this Agreement.
2.9 Customer shall not use the Services to scrape, harvest, or otherwise extract data in bulk, whether through automated tools or manual techniques. Any attempt to use spiders, crawlers, bots, or similar tools to access or extract information from the Services without express written authorization is strictly prohibited.
2.10 Customer shall not attempt to circumvent any technical protections, rate limits, usage caps, access controls, or security features that are part of the Services. Violations of this clause may result in immediate suspension or termination of access.
2.11 Company reserves the right to access Customer’s account and associated data for purposes of system maintenance, security monitoring, technical support, or to comply with legal obligations. Such access will be conducted in a manner consistent with Company’s Privacy Policy.
2.12 Customer acknowledges and agrees that the Services, including any AI-generated content or recommendations, do not constitute legal, financial, or compliance advice. Company disclaims any liability arising from reliance on such outputs, and Customer is solely responsible for obtaining independent professional guidance where required.
2.13 From time to time, Company may offer access to beta, experimental, or pre-release features. These features are provided "as is," may contain bugs or errors, and may be modified or removed at any time without notice. Company makes no guarantees as to the reliability or performance of such features.
3.1 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 (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Company may collect and analyze data provided by Customer, including Customer Data and usage patterns. Company may also supplement such data with publicly available or third-party sources to improve and enhance the Services. Any data used for analytics will be de-identified and aggregated. Company may retain and use such data to develop improvements, features, benchmarks, or services during and after the term of this Agreement. Company may also supplement such data with publicly available or licensed third-party sources. Customer acknowledges that enrichment data derived from such sources is not considered Customer Data under this Agreement.
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) 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.
4.2 Customer authorizes Company to initiate automatic payments from Customer’s provided payment method for all applicable fees under this agreement and its subsequent renewals. Customer agrees to maintain accurate and up-to-date payment information for their provided automatic payment method. All transactions adhere to Resquared’s Privacy Policy and can be modified at our discretion, with prior notice to Customer.
4.3 Self-Serve Customers may be offered access to the Services on a free trial basis for a limited period, as determined by the Company. Upon expiration of the trial period, unless the Customer cancels during the trial, Customer authorizes the Company to automatically charge the payment method provided for the applicable subscription fees. Customer is responsible for maintaining accurate and up-to-date billing information. All fees are billed in advance on a recurring monthly basis, and no refunds will be provided for partial months or unused features.
4.4 Credits and Expiration of Credits: All credits purchased or otherwise obtained by Customer in connection with the use of the Services are subject to the rules and restrictions hereunder. These credits may not be resold or transferred. Credits have an expiration date. For paid accounts, credits expire at the end of the billing cycle. For unpaid accounts, credits expire at the end of the monthly term. No refunds or extensions will be given for unused credits.
4.5 Customer is responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Service. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by you immediately or as provided in such invoice.
4.6 Upon termination of the Services, Customer's access to the Services and any data therein will be revoked. Company will retain Customer Data for no more than 30 days following termination, after which it will be deleted unless otherwise required by law. It is Customer’s responsibility to export or back up data prior to termination.
5.1 Term for Enterprise Customers. Subject to earlier termination as provided below, this Agreement remains in effect for the Initial Service Term as specified in the Order Form, and will automatically renew for additional periods , unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 Early Termination for Enterprise Customers. If the Customer misses the deadline to cancel but does so within thirty (30) days after the renewal date, they can still end the Agreement early as long as they have paid for the first billing cycle of the renewed term. If more than thirty (30) days have passed since the renewal, early cancellation may be allowed at the Company’s discretion, but the Customer must pay an early termination fee.
5.3 Company may immediately suspend or restrict Customer’s access to the Services if: (i) Customer breaches this Agreement; (ii) Company reasonably suspects unauthorized, abusive, or unlawful activity; or (iii) Customer’s use poses a security or operational risk to the Services. Suspension does not relieve Customer of its payment obligations under this Agreement.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Customer acknowledges that any use of AI functionality is at its own discretion and risk, and Company disclaims all liability related to reliance on AI Outputs for marketing, lead generation, or compliance decisions.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT 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 THEORY: (A) 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; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE LIMITATIONS SET FORTH HEREIN APPLY EQUALLY TO LIABILITY ARISING FROM AI-GENERATED OPTPUTS OR RECOMMENDATIONS.
9.1 The individual accepting this Agreement on behalf of Customer represents and warrants that they have full authority to bind Customer to this Agreement. Both the individual and the Customer company shall be jointly and severally responsible for compliance with all terms herein.
9.2 This Agreement becomes binding upon the earlier of (i) Customer’s electronic acceptance, or (ii) Customer’s first successful payment transaction for the Services, including any subscription fee or other charge processed by Company.
9.3 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.4 Customer acknowledges that the AI functionality may evolve over time and that Company may update, suspend, or modify such features without prior notice, provided that such changes do not materially degrade the overall functionality of the Services.
9.5 This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 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 understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
9.6 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.7 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8 This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
9.9 Customer grants Company the right to use Customer’s name, logo, and trademark on Company’s website, customer lists, pitch decks, and marketing materials, unless Customer provides written notice to opt out. Company may issue a press release or case study upon mutual agreement with Customer.
9.10 Company reserves the right to modify, update, or discontinue any portion of the Services at any time. Where feasible, Company will notify Customer of any material changes that affect core functionality. Continued use of the Services after such modification constitutes acceptance.
9.11 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor strikes, internet outages, or governmental restrictions.
Primary features of services provided by Company to Customer, level of access, additional support, and rates of usage are described in the Order Form.
The Services shall be available 99%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing support@re2.ai. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.