TrueBQuest Terms & Conditions

Updated: 1st May 2024

These TrueBQuest License Terms and Conditions (the “Terms and Conditions”) are entered into between the customer named in the TrueBQuest Order Form (the “Customer”) and True Pedigree LLC (“TrueBQuest”). These Terms and Conditions, together with the TrueBQuest Order Form and any exhibits (collectively, the “Agreement”), represent the entire agreement between the parties with respect to Services (defined below).

1. Services; Authorized Users

  1. Description of Services. This Agreement sets forth the terms and conditions under which TrueBQuest provides to Customer the product(s) and/or services, described in the Order Form or otherwise purchased by Customer (collectively, the “Services”). TrueBQuest may provide updates to and/or perform regular maintenance to the Services from time to time without notice to Customer; provided however, such updates will not materially diminish the operation of the Services. TrueBQuest will provide at least ten (10) days' notice to Customer in the event of any non-standard or substantial modification(s) to the Services.
  2. Grant of License. TrueBQuest grants to Customer and its Authorized Users (defined below) a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for the intended purpose as communicated by TrueBQuest to Customer (the “Permitted Purpose”). Customer may designate the number of users which have access to the Services, (each, an “Authorized User”), up to the maximum number of Authorized Users indicated on an Order Form to use the Services. The Order Form shall describe how many Authorized Users have administrator access and how many have view-only access.
  3. Authorized Users. Only Authorized Users may access and use the Services, and no Authorized User is permitted to share its proprietary credentials with anyone who is not an Authorized User. No third party that is not an Authorized User shall be permitted to use the Services, Customer shall be liable to TrueBQuest for any breach of the Agreement by its Authorized Users. Customer is responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and Authorized User passwords), files and use of Customer’s account.
  4. Usage Rights. Except as expressly authorized in this Agreement, Customer shall not and shall ensure that Authorized Users do not, directly or indirectly: (i) reverse engineer, decompile, or disassemble or otherwise obtain or attempt to create, derive, or obtain the source code of the Services; (ii) modify, enhance or otherwise change the Services or prepare derivative works based on the Services; (iii) copy or otherwise reproduce the Services or any other materials provided in connection therewith; (iv) remove, obscure, or alter any notice of copyright, trademark or other proprietary right appearing in or on any item included with the Services; (v) circumvent or attempt to circumvent any methods employed by TrueBQuest to control access to the components, features or functions of the Services, or to prevent unauthorized use of the Services; (vi) use or otherwise exploit the Services for any purpose, commercial or otherwise, other than the Permitted Purpose; or (vii) use the Services for purposes of competitive analysis or the development of a competing software product.

2. Term and Termination

  1. Term of Agreement. The Order Form sets forth the Term of this Agreement.
  2. Termination.
    1. Either party may terminate this Agreement upon written notice to the other party if such other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following notice thereof.
    2. Either party may terminate this Agreement for any reason upon ninety (90) days' written notice.
  3. Effect. In addition to any obligations set forth in Section 6 (Confidentiality), upon any expiration or termination of this Agreement, TrueBQuest will disable the Services. In the event of early termination by Customer in accordance with the terms of this Agreement, Customer will be responsible for payment of the remaining Total Fee. Customer shall continue to furnish payments in accordance with the Order Form. For the avoidance of doubt, Customer will have no additional payment obligations after the date of termination if termination occurs under either section 2.b.i or 2.b.ii, in which case TrueBQuest will refund to Customer any fees that Customer paid in advance that were intended to be used to pay for Services set to occur after the termination date.

3. Pricing, Payment and Changes to the Services

  1. Pricing. TrueBQuest offers free and paid Services. Pricing for paid Services shall be as set forth in the applicable Order Form. TrueBQuest reserves the right to change its prices for such Services at any time. Free Services may be subject to future pricing. For paid Services, changes to pricing will not apply until the expiration or termination of Customer's then-current Term.
  2. Payment. Customer shall furnish payment to TrueBQuest in accordance with the Order Form. Without limiting any of TrueBQuest’s rights and remedies, any late payment will be subject to late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
  3. Taxes. With respect to any applicable taxes that TrueBQuest is legally or otherwise obligated to charge to the Customer, the appropriate amount shall be invoiced to and paid by the Customer in accordance with the payment terms set forth in the Order Form, and late payment term in section 3a.
  4. Changes to the Services. TrueBQuest may add, change, remove or discontinue the Services (including all features and functionality) at any time. If TrueBQuest discontinues a Service that Customer has paid for, TrueBQuest will migrate or make available to Customer a substantially similar service provided by TrueBQuest (if available) or, if it's unable to do so, TrueBQuest will provide Customer a pro-rata refund of fees prepaid for the remaining portion of the Term. For Customers currently signed up for free Services, TrueBQuest will provide 30 days' notice to the Customer before adding, changing, removing or discontinuing an applicable Service.

4. Ownership; Customer Data; Statistical Information

  1. TrueBQuest Ownership: TrueBQuest reserves all rights, title and interest in and to (i) the Services and all improvements, enhancements, derivatives or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to TrueBQuest. From time to time, Customer (including its Authorized Users) may submit to TrueBQuest comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Services (“Feedback”). Customer agrees that TrueBQuest has the right to use and incorporate Feedback into the Services without restriction or payment to Customer. No other rights are granted to Customer other than as expressly set forth herein. TrueBQuest is the sole and exclusive owner of all rights in the Services. TrueBQuest reserves all rights in the Services not expressly granted under this Agreement. Customer acknowledges that the Services are owned solely by TrueBQuest, may contain confidential or unpublished material, and TrueBQuest’s proprietary rights in the Services are protected by trademark, trade secret, copyright or other intellectual property law.
  2. Customer Data:
    1. Customer grants TrueBQuest the right to use, in its provision of the Services, any data, information or material that Customer provides or otherwise makes available in the course of using the Services, including but not limited to any data relating to Authorized User or data that Customer may input (or provide to TrueBQuest to input) in connection with its use of the Services (collectively, “Customer Data”). TrueBQuest may use Customer Data to provide and improve the Services. Customer hereby grants to TrueBQuest a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve the Services. For the avoidance of doubt, TrueBQuest may use, reproduce and disclose Customer Data that is anonymized, aggregated, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through TrueBQuest following the expiration or termination of this Agreement.
    2. Customer Data Ownership: Customer shall own all right, title and interest in and to the Customer Data.
    3. Security Incident: If either party believes that there has been any unauthorized use of, access to, or disclosure of, Customer Data (“Security Incident”), such party must promptly notify the other party to the extent permitted by law. Each party will reasonably assist the other party to mitigate any potential damages. If the Security Incident is caused by TrueBQuest’s breach of its security obligations set forth in this Agreement, TrueBQuest shall pay the following expenses incurred by Customer to the extent such expenses are reasonable and documented: (i) the costs of a reasonable forensic investigation to determine the cause of the Security Incident; (ii) the costs of providing notifications to the extent such notifications are required by applicable law; and (iii) credit monitoring costs to the extent providing such credit monitoring services are required by law. TRUEBQUEST SHALL NOT BE RESPONSIBLE FOR ANY COSTS OR EXPENSES RELATED TO A SECURITY INCIDENT THAT IS CAUSED BY THE ACTS OR OMISSIONS, MISCONDUCT, NEGLIGENCE, OR FRAUD BY CUSTOMER OR ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS, OR AUTHORIZED USERS.

5. Confidentiality

  1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement (including pricing), business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party under this Agreement, (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, (iii) is rightfully received by the Receiving Party from a third party, or (iv) was independently developed by the Receiving Party without use of or reference to Confidential Information of the Disclosing Party. The Receiving Party claiming that such information is not Confidential Information pursuant to the preceding sentence shall bear the burden of proof.
  2. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to (i) avoid using any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to Receiving Party’s employees and contractors who (i) have a legitimate need to access Disclosing Party’s Confidential Information for purposes consistent with this Agreement and (ii) have signed confidentiality agreements with the Receiving Party containing protections not materially less protective than those contained herein.
  3. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order or as otherwise required by law, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure unless such notice is prohibited by applicable law
  4. No later than thirty (30) days after termination or expiration, Customer may request a copy of its Confidential Information. Such copy will be provided by TrueBQuest to Customer in a format mutually agreed upon. Thereafter, TrueBQuest will delete Confidential Information within thirty (30) days. For clarity, Customer may request deletion of its Confidential Information at any time post-termination or expiration and TrueBQuest will complete the deletion within thirty (30) days of its receipt of the request. TrueBQuest shall have no liability under this Agreement for any Confidential Information that Customer provides or makes available to TrueBQuest after this Agreement expires or terminates.

6. Warranties; Remedies

  1. Representations and Warranties
    1. Each party represents and warrants that (I) it has the legal power to enter into this Agreement; and (II) it shall comply with all applicable laws, regulations, rules, orders and other requirements in its performance of its activities under this Agreement.
    2. TrueBQuest further represents and warrants that it will provide the Services in accordance with the terms of this Agreement.
    3. Customer represents and warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the data that is placed on, transmitted via or recorded by the Services; (ii) the provision and use of Customer content or Customer Data as contemplated by this Agreement does not and shall not violate any of Customer’s privacy policy, terms-of-use or other agreement to which Customer is a party or any law or regulation to which Customer or TrueBQuest is subject to; (iii) it has all necessary power and authorization to grant to TrueBQuest all rights and licenses granted under this Agreement with respect to the Customer Data; (iv) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act; and (v) it is solely responsible for the negligence or willful misconduct of its Authorized Users,
  2. Exceptions to Section 6(a)(ii). The limited warranty set forth above in Section 6(a)(ii) shall not apply to problems arising out of or relating to (i) Customer’s or its representatives’ or Authorized Users’ modification of or damage to the Services; (ii) any unauthorized third- party software or hardware that are operated with or incorporated into the Services; (iii) Customer’s, Authorized User’s or any third party’s negligence, abuse, misapplication or misuse of the Services, including any use of the Services other than as expressly authorized by TrueBQuest in writing, (iv) Customer’s failure to comply with any minimum system requirements as provided by TrueBQuest; and (v) Customer’s systems or network used to access the Services.
  3. Remedial Efforts. If TrueBQuest breaches Section 6(a)(ii), TrueBQuest may, at its option and expense, take any of the following steps to remedy such breach (i) repair the Services; (ii) replace the Services with functionally equivalent products; and/or (iii) if (i) and (ii) are not commercially feasible, terminate this Agreement and promptly provide to Customer a pro rata refund of the license fees paid by Customer for the Services for the remaining portion of the unused Term.
  4. Sole Remedy If TrueBQuest does not cure a warranty breach, Customer shall have as its sole remedy the right to terminate this Agreement as per Section 2(b)(i) of the Agreement and, if this occurs, TrueBQuest will refund to Customer any fees that Customer paid in advance that were intended to be used to pay for Services set to occur after the termination date.

7. DISCLAIMER:

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TRUEBQUEST MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” TRUEBQUEST HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; AND (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. TRUEBQUEST DOES NOT WARRANT THAT OPERATION OF OR USE OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT TRUEBQUEST DOES NOT CONTROL THE TRANSFER OR TRANSMISSION OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TRUEBQUEST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. LIMITATION OF LIABILITY:

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID OR PROHIBITED BY LAW , IN NO EVENT WILL TRUEBQUEST (OR ANY OF ITS PARENTS, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR (II) LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TRUEBQUEST’S TOTAL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE FEES PAID TO TRUEBQUEST HEREUNDER IN THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Indemnification.

  1. By TrueBQuest. Subject to the terms set forth herein (including Section 8), TrueBQuest shall indemnify, defend, and hold harmless Customer and its employees, officers, directors, and agents from and against all claims, actions, demands, and suits (each, a “Claim”) by third parties and all losses, liabilities, damages, costs, and expenses associated therewith (including reasonable attorneys’ fees) arising from or in connection with: (i) any negligence or willful misconduct by TrueBQuest or its employees; or (ii) any breach or alleged breach of TrueBQuest’s representations, warranties or obligations under this Agreement. Customer shall provide TrueBQuest with (a) prompt written notice any Claim; (b) reasonable assistance researching and/or defending a Claim; and (c) sole authority to settle or defend a Claim; provided however TrueBQuest will not enter into any settlement or plea agreement that requires Customer to admit any liability or wrongdoing without Customer’s prior written consent, which shall not be unreasonably withheld. In the event of any claim for which Customer is indemnified, TrueBQuest will use commercially reasonable efforts to (1) procure for Customer the right to continue to use the Services as set forth in this Agreement, (2) provide a reasonable workaround solution, or (3) replace or modify the Services to make their use non-infringing, or, if alternatives (1)-(3) are not practicable, to refund a prorated portion of the fees paid for the remainder of the Term for the affected Services and terminate this Agreement as to the affected Services upon written notice to Customer. TrueBQuest shall not have any liability or obligations under this Section 9(a) if the Claim is based upon or results from: (i) use of the Services (A) in combination with any other computer programs not licensed by TrueBQuest to Customer, (B) other than as permitted under this Agreement, or (C) other than in accordance with its written instructions; (ii) any act or omission of any party other than TrueBQuest; (iii) any content or materials that the Customer or an Authorized User uploads, inputs, stores or otherwise provides in connection with the Services, including but not limited to any Customer Data and third-party materials; or (iv) any third-party software or equipment that is used in connection with the Services. The foregoing states Customer’s exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by any of the Services or any part thereof or by their use or operation.
  2. By Customer. Customer shall indemnify, defend, and hold harmless TrueBQuest and its employees, officers, directors, agents from and against all Claims by third parties, and all losses, liabilities, damages, costs, and expenses associated therewith (including reasonable attorneys’ fees) arising from or in connection with: (i) any negligence or willful misconduct by Customer, employees, representatives, or Authorized Users; and/or (ii) any breach or alleged breach of Customer’s representations, warranties or obligations under this Agreement. TrueBQuest shall provide Customer with (a) prompt written notice any Claim; (b) reasonable assistance researching and/or defending a Claim; and (c) sole authority to settle or defend a Claim; provided however Customer will not enter into any settlement or plea agreement that requires TrueBQuest to admit any liability or wrongdoing without Customer’s prior written consent, which shall not be unreasonably withheld.

10. Miscellaneous

  1. Assignment. Neither party may assign, delegate, or otherwise transfer in any way either this Agreement or any of its rights, duties or and obligations hereunder without the prior written consent of the other party; provided however in the event of the sale or transfer of substantially all of its assets, or a sale, merger or change of control either party may assign any or all rights and obligations contained herein without consent. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
  2. Publicity. TrueBQuest shall be entitled to identify Customer, using only its name and logo (the "Marks"), as a customer of TrueBQuest on its website and in its marketing materials. TrueBQuest may also request that Customer participates in or is featured in a case study, subject to approval by Customer which shall not be unreasonably withheld.
  3. Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired, and the invalid term or provisions shall be replaced by such valid term or provisions as comes closest to the intention underlying the invalid term or provision.
  4. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof. In the event of a conflict between these Terms and Conditions and an Order Form, the Order Form shall control.
  5. Amendments in Writing. Except as otherwise set forth herein, no amendment or modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
  6. Applicable Law; Venue. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California without reference to its choice of law principles to the contrary. Customer agrees to the exclusive jurisdiction and venue of the courts located in San Francisco, CA.
  7. Force Majeure. Neither party shall be liable for any failure or delay in performing an obligation under this Agreement or loss resulting from a cause over which is beyond a party’s control, including but not limited to an act of war or terrorism, a riot, civil disorder, a rebellion, a fire, a flood, an earthquake or similar act of God, a strike, a pandemic, a lockout or similar labor dispute that is beyond the parties’ control.
  8. Survival. The provisions of this Agreement that by their nature would survive any termination or expiration of this Agreement, including but not limited to Sections 5, 6, 7, 8, 9 and 10, shall so survive any such termination or expiration.
  9. Headers. The heading references herein are for convenience purposes only and shall not be deemed to limit or impact any of the provisions hereof.