Terms and Conditions

1. General Provisions

These Terms and Conditions govern the sale of proprietary software and IT services by CAQ Inc., 6400 S. Fiddlers Green Circle, Ste. 300, Greenwood Village, CO 80111 (hereinafter “CAQ“), an incorporated company based in Denver, to its customers (hereinafter “Customer”).

By purchasing software or engaging IT services from CAQ, the Customer acknowledges and agrees to be bound by these Terms and Conditions.

2. Acceptance of Purchase Orders

Notwithstanding any contrary language in Costumer’s purchase order, each purchase order shall be subject to acceptance by an authorized employee of CAQ and each purchase order upon acceptance (hereinafter “Contract”) shall be governed exclusively by these Terms and Conditions, except if any specific terms have been expressly and mutually agreed by the parties and confirmed by CAQ. Any additional or different terms proposed by the Costumer are automatically rejected unless expressly and specifically agreed to in writing by CAQ.

CAQ’s acceptance of a purchase order is expressly conditioned upon the Costumer’s assent to the CAQ’s Terms and Conditions contained herein.

3. Description of Services

Software Sales: CAQ distributes and sells standard Software (hereinafter “Software”), which can be customized by the Customer within predefined parameters. CAQ does not develop or sell individualized or bespoke Software solutions.

AI feature: Additionally, CAQ offers an AI assistant feature that can be purchased separately by Customers who wish to integrate AI-driven functionalities into their Software experience. Artificial Intelligence (hereinafter “AI”) within the meaning of these Terms and Conditions refers to any feature or functionality within CAQ’s Software that uses machine learning, natural language processing, or algorithmic decision-making to generate, assist, or automate user actions or outputs. This includes, but is not limited to, AI-driven suggestions, content generation, predictive analytics, or automated responses. The AI functionality is intended solely to support and enhance the user experience. It does not replace human judgment and is not a substitute for professional advice, assessment, or decision-making. Customer is responsible for verifying and evaluating any outputs or results generated by AI features. CAQ makes no guarantees regarding the accuracy, completeness, reliability, or suitability of AI-generated content for any specific use case.

IT Services: CAQ provides IT services, including but not limited to Software implementation, system configuration, and technical support exclusively for Software acquired from CAQ (hereinafter “IT Service or Service”). These Services may also be booked and rendered for CAQ Software that has been sold through an authorized reseller.

CAQ does not warrant that its proprietary Software or Services will be error-free, uninterrupted, or meet any particular purpose, except as explicitly confirmed in writing or required by applicable law.

4. Payment Terms

Payment is due in full within seven (7) calendar days from the date the invoice is received by the Customer.

For Software products or services offered on a subscription basis, including access to SaaS platforms or Software maintenance agreements, the following payment terms apply:

Annual subscriptions are billed in advance and are due in full upon the start of each subscription period, unless otherwise agreed in writing. The invoice shall be issued at the beginning of the subscription term, and payment must be received within seven (7) calendar days from the date of receipt of the invoice.

Failure to remit payment in a timely manner may result in suspension or termination of access to the subscribed services. Subscription fees are non-refundable, including in the event of early termination by the customer, except as required by applicable law or expressly stated in a separate agreement.

CAQ reserves the right to adjust subscription fees at the end of each subscription term. Customers will be notified of any changes at least thirty (30) days in advance.

5. Taxes Charges

The Costumer is responsible for any applicable sales, use, or similar taxes arising from the purchase of products or Services, unless a valid tax exemption or resale certificate is provided prior to purchase.

6. Warranty and Disclaimer – Software and IT Service

All Software and IT Services provided by CAQ are warranted to be free from material defects in design and functionality under normal use and conditions for which the Software or Service was intended.

This warranty applies for a period of thirty (30) days from the date of delivery or forty (40) days from the date of initial use, whichever occurs first.

The Costumer shall notify CAQ of alleged defects in or related to the Software or Services in writing and without delay. Such notice shall be deemed “without delay” when it is given within ten (10) business days; this deadline shall be deemed to have been met if the notice is sent by E-Mail to CAQ within this period.

Implied Warranties: CAQ acknowledges the applicability of the following implied warranties under Colorado law:

Implied Warranty of Merchantability: The Software is warranted to be fit for the ordinary purposes for which such Software is used.
Implied Warranty of Fitness for a Particular Purpose: If the Customer has a specific purpose for the Software, the Software is warranted to be fit for that particular purpose only if CAQ has explicitly confirmed this purpose in writing.

Disclaimer of Other Warranties: To the fullest extent permitted by law, seller disclaims all express or implied warranties, including, without limitation, any implied or express warrant of merchantability, fitness for any particular purpose, non- infringement and title.

Limitation of Remedies: In the event of a breach of the above warranties, the Customer’s sole and exclusive remedy shall be, at CAQ’s discretion, either:

The repair or replacement with an updated version of the defective Software; or
A refund of the purchase price paid for the Software.

The repair or replacement of the defective Software will only be granted if the Customer has installed all available updates and releases supplied by CAQ;

A refund of the purchase price paid for the Software will only be granted, if the Customer has implemented mandatory updates necessary for the proper functioning of the Software.

There shall be no warranty or remedy available if the Customer has not updated the Software as required by CAQ.

Exclusions: These warranties do not cover defects or issues arising from:

Misuse, unauthorized modifications, or external causes beyond CAQ’s control;
Software that has been altered or modified by anyone other than CAQ;
Use of the Software in combination with hardware or software not specified in the system requirements.
The Customer acknowledges that the Software may inherently contain bugs and that security vulnerabilities cannot be entirely eliminated.

CAQ’s warranty obligations are conditional upon full payment by the Customer and receipt of a timely written notice of the defect or claim by the Customer.

7. Disclaimer and Limitation of Liability for AI Use

The use of AI features is at the Customer’s own risk. The Customer acknowledges that any decisions or actions taken based on AI-generated outputs are made solely at their own risk. CAQ does not guarantee the accuracy, reliability, or suitability of AI-generated outputs for any specific purpose.

CAQ shall not be liable for any direct, indirect, incidental, or consequential damages arising from or related to the use of AI-generated content or decisions based on such content. This includes but is not limited to data errors, operational decisions, regulatory compliance, or business losses.

CAQ does not warrant that the AI features will function without interruption or be free from errors, omissions, or bias. All AI functionalities are provided “as is” and “as available”.

8. Customer Obligations

The Customer must ensure that their IT infrastructure meets the minimum system requirements specified by CAQ for the Software purchased.

The Customer is responsible for regular data backups and implementing appropriate measures to mitigate data loss.

The Customer must adhere to all applicable legal and regulatory requirements when utilizing CAQ Software and Services.

Customers who subscribe to the CAQ newsletter will receive updates and notifications regarding new software releases and improvements.

9. License Conditions

CAQ claims proprietary rights in the items and information associated with all orders including the products and Services. The Software provided by CAQ is sold as a proprietary product. The Customer acquires a perpetual, non-exclusive, non-transferable right to use the Software strictly in accordance with the following license agreement.

Permitted Uses of the Software (unless otherwise contractually restricted):

Installation and execution of the Software on the Customer’s own devices
Creation of backup copies, typically limited to one (1) copy for data protection purposes
Internal use within the Customer’s own organization
Use in accordance with the agreed contractual purpose, including the specified number of users, devices, or locations
Utilization of the software strictly within the scope of the licensed rights acquired by the customer

The following uses of the Software are strictly prohibited unless expressly permitted in writing:

Reproduction or distribution of the Software to third parties
Resale or rental of the Software (unless permitted under the first sale doctrine, where applicable)
Reverse engineering, decompiling, or modifying the Software
Use beyond the licensed scope, including but not limited to installation on more devices or by more users than agreed
Installation on third-party cloud platforms or external servers, if not contractually authorized
Commercial use of Software where the license is restricted to internal business use only

Transfer, sublicense, the Software

10. Limitation of Remedies and Liability

The remedies available to the Costumer as outlined in these Terms and Conditions are exclusive and constitute the Costumer’s sole recourse for any failure by CAQ to fulfill its contractual obligations. Notwithstanding any other provision in these Terms and Conditions, under no circumstances shall CAQ be liable—whether in contract, warranty, tort (including negligence or strict liability), extra-contractually, or otherwise—for any damage to property, data, or systems other than the Software or IT Services specifically provided under this agreement, including any associated hardware or infrastructure.

Furthermore, CAQ shall not be liable for any loss of profits, loss of revenue, loss of use of Software or IT Services, cost of capital, claims by the Costumer’s clients or other third parties, or for any special, indirect, incidental, or consequential damages of any kind, regardless of whether such damages were foreseeable or whether CAQ or the Customer had been advised of the possibility of such damages.

CAQ’s total cumulative liability arising out of or related to these Terms and Conditions—whether based on contract, warranty, tort (including negligence or strict liability), extra-contractually, or otherwise—shall in no event exceed the purchase price paid for the specific product or Service to which the liability relates.

Under no circumstances shall CAQ be liable for any damages, including consequential losses, arising wholly or partially from delays in delivery or failure to deliver any products or Services as agreed.

CAQ shall be liable only for damages resulting from gross negligence or willful misconduct, except where liability cannot be lawfully excluded.

Under no circumstances shall CAQ be liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or data loss.

The maximum liability of CAQ shall be limited to the total amount paid by the Customer for the Software or Services in the six months preceding the claim.

11. SaaS Services

Scope of SaaS Services: CAQ offers certain software solutions as a Software-as-a-Service (hereinafter: “SaaS”), which allows Customers to access and use the software remotely via the internet without requiring local installation.

Subscription and Payment: SaaS Services are provided on a subscription basis, with fees payable in advance for the selected subscription period. Failure to pay may result in suspension or termination of access.

Availability and Service Level Agreements (hereinafter: “SLA”): CAQ aims to provide a high level of uptime for its SaaS solutions. However, occasional downtimes due to maintenance, security updates, or unforeseen circumstances may occur. CAQ does not guarantee uninterrupted Service availability unless explicitly stated in a separate SLA.

Data Security and Compliance: CAQ implements industry-standard security measures to protect Customer data stored in the SaaS environment. However, Customers are responsible for ensuring compliance with applicable data protection laws when using SaaS Services.

Termination of SaaS Services: Customers may terminate their SaaS subscription at the end of the current billing period unless otherwise specified in an individual agreement. CAQ reserves the right to terminate or suspend access to SaaS Services if the Customer violates these Terms or applicable laws.

Limited Liability for SaaS: CAQ is not liable for data loss, Service interruptions, or unauthorized access caused by external factors beyond its control, including but not limited to cyberattacks, force majeure, or third-party Service failures.

12. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, USA, excluding the UN Convention on Contracts for the International Sales of Goods. These Terms apply exclusively to Customers within the United States. International Customers are not covered under these Terms and must enter into separate agreements with CAQ, if applicable.

Any disputes arising from or in connection with these Terms and Conditions shall be exclusively settled before the state and federal courts located in Denver, Colorado, USA.

13. Miscellaneous

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CAQ reserves the right to amend these Terms and Conditions at its sole discretion. Customers will be notified of material changes.

For inquiries, please contact:

CAQ Inc.
6400 S Fiddlers Green Circle, Suite 300
Greenwood Village, CO 80111, USA

E-mail: info@caq-solutions.com

Effective Date: March 2025