Information about the company that manages the Services
Question Base AI Inc. provides a knowledge management software to its customers which collects, organizes and presents knowledge collected through various integrations and manual uploads.
The services of Question Base, referred to as the “Services”, are accessible through the www.questionbase.com domain name (the “Site”) and via the www.questionbase.app domain name and the Slack App Directory - Question Base app (the “App”), all together referred to as the “Platform”. The Platform is provided by Question Base AI Inc (hereinafter referred to as “us”, “we” or the “Company”), a Delaware corporation. You may contact us by sending an email to help@questionbase.com.
By engaging with the Platform, you explicitly acknowledge and agree, on behalf of yourself or your organization (“Customer”), that you are entering into a legal agreement with Question Base AI Inc. (“Question Base” or “Company”). You confirm that you have understood and agreed to comply with, and be legally bound by, the terms and conditions outlined in the agreement (the “Terms”).
The “Effective Date” of these Terms is the date that you first use our website or access any of our Services.
If you access or use the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity and that you have the authority to bind that company or entity to these Terms.
These terms of use (the “ToU”) are the legal agreement between you and the Company, and govern the access to, browsing, and use of the Platform. By accessing the Platform, you accept to be bound by these ToU. In the case you do not agree with the terms and conditions set forth herein, you must refrain from accessing and using the services.
The purpose of the Site is to provide general and business information about the activity of the Company. The Site is not targeted towards, nor intended for use by, anyone under the age of 16. You must be at least 16 years old to access and use the Site and use the Services. If you are between 14 and 16 years old, you may only use the Site under the supervision of a parent or legal guardian.
The purpose of the App is to let users create an account with us and enables the use of our Services. Question Base is a knowledge base made out of questions and answers, powered by AI. It can run independently or on top of other websites and apps, facilitating the process of capturing, organising, and surfacing knowledge from employees and company data. Users can interact with the App to create business accounts and facilitate the process of knowledge management in their company.
We make our best efforts to ensure that all general and business information available on the Platform is comprehensive and error-free, and we periodically review the contents, information, and any other data of any kind included on the Platform. However, you acknowledge and accept that all data available on the Platform is provided for information purposes only and that the Company does not warrant nor accept any liability for any errors existing in the information. We recommend that you keep track of updates, or amendments to, the contents of the Platform.
Question Base AI Inc. may provide you with a limited, free license to use the Platform for evaluation purposes, subject to the terms of your subscription. We want to clarify that, during this evaluation period, Question Base AI Inc. may, at its sole discretion, decide to add or remove certain functionalities and features that you may not have access to under a standard subscription (“Additional Features”).
We reserve the right to modify, limit, or remove these Additional Features at any time without any liability. These changes can be made at our sole and absolute discretion, ensuring that we continually adapt the evaluation experience to meet our developmental and business needs.
You must use the Platform complying with the law and public order. In particular, you undertake to not use the Platform to pursue illegal purposes, contrary to the rights and legitimate interests of us or any other third party, or in any other manner that may tamper, disrupt, overload, or otherwise damage the Platform or the Services. You undertake to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company in connection with the use of the Platform or the Services.
You shall indemnify, defend, and hold the Company, its officers, directors, employees, agents, partners, suppliers, and/or licensors harmless, and will keep them indemnified from and against any claim, loss, expense, liability, damage or demand—including reasonable attorney’s fees—relating to, arising from, or allegedly arising from your use of the Platform in breach of the law, or a breach of these ToU or any other contractual obligation you have assumed vis-à-vis the Company.
We make our best efforts to ensure that the Platform is available and fully functional. However, to the maximum extent permitted under applicable law, we do not warrant that the Platform will always be available, undisrupted, and error-free. In particular but without limitation, we shall not be held liable in the events of:
Subject to your compliance with these Terms, including the timely payment of all applicable fees ("Fees"), we will provide you with access to our services under your subscription. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use ourPlatform solely for your internal business purposes through your authorized users.
You are solely responsible for securing all equipment, infrastructure, and third-party software and licenses required for your use of the Platform. Additionally, you are responsible for all fees charged by third parties relating to your access and use of the Platform, such as internet service provider charges.
You agree to provide Question Base AI Inc. with access to all necessary information, such as records and documentation, access to your systems, and any other information we may request to perform our services effectively.
You must not make any copies of the Platform or Services, nor provide access to the Platform or any part of it to any third party, unless explicitly agreed in writing by Question Base AI Inc.
We may update, modify, or add to the Platform as we see fit. These Terms will apply to any updates provided to you, unless an update is accompanied by a separate license, in which case the terms of that license will govern.
Please be aware that the Platform may occasionally be inaccessible or inoperable for various reasons, including but not limited to equipment malfunctions, necessary maintenance or repairs, or causes beyond our reasonable control such as interruptions or failures of digital transmission links, hostile network attacks, or network congestion.
Question Base AI Inc. commits to making commercially reasonable efforts to ensure that your access to the Platform is continuous and functional. However, the Platform may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance by us or by third-party providers, or due to other causes beyond our reasonable control. We will endeavor to provide advance notice of any scheduled service disruptions whenever possible, either in writing or by email.
Further, all works, trademarks, software, or other contents and creations displayed on the Platform or otherwise provided or made available by us through the Platform or the Services are owned by us, the Company or have been licensed to us by their owner. Unless expressly granted by their corresponding rights holders or by law, you do not have any use or ownership rights upon the above-mentioned contents and creations other than for the use of the Platform and/or the Services under the terms and conditions described in these ToU. Therefore, except when authorized in accordance with this section or these ToU, you may not distribute, reproduce or copy, communicate to the public, transform or modify, adapt, translate, or otherwise use and exploit said works.
You shall not, nor shall you authorize or permit any authorized user or any other third party to:
Upon our request, you will use commercially reasonable efforts to assist us in preventing and enforcing these restrictions.
Your use of the Site and/or the Services may result in the collection and further processing of information, including information of personal nature. We will inform you whenever said collection and processing takes place, and the processing shall be governed and subject to our Privacy Policy.
We are not liable for websites and contents provided by third parties that are linked or embedded in the Platform or the Services, either as advertisement banners or otherwise included in any of the Platform’s contents. We shall have no obligation to review the contents of said webpages and the services or products that third parties may offer through them, and their existence does not imply that we support, promote, endorse, sponsor, guarantee, or recommend the linked websites, contents, services, or products. You acknowledge that terms and conditions may apply to the access and use of said services, products, and websites, and that you are responsible for access and use of said services, products, and websites, and that you are responsible for reviewing and accepting them.
We may update, delete, amend or modify the Services, the Site, the App, and the information provided through the whole Platform from time to time. Likewise, we may delete access to the Services or the Platform from time to time, by providing prior reasonable notice.
These Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware, where Question Base AI Inc. is incorporated, without regard to its conflict of law provisions. You agree that the exclusive jurisdiction for any claim or dispute under these Terms of Use will reside in the courts located in the State of Delaware, to the exclusion of any other potential jurisdictions.
The illegality, invalidity, nullity, or unenforceability of any of the sections of these ToU will not affect the validity of its other provisions, which shall remain in full force and effect. Such sections are to be replaced or integrated into others that, in accordance with law, correspond to the objective of the substituted sections.
If at any time, we fail to respond to a breach of these ToU by you, that failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in writing and signed by the Company.
Terms and conditions applicable to the use of the Services
Question Base AI Inc. provides a knowledge management software to its customers which collects, organizes and presents knowledge collected through various integrations and manual uploads.
The services of Question Base, referred to as the “Services”, are accessible through the www.questionbase.com domain name (the “Site”) and via the www.questionbase.app domain name and the Slack App Directory - Question Base app (the “App”), all together referred to as the “Platform”. The Platform is provided by Question Base AI Inc (hereinafter referred to as “us”, “we” or the “Company”), a Delaware corporation. You may contact us by sending an email to help@questionbase.com.
These Service Terms and Conditions (“STC”) govern the use of the services offered by us, consisting in the creation of a knowledge base of questions and answers, facilitating the know-how exchange between employees within but not only their communication platform, and any other services as may be offered by us (the “Services”). Terms of Use are included into this STC by reference.
In order to be able to use the Services, you will need to create an Account (as this term is further described in section 2.a below) and comply with other requirements set forth in these STC. This account enables you to make use of the Services.
The Services are offered to individuals and companies, either conducting business activities on their own or acting as consumers. For purposes of these STC, ‘consumer’ shall be interpreted as any individual or company using the Services for a purpose other than to conduct a business or commercial activity.
The Services are only addressed to individuals being sixteen (16) years of age or older. By filling out the registration forms and requesting our Services, you warrant and represent that you have that legal age.
In order to access the Services, you will need to have obtained, or to obtain an account with the third-party communication app - Slack, https://slack.com/. To review their Terms of Service and other relevant legal documents, please contact them directly or access the information on their Site - https://slack.com/intl/en-gb/legal/. You acknowledge that these Terms are between you and Question Base, and not with Slack. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, all applicable third-party terms (including, among other things, Slack’s terms of use) when using the Services. THE SLACK SERVICE AND ANY OTHER THIRD PARTY PRODUCT THAT YOU MAY CHOOSE TO USE ARE NOT OUR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT THOSE PRODUCTS IN ANY WAY, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER AND HOW YOU USE THOSE THIRD PARTY PRODUCTS. ANY USE OF THE SLACK PRODUCT OR ANY THIRD PARTY PRODUCT IS SOLELY BETWEEN YOU, SLACK, AND/OR THE THIRD PARTY PROVIDER, AS APPLICABLE.
The Services can be then accessed via a link to the Question Base App in the Slack App Directory where the App is stored and distributed from. You can click “Add to Slack” and then “Allow” to grant permissions and create an account in the App (the “Account”). If you do not possess permission to install third-party apps on the Slack account you are part of, you will not be able to sign up or otherwise create an account with us.
If you create an Account, you will be able to opt for any of the plans described on the Site. It is your duty to make sure that the other users understand the impact of their privacy and content ownership when accepting to be part of your plan, and you shall indemnify, defend, and hold us harmless of any costs or damages directly or indirectly related to these matters.
The Services’ definition may vary from time to time and therefore detailed information on the current features and functionalities of the Services is provided during the signup process.
If you have problems accessing or logging in to the Services, please contact us on help@questionbase.com
Once an Account has been successfully created, Services will be available and ready to use. Note, however, that certain features are only available to certain plans, so access to and use of certain functionalities and Services under said Accounts is subject to said payment requirements.
Accounts are to be used by you, and it is strictly forbidden to share or allow others to use it. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Services; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any part of them); (c) offer any part of the Services on a timeshare or service bureau basis; (d) allow or permit any third party to access or use the Services; (e) use the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services); (g) interfere with or disrupt the integrity or performance of the Services; (h) publicly disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices; (j) use the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (l) cause or permit any third party to do any of the foregoing.
Additionally, you agree that you will not use the Services in support of a business that is dedicated to — or focused on facilitating or encouraging — discriminatory, malicious, or harmful speech or actions. This includes, but is not limited to, hate speech and any other material that Question Base reasonably believes degrades, intimidates, or incites violence against people based on gender, race, sexual orientation, age, ethnicity, disability, national origin, religion, or other protected categories.
You must comply with these Terms, and ensure that your users do, as well. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data (defined below), or the way you or your users choose to use the Services to store or process any Customer Data.
You shall only use the Services in full compliance with the conditions set forth in these STC and according to the contracted plan limits as described in the Site, which can include, among others, limitations to the number of features that can be used.
Occasionally, we beta test new features. These features may be identified as “beta,” “pre-release,” or “early access,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any commitments we make for other Services do not apply. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
You retain any and all of your rights to any content you submit to the Site and the Services and you are responsible for protecting those rights.
The content the Site and the Services may include is information, text, images, videos, voice messages, and other materials uploaded by you or other Account holders or third parties. Said materials are solely for your use in connection with the Site and Services, and their legality, accuracy, and completeness are the sole responsibility of the party that has uploaded them to or provided them as part of the Site or the Services.
Use of the materials may be subject to specific terms and conditions or license terms, and you are responsible to obtain any required licenses or authorizations to distribute them.
In the event you become aware of or reasonably suspect any breach of security, including, without limitation, any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account, you must immediately notify us and modify your Login Information.
You are solely responsible for maintaining the confidentiality of your Login Information, and you will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you.
You are responsible for anything that happens through your Account, whether or not such actions were taken by you, including actions taken by third parties. You therefore acknowledge that your Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal.
"Customer Data" refers to any data, information, or content that you or your authorized users submit to the Platform or provide to us in connection with the services we provide, including but not limited to any analyses, codes, and reports generated by the Platform based on such data. You represent and warrant that you have all necessary rights to upload this Customer Data onto the Platform, share it within the Platform, and use the Service in connection with the Customer Data, ensuring that its use does not infringe, misappropriate, or violate any intellectual property, proprietary, privacy, or other rights of third parties. If any rights violations are alleged, we reserve the right to discontinue the Service or any part of it at our sole discretion.
You grant us, for the term of your subscription, a non-exclusive, worldwide, fully paid-up, royalty-free license to use the Customer Data as necessary to provide the Services. This license includes the right to store, archive, modify, perform, display, and distribute the Customer Data, and to sublicense these rights to our vendors as needed to deliver the Services. You are solely responsible for the accuracy, quality, and legality of the Customer Data.
We will employ commercially reasonable physical, administrative, and technical safeguards to protect your data on the Platform from unauthorized use, disclosure, and destructive elements. We will not use or permit third parties to use the Customer Data, except as necessary to provide the Services or as allowed under this Agreement.
Upon the termination or expiration of your subscription, we will return or make available to you your applicable Customer Data upon your request. We may retain a copy of your Customer Data in compliance with applicable laws and regulations ("Retention Period"), during which you will continue to have access to retrieve it. After the Retention Period, we will permanently delete the Customer Data and all copies, unless required by law to retain them. We do not guarantee the preservation or integrity of Customer Data beyond this period.
We monitor the performance and usage of the Platform and collect data ("Analytics Data") in connection with these activities. We may use Analytics Data, during and after your subscription term, in combination with other customers' data, in a general, aggregated, non-personally identifiable form for the purpose of evaluating and improving our products, technology, and services and for statistical purposes, ensuring it does not identify you, your authorized users, or any individual.
For any data that identifies a natural person or makes a natural person identifiable and is processed by us on your behalf, to the extent required under applicable data protection and privacy laws, our Data Processing Addendum is available upon your request and will apply.
Also, you may decide to use third parties to process the information you may collect through the Services (e.g. by using web-hooks). In all those cases, you acknowledge and agree that those third parties are beyond our reasonable control and that we will not be liable for any damages arising from the use of said information by them, or in the event that you decide to transfer information to those third parties by using non-secured means (e.g. non-https transfer protocols). We recommend that you carefully review any terms and conditions governing the use of those third parties’ services and any integration tools they may offer before you start using their services. Note that the use of said services may result in the transmission of any kind of information (either confidential or having a personal nature, among others) outside our platform, and third parties not related to the Company may subsequently be gaining access to, modifying, or even deleting said information.
Although regular backups of content are performed, the Company does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of content. But You acknowledge that the Company has no liability related to the integrity of content or the failure to successfully restore content to a usable state. You agree to maintain a complete and accurate copy of any content in a location independent of the Platform.
You acknowledge that, in order to ensure compliance with legal obligations, prevent phishing or fraud, or when unlawful content is reported to us, we may be required by third parties to review certain content submitted by you to determine whether it is illegal or whether it breaches these STC. We may at our sole discretion modify, prevent access to, delete, or refuse to display content that we believe violates the law or these STC. However, you acknowledge that we have no obligation to monitor or review any content submitted by you.
You undertake to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company in connection with the use of the Site, your Account, or the Services.
The more suggestions you make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you grant us (on behalf of itself and its personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you or your personnel.
You grant to the Company a perpetual, worldwide, royalty-free, transferable, sublicensable, non-exclusive, irrevocable license to use, reproduce, modify or transform, distribute, communicate to the public, and otherwise exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information or ideas provided by you or any third party on your behalf relating to the Services, Site, platform, deliverables, images or the software.
We will collect general information about your configuration and use of the Services (collectively, “Usage Data”) as part of our efforts to continuously improve our Services, and you agree that we have the right to collect and use Usage Data for that purpose.
You will pay Question Base AI Inc. subscription fees for the Services as specified in your subscription agreement ("Fees"). These Fees must be paid regardless of your actual use of the Services and are non-refundable. We are not obligated to refund any Fees or make any credits for early termination, partial use, or non-use of the Platform and/or Services.
Fees Details:
Fee Adjustments:
We reserve the right to increase the Fees at each renewal term (if applicable) or if you significantly increase your operations, as determined by us (for example, a significant increase in your number of employees).
The Question Base team may give credits to be used instead of payment and towards the Services. You understand and agree that any credits that may accrue to your account will expire following the expiration or termination of the applicable subscription. Credits have no currency or exchange value, and will not be transferable or refundable.
Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date the amount is due until the date the amount is paid in full. If you are late in paying us, you also agree that in addition to our rights to suspend your access to the Services, terminate your account(s), downgrade you to a free plan, and/or pursue any other rights or remedies available to us at law or in equity, you are responsible to reimburse us for any costs that we incur while attempting to collect such late payments. You acknowledge and agree that any downgrade to a free plan may result in a decrease in certain features and functionality, and potential loss of access to Customer Data and that we do not accept any liability for such loss.
The Services shall be accessible from the moment the subscription process is finalized, and shall be available to you unless you terminate your Account. All subscriptions shall automatically renew on monthly or annual periods, depending on the term contracted, unless you, at any time, decide to cancel their renewal.
As mentioned above, you may terminate your Account at any time, and we reserve the right to terminate your Account under the conditions set forth in section 6 below. These STC apply as long as you have an Account through our Site or our App, regardless of the type of Account you held at each moment.
This section shall not prevent the rights you have as a consumer in connection with the cancellation of, or withdrawal from, your Account. For further information please refer to section 7 below.
We are entitled to suspend your Account in the event that you provide us with untrue, inaccurate, not current, or incomplete information when creating your Account, as well as when you fail to comply with these STC or other mandatory provisions by law. Upon the occurrence of any of these, we will contact you and request you remedy your breach of these STC.
We are entitled to terminate your Account in the event you fail to redress any STC breach in the non-extendable term of ten (10) calendar days from the notification date. Additionally, your Account may be terminated in the event you substantially breach these STC, including without limitation any case in which the Account is used to commit fraud (e.g. to carry out phishing attacks) or willfully addressed to breach the law. Account termination may result in data loss.
In the event that we terminate your account, you may not participate in or make use of the Platform again without our express consent.
You may terminate your Company Account at any time by contacting us on help@questionbase.com. If you terminate this Account you may still be able to access the Site, but you will not have access to the Services. Please note that this may result in data loss. Individual accounts are managed by your company Slack account.
The Services are available upon completion of the account creation process. By creating your Account and expressly requesting the Services, you waive to your withdrawal right, if applicable.
Upon termination, all rights and obligations under this Agreement, including any licenses, will immediately terminate, except for any provisions that are intended by their nature to survive termination. The following sections will survive the expiration or termination of this Agreement and continue in effect: "Intellectual Property Rights", "Confidential Information", "Fees and Payment", "Term and Termination", "Disclaimer of Warranties; Limitation of Liability", "Third Party Materials", and "General".
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. You bear sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible for what you and your users do with Customer Data, or what Slack or any other third party applications do with Customer Data — that is your responsibility.
In addition to any other representations and warranties included in these STC, we both warrant and represent that we have the full power and authority to enter into these STCs, and that any approvals, consents and permissions, if any, have been obtained. In addition, you further warrant and represent that you will (i) use the Services in accordance with the provisions of these STC as well as any reasonable instructions delivered by the Company—or by any of our authorized representatives— from time to time; (ii) any contents or data used in connection with the Services will be uploaded, processed or otherwise used and acquired having obtained any necessary approvals, authorizations or licenses, and complying with any applicable laws, rules, regulations, directives and governmental requirements in the field of privacy, intellectual property and/or image rights; and (iii) provide your reasonable cooperation in the event that we need any evidence to prove before competent authorities and/or courts about the satisfaction of the requirements or consents referred therein.
To the fullest extent permitted by applicable law, the Site and the Services are provided “as is”, “with all faults” and “as available” and the entire risk of use and performance remains with you. The Company disclaims any representations, warranties, or conditions, express, or implied, or statutory, including, without limitation, (i) the implied warranties of merchantability, fitness for a particular purpose, and non-infringement; and (ii) that the Services and the Site will be available or provided on an uninterrupted, error-free, timely, or secure basis, will be free be error-free or free from viruses, worms, or other harmful or malicious components. You may have additional rights under your local laws that these STC cannot supersede and, in any such cases, the Company’s liability is limited in accordance with and to the extent permissible under said local laws.
IN NO EVENT SHALL COMPANY OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OR DAMAGES INCURRED AS A RESULT OF THE SERVICES OR LOSS OR DAMAGES TO GOODWILL, IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS; AND UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL AND AGGREGATE LIABILITY TO CUSTOMER FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY HEREUNDER IN THE 12 MONTHS PRECEDING SUCH CLAIM.
You shall defend, indemnify and hold harmless the Company from and against any and all losses, settlements, damages, liabilities, judgments, obligations, fines or sanctions, costs, and expenses (including reasonable attorney’s fees) (collectively “Losses”), arising out of any claim, proceeding, demand, suit or action (collectively “Actions”) brought by a third party related to (a) your use of the Site or the Services, and activities occurring under your Account; (b) any violation of these STC; or (c) your violation of any other party’s rights or applicable law.
We may modify these STC from time to time. We will provide you with reasonable prior written notice of any substantial change. If you do not agree to any amendments to the STC, you shall (as your sole remedy) stop using the Site and the Services. By continuing to use the Services or the Site, you are providing your agreement to be bound by the updated terms of the STC.
Due to the constant updates and changes made by the Company to improve the Services and ensure that you can use them in a seamless way and that the Services can interoperate with third-party platforms, we may add, alter, or remove functionalities from a Service at any time. Moreover, the Company may implement any updates to the Services (including security updates) which will be applicable to some or all users collectively at any time. Any modifications implemented hereunder will be applied for free.
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time to time.
To this extent, you grant us a non-exclusive, non-sublicensable, royalty-free, worldwide license to use said intellectual property, it is understood, however, that we shall use said intellectual property in accordance with the industry standards.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (including all Order Forms), as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data, while Confidential Information of Question Base includes any non-public elements of the Services. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. For the sake of clarity, we will always treat your Slack message content as your Confidential Information. Notwithstanding the above, Confidential Information does not include information that (1) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third party without breach of any obligation owed to the Disclosing Party; or (4) was independently developed by the Receiving Party.
The Receiving Party will (1) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms; and (2) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the DPA for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The illegality, invalidity, nullity, or unenforceability of any of the sections of these STC will not affect the validity of its other provisions, which shall remain in full force and effect. Such sections are to be replaced or integrated into others that, in accordance with the law, correspond to the objective of the substituted sections.
If at any time, we fail to respond to a breach of these STC by you, that failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in writing and signed by the Company. These STC constitute the entire agreement between you and the Company with respect to your Account and the Services. Both you and the Company, warrant to each other that, in entering these STC, neither the Company nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these STC.
The rights and obligations set forth in these STC (or, otherwise, of the Account) cannot be assigned to any third party without the prior written consent of the Company. Moreover, any decisions taken by the Company are final and binding.
The Services have a legal warranty period from its delivery. If an incident occurs in the contracted Services, you may communicate it to the Company by any of the means of support indicated in the following clause, and we will make a diagnosis of the incident, proceeding to its resolution.
In the event of any conflict between the provisions of these STC and the Terms of Use, and the Privacy Policy or any other terms included by reference to these STCs, the terms of the STCs shall take precedence.
You can contact us in case you have any doubts, comments, or concerns on help@questionbase.com
Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the Services (e.g., a Slack app notification). Notices to Question Base will be sent to security@questionbase.com, with a copy sent by post.
Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the Services.
This Agreement constitutes the entire agreement and supersedes any previous agreements between the Company and you.
Last Updated: May 21, 2024
