Terms of Use

Last Updated: January 23, 2025

Welcome to the QuROI Platform. These Terms of Use ("Terms") govern your access to and use of all services, platforms, tools, APIs, content, and features operated by QuROI, Inc., a Delaware corporation ("Company," "we," "us," or "our"), including but not limited to:

• QuROI Platform (quroi.com) - Central authentication and account management platform
• Wisepanel (wisepanel.ai) - Multi-agent AI reasoning and analysis platform
• DiamondMCP (diamondmcp.com) - Model Context Protocol tools and integrations
• QuROI Context Engine API - Backend infrastructure serving all products
• Any related tools, content, features, and services (collectively, the "Services")

By accessing or using any of the Services, you agree to be bound by these Terms.
If you do not agree, you must not use the Services.

1. Eligibility

You must:

• Be at least 18 years old;
• Have legal capacity to enter a binding contract;
• Not be located in any embargoed or restricted jurisdiction; and
• Not be prohibited from receiving US-based software services.

If accessing for an organization, you represent that you are authorized to bind that organization to these Terms.

2. Nature of the Services (AI System Disclaimer)

The Services provide:

• Multi-agent AI analysis and reasoning
• Automated debate and synthesis
• AI-generated perspectives and outputs
• Model Context Protocol integrations
• Other algorithmic responses powered by the QuROI Context Engine API

You assume full responsibility for all decisions and actions taken based on AI-generated outputs.

3. Account Registration and Authentication

Account creation, authentication, and identity management are handled exclusively through the QuROI Platform (quroi.com).

You must maintain:

• Accurate account information
• A secure password
• No sharing of accounts
• No unauthorized access

You are responsible for all activity under your account across all Services.

4. Billing and Payments

All billing, payments, subscriptions, and credit purchases are processed through the QuROI Platform (quroi.com).

Payments, auto-renewal, refunds, taxes, and usage fees are governed by our Subscription & Billing Terms, incorporated by reference.

5. License to You

We grant you a limited, non-exclusive, revocable, non-transferable license to access and use the Services for personal or internal business use consistent with these Terms.

You may not:

• Reverse engineer or attempt to extract source code, algorithms, or model weights
• Attempt to extract agent role logic, prompt engineering systems, or orchestration mechanisms
• Scrape, harvest, or crawl the Services
• Circumvent rate limits, usage restrictions, or security measures
• Use automated bots or scripts to access the Services
• Use outputs to create competing foundation models, multi-agent orchestration platforms, or MCP implementations
• Resell, sublicense, or redistribute the Services without explicit authorization

6. User Content

You may provide prompts, instructions, data, queries, or other inputs ("User Content") to the Services.

You retain ownership of your User Content.

You grant us a license to process User Content solely to:

• Provide the Services
• Improve Service performance and quality
• Monitor for abuse and violations of our Acceptable Use Policy
• Maintain security and system integrity
• Fulfill legal obligations

We do not use User Content to train foundation models unless you explicitly opt-in to such programs (if offered).

7. Output Ownership & License

AI-generated outputs ("Outputs") produced by the Services belong to you, to the extent permissible by law.

We grant you a worldwide, royalty-free license to use Outputs for any lawful purpose.

However:

• Outputs may include material derived from third-party AI model providers
• We make no guarantees about accuracy, originality, novelty, or fitness for purpose
• Outputs may not always be unique (similar prompts may produce similar results)
• You are solely responsible for reviewing, validating, and using Outputs appropriately

For complete details, see our AI Output Licensing Statement.

8. Acceptable Use

You must comply with our Acceptable Use Policy (AUP), incorporated by reference.

You may not use the Services for:

• Illegal activity or violation of any law or regulation
• High-risk or safety-critical decisions (medical diagnosis, financial advice, legal analysis for reliance, etc.)
• Surveillance, exploitation, harassment, or fraud
• Automated weapons, military targeting, or harmful applications
• Deceptive deepfakes or impersonation of real individuals
• Unauthorized model extraction or competitive intelligence gathering
• Generating content that infringes intellectual property rights

9. Service Changes and Availability

We may modify, suspend, or discontinue any part of the Services at any time with reasonable notice where feasible. We are not liable for any modification, suspension, or discontinuation of the Services.

10. Termination

We may terminate or suspend your account for:

• Breach of these Terms
• Violation of our Acceptable Use Policy
• Fraud, abuse, or misuse of the Services
• Risk to the platform, other users, or legal compliance

Upon termination, your right to use the Services ends immediately. You may lose access to your account data unless required by law to be retained.

11. Disclaimers

This includes, but is not limited to:

• No warranty of accuracy or correctness of AI-generated outputs
• No warranty of fitness for a particular purpose
• No warranty of non-infringement
• No warranty of availability, uptime, or uninterrupted access
• No warranty that the Services will meet your requirements

AI systems are experimental and may behave unpredictably. Multi-agent outputs are non-deterministic and may vary across runs.

12. Limitation of Liability

13. Indemnification

You agree to indemnify and hold harmless the Company and its officers, directors, employees, contractors, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your:

• Use of the Services
• Violation of these Terms
• Violation of any law or regulation
• Violation of any third-party rights
• Misuse of AI-generated Outputs

14. Governing Law and Dispute Resolution

15. Export Control and Sanctions

The Services are subject to United States export control and economic sanctions laws.

You may not use the Services if you are:

• In a country subject to comprehensive U.S. embargoes (currently: Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk)
• A person or entity listed on U.S. sanctions lists (OFAC SDN List, BIS Entity List, etc.)

For complete details, see our Export Control & Sanctions Statement.

16. Changes to Terms

We may modify these Terms from time to time. Material changes will be notified via:

• Email to your registered account
• Dashboard alerts within the Services
• Website notice banner

Continued use of the Services after changes constitutes acceptance of the modified Terms.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms remain in full force and effect and enforceable.

18. Entire Agreement

These Terms, together with our Privacy Policy, Billing Terms, Acceptable Use Policy, and other referenced policies, constitute the entire agreement between you and QuROI, Inc. regarding the Services and supersede all prior agreements.

19. Contact Information

Related Legal Documents

• Privacy Policy
• Subscription & Billing Terms
• Acceptable Use Policy
• AI Output Licensing Statement
• AI Risk & Explainability Disclaimer
• Cookie Policy
• API Terms of Use
• Enterprise Master Services Agreement

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