Enquire.ai
Client Terms

Client Terms of Service

Terms of Service

Client

Last Updated: [February 18, 2023]

Client Terms of Service

These Terms of Service (these “ Terms”) are a contract between you, in your individual capacity or the business entity you represent (“ you” or “ Client”), and Enquire AI, Inc. (collectively, “ Company”, “ we”, or “ us”). “ You” and “ your” as used herein will refer and apply to that entity and the persons that can access the Platform Services (as defined herein) on its behalf. Please read this entire agreement carefully. You must read, agree to, and accept these terms and conditions in full in order to use the website located at www.enquire.ai (or any successor sites or URLs) (the “ Website”) and related software and services (collectively, the “ Platform Services”). For more information about our collection of your information, please visit our privacy policy (or any successor link) (“ Privacy Policy”) as may be in effect and modified by us from time to time.

BY CLICKING [“ I ACCEPT”] OR BY USING THE PLATFORM SERVICES, YOU AGREE TO THESE TERMS. BY AGREEING TO THESE TERMS, EXCEPT FOR IN (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 26, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 26, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM SERVICES.

Subject to the conditions set forth herein, Company may, in its sole discretion, amend these Terms by posting a revised version on the Website. The “Last Updated” date above indicates when these Terms were last changed. Company will provide reasonable advance notice of any amendment that includes a material change, by posting the updated Terms on the Website, providing notice on the Website, and/or sending you notice by email. Unless we say otherwise in Company’s notice, any changes to these Terms will take effect on the last updated date therein and your continued use of the Platform Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Platform Services. We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Platform Services (“ Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Platform Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. Any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the updated Terms incorporating such changes or otherwise notified you of such changes.

If you agree to these Terms on behalf of an entity, or in connection with providing or receiving services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these terms and agree that you are binding both you and that entity to these terms. In that event, “ you” and “ your” will refer and apply to you and that entity.

1. Services Overview

Company provides a technology-enabled marketplace that economically and efficiently matches sophisticated global affairs professionals offering professional services (the “ Expert Services”), with enterprising investors and decision-makers across a variety of sectors using the Platform Services to procure such Expert Services (“ Clients”) for a variety of projects (“ Projects”). Under these Terms, Company provides the Platform Services to you as a Client, which include curating Experts and Projects, and functioning as the payment processor for you and Experts. Experts and Clients must register for an account to use the Platform Services (each, a “ User”). Unless otherwise set forth in a separate and mutually agreed writing, Company’s Services are provided to you only for your internal and non-commercial business use and not for the benefit or use of any third party.

2. Eligibility

By creating an account on the Website and making use of the Platform Services, you represent and warrant that you: (a) are a legal entity or a person who is at least eighteen (18) years old (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) and capable of forming legally binding contracts under Law (as defined below); (b) are authorized to represent and act on behalf of any entity for which you are employed by or solicit Projects for; (c) are not identified on the U.S. General Services Administration’s Excluded Parties List, the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of the Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or any similar list of individuals limited by U.S. export control laws and regulations or other economic sanctions of the US, other government or multilateral organization; (d) are not considered to be a “Politically Exposed Person”; (e) have not been convicted or charged, or pled guilty or nolo contendere to any felony or any misdemeanor involving securities fraud or investment-related business; and (f) are not and have not been the subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organizations or other law enforcement body, including the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority.

3. Account Registration

To sign up to use the Platform Services, you must create an account profile and provide accurate and complete information. This includes providing us with your legal or business name, address, billing/payment information, contact information, including the name and contact information of a representative authorized to act on your entity’s behalf, and any other relevant information to your use of the Platform Services as determined in Company’s sole discretion. It is your responsibility to keep your account information updated. Should your eligibility for a Company account as outlined above change during your time using the Platform Services, you must notify Company within a reasonable amount of time, but no later than thirty (30) days after such change by emailing support@enquire.ai. You shall not use the name or email of (a) another person with the intent to impersonate that person, or (b) an entity without appropriate authorization. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your account via the Platform Services upon discovery that any account information provided is untrue, inaccurate, or incomplete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in our sole discretion.

4. Restrictions

(a) You agree that: (i) you will not use the Platform Services if you are not fully able and legally competent to agree to these Terms; (ii) you will only use the Platform Services in full compliance with all applicable statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, common laws, judgments, decrees, other requirements or rules of law of any federal, state, local or foreign government or political subdivision or agency thereof (collectively, “ Law” or “ Laws”) and these Terms; and (iii) you will not use the Platform Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, you will not, in connection with the Platform Services:

  • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

  • Use or attempt to use another user’s account or information without authorization from that user and us;

  • Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Platform Services, except as expressly permitted by us or our licensors in writing;

  • Modify the Platform Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Platform Services;

  • Use the Platform Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform Services or that could damage, disable, overburden, or impair the functioning of the Platform Services in any manner;

  • Reverse engineer any aspect of the Platform Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of the Platform Services;

  • Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from the Platform Services;

  • Develop or use any applications or software that interact with the Platform Services without our prior written consent;

  • Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or

  • Use the Platform Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

(b) You further agree that you may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Platform Services (including data structures or similar materials); (b) access or use the Platform Services to build or support, directly or indirectly, products or services competitive to Company; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Platform Services to any third party except as permitted by these Terms.

(c) Enforcement of this Section 4 is solely at our discretion, and failure to enforce this Section 4 in some instances does not constitute a waiver of our right to enforce it in other instances.

5. Marketplace Feedback

(a) You hereby acknowledge and agree that Users publish and request Company to publish on their behalf information through the Platform Services about the User, such as feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Experts or Clients voluntarily submit to Company and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Company. Company provides such information solely for the convenience of Users.

(b) You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Platform Services and you specifically request that Company post feedback about Users, including yourself, on User profiles and elsewhere on the Platform Services.

6. Ownership; Limited License

The Services and Platform Services, including, the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto and anything developed or delivered by or on behalf of Company under these Terms (including Deliverables as such term is defined in the Expert Terms of Service), are owned by Company or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Platform Services and Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Any use of the Platform Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

Our Network Pulse™ tool allows Users to submit questions, which Experts may review and respond to. Subject to these Terms, Client is hereby granted the non-exclusive, worldwide, limited right to use and access the Network Pulse™ responses (together with all intellectual property rights therein and thereto) ordered by such Client during a ninety (90) day period or as otherwise set forth in a mutual writing between Client and Company and solely for the internal business operations of Client. Client may allow its employees to access the Network Pulse™ responses for this purpose, and Client is responsible for their compliance with these Terms.

7. User Content & Collective Content

(a) User Content. You represent and warrant that you have the right, power and authority or have valid licenses to all data, feedback, content, or other materials you upload, post, publish, submit, create, store, share, or display through the Platform Services (collectively, the “ User Content”) and to grant the licenses specified below. When you post or otherwise share User Content on or through the Platform Services, you understand that your User Content and any associated information may be visible to others and is non-confidential and we have no confidentiality obligation of any kind with respect to such information. Company may collect, store, and post User Content (including Expert responses and responses to Projects) within the Platform Services on an Expert’s behalf based upon information provided by Expert or other publicly available sources, provided that if Company has informed Expert that payment will be made for such User Content before publication, Company will contact Expert and provide payment for such User Content.

(b) Collective Content Ownership & Use. As between the parties, you retain all ownership rights in any Collective Content (as defined below). You hereby grant Company a non-exclusive, worldwide, transferable, fully paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense through multiple tiers), through all media now known or hereafter created, to collect, access, use, reproduce, modify, adapt, publish, translate, distribute, publicly or otherwise perform and display, exploit, transmit, display, index, process, store, and create derivative works from the User Content, Feedback (as defined below), and any other data, content, or information you submit (“ Collective Content”) for: (a) any purpose in connection with the Platform Services; (b) as authorized or instructed by you; (c) to respond to claims that any of your Collective Content violates the rights of third parties; and (d) as required by Law. Company shall own aggregated metrics and statistical data generated from the provision, operation or use of the Platform Services provided that Company will only disclose such data externally in an aggregated and/or anonymous form that shall not directly or indirectly identify you. To assist us in meeting business operations needs and to perform certain services and functions, we may share your Collective Content with vendors and service providers in various jurisdictions, including providers of hosting services, cloud services, and other information technology services providers, event management services, email communication software and email newsletter services, and web analytics services. Pursuant to our instructions, these parties will access, process, or temporarily store Collective Content in the course of performing their duties to us.

(c) Prohibited Collective Content. You are solely responsible for your Collective Content and you agree not to upload any Collective Content to the Website which violates any part of these Terms or Laws. You are solely responsible for your Collective Content and for ensuring it does not violate any part of these Terms or Laws. Company retains the right to investigate and take appropriate legal action against any User who fails to do so. It is the sole discretion of Company to determine what is objectionable and what constitutes a reason to restrict or terminate your use of the Platform Services. Should you have multiple end users authorized to access and receive the Platform Services through the Website, the Client will be responsible for any such end user who violates these Terms. Without limiting the foregoing, you will not upload, post, publish, submit, create, store, share, or display anything which:

  • Is “protected health information” under HIPAA

  • Infringes any proprietary, contractual, or privacy rights of any party;

  • Is deemed to be material nonpublic information that if disclosed would violate securities laws;

  • Contains software viruses, files, programs or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment;

  • Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities (e.g. junk mail, spam, chain letters, pyramid schemes, contests, sweepstakes or other solicitations);

  • Is in violation of any Laws; or

  • Is inappropriate, vulgar, harassing, obscene, pornographic, threatening or is in any other way objectionable.

(d) Feedback. You may voluntarily post, submit comments or ideas, or otherwise communicate to Company any questions, comments, suggestions, ideas, original or creative materials, or other information about Company or the Platform Services, including about how to improve the Platform Services (collectively, “ Feedback”). By submitting any Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) we are free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone, including to develop, copy, publish, or improve the Feedback or Platform Services, or to improve or develop new products, services, or the Platform Services in Company’s sole discretion. Company will exclusively own all improvements to, or new, Company products, services, or Platform Services based on any Feedback. You understand that Company may treat Feedback as nonconfidential.

Enforcement of this Section 7 is solely at our discretion, and failure to enforce this Section 7 in some instances does not constitute a waiver of our right to enforce it in other instances.

8. Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act (“ DMCA”) and other Law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our “ DMCA Policy”).

(b) Reporting Claims of Copyright Infringement. If you believe that any content on the Platform Services infringe any copyright that you own or control, you may notify Company’s designated agent (your notification, a “ DMCA Notice”) as follows:

Designated Agent: Enquire AI DMCA Agent

Address: 1233 20th Street NW, Suite 470

Washington, DC 20036

Telephone Number: (202) 495-0795

Email Address: support@enquire.ai

(c) Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on Platform Services is infringing, you may be liable to Company for certain costs and damages.

9. Third-Party Content

(a) The Platform Services rely on or interoperate with third-party products and services, including, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “ Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Platform Services. You acknowledge that (a) the use and availability of the Platform Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that the Platform Services operate.

(b) We may further provide information about or links to other third-party products, services, activities, or events, or we may allow third parties, to make their content, advice, and information available on or through the Platform Services (collectively, “ Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through the Platform Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Platform Services.

(d) You further acknowledge that no relationship (such as partnership, agent, joint venturer, or employee) is created between you and Company or between any user and Company by these Terms or by your participation on the Platform Services.

IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.

10. Fees and Payment

(a) Fees. Creating an account on the Website is free and there is no charge to post Projects. Instead, Company collects a percentage of all fees paid or payable for each Project completed and any Expert Services performed by Experts for Client (“ Service Fees”) in addition to the fees due to an Expert by Client (“ Expert Fees”, and collectively with Service Fees, the “ Fees”). Company will function as the payment processor for Expert Fees through the Platform Services. Any additional information on Fees shall be posted on Company’s “Fees Page” (available at https://www.enquire.ai/app/fees or any successor link) and any additional questions on Fee collection should be directed to support@enquire.ai with a copy sent to accounting@enquire.ai.

(b) Payments. Except as otherwise set forth in a Project agreement, all payments under these Terms are due net fifteen (15) days from the invoice date sent to you by Company and shall be in United States dollars. Any payment not received from you by the due date for Fees may accrue, at Company’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

(c) Taxes. You agree that you shall be responsible for all applicable sales, use, value added, or similar taxes, if any, payable with respect to the Expert Services provided under these Terms or arising out of or in connection with these Terms whether at the time of invoicing or later determined by a taxing jurisdiction, provided that Company shall be responsible for all taxes imposed on Company’s net income or gross receipts, for any personal property taxes on property it owns or leases. You agree that Company may charge you any applicable taxes at the time of your payment of fees.

(d) Disputes. Should any dispute arise between Clients and Experts over the quality or completeness of work on a Project, Company may (but is not obligated to) hold any fees paid by Client while the dispute is resolved. Company reserves sole discretion to make determinations in such disputes and has the right to cancel and not return payment while the dispute is resolved pursuant to Section 11 below.

11. Disputes Between Users

Company encourages Clients and Experts to try and settle disputes amongst themselves, however, if this is not possible Company may (but is not obligated to) resolve disputes by obtaining information about the dispute between the Client and an Expert and making a resolution decision. If Company elects in its sole discretion to resolve a dispute, such resolution will be final and binding and, as further described in Section 26, Company will have no responsibility or liability for the consequences of such resolution.

12. Services Agreement

(a) In the event a Client and Expert wish to enter into a services agreement for Experts’ provision of certain professional services to Client (a “ Services Agreement”), the parties acknowledge such Services Agreement is a contractual relationship directly between the Client and Expert. Client and Expert have complete discretion both with regard to whether to enter into a Services Agreement with each other and with regard to the terms of any Services Agreement. You acknowledge, agree, and understand that Company is not a party to any Services Agreement, that the formation of a Services Agreement between Users will not, under any circumstance, create an employment or other service relationship between Company and any User or a partnership or joint venture between Company and any User.

(b) With respect to any Services Agreement, Clients and Experts may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, ownership of deliverables provided to Client by Expert, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Company’s rights and obligations under these Terms, including Sections 17and 18below. Clients will post any additional agreements (including any applicable Services Agreement) required to be executed by an Expert for a Project as an attachment to any posted Project requests. Once Client has selected an Expert(s) for a Project, Client will send any agreements required to be executed by Experts to compliance@enquire.ai.

13. Audit Rights

Clients will: (a) create and maintain records to document satisfaction of each party’s respective obligations under these Terms and any additional agreements between the parties (including any Services Agreement) (e.g. payment obligations and compliance with tax laws); and (b) provide copies of such records to Company upon request. Company maintains the right to audit each party’s operations and records to confirm compliance. However, this provision should not be construed as implying Company has the obligation to supervise an Expert’s or Client’s compliance with their internal policies, or monitor any services performed by Experts or delivered to Clients.

14. Company Role

(a) Acknowledgement. You expressly acknowledge and agree that: (a) the Website is merely a venue where Users may act as Experts or Clients; (b) Experts and Clients are solely responsible for negotiating, agreeing to, and executing any terms or conditions of Services Agreements; (c) Company does not, in any way, supervise, direct, or control the Expert Services delivered to Clients; (d) Company will not have any liability or obligations for any acts or omissions by you or any other Users related to the Platform Services; (e) your use of the Platform Services is subject to your acceptance of these Terms (which includes ensuring compliance with these Terms); and (f) Company makes no representations as to the reliability, capability, or qualifications of any Experts or the quality, security, or legality of any Expert or Expert Services, and Company disclaims any and all liability relating thereto.

(b) You acknowledge, agree, and understand that Company does not, in any way, supervise, direct, control, or evaluate Experts or their work and is not responsible for any Project, Project terms, or work product. Company makes no representations about and does not guarantee, and you agree not to hold Company responsible for, the quality, safety, or legality of the Expert Services; the qualifications, background, or identities of Users; the ability of Experts to deliver the Expert Services; the ability of Clients to pay for the Expert Services; user content and statements or posts made by users; or the ability or willingness of a Client or Expert to actually complete a transaction.

(c) You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Services Agreement with another User and for verifying any information about another User. Company does not make any representations about or guarantee the truth or accuracy of any Expert’s or Client’s listings or other user content on the Website; does not verify any feedback or information provided by Users about Experts or Clients; and while Company screens Experts using a third-party vendor, Company does not perform background checks on or guarantee the work of Experts or Clients.

(d) Independent Contractor Relationship. Client and Expert each acknowledge and agree that their relationship is that of independent contractors. The Expert shall perform services as an independent contractor and nothing in these Terms shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Expert and Client or between Company and any Client or Expert.

15. Confidentiality

(a) Confidential Information. As used in these Terms, “ Confidential Information” means all confidential or proprietary information of a party (“ Disclosing Party”) disclosed to the other party (“ Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information will include: (i) pricing and other terms and conditions reflected in Service Agreements or any other agreements between Users; (ii) User Content or work product; (iii) the Disclosing Party’s business and marketing plans, technology and technical information, product designs, or business processes; (iv) opinions expressed or work commissioned; (v) information about any actual or potential business, investment or trading decisions, or transactions of any Client; and (vi) any other nonpublic or proprietary information of Company. Confidential Information does not include any information that a Receiving Party can show: (A) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (B) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (D) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party.

(b) Confidentiality Obligations. To the extent Confidential Information is shared, the Receiving Party will protect the secrecy of Disclosing Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (i) not disclose or permit others to disclose Disclosing Party’s Confidential Information to anyone without first obtaining the express written consent of Disclosing Party; (ii) not use or permit the use of Disclosing Party’s Confidential Information, except as necessary for the performance of its obligations under these Terms (including, the storage or transmission of Confidential Information on or through the Website for use by an Expert); and (iii) limit access to Disclosing Party’s Confidential Information to Receiving Party’s personnel who need to know such information for the performance of the Receiving Party’s obligations under these Terms. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Clients and Experts agree not to disclose or to attempt to use or personally benefit (financially or otherwise) from any Confidential Information that is disclosed or learned because of their activities through the Platform Services. The confidentiality obligations hereunder will remain in effect until the Confidential Information enters the public domain through no action of the Receiving Party or any other person under legal obligation not to disclose such information.

(c) Material Non-Public Information. Clients and Experts will not disclose or otherwise share with any person, including other Clients or Experts, material non-public information which, if used by such person, might constitute illegal insider trading. “ Material non-public information” is defined as any information that there is a substantial likelihood that a reasonable investor would consider important in making his or her investment decisions, or information that is reasonably likely to have a substantial effect on the price of a company’s securities, and which has not been effectively communicated to the marketplace.

16. Termination

Subject to your obligation to pay for Services which you have received, you may cancel your account on the Website at any time by providing notice via email to support@enquire.ai and sending a copy to accounting@enquire.ai. For avoidance of doubt, cancelling your account shall not relieve you of any obligations under these Terms intended to survive termination, including, Sections 15(“Confidentiality”), 17(“Non-Circumvention”), 18(“Headhunter/Retainer Fees”), 20(“Warranty Disclaimer”), 21(“Indemnification”), 22(“Limitation of Liability”), 24(“Compliance with Law”).

17. Non-Circumvention

(a) You acknowledge and agree that a substantial portion of the compensation the Company receives for making the Website available to you is collected through the Fees described in Section 10 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Website or Platform Services (“ Company Relationship”). The Company only receives a Service Fee when a Client and an Expert pay and receive payment through the Platform Services. Therefore, for 12 months from the later of: (a) the start of a Company Relationship; or (b) the date you complete your last project for a Client (the “ Non-Circumvention Period”), you agree to use the Company and its Platform Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the payment methods offered through the Platform Services unless you pay a Headhunter Fee or a Retainer Commission as set forth below.

(b) Examples of circumvention include: (i) accepting proposals from, receiving Expert Services from, or making payments to any Experts first identified through the Platform Services outside of Company; or (ii) paying or reporting on the Platform Services a payment amount lower than that actually agreed between you and an Expert through the Platform Services. You are not authorized to expand the scope of any Services or Project through the Platform Services unless Company has agreed in advance and in writing.

(c) You agree to not solicit or accept any offer which violates these Terms unless we provide express written permission, as outlined below, which we may withhold at our discretion. If you become aware of any breach or attempted breach of this Section 17, you must immediately inform Company at support@enquire.ai. Termination of your relationship with Company will not affect your obligations under this Section 17.

18. Headhunter/Retainer Fees

(a) Subject to Company’s prior express written permission, you may offer employment to an Expert introduced to you through the Platform Services during the Non-Circumvention Period. If this occurs within the Non-Circumvention Period, you agree to pay Company 25% of the hired Expert’s yearly Base Salary (as defined below) (“ Headhunter Fee”). “ Base Salary” is defined as the annual gross income of the hired Expert and does not include any additional bonuses or compensation, such as signing or discretionary bonuses, moving expenses, allowances or any other type of compensation. You agree to pay the Headhunter Fee to Company within thirty (30) days of the hired Expert’s start date of employment. If you extend an employment offer to an Expert after the Non-Circumvention Period, you will not be responsible for the payment of a Headhunter Fee.

(b) Subject to Company’s prior express written permission, you may procure services on a retainer basis from an Expert you were introduced to through the Platform Services during the Non-Circumvention Period. If this occurs within the Non-Circumvention Period, you agree to pay Company 30% of the monthly gross fees for services paid to the Expert, not including any reimbursable expenses (“ Retainer Commission”). You will pay the Retainer Commission to Company within thirty (30) days of the end of each month in which you have procured services from the Expert for the lesser of one year or the duration of the engagement of the Expert on a retainer basis. If you procure services from Expert on a retainer basis after the end of the Non-Circumvention Period, you will not be responsible for the payment of any Retainer Commission.

(c) You understand and agree that if Company determines, in its sole discretion, that you have violated this Section, Company may, to the maximum extent permitted by law (a) close your account and revoke your authorization to use the Website and Platform Services, and/or (b) charge you for all losses and costs (including any and all time of Company’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

19. Publicity

By agreeing to these Terms, you agree that Company may publicly reference and publish your business name and logo in customer lists, on the Website, in investor pitches and sales presentations and in promotional material, or otherwise for marketing and promotional purposes unless otherwise agreed to by the parties.

20. Warranty Disclaimer

(a) You agree not to rely on the Platform Services or the continuation of the Website, or any information or Services provided by other users. The Platform Services are provided “as is” and on an “as available” basis. We make no express representations or warranties with regard to the Platform Services, content, user content, any work product provided to you, or any activities or items related to these Terms. To the maximum extent permitted by Law, we disclaim all express and implied conditions, representations, and warranties including, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you.

(b) Your access to and use of the Platform Services and any Services provided by other Users under these terms is for informational purposes only and is not intended to provide, offer, or render investment, tax, legal, or business advice. You agree that the Platform Services are only a tool you may access as part of your comprehensive compliance process, and you acknowledge that you will not rely on the Platform Services as the primary basis for your compliance decisions. Except as otherwise set forth in these terms, Company is not liable for your compliance decisions or any decisions or actions you take or authorize third parties to take on your behalf based on your access to, use of, or information obtained from the Platform Services.

(c) The content on the Platform Services is for informational purposes only and Company does not represent that the services described on the Platform Services are suitable for any specific company or available in any particular location.

21. Indemnification

(a) To the fullest extent permitted by Law, you agree to indemnify and hold harmless Company, its affiliates and subsidiaries, and their respective officers, directors, partners, employees, representatives, members, managing members and agents (each, an “ Indemnified Party”) from and against any and all actions, causes of actions, claims, charges, demands, costs, expenses, damages, losses, or liabilities of any kind (including, attorney’s fees and related expenses) (“ Claims”) resulting from, arising out of or in connection to: (a) your use of the Platform Services; (b) any Services provided to you; (c) your Collective Content; (d) your breach of any and all of these Terms; (e) any Services Agreement entered into by you or your agents, including any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (f) failure to comply with Law by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents.

(b) You will promptly notify Company and the Indemnified Parties of any third-party Claims, cooperate with Company and the Indemnified Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Company and the Indemnified Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Indemnified Parties.

22. Limitation of Liability

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL COMPANY, ITS SUCCESSORS OR AFFILIATES, LICENSORS OR THIRD-PARTY VENDORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE COSTS OR DAMAGES, LITIGATION COSTS OR PRODUCTION OF PROFIT ARISING FROM OR IN CONNECTION TO THE SERVICES AND/OR YOUR CONDUCT THROUGH THE PLATFORM SERVICES, OR ANY OF YOUR INTERACTIONS WITH OTHER USERS OR COMPANY PARTIES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS SUCCESSORS OR AFFILIATES, OR ITS LICENSORS OR THIRD-PARTY VENDORS TO YOU FOR ANY CLAIMS ARISING FROM OR IN RELATION TO THE SERVICES OR ANY CONDUCT IN CONNECTION TO THE PLATFORM SERVICES OR THESE TERMS EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY COMPANY WITH RESPECT TO SERVICES OR PROJECTS WITH WHICH YOU WERE INVOLVED DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. COMPANY WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES BROUGHT AGAINST YOU. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

23. Liability Release

To the maximum extent permitted by law, you release company, its officers, directors, employees, agents, and affiliates from any and all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, that are now in existence or may arise in the future and in any way relate to a dispute with one or more users, including, a dispute arising out of the use of the Platform Services, fees paid to an Expert, or compliance with these Terms. Where applicable and to the maximum extent permitted by law, you hereby waive your rights under California Civil Code §1542 (and any analogous law in any other applicable jurisdiction), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

24. Compliance With Law

You will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform Services. Without limiting the generality of the foregoing, you agree to comply with all Laws and regulations, including, import and export control laws and third parties’ intellectual property rights.

25. Governing Law

These Terms and any controversy or claims arising from them, shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions.

26. Arbitration

(a) No Representative Actions. You and Company agree that any dispute arising out of or related to these Terms or the Platform Services is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

(b) Arbitration of Disputes. Except for small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your address or disputes in which you or Company seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Company waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or the Platform Services, (collectively, “ Disputes”) resolved in court. Instead, for any Dispute that you have against Company, you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of the claim (“ Notice”) to Company by certified mail addressed to Enquire AI, Inc., 1233 20th Street NW, Suite 470, Washington DC 20036. The Notice must: (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. Company’s notice to you will be similar in form to that described above. If you or Company cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York. You and Company agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“ JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

(c) You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 26will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “ FAA”), to the maximum extent permitted by Law. As limited by the FAA, these Terms, and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

(e) You and Company agree that the state or federal courts of the State of New York and the United States have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Company will not have the right to assert the claim.

(g) You have the right to opt-out of binding arbitration within 30 days of the date you first executed these Terms by sending written notice via certified mail addressed to Enquire AI, Inc., 1233 20th Street NW, Suite 470, Washington DC 20036. In order to be effective, the opt-out notice must include your legal name and address, reference these Terms, and clearly indicate your intent to opt-out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 25.

(h) If any portion of this Section 26 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 26 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 26; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 26 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 26 will be enforceable.

27. Trademarks

Enquire and our logos, product or service names, slogans, and the look and feel of the Platform Services are trademarks of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Platform Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

28. Modifying and Terminating the Platform Services.

We reserve the right to modify the Platform Services or to suspend or terminate providing all or part of the Platform Services at any time; charge, modify, or waive any fees required to use the Platform Services; or offer opportunities to some or all end users of the Platform Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of the Platform Services, such as by sending an email or providing a notice through the Platform Services. All modifications and additions to the Platform Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Company in writing. You also have the right to stop using the Platform Services at any time, and you may terminate these Terms by ceasing use of the Platform Services. We are not responsible for any loss or harm related to your inability to access or use the Platform Services.

29. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

30. Miscellaneous

(a) Assignment. You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

(b) Entire Agreement. These Terms, together with any policies incorporated herein, sets forth the entire agreement and understanding between you and Company relating to the subject matter herein and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter herein. You represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or Company because of our authorship of any provision of these Terms.

(c) Severability. If any provision of these Terms is held to be illegal, invalid or unenforceable in part or in whole under Law, that provision will be eliminated or limited to the minimum extent necessary to conform to Law so that the Terms will remain in effect and be enforceable.

(d) No Waiver. The failure or delay of either party to exercise or enforce in any respect any right or claim provided for herein does not constitute a waiver of any such right or claim and will not affect any further rights or affect that party’s right to later enforce or exercise it.

(e) Modifications. No modification or amendment to these Terms will be binding upon Company unless in a written instrument signed by a duly authorized representative of Company. For the purposes of this section, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section “Modifications” does not apply to amendments to these Terms posted by Company to the Website from time to time.