Legal

ContextQA Terms of Service

Version: October 14, 2026. Effective on acceptance under Section 1.

These Terms of Service (the Terms) govern access to and use of ContextQA's software, AI features, Developer Tools and related services. They are an agreement between ContextQA, Inc., 4519 Venticano Pl, Round Rock, TX 78665, United States (ContextQA, we or us), and the person or entity accepting them (Customer or you).

0. Scope and relationship to signed agreements

0.1 Product terms. These Terms apply to self-service, free, trial, API, CLI, MCP and Agent access and to Order Forms that incorporate them. They do not grant resale or white-label rights.

0.2 Existing agreements. A separately signed master agreement, reseller agreement, Order Form or Statement of Work remains in effect according to its terms. These Terms do not unilaterally amend or override a signed agreement. The existing Terms and Conditions continue to govern transactions that incorporate that version.

0.3 Precedence. For personal-data processing, the applicable Data Processing Agreement controls. Otherwise, an applicable signed master agreement and its express precedence provisions control, followed by a signed Order Form that expressly overrides an identified provision of these Terms, then these Terms, then Documentation. A Statement of Work controls its expressly agreed scope, deliverables, fees and timetable, subject to the governing signed agreement.

0.4 Users and Agents. You are responsible for ensuring that your Authorized Users and Agents comply with the obligations applicable to your account. Resale and use for clients require a separate written authorization from ContextQA.

0.5 Independent obligations. Each restriction in Sections 5, 6, 7.6 and 8 is a separate covenant. Invalidity of one provision does not invalidate the others.

1. Acceptance of these Terms

1.1 Acceptance. You accept these Terms by affirmatively accepting them in an account, checkout or Developer Tool flow, or by signing an Order Form that incorporates them. Access made available subject to a conspicuous acceptance notice is permitted only on acceptance of these Terms. If you do not agree, do not access or use the Services. An Agent cannot grant itself authority to accept terms on your behalf.

1.2 Authority. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" means that entity. If you lack that authority, you must not accept these Terms or use the Services.

1.3 Eligibility. You must be at least 18 years old and able to form a binding contract. The Services are for business and professional use only, not for personal, family or household use.

1.4 Changes. Updated versions will identify their version date. Material changes require notice and acceptance and apply prospectively, at renewal or as otherwise expressly agreed. A signed agreement may be amended only through its agreed amendment procedure. Posting a new version does not itself amend an existing signed agreement.

2. Definitions

Capitalized terms have the meanings below or as defined elsewhere in these Terms.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means owning more than 50% of the voting interests.
"Agent" means any software system, including an AI coding agent, autonomous agent, assistant, script, bot or workflow, that accesses or uses the Services for you or on your instructions, whether or not you built it.
"AI Features" means any feature of the Services that uses machine learning, large language models or other artificial intelligence. This includes test generation, self-healing locators, root-cause analysis, natural-language test authoring, visual analysis, agent testing and evaluation, and any related models, prompts, Output, interfaces and documentation.
"Aggregate Data" has the meaning in Section 12.2.
"API" means any application programming interface that ContextQA makes available, including REST, GraphQL, webhook and streaming interfaces, and related keys, tokens, schemas and SDKs.
"Authorized User" means your employee, contractor or agent whom you allow to use the Services for your internal business purposes, and to whom you have issued credentials.
"CLI" means any command-line tool, installer, install script, package, binary, browser extension, plugin or local runtime that ContextQA distributes, however it is obtained (for example by curl, a package manager, a container registry or a download).
"Competitor" means any person or entity that offers, or is developing, a product or service that competes with any part of the Services. This includes software testing, test automation, test management, quality assurance, AI agent testing or evaluation, and AI code verification products. It also includes anyone acting for, or providing services to, such a person or entity in connection with that competing product or service.
"ContextQA Technology" means the Services, the Developer Tools, the AI Features, the Documentation, and all related software, source and object code, algorithms, models, model weights, prompts and system instructions, training and evaluation datasets, scoring methods, heuristics, schemas, workflows, user interfaces, designs, system architecture, and all improvements and derivatives of any of these, whoever creates them.
"Customer Data" means data, content and materials that you or your Authorized Users or Agents submit to the Services. This includes Input, test cases, requirements, application screens and recordings, credentials stored for testing, and Output as provided in Section 7.3. It does not include Usage Data or Aggregate Data.
"Developer Tools" means the API, the CLI, the MCP Server, SDKs, integrations and plugins, and any other programmatic or agent-facing interface to the Services.
"Documentation" means the user guides, help content and technical documentation that ContextQA makes available for the Services, including at learning.contextqa.com.
"Feedback" has the meaning in Section 13.
"Input" means anything you or your Agents provide to an AI Feature, including prompts, instructions, files, URLs, code, screenshots and application data.
"MCP Server" means any Model Context Protocol server, tool definition, tool description, resource or prompt template that ContextQA provides, whether hosted or local.
"Open Source Components" has the meaning in Section 10.
"Order Form" means an ordering document, online checkout page or plan selection that references these Terms and states the Services, plan, Subscription Term, usage limits and fees.
"Output" means content that an AI Feature generates in response to Input, such as test steps, test scripts, locators, assertions, summaries, reports and code.
"Services" means ContextQA's hosted software test automation and quality platform, the AI Features, the Developer Tools, the Website and any related services we provide to you, including Beta Features and free or trial versions.
"Subscription Term" means the period stated in an Order Form, or for free and trial access, the period during which we let you use the Services.
"Target Application" means any website, application, API, AI agent, model, system, device or environment that you point the Services or an Agent at for testing, crawling, recording, monitoring or evaluation.
"Third-Party Services" means products, services, models and content that a third party provides, including integrations such as Jira, GitHub, Azure DevOps, Slack and CI/CD systems, and third-party AI model providers.
"Usage Data" has the meaning in Section 12.1.
"Website" means contextqa.com and its subdomains, including any documentation, academy, tools and app domains.

3. Accounts, trials and beta features

3.1 Registration. You must give accurate, current and complete information when you register, including your real name, business email and company, and keep it up to date. Accounts registered with false, disposable or masked identity or company information are a material breach.

3.2 Credentials. You are responsible for keeping credentials, API keys and tokens secure and for all activity under your account, including activity by your Agents. Each user login is for one named individual and may not be shared. Tell us promptly at support@contextqa.com about any unauthorized use.

3.3 Responsibility for Authorized Users and Agents. You are responsible for your Authorized Users' and Agents' compliance with these Terms. Any act or omission by them is treated as yours.

3.4 Free trials and free plans. We may offer free or trial access at our discretion. We may limit, change, suspend or end it at any time without liability. Trial access may be used only to evaluate the Services for your own potential purchase. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, FREE AND TRIAL ACCESS IS PROVIDED "AS IS" WITH NO WARRANTY, SUPPORT, SERVICE LEVEL OR INDEMNITY, AND CONTEXTQA'S TOTAL LIABILITY FOR IT IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100). Customer Data in a trial account may be deleted when the trial ends.

3.5 Beta Features. Features labeled alpha, beta, preview, early access, experimental or similar ("Beta Features") are optional and provided "AS IS." They may be changed or withdrawn at any time, and are excluded from any service level, support or indemnity commitment. Beta Features, their existence, and your observations about them are ContextQA Confidential Information.

4. License grant

4.1 Access and use. Subject to these Terms and payment of applicable fees, ContextQA grants you, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your Authorized Users and Agents to access and use the Services, within the usage limits in your Order Form, solely for your internal business purposes and in line with the Documentation.

4.2 Developer Tools. Subject to these Terms, ContextQA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to install and run the CLI and MCP Server in object-code form, and to call the API, solely to access the Services as permitted under Section 4.1. This Section does not apply to Open Source Components, which are governed by Section 10.

4.3 Reservation of rights. These Terms grant licenses, not ownership. ContextQA and its licensors reserve all rights not expressly granted. No implied license, estoppel or other right arises, whether from use of the Services, access to Documentation, or otherwise.

5. Restrictions

5.1 Prohibited conduct. Except as these Terms expressly permit, you will not, and will not allow any Authorized User, Agent or third party to, directly or indirectly:

Reverse engineer. Reverse engineer, decompile, disassemble, decrypt, deobfuscate, or otherwise try to derive the source code, algorithms, models, prompts, data structures or architecture of any ContextQA Technology. This includes the following, without limitation:
1. converting any part of the ContextQA Technology from machine-readable into human-readable form, or producing source code or any approximation of it;
2. unpacking, extracting or analyzing CLI packages, binaries, install scripts, application archives (for example ASAR, JAR, APK or container images), browser extensions, or minified or bundled client code, other than ordinary execution as the Documentation describes;
3. intercepting, capturing, proxying, replaying or analyzing network traffic, API calls or MCP messages between you and the Services (for example by HAR or packet capture, or a man-in-the-middle proxy) in order to reconstruct, document or reproduce how the Services work, other than ordinary debugging of your own integration;
4. systematically studying the Services' behavior, outputs or responses to a range of inputs in order to reconstruct, approximate or replicate any ContextQA Technology ("black-box reconstruction");
5. using any reverse-engineering, decompilation, binary-analysis or AI-assisted code-analysis tool, framework or MCP server on any ContextQA Technology; and
6. any other activity that could reasonably be considered reverse engineering, disassembly or decompilation;
Copy or modify. Copy, modify, translate, adapt, or create derivative works of any ContextQA Technology, including its user interface, layout, workflows, Documentation or written content.
Circumvent. Bypass, disable or interfere with any security, authentication, licensing, metering, rate-limiting, usage-limit, watermarking or access-control mechanism, or access the Services other than through the interfaces we provide.
Scrape or harvest. Use any robot, spider, crawler, scraper, headless browser, Agent or other automated means to access, copy, index, monitor or extract data or content from the Services, Documentation or Website, other than (i) the documented API and MCP Server used as documented, and (ii) general-purpose search engine indexing of public Website pages in line with our robots.txt.
Resell or share. Sell, resell, license, sublicense, rent, lease, distribute, white-label, time-share, or offer the Services on a service-bureau, outsourcing or managed-service basis, or otherwise make them available to any third party, unless a signed reseller or partner agreement with ContextQA expressly allows it.
Build a competitor. Access or use any ContextQA Technology, or any knowledge gained from it, to design, build, train, improve, benchmark, market or support a product or service that competes with the Services, or to copy any feature, function, workflow, user interface or graphic of the Services.
Publish benchmarks. Publish or disclose any benchmark, performance, accuracy or comparative test of the Services, or any comparison with another product, without ContextQA's prior written consent.
Train models. Use any ContextQA Technology, Output, Documentation or Website content to train, fine-tune, distill, evaluate or improve any machine-learning or AI model, other than a model that you use solely inside your own Target Applications and that is not offered to third parties as a testing or QA product.
Extract AI internals. Attempt to extract, reveal or reconstruct any model, model weights, training or evaluation data, system prompts, tool definitions or hidden instructions, including through prompt injection, jailbreaking or adversarial Input.
Frame or mirror. Frame, mirror, syndicate or embed any part of the Services or Website on a site or service that ContextQA does not control.
Exceed limits. Exceed or attempt to exceed your plan's usage limits, including by creating multiple accounts, rotating API keys, or spreading usage across Affiliates or Agents, or create accounts by automated means.
Attack or probe. Interfere with or disrupt the integrity or performance of the Services, or perform vulnerability scanning, penetration testing, load testing or security research on the Services or ContextQA infrastructure without our prior written authorization. Report suspected vulnerabilities to support@contextqa.com. No testing authorization is implied by reporting a vulnerability.
Harmful content. Upload or transmit malware, malicious code, or any content that infringes, misappropriates or violates any third party's rights or any law.
Violate the AUP. Use the Services in breach of the Acceptable Use Policy in Annex 1 or any applicable law.
Remove notices. Remove, alter or obscure any proprietary, copyright, trademark, license or confidentiality notice.
Feed it to AI tools. Copy, paste, upload, screen-share or otherwise provide any ContextQA Technology (including screenshots, screen recordings, Documentation, Output structure, prompts, tool definitions, API responses or UI flows) to any third-party AI system, coding agent or reverse-engineering tool in order to describe, specify, replicate or rebuild any part of the Services.
Record or document for replication. Record, screenshot, transcribe or systematically document the Services' screens, workflows, features, prompts or responses, except for your own internal training, support tickets and test evidence. You may not create feature specifications, requirement documents, teardown write-ups or clone plans based on the Services.
Publish teardowns. Publish, post or share any teardown, reverse-engineering analysis, "how it works" breakdown, architecture guess, prompt leak, or feature-by-feature replication guide for the Services. This applies on any blog, social network, repository, forum, video or AI chat.
Copy the Website. Copy, scrape or reuse the Website's source code, design, layout, copy, graphics, animations, interactive tools or structured data, or create a website or product page confusingly similar to it.
Help others. Encourage, assist or allow any third party, Agent or AI system to do any of the above.

5.2 Mandatory rights. These restrictions apply to the fullest extent permitted by law. They do not restrict rights that applicable law makes non-waivable, including applicable interoperability, observation, study or testing rights. Where lawful, first request the necessary information from ContextQA. Any activity under a statutory exception must remain within that exception. The remainder of each restriction remains in effect.

5.3 Independent development. You must not use ContextQA Confidential Information to develop or assist a competing product. If ContextQA identifies a reasonable basis to suspect a breach, you will cooperate with a proportionate investigation under Section 21. Independently developed work does not become ContextQA property merely because it is similar to a feature of the Services.

5.4 Personnel and notice. You will make sure that every individual who accesses the Services through your account is bound by these restrictions. You will notify ContextQA in writing within five (5) business days after you learn of any actual or suspected breach of Section 5 or 6 by anyone with access through your account, and you will preserve all related records, devices and logs for possible forensic review.

5.5 Duration. The restrictions in Sections 5, 6 and 7.6 apply during your access and survive indefinitely after it ends, for as long as any ContextQA Technology concerned remains confidential or protected by intellectual property rights.

6. Competitors and competitive analysis

6.1 Competitor access. A Competitor may not access or use the Services, Developer Tools, Beta Features or non-public Documentation, including through a free trial, demo or sandbox, without prior written consent signed by a ContextQA officer. This restriction does not prohibit reading publicly available marketing pages. Access in violation of this restriction is a material breach of these Terms; the legal characterization of computer access remains subject to applicable law.

6.2 No misrepresentation. You may not hide or misrepresent your identity, employer, affiliation or purpose to get access to the Services, including by using personal or disposable email addresses, an unrelated company's name, an intermediary, contractor or agency, or an Agent acting under a false identity.

6.3 Remedies. If ContextQA reasonably believes you are a Competitor, or have violated this Section 6 or Section 5.1(f), it may immediately suspend or end your access without notice or refund, in addition to its other remedies under Section 21.

6.4 Continuing protection. Restrictions on copying, misuse of Confidential Information and competitive exploitation continue as provided in Section 5.5. Access does not create ownership over public facts or independently developed work.

7. AI Features

7.1 Nature of AI. AI Features use probabilistic models. Output may be inaccurate, incomplete, inconsistent, or the same as or similar to Output given to others. Output is not professional advice and does not by itself certify that any software is free of defects, secure, accessible or compliant.

7.2 Human review. You are responsible for reviewing, validating and testing Output before you rely on it, deploy it, or use it to make a release or compliance decision. Test results, pass/fail verdicts, coverage figures and risk scores are decision aids, not guarantees.

7.3 Input and Output. As between the parties, you retain your rights in Input and Output generated specifically for you, subject to third-party rights. ContextQA retains all rights in the underlying ContextQA Technology, templates and generic components. You may use and export your Output for your lawful business purposes, subject to Sections 5 and 7.6. Rights to specifically identified professional-services deliverables are governed by the applicable signed Statement of Work and payment terms. Output may resemble output provided to others and may not qualify for copyright protection.

7.4 Customer-content restrictions. ContextQA will not use confidential Customer or client information, including requirements, generated test cases, workflows or application screens, whether identifiable or de-identified, for internal platform improvement, analytics, benchmarking, performance optimization, or model training. Processing necessary to provide, secure, support and troubleshoot the Services for you remains permitted subject to the applicable agreement and DPA. Any change to this commitment requires an express written agreement; it is not implied from use.

7.5 Model providers. Where the Services use third-party model providers to process Customer Data, that processing is subject to the applicable DPA and written data-processing commitments. These Terms do not authorize those providers to use Customer Data for model training.

7.6 AI-specific restrictions. In addition to Section 5, you will not: (a) use AI Features to generate content that violates the Acceptable Use Policy; (b) represent Output as human-generated where that would mislead; (c) use AI Features or Output to make decisions that have legal or similarly significant effects on individuals; (d) use Output to develop models that compete with the AI Features; or (e) attempt to extract or reconstruct underlying datasets, models, weights, prompts or tool definitions.

7.7 Your Agents. You are solely responsible for the configuration, instructions, permissions and actions of any Agent that uses the Services, including actions an Agent takes on its own after receiving Output or MCP tool results. ContextQA is not responsible for an Agent's decisions, code changes, deployments, data deletion, or effects on any system.

7.8 Prompt injection. Content in Target Applications, web pages, repositories, tickets or other sources may contain instructions designed to manipulate AI systems. You are responsible for sandboxing Agents and limiting their permissions. ContextQA does not guarantee that AI Features will resist adversarial content.

8. Developer Tools: API, CLI, MCP and Agents

8.1 Keys. API keys and tokens are ContextQA Confidential Information and are personal to your account. Do not embed them in public code, client-side applications or public repositories. We may rotate, revoke or restrict keys at any time for security or abuse reasons.

8.2 Limits. We may set and enforce rate limits, quotas, concurrency limits and fair-use thresholds. You will not design your use to evade them.

8.3 Attribution of Agent actions. Any request made with your credentials, including by an Agent through the MCP Server or CLI, is treated as made by you.

8.4 Install scripts and updates. The CLI and MCP Server may update automatically, and may collect Usage Data as described in Section 12. You will install them only from official ContextQA sources listed in the Documentation. Install scripts, tool descriptions, prompt templates and schemas are ContextQA Technology even when they are readable in plain text or sent to your Agent.

8.5 Changes. ContextQA may change, restrict or discontinue any Developer Tool, endpoint or version at any time.

8.6 Integrations you build. You may build private integrations using documented interfaces for your permitted use. You may not re-expose the Services to third parties, distribute a commercial wrapper or imply ContextQA endorsement without written approval. ContextQA retains its rights in its API schemas, tool definitions and interface specifications. This does not transfer ownership of independently authored integration code or limit an applicable open-source license.

9. Testing authorization for Target Applications

9.1 Your authorization. You represent and warrant that, for every Target Application, you own it or have all permissions and consents needed (including from its owner, hosting provider and any affected users) to test, crawl, record, monitor, load and evaluate it using the Services and your Agents, and to give ContextQA access to it for that purpose.

9.2 No unauthorized targets. You will not point the Services or any Agent at a Target Application owned or operated by a third party without that third party's authorization. This applies especially to Competitors' products, government systems, critical infrastructure, and systems whose terms prohibit automated access.

9.3 Environments and credentials. Where reasonably possible you will use non-production or test environments and test accounts, and avoid using real personal data, payment data or protected health information. Credentials and secrets you store for testing must be scoped to least privilege.

9.4 Effects on targets. Automated testing can create, change or delete data, trigger transactions, emails or notifications, and generate load. You accept these risks and are responsible for all effects of tests you configure or that your Agents run.

10. Open source components

10.1 Some parts of the Developer Tools, or projects ContextQA publishes, may be offered under an open-source license ("Open Source Components"). These are identified in the Documentation, a NOTICE or LICENSE file, or the source repository. Your use of Open Source Components is governed by the applicable open-source license, and nothing in these Terms restricts rights that license grants you.

10.2 The hosted Services, AI Features, models, prompts, server-side code, non-public Documentation, and any component not expressly released under an open-source license remain proprietary ContextQA Technology. They are fully subject to these Terms, even when an Open Source Component connects to them.

10.3 ContextQA's names, logos and trademarks are not licensed under any open-source license. Forks and redistributions must remove them except as needed to state the origin of the code truthfully.

11. Customer Data

11.1 Ownership. As between the parties, you own Customer Data.

11.2 License to ContextQA. You grant ContextQA and its subprocessors a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, copy, process, transmit and display Customer Data as needed to (a) provide, maintain, secure and support the Services, (b) prevent fraud and abuse, (c) enforce these Terms, and (d) comply with law.

11.3 Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data. You also represent that you have all rights, notices and consents needed for ContextQA to process it under these Terms.

11.4 Personal data. The applicable Data Processing Agreement (the DPA) governs personal data in Customer Data and is incorporated by reference. The DPA controls any conflict concerning personal-data processing. Website privacy information is available in our Privacy Policy.

11.5 Sensitive data. Unless an Order Form expressly allows it, you will not submit protected health information under HIPAA, payment card data under PCI DSS, special-category data under the GDPR, or data from children under 16.

11.6 Security. ContextQA will maintain reasonable administrative, physical and technical safeguards designed to protect Customer Data, subject to the applicable DPA and any security commitments expressly agreed in writing.

11.7 Export and deletion. You are responsible for maintaining copies of your data and exporting it before access ends. Post-termination retrieval, retention and deletion are governed by the applicable signed agreement and DPA. Contact ContextQA before termination if assistance is required; these Terms do not promise an export capability or retention period beyond those commitments.

12. Usage Data and Aggregate Data

12.1 Usage Data. ContextQA may process technical logs, feature-usage counts, error reports, performance metrics and API or MCP call metadata (Usage Data) to operate, secure and support the Services and detect misuse. Usage Data excludes Customer Data content and confidential Customer or client information. Personal information remains subject to the applicable DPA or Privacy Policy. Optional website analytics and advertising are subject to applicable consent and privacy choices.

12.2 Aggregate Data. ContextQA retains rights in de-identified, aggregated statistical data derived solely from platform usage (Aggregate Data), provided it contains no Customer Data, Customer platform data, confidential Customer or client information, or information that could reasonably identify a Customer, client, user or individual. Aggregation or de-identification does not permit use of requirements, generated test cases, workflows or application screens for internal purposes prohibited by Section 7.4.

13. Feedback

If you or your Authorized Users give ContextQA suggestions, ideas, enhancement requests, bug reports or other feedback ("Feedback"), you hereby assign to ContextQA all rights in that Feedback. Where an assignment is not effective, you grant ContextQA a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable license to use it for any purpose, without obligation to you. Feedback does not include Customer Data, and ContextQA will not identify you as its source without consent.

14. Intellectual property and trademarks

14.1 ContextQA ownership. ContextQA and its licensors own all right, title and interest, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the ContextQA Technology. This expressly includes the underlying models, algorithms, prompts, evaluation methods and system architecture, and all improvements, modifications and derivatives of them, including those made using Feedback or Usage Data.

14.2 Confidential technology. Non-public architecture, prompts, model configurations, scoring methods and other confidential technology may constitute trade secrets where the legal requirements are met. Misuse may give rise to contractual and statutory remedies. These Terms do not declare that every contractual breach is automatically trade-secret misappropriation.

14.3 Trademarks. "ContextQA," the ContextQA logo, and other product and feature names and logos are trademarks of ContextQA. These Terms give no right to use them. You will not use or register any name, mark, domain, social media handle, package name or repository name that is confusingly similar to them.

15. Confidentiality

15.1 Definition. "Confidential Information" means all non-public information that one party (the "Discloser") discloses to the other (the "Recipient") that is marked confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances. Whether or not it is marked, ContextQA's Confidential Information includes: the non-public ContextQA Technology; Beta Features; API keys; non-public Documentation; product roadmaps; pricing and Order Form terms; security information; and any information about how the Services work internally that is observed through use. Whether or not it is marked, your Confidential Information includes Customer Data.

15.2 Obligations. The Recipient will (a) use Confidential Information only to perform or exercise its rights under these Terms, (b) not disclose it except to its and its Affiliates' employees, contractors and advisors who need to know it and are bound by written confidentiality obligations at least as protective as these, and (c) protect it with at least the care it uses for its own similar information, and never less than reasonable care.

15.3 Exclusions. These obligations do not apply to information that the Recipient can document (a) is or becomes public through no fault of the Recipient, (b) it knew without restriction before receiving it, (c) it received from a third party without a duty of confidentiality, or (d) it developed independently without use of or reference to the Discloser's Confidential Information.

15.4 No residuals. No "residuals" right applies. Information is not excluded merely because it is retained in the unaided memory of the Recipient's personnel.

15.5 Compelled disclosure. The Recipient may disclose Confidential Information if the law or a court requires it. Where legally permitted, it must first give the Discloser prompt notice and reasonable help in seeking a protective order, and disclose only what is legally required.

15.6 Duration. These obligations last during the Subscription Term and for seven (7) years afterwards, or any longer period in the applicable signed agreement. For trade secrets and Customer Data, they last for as long as the information remains a trade secret or is held by the Recipient.

15.7 Whistleblower notice. Under 18 U.S.C. § 1833(b), an individual is not liable under trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

16. Fees, taxes and payment

16.1 Fees and payment. Fees, billing frequency, Subscription Term and usage limits are stated in the Order Form or accepted checkout. Unless that instrument specifies otherwise, invoiced fees are payable in U.S. dollars within fifteen (15) days of invoice. Your payment does not depend on payment by your own client. Signed reseller payment arrangements remain governed by their agreed terms.

16.2 Overages. Usage beyond agreed limits is chargeable at the rates disclosed in your accepted Order Form or checkout. No unpublished rate or retroactive price change is incorporated by these Terms.

16.3 Late payments. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. You are responsible for reasonable collection costs, including reasonable attorneys' fees, to the extent permitted by law.

16.4 Taxes. Fees exclude applicable sales, use, VAT and similar transaction taxes. You are responsible for those taxes, excluding ContextQA's income and franchise taxes. Provide a valid exemption certificate if applicable. Any withholding and gross-up obligation is subject to applicable law and your signed agreement.

16.5 Professional services. Work, scope, deliverables, expenses and any transfer of deliverable ownership require a mutually signed Statement of Work. ContextQA retains its pre-existing technology and reusable platform components. Changes to scope, schedule or budget require written approval before additional work begins.

16.6 Support. Support and availability commitments are only those expressly agreed in the applicable Order Form, signed agreement or incorporated support policy. Marketing statements, AI-generated responses and roadmap discussions do not create a warranty or service-level commitment.

17. Term, suspension and termination

17.1 Term. These Terms take effect on your acceptance and apply during each Subscription Term and any permitted free or trial access. Paid terms and any renewal are only those disclosed in the Order Form or checkout you accept; no minimum paid term or automatic renewal is created solely by these Terms.

17.2 Suspension. ContextQA may suspend access, in whole or in part, immediately and with notice where practicable, if it reasonably believes that (a) you, a user or an Agent have breached Section 5, 6, 7.6, 8 or 9 or the Acceptable Use Policy; (b) your use threatens the security, integrity or availability of the Services or any third party; (c) suspension is required by law; or (d) any payment is overdue under the applicable signed agreement. We will restore access once the cause is resolved.

17.3 Termination. Either party may terminate for a material breach not cured within thirty (30) days after written notice describing the breach. ContextQA may terminate immediately on notice for a serious or non-curable breach of Sections 5, 6, 7.6, 9 or 15 or the AUP, or where law requires. Suspension may be used while a security or misuse issue is investigated. Refunds and amounts due remain subject to the applicable signed agreement and mandatory law.

17.4 Free accounts. ContextQA may terminate free and trial accounts at any time, for any reason.

17.5 Effect of termination. When access ends, you must stop using the Services and proprietary Developer Tools, uninstall local proprietary copies and pay accrued amounts and other fees due under the accepted Order Form. Each party must return or delete the other's Confidential Information on request, subject to lawful retention, backup limitations and the DPA. On reasonable request you will certify compliance. Rights in Customer Data and lawfully exported Output survive, subject to confidentiality and the restrictions in these Terms.

17.6 Survival. Sections 5, 6 and 7.6 survive indefinitely (Section 5.5). Every other provision that by its nature should survive also does so, including the sections titled Definitions, Restrictions, Competitors and competitive analysis, AI-specific restrictions (Section 7.6), Customer Data (export and deletion), Usage Data and Aggregate Data, Feedback, Intellectual property and trademarks, Confidentiality, Fees (for amounts owed), Effect of termination, Warranties and disclaimers, Indemnification, Limitation of liability, Enforcement, audit and remedies, Governing law and disputes, and General terms.

18. Warranties and disclaimers

18.1 Authority and express commitments. Each party represents it has authority to enter this agreement. ContextQA's warranties, support and service levels are limited to those expressly stated in an applicable signed agreement or Order Form. Customer modifications or use contrary to Documentation do not expand those commitments.

18.2 Your warranties. You represent and warrant that (a) you are not a Competitor, or that you have ContextQA's written consent under Section 6.1; (b) all information you gave at registration is true; and (c) you will comply with Section 9 for every Target Application.

18.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE EXISTING TERMS OR A SIGNED ORDER FORM, THE SERVICES, AI FEATURES, OUTPUT AND DEVELOPER TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CONTEXTQA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CONTEXTQA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT TESTING WITH THE SERVICES WILL FIND ALL DEFECTS, VULNERABILITIES OR NON-COMPLIANCE IN ANY TARGET APPLICATION.

19. Indemnification

19.1 Signed indemnities. Any indemnity expressly agreed by ContextQA in a signed agreement remains governed by that agreement. These Terms add no ContextQA indemnity.

19.2 Customer indemnity. You will defend ContextQA, its Affiliates and their officers, directors, employees and agents against third-party claims arising from your unlawful Customer Data, unauthorized testing of a Target Application, infringement or misappropriation by your submitted materials, or your or your Agents' breach of Sections 5, 6, 7.6 or 9 or the AUP, and pay resulting damages, settlements and reasonable defense costs. This obligation excludes claims to the extent caused by ContextQA's breach, negligence or willful misconduct.

19.3 Procedure. ContextQA will give prompt written notice, reasonable cooperation at your expense and control of the defense to you using reasonably acceptable counsel. Late notice relieves you only to the extent materially prejudiced. You may not settle a claim admitting wrongdoing by ContextQA or imposing an obligation on it without its written consent. ContextQA may participate through its own counsel at its own expense, except where an actual conflict requires separate counsel.

20. Limitation of liability

20.1 Excluded damages. EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, NEITHER PARTY IS LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOST PROFITS, BUSINESS OPPORTUNITIES OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20.2 Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CONTEXTQA IN THE SIX (6) MONTHS BEFORE THE CLAIM FOR THE SERVICES GIVING RISE TO IT. FOR FREE OR TRIAL ACCESS, THE CAP IS US$100, SUBJECT TO THE SAME EXCEPTIONS AND MANDATORY LAW.

20.3 Excluded Claims. Excluded Claims are either party's gross negligence, fraud or willful misconduct; liability that applicable law does not permit to be limited; your breach of a license or the restrictions in Sections 5, 6, 7.6 or 9 or the AUP; your infringement or misappropriation of ContextQA intellectual property; your confidentiality breach; your indemnity obligations under Section 19; and your payment obligations. No cap in Section 20.2 applies to Excluded Claims.

20.4 Agreed allocation. These limitations reflect the agreed allocation of risk. A different liability allocation expressly stated in an applicable signed agreement controls under Section 0.3.

21. Enforcement, audit and remedies

21.1 Equitable relief. A breach of intellectual-property or confidentiality obligations may cause irreparable harm. The injured party may seek injunctive relief and other available remedies, subject to the court's requirements and applicable law.

21.2 Compliance verification. On reasonable written notice, ContextQA may request proportionate records or an officer's certification sufficient to verify usage limits and suspected breaches of Sections 5, 6 or 8. Verification must protect personal data, privileged information, third-party confidentiality and unrelated systems. It does not authorize entry into your devices or network. Any expanded audit requires a separate written agreement or legal process.

21.3 Remediation. You must stop prohibited activity and preserve relevant evidence. Subject to lawful evidence-preservation requirements and any court order, ContextQA may require deletion of unlawfully copied proprietary materials and a certification of compliance. This does not authorize deletion of your independently owned data or materials.

21.4 Available remedies. ContextQA may pursue proven damages, recovery of unlawful gains and other remedies to the extent permitted by applicable law, without double recovery. Ownership of disputed work is determined by applicable law and agreement, not automatically transferred by allegation.

21.5 Attorneys' fees. In any action to enforce Section 5, 6, 14 or 15, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

21.6 No automatic penalty. These Terms impose no preset per-breach monetary penalty. Recovery remains subject to proof and applicable law.

21.7 Investigation. ContextQA may review authorized usage and security records to investigate suspected misuse, consistent with its confidentiality, privacy and data-processing obligations. This clause does not grant access to unrelated customer systems.

22. Third-party services

Third-Party Services you choose to connect are governed by their own terms between you and the provider. ContextQA is not responsible for them, and may stop supporting any integration if the provider changes or ends its service. By connecting a Third-Party Service, you authorize ContextQA to exchange Customer Data with it as needed to provide the integration.

23. Export, sanctions and anti-corruption

23.1 The Services may be subject to U.S. and other export control and sanctions laws. You represent that you are not (and are not owned or controlled by, or acting for) a person on a U.S. or other applicable restricted-party list, or located in or ordinarily resident in a comprehensively sanctioned country or region. You will not access, export, re-export or transfer the Services in violation of these laws, or for any prohibited end use.

23.2 Neither party has received or been offered any bribe, kickback or improper payment in connection with these Terms, and each party will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and similar laws.

24. Government users

The Services and ContextQA Technology are "commercial products" and "commercial computer software" and "commercial computer software documentation" under FAR 2.101, FAR 12.212 and DFARS 227.7202. U.S. Government users acquire them only with the rights granted in these Terms. Any provision inconsistent with federal procurement law does not apply to the extent of the inconsistency.

25. Publicity

ContextQA may identify you as a customer using your name and logo and publicly available company information in customer lists, marketing and investor materials, without revealing confidential technical details, data or business metrics. You may revoke this permission on thirty (30) days' written notice, after which ContextQA will remove the references within a reasonable time. A different publicity arrangement in a signed agreement controls. You may not use ContextQA's trademarks to imply endorsement or partnership without written consent.

26. Copyright complaints

Report suspected copyright infringement to support@contextqa.com, identifying the protected work, the disputed material and its location, your contact details and your authority to act. ContextQA may investigate, remove infringing content or terminate repeat infringers as permitted by law. This contact is not represented as a registered DMCA designated agent.

27. Governing law and disputes

27.1 Governing law. These Terms are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

27.2 Informal resolution. The parties will try in good faith to resolve a dispute through senior representatives for thirty (30) days after written notice. Either party may seek urgent equitable relief without waiting. This procedure does not toll or shorten a legally applicable limitation period.

27.3 Venue. The state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising from or relating to these Terms, and each party consents to personal jurisdiction there. However, ContextQA may seek injunctive relief or enforce its intellectual property rights in any court of competent jurisdiction.

27.4 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM OR RELATING TO THESE TERMS.

27.5 No class actions. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding.

27.6 Mandatory protections. Nothing in these Terms excludes rights, remedies, jurisdiction rules or limitation periods that applicable law does not permit the parties to waive.

28. General terms

28.1 Precedence and procurement terms. Section 0.3 governs precedence. Purchase orders and vendor-portal terms do not amend these Terms unless ContextQA expressly agrees to the amendment in a writing signed by an authorized representative. A signature cannot be disregarded solely because the document originated in a procurement portal.

28.2 Assignment. You may not assign these Terms or transfer access, including to a Competitor through a change of control, without ContextQA's written consent. ContextQA may assign these Terms in a merger, acquisition, reorganization or sale of substantially all relevant assets. An applicable signed agreement's assignment terms control.

28.3 Subcontractors. ContextQA may use subcontractors and subprocessors, and is responsible for their performance under these Terms.

28.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes (other than its own workforce), government action, internet, cloud or utility failures, and denial-of-service attacks. This does not excuse payment obligations.

28.5 Notices. Legal notices must be in writing and are effective on receipt. Notices to ContextQA must be addressed to ContextQA, Inc., Attn: CEO, 4519 Venticano Pl, Round Rock, TX 78665, United States, with an email copy to support@contextqa.com. ContextQA may notify your account administrator by email. A breach notice must describe the breached obligation and relevant facts.

28.6 Electronic contracting. You agree that electronic acceptance, signatures and records satisfy any requirement that these Terms be in writing or signed.

28.7 Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary or employment relationship.

28.8 Personnel agreements. ContextQA employees need not individually sign customer agreements to perform services. Any non-solicitation arrangement is only that expressly agreed in a separately signed agreement; these online Terms do not create an additional hiring restriction or automatic damages.

28.9 No third-party beneficiaries. There are no third-party beneficiaries to these Terms, except the indemnified persons under Section 19.

28.10 Waiver; severability. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible, and the rest of these Terms will remain in effect.

28.11 Entire agreement. These Terms, the accepted Order Form, applicable DPA and any applicable signed agreement form the agreement concerning the Services. They supersede prior discussions on that subject, subject to Section 0 and the amendment requirements of each signed agreement.

28.12 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation." The English version of these Terms controls.

Annex 1. Acceptable Use Policy

This Acceptable Use Policy (the "AUP") is part of the Terms. You and your Authorized Users and Agents will not use the Services to:

Test, crawl, scan, load, record or monitor any Target Application without authorization from its owner (Section 9).
Carry out or facilitate denial-of-service attacks, credential stuffing, brute-force attacks, account takeover, fraud, or bypassing CAPTCHAs, bot protection or paywalls on systems you don't own.
Collect or harvest personal data, contact lists or content from third-party websites in breach of their terms or of privacy law.
Develop, test or distribute malware, spyware, ransomware or exploits for use against systems you aren't authorized to test.
Store or process content that is unlawful, defamatory, harassing, sexually exploitative of minors, or that infringes intellectual property or privacy rights.
Generate or send spam or unsolicited messages, including test emails or SMS to real recipients who have not consented.
Impersonate any person or entity, or misrepresent your affiliation (Section 6.2).
Use AI Features to create deceptive content, disinformation, or content intended to harm individuals or groups.
Use the Services in high-risk environments where failure could lead to death, personal injury or severe environmental damage (for example, operating nuclear facilities, air traffic control or life support), unless ContextQA agrees in writing.
Use the Services in violation of export control, sanctions, anti-money-laundering, consumer protection, privacy or AI regulations.
Overload the Services, or use them in a way that degrades performance for other customers.
Instruct, configure or allow an Agent to do anything listed in this AUP or in Section 5 of the Terms.