Effective Date: April 13, 2026 | Version 1.0
These Terms of Service ("Terms" or "Agreement") constitute a binding legal agreement between MOURI Tech LLC, a Texas limited liability company doing business as MouriQualAI ("Provider", "we" or "us"), and the individual or entity accessing or using the MouriQualAI platform ("Customer", "you" or "your").
By accessing or using MouriQualAI, you accept and agree to be bound by these Terms. If you are accessing MouriQualAI on behalf of an organization, you represent that you have authority to bind that organization.
We may update these Terms from time to time. We will notify you via email or by posting a notice within the platform. Your continued use after the effective date of any changes constitutes your acceptance of the updated Terms.
MouriQualAI is an AI-powered quality engineering platform developed by MOURI Tech LLC. The platform leverages artificial intelligence technologies, including large language models ("LLMs"), to assist software engineering teams in test generation, test automation, quality analysis, and related quality engineering workflows.
The platform is designed as an "Augmented Intelligence" tool — it assists and augments human engineering judgment, and does not replace it. All outputs generated by MouriQualAI must be reviewed, validated, and approved by a qualified human professional before being relied upon.
MouriQualAI Services include:
Subject to these Terms and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software during the subscription term, solely for Customer's internal business purposes.
Access is permitted for Permitted Users across all of Customer's internal business units. Customer is solely responsible for all acts and omissions of its Permitted Users. Customer shall ensure all Permitted Users comply with these Terms and shall not permit access by any competitor of Provider.
MouriQualAI supports a Bring Your Own Cloud deployment model. Customer may deploy and run the Software within Customer's own cloud environment (AWS, Azure, GCP, or private cloud). Under this model:
MouriQualAI supports a Bring Your Own LLM model. Customer may configure the Software to use their own licensed or self-hosted large language models instead of or in addition to Provider-default models. Under this model:
Customer shall not, and shall ensure Permitted Users do not:
The Software is an AI-powered assistive tool and is not a substitute for professional engineering judgment. Customer is solely responsible for reviewing, validating, and approving all Outputs before use, and for all decisions or actions taken based on such Outputs.
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Customer grants Provider a limited, non-exclusive, royalty-free license to process Customer Data solely to the extent necessary to provide the Software and Services to Customer.
Provider shall not use Customer Data to train, fine-tune, or improve AI models, unless Customer has expressly agreed in writing. Provider may collect and use Statistical Insights (aggregated, anonymized, non-identifiable data) for product improvement and optimization.
Customer represents and warrants that:
The Software is not designed for processing personal information as defined under applicable privacy laws (GDPR, CCPA, or equivalent). Customer specifically agrees not to submit personal information as part of Customer Data. If Customer requires personal data processing, a separate Data Processing Addendum (DPA) must be executed with Provider.
Provider retains all rights, title, and interest in and to the Software, AI Components, and all underlying technology, including models, algorithms, prompts, orchestration architecture, and any improvements, enhancements, or derivatives thereof. No ownership rights are conveyed to Customer under these Terms.
Customer owns all Output generated specifically for its use by the Software. Provider retains all rights to the underlying AI Components and any generalized learnings or Statistical Insights derived from usage patterns.
Provider retains the right to develop improvements to the Software based on generalized usage patterns and Statistical Insights, provided no Customer Data or Confidential Information is disclosed. Provider may also use information retained in the unaided memory of its personnel, provided such use does not disclose Customer Confidential Information.
If Customer provides suggestions, ideas, or feedback relating to the Software ("Feedback"), Customer grants Provider an unrestricted, irrevocable, royalty-free right to use such Feedback for any purpose. Feedback is treated as non-confidential.
Customer shall pay the fees specified in the applicable Order Form or subscription plan. All fees are non-refundable except as expressly set out in these Terms or an Order Form.
For enterprise customers, the license fee is USD $40,000 per annum for the 3-year term. The annual fee is price-locked for the full term. Alternatively, if the full 3-year fee is paid upfront, a discount of $15,000 applies, resulting in a total of $105,000. Renewal pricing shall be mutually agreed in writing prior to term expiry.
Billing is annual. Payment is due within 30 days of invoice (Net 30). Invoices unpaid beyond the due date are subject to interest at 1.5% per month (or the maximum permitted by law). Customer must notify Provider of any billing disputes within 30 days of the invoice date; failure to do so constitutes acceptance of the invoice.
Customer is responsible for all applicable sales, use, GST, VAT, withholding, and similar taxes, other than taxes on Provider's net income. All fees are exclusive of taxes unless expressly stated otherwise.
Customer bears all costs related to its Customer Environment, including cloud infrastructure, compute, storage, and networking costs. Where Customer uses third-party LLM services (whether Provider-default or Customer-provided), all associated API usage costs, token costs, and subscription fees for those LLM services are the sole responsibility of Customer.
Provider maintains an information security program incorporating administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, disclosure, and loss.
Provider processes Customer Data solely as necessary to provide the Software functionality. Provider does not sell Customer Data to third parties.
Where the Software routes requests through third-party LLM services (in Provider-default mode), Customer Data may be transmitted to and processed by those third-party providers. Provider will maintain a list of such providers in the Documentation. Customer acknowledges that such data is subject to the respective third-party provider's terms and privacy policies. Under the BYOLLM model, Customer assumes full responsibility for all data handling by their chosen LLM provider.
Provider's privacy practices regarding personal information are governed by the MouriQualAI Privacy Policy, available at mouriqualai.com/privacy-policy.
Provider will use commercially reasonable efforts to make the Software available with a target uptime of 99.5% per calendar month, excluding scheduled maintenance, force majeure events, customer-caused outages, and issues arising from the Customer Environment or third-party LLM providers.
Provider will provide at least 7 days' advance notice for scheduled maintenance. Emergency maintenance may be performed with shorter notice where necessary to protect platform security or integrity.
Provider provides standard technical support during normal business hours (Monday–Friday, 9am–6pm US Central Time), including bug fixes, critical updates, patches, product upgrades, and troubleshooting assistance. Support is provided via email and a designated support portal.
Support does not cover issues arising from: Customer Environment configuration or failures; third-party LLM provider outages or degradation; Customer-provided LLM issues; misuse or unauthorized modification of the Software; or issues caused by Customer's systems, networks, or integrations not provided by Provider.
No specific response-time SLAs are guaranteed under standard terms unless separately agreed in writing in an Order Form or Service Level Agreement addendum.
Provider warrants that: (a) it has the right to grant the license under these Terms; (b) the unmodified Software does not knowingly infringe any third-party intellectual property rights; and (c) the Software will perform materially in accordance with the Documentation during the subscription term.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SOFTWARE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
The Software utilizes artificial intelligence technologies that generate probabilistic outputs. Provider does not warrant that Outputs will be accurate, complete, error-free, or fit for any particular purpose. AI-generated content may contain errors, omissions, or inaccuracies. Customer is solely responsible for reviewing, validating, and approving all Outputs before reliance or use.
Provider makes no warranty whatsoever regarding the performance, security, availability, or fitness of Customer's chosen cloud environment or Customer-provided LLM. Any degradation in Software performance, Output quality, or availability attributable to Customer's infrastructure or LLM choice is outside Provider's warranty obligations.
EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) breaches of confidentiality; (c) gross negligence or willful misconduct; or (d) Provider's indemnification obligations under Section 11.
Provider shall indemnify, defend, and hold harmless Customer against any third-party claims alleging that the unmodified Software infringes a third party's intellectual property rights. Provider's indemnification obligation does not apply to claims arising from: Customer modifications to the Software; combination of the Software with systems not provided by Provider; or use of the Software in violation of these Terms.
Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, and employees against any third-party claims arising from: Customer's misuse of the Software; use of Output; Customer Data; violation of applicable laws; breach of these Terms; or Customer's BYOC or BYOLLM configuration and operation.
Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Each party shall use the other party's Confidential Information only as necessary to perform its obligations under these Terms, and shall disclose it only to personnel who have a need to know and are bound by equivalent confidentiality obligations.
Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party without restriction; (c) is independently developed without use of Confidential Information; or (d) is lawfully received from a third party without restriction.
Upon termination or expiration of these Terms, each party shall promptly return or destroy the other party's Confidential Information and, upon request, certify destruction in writing.
These Terms take effect on the date Customer first accesses the Software and continue until the end of the applicable subscription period unless earlier terminated in accordance with these Terms.
Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice of the breach. Provider may additionally suspend or terminate Customer's access immediately if: (a) Customer fails to pay any amount due; (b) Customer's use creates a security risk or legal liability for Provider; or (c) Customer or a Permitted User violates the restrictions in Section 3.
Upon termination or expiration: Customer shall immediately cease all use of the Software; Customer shall remove the Software from its environment and certify in writing within 10 days that the Software and all AI Components (excluding validated Outputs) have been permanently deleted; Provider shall not retain Customer Data; and Customer is responsible for extracting its data prior to the termination effective date.
Customer shall retain a perpetual, non-exclusive, royalty-free license to use, modify, and execute any Output (specifically test scripts and reports) generated and validated during the term for Customer's internal business purposes.
Sections 4 (Customer Data), 5 (Ownership and IP), 6.3 (Payment), 9 (Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 13.3 (Effect of Termination), and 14 (General Terms) survive termination or expiration.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to conflict of laws principles.
Any dispute arising under or in connection with these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in Dallas, Texas, in accordance with its Commercial Arbitration Rules. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.
Neither party may assign these Terms or any rights hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of that party's assets. Any attempted assignment in violation of this Section is void.
Customer agrees to comply with all applicable export and import laws and regulations. Customer represents that it is not located in, and will not use the Software from, any country subject to a US government embargo or sanctions designation.
During the term of these Terms and for one (1) year thereafter, Customer shall not solicit for employment or engagement any Provider employee or consultant who was involved in providing the Software or Services.
Provider may use Customer's name and logo on Provider's website and marketing materials solely to identify Customer as a customer of MouriQualAI. Customer may opt out of this by written notice to Provider.
Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of war, pandemics, government actions, or failures of third-party infrastructure or internet services.
These Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding MouriQualAI and supersede all prior agreements, representations, and understandings. In the event of a conflict between these Terms and an executed Order Form or Enterprise License Agreement, the terms of the Order Form or Enterprise License Agreement shall prevail.
Provider may update these Terms from time to time. Material changes will be communicated via email or in-platform notice with at least 30 days' advance notice for existing customers. No waiver of any provision shall be effective unless in writing.
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
All legal notices must be in writing and delivered by email (with confirmation of receipt) or recognized courier to the addresses set out in the Order Form or to legal@mouritech.com for Provider.
For questions about these Terms, to report a violation, or to request a copy of our Data Processing Addendum or Privacy Policy, please contact: