Enterprise Master Services Agreement

Last Updated: January 23, 2025

Enterprise Customers Only

This agreement applies to enterprise customers with executed Order Forms. Consumer users should see the Master Terms of Use.

This Master Services Agreement ("MSA") governs enterprise access to QuROI services including the QuROI Platform, Wisepanel, DiamondMCP, and the QuROI Context Engine API.

1. Grant of Access

QuROI grants Customer a non-exclusive, non-transferable, limited right for Authorized Users to access the Services as described in the Order Form.

2. Customer Responsibilities

  • Maintain secure access credentials
  • Comply with AUP and all applicable laws
  • Validate outputs before relying on them
  • Ensure Authorized Users comply with terms

3. Fees & Payment

Customer will pay fees indicated on the Order Form:

  • Invoices due within 30 days (or as specified)
  • Late payments may incur service suspension
  • Fees are non-refundable unless otherwise stated

4. Data Protection

See Enterprise Data Processing Agreement for data handling terms.

5. Service Levels

SLAs apply only if explicitly included in the Order Form. See Enterprise SLA.

6. Intellectual Property

QuROI retains all rights to:

  • Platform architecture and multi-agent orchestration
  • Proprietary algorithms and agent role systems
  • Underlying source code and documentation

Customer retains rights to Customer Data and Outputs.

7. Disclaimers

AS IS, WITHOUT WARRANTY

Outputs may be inaccurate, incomplete, non-deterministic, or unreliable. QuROI does not warrant fitness for purpose, accuracy, or non-infringement.

8. Limitation of Liability

Except for breaches of confidentiality, QuROI's aggregate liability is capped at 12 months of fees paid. No liability for indirect, special, incidental, or consequential damages.

9. Governing Law

Delaware law, Delaware Court of Chancery

Each party may participate in hearings remotely unless personal appearance is expressly required by the court.

QuROI, Inc.

Suite 4805, 4th Floor, 1007 North Orange Street, Wilmington, DE 19801

Enterprise Sales: enterprise@quroi.com

© 2025 QuROI, Inc. All rights reserved.