DocuGenius User Agreement

1. Scope and order of documents

This Agreement applies to the Service. An executed Order Form, Statement of Work, Data Processing Agreement (DPA), or Master Services Agreement applies only to the scope stated in it. If documents conflict, the following order applies: DPA for personal-data processing; Order Form or MSA; this Agreement; then online documentation. The Privacy Policy explains how ITQuarks handles personal data for website visitors and account contacts; it does not replace a DPA where ITQuarks processes personal data on the Customer's behalf.

2. Accounts and access

The Customer may permit only its employees, contractors and affiliates acting for its internal business purposes to use the Service ("Authorised Users"). The Customer is responsible for all activity under its accounts, keeping credentials confidential, promptly removing access for departing users, and notifying ITQuarks without undue delay of suspected unauthorized access. ITQuarks may require reasonable identity or authority verification before provisioning, supporting or changing an account; verification information is retained only as long as needed to complete the verification.

3. Licence and restrictions

Subject to this Agreement and payment of applicable fees, ITQuarks grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for its internal business purposes and within contracted usage limits.

The Customer must not, and must not allow others to: copy, sell, rent, sublicense or make the Service available to third parties; reverse engineer, decompile or attempt to discover source code except where mandatory law permits it; bypass security, quotas or access controls; interfere with the Service; use the Service to build a competing product, or publish benchmarks of the Service without ITQuarks' prior written consent (internal evaluation of the Service is permitted); introduce malware; or use the Service for unlawful, infringing, deceptive, safety-critical or prohibited activities.

4. Customer Data and outputs

The Customer retains all rights in data and documents it submits to the Service and in the outputs generated from them ("Customer Data"). ITQuarks processes Customer Data solely to provide and support the Service. These processing rights apply only during the subscription term and do not permit retention of Customer Data or its derivatives after termination or expiry, except as stated in Section 11.

The Customer represents that it has all necessary rights, notices, consents and lawful bases to submit Customer Data and instruct ITQuarks to process it. The Customer remains responsible for its data classification, retention decisions and use of outputs. Documents containing special-category personal data (including health and injury information), payment-card data, biometric data, government identifiers or other highly regulated data may be submitted once the parties have executed a DPA or other written terms covering the required safeguards; ITQuarks provides a standard DPA for this purpose on request and at signup for claims-processing use cases.

5. Data protection, confidentiality and security

For personal data in Customer Data, the Customer is the controller (or business) and ITQuarks acts as processor (or service provider), unless a written agreement states otherwise. The parties will enter into a DPA where required by applicable data protection law. ITQuarks will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of the Service. ITQuarks may use qualified subprocessors and will ensure they are bound by confidentiality and data-protection obligations appropriate to their role; the current list of subprocessors is available on request and in the DPA.

ITQuarks keeps operational and security logs for up to 90 days; Customer Data appearing in such logs is deleted on that cycle.

Each party will protect the other party's non-public business, technical and commercial information using at least reasonable care and use it only to perform this Agreement. This does not apply to information that is public through no breach, was lawfully known beforehand, was independently developed, or was lawfully received from a third party. Confidentiality obligations survive five years after termination and indefinitely for trade secrets and personal data, where permitted by law.

6. Use of artificial intelligence and human review

The Service may use automated, machine-learning, OCR, rule-based or AI-assisted capabilities. Outputs can be incomplete, inaccurate, inconsistent, biased, outdated or affected by the content supplied. The Service provides workflow and analysis assistance only; it does not provide legal, regulatory, compliance, medical, financial, audit or other professional advice, and does not certify compliance with a law, standard, policy or contract. The Customer must independently review outputs and retain appropriately qualified human oversight for decisions or activities where that is required by law, contract or prudent practice.

ITQuarks will not use Customer Data, including anonymised, de-identified or aggregated derivatives, to train or improve general-purpose models or models made available to other customers. All Customer Data and its derivatives are subject to the deletion requirements in Section 11.

7. Fees, subscription and trials

Fees, usage allowances, payment terms, subscription period and any trial terms are set out in the applicable Order Form or written commercial proposal. Unless otherwise stated, fees are non-refundable (except as provided in Section 12 for material adverse changes) and exclusive of applicable taxes. A trial or beta feature is provided for evaluation only, may be changed or withdrawn at any time, and must not be relied upon for production or compliance-critical use. ITQuarks may suspend access for undisputed overdue amounts after at least 10 days' written notice, and only until payment is made.

8. Service changes, support and suspension

ITQuarks may update the Service, including its user interface, integrations, models, rules and output formats; updates will not materially degrade the core functionality of the Service during a paid subscription term. ITQuarks will use reasonable efforts to give advance notice of material adverse changes. Unless an Order Form includes a service-level agreement, ITQuarks will use commercially reasonable efforts to keep the Service available and to notify the Customer of planned maintenance; uptime commitments are available on enterprise plans. ITQuarks may suspend or limit access where reasonably necessary to address a security, legal or operational risk, misuse, material breach, or required maintenance, and will restore access when the issue is resolved where practicable. Suspension does not by itself trigger deletion of Customer Data.

9. Intellectual property and feedback

ITQuarks and its licensors retain all rights in the Service, documentation, software, methods, models, templates, rules, branding and improvements. No rights are granted except those expressly stated. If the Customer provides feedback, ITQuarks may use it without restriction or payment, provided it does not identify the Customer's confidential information.

10. Warranties, disclaimer and liability

Each party represents that it has authority to enter into this Agreement. ITQuarks warrants that the Service will materially conform to its documentation and that it will provide the Service with reasonable skill and care. Except for these express warranties, the Service is provided "as is" and "as available" to the maximum extent permitted by law, and ITQuarks disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted or error-free operation.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, lost profits, lost revenue, loss of data, business interruption, regulatory penalties or cost of substitute services. Each party's aggregate liability arising from this Agreement will not exceed the fees paid or payable by the Customer for the Service in the 12 months before the event giving rise to the claim. These limits do not apply where liability cannot lawfully be excluded, or to fraud, wilful misconduct, or the Customer's payment obligations.

11. Term, termination and permanent deletion

This Agreement begins on the earlier of acceptance, account activation or first use and continues for the applicable subscription term. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or immediately where the breach is incapable of cure.

Upon termination or expiry, the Customer's access to the Service ends. ITQuarks will make Customer Data available for export for 30 days after termination or expiry, after which ITQuarks will permanently delete all Customer Data from its live systems and ensure its deletion from the systems of its subprocessors. This includes submitted documents, generated outputs, metadata, configurations, prompts, extracted information and embeddings. Copies contained in encrypted backups are deleted as those backups expire on their normal cycle, no later than 90 days after deletion from live systems; backup copies are not restored to live systems except for disaster recovery, in which case deletion is reapplied. No Customer Data or anonymised, de-identified or aggregated copies derived from it will be retained after these periods, except business contact and billing records that ITQuarks must retain under applicable law (e.g., invoicing, tax and accounting), which are kept only as long as legally required, handled per the Privacy Policy, and remain protected under Section 5.

After the 30-day export period, deleted data cannot be restored. The rights granted to ITQuarks to process Customer Data end upon termination or expiry, subject only to the deletion process above. Continuing confidentiality obligations do not authorise retention of Customer Data.

12. General

The Customer will comply with applicable export-control, sanctions, anti-bribery and anti-corruption laws. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors. Neither party may assign this Agreement without the other's written consent, except to an affiliate or successor in a merger, acquisition or sale of substantially all assets. Notices may be given by email, in-app message or to the contact details in the Order Form.

This Agreement is governed by the laws of the Republic of North Macedonia, and the courts of Skopje have exclusive jurisdiction, except that either party may seek urgent injunctive relief to protect confidential information or intellectual property. ITQuarks may update this Agreement by notice; material changes take effect no earlier than 30 days after notice. If a material change adversely affects the Customer, the Customer may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid, unused fees. Continued use after the effective date constitutes acceptance.

13. Contact

Questions about this Agreement, privacy or security: privacy@docugenius.ai

By accessing or using DocuGenius, the Customer confirms that it has read, understood and agreed to this Agreement.