These Terms and Conditions (the "Terms") govern access to and use of the EvaliQA website, software-as-a-service platform, documentation, evaluations, reports, support, and related services (collectively, the "Services").
EvaliQA is a product owned and operated by QA Mentor, Inc. ("QA Mentor," "EvaliQA," "we," "our," or "us"). These Terms form a legally binding agreement between QA Mentor, Inc. and the individual or legal entity accepting them ("Customer," "you," or "your").
If you accept these Terms on behalf of a company or another legal entity, you represent that you have authority to bind that entity. The Services are intended for business and professional use and not for personal, family, or household purposes.
By creating an account, purchasing a subscription, signing an Order Form, or accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Definitions
"Authorized User" means an employee, contractor, or other individual whom Customer authorizes to use the Services through Customer's account.
"Customer Evaluation Data" means information submitted to or generated through the Services for evaluation, testing, or validation, including prompts, responses, test cases, expected behaviors, chatbot outputs, transcripts, logs, screenshots, documents, evaluation results, reports, scores, and related artifacts.
"Documentation" means EvaliQA user guides, technical documentation, and usage instructions made available for the Services.
"Order Form" means an ordering document, online checkout, proposal, statement of work, or other written ordering agreement accepted by Customer and QA Mentor that identifies the applicable Services, subscription term, fees, or additional terms.
2. Agreement Structure
These Terms, any applicable Order Form, the EvaliQA Data Processing Addendum (the "DPA"), the EvaliQA Privacy Policy, and the EvaliQA Cookie Policy form the agreement between Customer and QA Mentor (the "Agreement"). The DPA is part of the Agreement when QA Mentor processes Customer Personal Data on Customer's behalf, without a separate signature. QA Mentor will provide the DPA with an Order Form or make its full text available in the online acceptance flow before Customer accepts these Terms. Customer may request a current copy at support@qamentor.com. The Cookie Policy describes the use of cookies and related choices.
If these documents conflict regarding processing of Customer Personal Data, the order of precedence is: (1) the EU Standard Contractual Clauses and UK Addendum, when applicable; (2) the DPA; (3) the Order Form; (4) these Terms; and (5) the Documentation, Privacy Policy, and Cookie Policy. For other matters, the Order Form prevails over these Terms, which prevail over the Documentation, Privacy Policy, and Cookie Policy. A document may not override a mandatory right or obligation under applicable law.
3. Access to the Services
3.1 Subscription right
Subject to the Agreement and payment of applicable fees, QA Mentor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Services for Customer's internal business purposes.
3.2 Accounts
Customer must provide accurate account information and keep it current. Customer is responsible for maintaining the confidentiality of account credentials and for activity conducted through its accounts, except to the extent caused by QA Mentor's breach of the Agreement. Customer must promptly notify us at support@qamentor.com of suspected unauthorized access or credential compromise.
3.3 Authorized Users
Customer is responsible for its Authorized Users' compliance with the Agreement. Account credentials may not be shared among multiple individuals. Customer may reassign an account when an Authorized User no longer requires access, subject to the applicable subscription terms.
3.4 Changes to the Services
QA Mentor may update or modify the Services to improve functionality, security, performance, or legal compliance. We will not materially reduce the core functionality of a paid Service during a current subscription term, except when reasonably necessary to address security, legal, or third-party platform requirements.
4. Customer Responsibilities and Acceptable Use
Customer will use the Services only in compliance with the Agreement and applicable law. Customer will not, and will not permit any third party to:
- use the Services to violate any law, regulation, privacy right, intellectual-property right, contractual obligation, or other right of a third party;
- submit Customer Evaluation Data without the rights, notices, permissions, and lawful basis necessary for QA Mentor to process it under the Agreement;
- upload malware, malicious code, or content designed to disrupt, damage, or gain unauthorized access to any system;
- attempt to bypass security controls, access another customer's account or data, or conduct unauthorized penetration or vulnerability testing of the Services;
- reverse engineer, decompile, disassemble, copy, scrape, or attempt to discover the source code or underlying components of the Services, except to the extent such restriction is prohibited by law;
- resell, sublicense, rent, lease, time-share, or provide the Services to third parties except as expressly authorized in an Order Form;
- use the Services to develop or train a competing product or publicly distribute benchmark results without QA Mentor's prior written consent;
- exceed applicable usage limits or use automated means in a manner that places an unreasonable burden on the Services;
- use the Services to create or distribute unlawful, fraudulent, deceptive, defamatory, harassing, or harmful content; or
- represent that an evaluation, score, report, or output is certified, guaranteed, or endorsed by QA Mentor unless we expressly confirm that status in writing.
QA Mentor may investigate suspected violations and may remove unlawful content or suspend access as permitted under Section 13.
5. Customer Evaluation Data
5.1 Customer ownership
As between Customer and QA Mentor, Customer retains all rights, title, and interest in Customer Evaluation Data. Except for the limited rights necessary to provide the Services, these Terms do not transfer ownership of Customer Evaluation Data to QA Mentor.
5.2 Limited processing authorization
Customer authorizes QA Mentor and its approved service providers to host, copy, transmit, process, display, and otherwise use Customer Evaluation Data only as necessary to:
- provide, secure, maintain, and support the Services;
- generate Customer-requested evaluations, results, reports, scores, and other outputs;
- provide Customer-requested technical support;
- prevent or investigate misuse and security incidents;
- comply with applicable law; and
- fulfill QA Mentor's obligations under the Agreement.
5.3 Restrictions on QA Mentor's use
QA Mentor will not sell Customer Evaluation Data or use it to train or fine-tune public, general-purpose, third-party, or EvaliQA-specific AI or machine-learning models, train staff, market services, prepare proposals, develop services for other customers, perform cross-customer benchmarking, or otherwise benefit another customer or third party. Any different use requires a written amendment to the Agreement that complies with the DPA and applicable law.
QA Mentor will not disclose one customer's Customer Evaluation Data, evaluation results, or artifacts to another customer.
5.4 Access to Customer Evaluation Data
QA Mentor personnel are not provided routine access to Customer evaluation results or artifacts. Exceptional access is limited to authorized personnel when reasonably necessary to provide Customer-requested support, maintain security, investigate misuse, comply with law, or fulfill contractual obligations.
5.5 Customer responsibilities
Customer is responsible for the accuracy, legality, quality, and content of Customer Evaluation Data and for determining whether the Services are appropriate for Customer's intended use. Customer should avoid submitting unnecessary sensitive personal information, protected health information, payment-card data, government identifiers, biometric data, or other specially regulated information unless the Agreement expressly authorizes that processing and appropriate safeguards are in place.
5.6 Data export and deletion
Customer may export Customer Evaluation Data using available Service functionality. Retention, return, and deletion are governed by the applicable Order Form, DPA, subscription settings, and Privacy Policy. Any limited copies retained in backups or pursuant to law remain subject to the DPA where it applies, and to continuing confidentiality and security obligations.
6. Privacy, Security, and Service Providers
6.1 Privacy
QA Mentor will process personal information in accordance with the EvaliQA Privacy Policy and, where QA Mentor processes Customer Personal Data on Customer's behalf, the DPA. The DPA is incorporated as described in Section 2 and applies without a separate signature. It addresses the parties' controller and processor roles, relevant EU and UK transfer terms, and applicable United States state privacy requirements. Customer is responsible for providing required privacy notices and establishing the lawful authority needed for Customer Evaluation Data submitted to the Services. The EvaliQA Cookie Policy addresses cookies and related technologies.
6.2 Security
QA Mentor will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Evaluation Data against unauthorized access, use, alteration, and disclosure. No internet-based service or electronic storage method is completely secure, and QA Mentor does not guarantee absolute security.
6.3 Service providers
QA Mentor may use hosting, infrastructure, communications, security, and artificial-intelligence providers to operate EvaliQA. A provider engaged by QA Mentor to process Customer Personal Data on Customer's behalf is subject to the DPA, including its sub-processor requirements. Providers used only for QA Mentor's own account, payment, or website analytics operations are addressed by the Privacy Policy. QA Mentor will not disclose Customer Evaluation Data to payment or analytics providers for those independent purposes.
7. AI Evaluations and Outputs
The Services assist with evaluating, testing, and validating AI-enabled systems. Evaluations and generated outputs may be incomplete, inaccurate, inconsistent, or affected by the data, models, configurations, criteria, and test coverage selected by Customer.
Customer acknowledges that:
- evaluation results, scores, reports, and recommendations are decision-support tools and not guarantees that an AI system is accurate, secure, compliant, unbiased, safe, or suitable for production;
- testing cannot identify every defect, vulnerability, harmful behavior, or future model response;
- Customer remains responsible for reviewing outputs, applying appropriate human judgment, determining release readiness, and monitoring its systems in production; and
- the Services do not provide legal, regulatory, medical, financial, employment, or other professional advice.
Customer must not rely on the Services as the sole basis for decisions that may materially affect an individual's rights, safety, employment, credit, housing, healthcare, legal status, or access to essential services.
8. Fees, Billing, and Taxes
8.1 Fees
Customer will pay all fees specified in the applicable Order Form or online checkout. Except as expressly stated in the Agreement or required by law, fees are non-cancelable and non-refundable.
8.2 Billing authorization
If Customer provides a payment method, Customer authorizes QA Mentor and its payment processor to charge applicable subscription fees, usage charges, taxes, and approved renewals. Customer must maintain complete and accurate billing information.
8.3 Renewals and cancellation
Unless an Order Form states otherwise, paid subscriptions automatically renew for successive periods equal to the initial subscription period until canceled. Customer may cancel renewal through available account settings or by contacting us before the renewal date. Cancellation stops future renewal but does not provide a refund or credit for the current subscription period unless required by law or expressly stated in the Agreement.
QA Mentor may change subscription pricing effective at the next renewal by providing reasonable advance notice.
8.4 Late payment
Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse reasonable collection costs. QA Mentor may suspend Services for overdue amounts after providing notice and a reasonable opportunity to cure.
8.5 Taxes
Fees exclude applicable sales, use, value-added, withholding, and similar taxes. Customer is responsible for such taxes, excluding taxes based on QA Mentor's net income. If Customer is required to withhold tax, Customer will provide appropriate documentation and, unless prohibited by law, ensure QA Mentor receives the amount it would have received without the withholding.
9. Free Trials, Beta Features, and Third-Party Services
9.1 Free trials
Free trials and free Services are provided for evaluation purposes and may be limited, modified, or discontinued at any time. Unless otherwise stated, free trials expire at the end of the stated trial period. Customer Evaluation Data associated with an expired free account may be deleted in accordance with the Privacy Policy and applicable retention practices.
9.2 Beta features
Features identified as alpha, beta, preview, early access, experimental, or similar are provided for testing and evaluation. They may be changed or discontinued at any time and may contain errors. Beta features are provided "as is" without service-level commitments, warranties, or indemnification obligations to the maximum extent permitted by law.
9.3 Third-party services
The Services may interoperate with third-party products, models, websites, or services independently selected and directly contracted by Customer. Customer's use of such third-party services is governed by their terms and privacy practices. To the extent permitted by law, QA Mentor is not responsible for the acts or omissions of a third-party service independently selected and directed by Customer, except to the extent caused by QA Mentor's own breach of the Agreement. Where QA Mentor engages a provider as its sub-processor, the DPA governs QA Mentor's responsibilities for that provider.
10. Confidentiality
10.1 Confidential Information
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential given its nature and the circumstances of disclosure. Customer Evaluation Data is Customer's Confidential Information. The Services, non-public Documentation, pricing, security information, and product plans are QA Mentor's Confidential Information.
10.2 Protection and permitted use
Recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement. Recipient will protect it using at least reasonable care and will disclose it only to personnel, professional advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as those in this Section.
10.3 Exclusions
Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes public without breach of the Agreement; (b) was lawfully known without confidentiality restriction before disclosure; (c) is received lawfully from a third party without confidentiality restriction; or (d) is independently developed without use of the Discloser's Confidential Information.
10.4 Required disclosure
Recipient may disclose Confidential Information when legally required, provided it gives advance notice when legally permitted and reasonable assistance, at Discloser's expense, if Discloser seeks protective treatment.
11. Intellectual Property
11.1 QA Mentor property
QA Mentor and its licensors retain all rights, title, and interest in EvaliQA, the Services, Documentation, website content, software, technology, methodologies, templates, designs, trademarks, and all improvements or derivative works of them. No rights are granted except as expressly stated in the Agreement.
11.2 Customer Evaluation Data and outputs
Customer retains its rights in Customer Evaluation Data. Subject to Customer's compliance with the Agreement and any third-party rights, Customer may use evaluation results and reports generated specifically for Customer for its internal business purposes. QA Mentor retains ownership of its pre-existing technology, methodologies, scoring frameworks, templates, and generic components incorporated into those outputs.
11.3 Feedback
If Customer provides suggestions or feedback about EvaliQA, QA Mentor may use that feedback without restriction or compensation, provided it does not identify Customer or disclose Customer Evaluation Data or Customer's Confidential Information.
11.4 Publicity
QA Mentor will not use Customer's name, trademarks, or logo in public marketing materials without Customer's prior written consent.
12. Warranties and Disclaimers
12.1 Mutual authority
Each party represents that it has authority to enter into the Agreement.
12.2 Service warranty
QA Mentor warrants that paid Services will be performed materially in accordance with the applicable Documentation and using commercially reasonable skill and care. Customer's exclusive remedy for a verified breach is for QA Mentor to use commercially reasonable efforts to correct the nonconformity. If QA Mentor cannot do so within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid fees for the unused portion of the terminated subscription.
12.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA FEATURES, FREE SERVICES, WEBSITE, EVALUATIONS, OUTPUTS, AND REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." QA MENTOR DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
QA MENTOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS; THAT EVERY DEFECT OR RISK WILL BE IDENTIFIED; OR THAT ANY OUTPUT WILL BE COMPLETE, ACCURATE, UNIQUE, OR SUITABLE FOR CUSTOMER'S INTENDED USE.
Nothing in the Agreement excludes a warranty or right that cannot lawfully be excluded.
13. Suspension and Termination
13.1 Suspension
QA Mentor may suspend access to all or part of the Services if reasonably necessary to: (a) address an actual or suspected security threat; (b) prevent unlawful use or material harm; (c) respond to Customer's material breach, including overdue undisputed fees; (d) comply with law or a binding governmental request; or (e) protect the Services, QA Mentor, its providers, Customer, or other customers.
When practicable, QA Mentor will provide notice and an opportunity to cure before suspension and will limit the suspension to the scope and duration reasonably necessary.
13.2 Termination for cause
Either party may terminate the Agreement or an affected Order Form if the other party materially breaches it and fails to cure the breach within 30 days after written notice. Either party may terminate immediately if the other party ceases business without a successor, becomes insolvent, or enters bankruptcy or similar proceedings that are not dismissed within 60 days.
13.3 Effect of termination
Upon expiration or termination, Customer's right to use the affected Services ends. Customer remains responsible for fees accrued before termination. Sections that by their nature should survive—including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute provisions, and miscellaneous terms—will survive.
14. Indemnification
14.1 Customer indemnification
Customer will defend QA Mentor and its affiliates, officers, directors, and personnel against third-party claims to the extent arising from: (a) Customer Evaluation Data as submitted or directed by Customer, including an allegation that Customer lacked the rights or lawful authority to submit it; (b) Customer's unlawful or unauthorized use of the Services; or (c) Customer's material violation of Section 4. Customer will indemnify them against damages, judgments, settlements, and reasonable attorneys' fees finally awarded or agreed in settlement, except to the extent the claim was caused by QA Mentor's breach of the Agreement or misconduct.
14.2 QA Mentor indemnification
Subject to Section 15, QA Mentor will defend Customer against a third-party claim alleging that Customer's authorized use of the paid Services infringes that third party's United States patent, copyright, or trademark, and will indemnify Customer against damages, judgments, settlements, and reasonable attorneys' fees finally awarded or agreed in settlement.
QA Mentor has no obligation for claims arising from Customer Evaluation Data, Customer instructions, unauthorized modifications, use outside the Agreement or Documentation, combination with items not supplied by QA Mentor, continued use after notice of an alleged infringement, or third-party services or models.
If an infringement claim is made or reasonably anticipated, QA Mentor may modify or replace the affected Service, obtain the right for continued use, or terminate the affected Service and refund prepaid fees for its unused subscription period.
14.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. A delay in notice relieves the indemnifying party only to the extent materially prejudiced. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its prior written consent, not to be unreasonably withheld.
15. Limitation of Liability
15.1 Excluded damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION; OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
15.2 Liability cap
EXCEPT FOR THE EXCLUDED MATTERS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE SERVICES, QA MENTOR'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED US$100.
15.3 Excluded matters
The exclusions and cap in this Section do not apply to: (a) Customer's payment obligations; (b) either party's fraud, gross negligence, or willful misconduct; (c) Customer's violation of QA Mentor's intellectual-property rights; (d) Customer's indemnification obligations under Section 14.1; or (e) liability that cannot legally be limited or excluded. QA Mentor's indemnification obligations under Section 14.2 remain subject to the exclusions and aggregate cap in Sections 15.1 and 15.2, except to the extent prohibited by applicable law or the DPA's mandatory transfer clauses.
15.4 Allocation of risk
The parties agree that this Section allocates risk between them and is an essential basis of the bargain. The limitations apply regardless of the legal theory and even if a limited remedy fails of its essential purpose.
16. Governing Law and Disputes
The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing a legal action, each party will provide written notice describing the dispute and will attempt in good faith for at least 30 days to resolve it through discussions between representatives authorized to settle the dispute. This requirement does not prevent either party from seeking urgent injunctive or equitable relief.
Subject to the DPA, the applicable Standard Contractual Clauses or UK Addendum, and mandatory law, the parties consent to the exclusive jurisdiction of the state courts located in Broward County, Florida, and the federal courts in the Southern District of Florida for disputes arising under the Agreement. Each party waives objections based on venue or inconvenient forum to the extent permitted by law.
17. Changes to These Terms
QA Mentor may update these Terms from time to time. The revised Terms will be posted with an updated effective date. For material changes affecting an active paid subscription, QA Mentor will provide reasonable advance notice by email, through the Services, or by another reasonable method. Material changes will generally take effect at the next renewal unless earlier effectiveness is required by law or necessary to protect the security or integrity of the Services.
Continued use after updated Terms take effect constitutes acceptance. If Customer does not agree to a material change, Customer may stop using the Services and cancel renewal before the change becomes effective.
18. Miscellaneous
18.1 Compliance with laws
Each party will comply with laws applicable to its performance under the Agreement. Customer will not use, export, or provide access to the Services in violation of applicable export-control, trade-sanctions, or anti-corruption laws.
18.2 Assignment
Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign it without consent in connection with a merger, reorganization, acquisition, or sale of all or substantially all of the relevant assets, provided the assignee is not a direct competitor of the non-assigning party and agrees to assume the assigning party's obligations. Any prohibited assignment is void.
18.3 Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruption, internet or utility failures, governmental actions, epidemics, or widespread failures of third-party infrastructure. This provision does not excuse Customer's obligation to pay amounts already due.
18.4 Independent contractors
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
18.5 Notices
Legal notices to QA Mentor under this Agreement must be emailed to support@qamentor.com, with a copy sent by tracked mail or reputable courier to QA Mentor, Inc., 501 East Las Olas Boulevard, Suite 200, Fort Lauderdale, FL 33301, Attention: Legal. Notices to Customer may be sent to the account or billing email address on file. Email notices are effective on the next business day after transmission unless the sender receives a delivery-failure notice; mailed notices are effective upon confirmed delivery. This provision does not restrict methods of service of process required or permitted by law.
18.6 Entire agreement; waiver
The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous discussions and agreements concerning that subject matter. Purchase-order terms supplied by Customer do not modify the Agreement unless expressly accepted in writing by QA Mentor. A waiver must be in writing and applies only to the specific instance stated.
18.7 Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
18.8 No third-party beneficiaries
The Agreement does not create rights for any third party, except that QA Mentor's licensors and service providers may enforce provisions that expressly protect their rights.
18.9 Electronic acceptance
Electronic acceptance, signatures, and records have the same effect as their paper equivalents. Headings are for convenience only.
19. Contact Us
Questions about these Terms may be sent to:
QA Mentor, Inc.
EvaliQA Legal Team
Email: support@qamentor.com
EvaliQA Website: https://www.evaliqa.com
QA Mentor Website: https://www.qamentor.com
