Legal Agreement

End User License Agreement

The terms governing your use of RecordIQ Enterprise Edition software.

RecordIQ Enterprise Edition • Last updated: May 7, 2026

END USER LICENSE AGREEMENT (EULA)

AND TERMS OF SERVICE

RecordIQ – Enterprise Edition

Version 5.28.0

Effective Date: March 31, 2026

Copyright © 2026 RecordIQ Software LLC. All rights reserved.

By installing, copying, or using RecordIQ – Enterprise Edition (“Software”), you (“Licensee”) agree to this End User License Agreement (EULA) and Terms of Service entered into with RecordIQ Software LLC (“RecordIQ” or “Licensor”), a limited liability company organized under the laws of the State of Wyoming, with principal offices at 30 N Gould St Ste N, Sheridan, WY 82801. If you do not agree to the terms of this Agreement, do not install or use the Software. If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to the terms of this Agreement.

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

“Software” means RecordIQ – Enterprise Edition (including all licensed tiers: Standard, Pro, and Enterprise), including all executable files, libraries, documentation, configuration files, updates, patches, and any copies thereof.

“Licensee” means the individual or legal entity that has accepted this Agreement and is authorized to use the Software.

“Authorized User” means a single named individual designated by the Licensee who is authorized to install and operate the Software on one workstation under a valid License Key.

“License Key” means the unique cryptographic token issued by RecordIQ Software LLC that activates the Software on a single workstation and binds the license to a specific hardware configuration.

“Output” means all data, documents, reports, spreadsheets, chronologies, and other materials generated by the Software from Licensee’s input documents.

“Protected Health Information” or “PHI” has the meaning defined in 45 CFR § 160.103 under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended.

“Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, the Software’s source code, architecture, algorithms, encryption methods, license validation mechanisms, and business plans.

“Personal Data” means any information that identifies, relates to, describes, or is reasonably capable of being associated with a particular individual, as defined by applicable data protection legislation including HIPAA, PIPEDA, CCPA, and provincial privacy statutes.

SECTION 2: LICENSE GRANT

2.1 Grant of License

Subject to the terms and conditions of this Agreement and valid license activation, RecordIQ Software LLC grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely in accordance with this Agreement. RecordIQ Software LLC reserves the right to revoke or terminate this license immediately if Licensee violates any term of this Agreement or any third-party rights related to the Software.

2.2 Scope of Use

This license permits:

  • Installation: Installation and use of the Software on one (1) workstation per License Key.
  • Authorized User: Use by one (1) Authorized User per installation.
  • Document Processing: Processing of documents owned by or under the legal custody of the Licensee or Licensee’s clients.
  • Backup Copies: Creation of backup copies of the Software solely for archival purposes, stored on media controlled by the Licensee and not used for concurrent operation.

2.3 Additional Licenses

Use on additional workstations requires the purchase of additional License Keys. Each Authorized User on each workstation requires a separate, valid License Key. Volume licensing is available upon request by contacting sales@recordiq.app.

2.4 License Key Security

Each License Key is unique, cryptographically bound to a single Authorized User and a single workstation, and shall not be shared, duplicated, or transferred. Misuse, sharing, or duplication of License Keys constitutes a material breach of this Agreement and may result in immediate license termination without refund.

SECTION 3: TRIAL PERIOD

3.1 Trial License

Upon initial installation, Licensee is granted a ten (10) day free trial period commencing immediately upon installation. During this trial period, all features of the Software are fully functional without restriction.

3.2 Expiration

Upon expiration of the trial period:

  • The Software will cease to process new documents.
  • Previously generated Output files remain accessible to the Licensee.
  • To resume full functionality, the Licensee must purchase a valid License Key.

3.3 Limitations

The trial license is provided exclusively for evaluation purposes. The trial license shall not be used for production workloads in a commercial setting beyond the ten (10) day evaluation period. Continued commercial use after the trial period expires without a valid License Key constitutes a material breach of this Agreement.

3.4 Trial Extension

Requests for trial extensions require a valid reason (e.g., additional evaluation time needed for organizational procurement processes) and are subject to administrative approval at RecordIQ Software LLC’s sole discretion. If an extension is granted, Licensee shall be required to accept the then-current version of this EULA before the extended trial period is activated. The Software may limit the ability to restart the trial multiple times to prevent abuse of the trial license.

SECTION 4: LICENSE TYPES AND SUBSCRIPTIONS

4.1 Annual License

The standard license grants Licensee the right to use the Software for one (1) year, commencing from the date of activation. Upon expiration, Licensee must purchase a renewal license to continue using the Software. The Software is offered in multiple tiers. The Standard tier is listed at $4,999 per annual license term; Pro tier is $7,999 per annual license term. Enterprise tier is available by custom quote from sales@recordiq.app. Pricing is subject to change upon renewal.

4.2 License Keys

License Keys are generated using Ed25519 cryptographic signatures and are validated via a secure HTTPS connection to RecordIQ Software LLC’s license server hosted on Microsoft Azure. After initial activation, all subsequent license verification is performed offline using cryptographic signature verification. License Keys are non-transferable and bound to a single workstation.

4.3 Renewal

License renewal is not automatic. RecordIQ Software LLC will send renewal notification emails prior to the expiration of Licensee’s license. It is Licensee’s sole responsibility to ensure timely renewal. Failure to renew before expiration will result in the Software ceasing to process new documents.

4.4 Refunds

ALL LICENSE PURCHASES ARE FINAL AND NON-REFUNDABLE ONCE A LICENSE KEY HAS BEEN GENERATED AND DELIVERED, EXCEPT AS REQUIRED BY APPLICABLE LAW. STATUTORY REFUND OR CANCELLATION RIGHTS UNDER APPLICABLE FEDERAL, STATE, OR PROVINCIAL CONSUMER PROTECTION LEGISLATION ARE NOT WAIVED OR LIMITED BY THIS SECTION.

SECTION 5: RESTRICTIONS

Licensee shall not, and shall not permit any third party to:

  • Install or use the Software on more than one computer per License Key, or permit simultaneous use by more than one user per License Key.
  • Share, sell, lease, rent, sublicense, lend, or otherwise transfer or distribute the Software, the License Key, or any rights granted under this Agreement to any third party.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or internal structure of the Software, except to the limited extent that applicable law expressly prohibits this restriction notwithstanding a contractual obligation to the contrary.
  • Remove, alter, obscure, or tamper with any proprietary notices, labels, trademarks, copyright notices, or other intellectual property markings on or within the Software.
  • Modify, adapt, translate, create derivative works based upon, or create any product or service that incorporates any portion of the Software.
  • Use the Software to provide commercial hosting, time-sharing, service bureau, software-as-a-service, or other services to third parties.
  • Publish or disclose to third parties any benchmark, performance, or comparison tests of the Software without the prior written consent of RecordIQ Software LLC.
  • Circumvent, disable, or interfere with any license validation, security feature, integrity verification, encryption mechanism, or access control of the Software.
  • Use the Software in any manner that violates applicable law, including but not limited to HIPAA, HITECH, PIPEDA, CCPA, or any other applicable data protection or privacy regulation.
  • Transmit, distribute, or store any data processed by the Software in a manner that violates any applicable law, regulation, or third-party right.

The Software and its underlying algorithms, source code, architecture, encryption methods, and license validation mechanisms constitute trade secrets of RecordIQ Software LLC. Licensee acknowledges that any breach of the restrictions in this Section, particularly reverse engineering, decompilation, or misappropriation of intellectual property, will cause irreparable harm to RecordIQ Software LLC for which monetary damages would be an inadequate remedy. RecordIQ Software LLC shall be entitled to seek injunctive relief and other equitable remedies without bond or other security, in addition to any other remedies available at law or equity.

SECTION 6: INTELLECTUAL PROPERTY

6.1 Ownership

The Software, including all copies, modifications, enhancements, and derivative works, is and shall remain the sole and exclusive property of RecordIQ Software LLC. This Agreement does not convey to Licensee any interest in or to the Software other than the limited right to use the Software in accordance with the terms of this Agreement. All rights not expressly granted herein are reserved by RecordIQ Software LLC.

6.2 Copyright

The Software is protected by United States copyright laws, international copyright treaties, and other intellectual property laws and conventions. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of RecordIQ Software LLC.

6.3 Trademarks

“RecordIQ,” the RecordIQ logo, and all related product names, logos, and trade dress are trademarks or registered trademarks of RecordIQ Software LLC. Licensee shall not use any RecordIQ trademark without the prior written consent of RecordIQ Software LLC.

6.4 Output Ownership

Licensee retains exclusive ownership of all Output generated by the Software, including all processed documents, reports, data, and results produced from Licensee’s input documents. RecordIQ Software LLC claims no ownership interest in Licensee’s Output and disclaims all liability for Licensee’s use, distribution, or reliance upon such Output.

6.5 Feedback

Any suggestions, feedback, ideas, or improvement recommendations provided by Licensee to RecordIQ Software LLC regarding the Software, whether solicited or unsolicited, shall become the sole and exclusive property of RecordIQ Software LLC. RecordIQ Software LLC may use, incorporate, and commercialize such feedback without restriction, obligation, or compensation to Licensee.

SECTION 7: HIPAA AND REGULATORY COMPLIANCE

7.1 Compliance Tools

The Software includes the following features designed to support Licensee’s regulatory compliance efforts:

  • AES-256-GCM encryption at rest for all processed data, implemented in accordance with FIPS 197 (cipher specification) and NIST SP 800-38D (GCM mode specification);
  • Immutable audit logging with HMAC-SHA256 chaining, providing tamper-evident records of nineteen (19) event types, restricted by NTFS access control lists;
  • PHI detection and redaction capabilities covering twenty-three (23) PHI types (twenty-one regex-based and two natural language pattern-based (deterministic rule-based, not machine learning or neural network-based)), designed to support HIPAA Safe Harbor de-identification standards;
  • Offline architecture with no PHI or document data transmission during normal operation;
  • Encrypted license storage with hardware-bound key protection.

7.2 Shared Responsibility

Licensee acknowledges and agrees that the Software provides tools to support regulatory compliance but does not guarantee compliance. Compliance with applicable laws and regulations is the sole responsibility of the Licensee. Licensee is responsible for:

  • Ensuring that its use of the Software complies with all applicable regulations, including but not limited to HIPAA, HITECH, CCPA, PIPEDA, Ontario PHIPA, Alberta HIA, British Columbia PIPA, and Quebec Law 25 (Act respecting the protection of personal information in the private sector);
  • Implementing and maintaining appropriate physical, administrative, and technical safeguards as required by applicable law;
  • Conducting regular risk assessments and maintaining comprehensive documentation of data handling practices;
  • Verifying that all Output is accurate and complete before reliance in any legal, medical, or clinical context.

7.3 Business Associate Agreement

If required by HIPAA, Licensee may request a Business Associate Agreement (BAA) from RecordIQ Software LLC by contacting legal@recordiq.app. The BAA will be provided as a separate agreement and will govern the parties’ obligations with respect to PHI.

7.4 Not Legal or Medical Advice

Nothing in this Agreement, the Software, or the Software documentation constitutes legal advice, medical advice, or clinical decision support. The Software is a document processing tool and is not a substitute for professional judgment. Licensee shall not rely on the Software for legal, medical, or clinical decisions.

7.5 Accessibility

RecordIQ Software LLC is committed to accessibility. A Voluntary Product Accessibility Template (VPAT) conforming to the VPAT 2.5 standard is published and available upon request, documenting the Software’s conformance with Section 508 of the Rehabilitation Act and Web Content Accessibility Guidelines (WCAG) 2.1 Level AA.

SECTION 8: DATA HANDLING AND PRIVACY

8.1 Offline Operation

The Software processes all documents entirely on Licensee’s local machine. No patient data, documents, OCR output, processing results, or Protected Health Information is transmitted over the internet during normal operation. The only network communications initiated by the Software are: (a) a HTTPS connection for license activation, transmitting only the License Key and a hardware-derived device identifier; and (b) optional, user-initiated diagnostic submissions as described in Section 8.5. By activating the Software, Licensee consents to the collection and transmission of this hardware-derived device identifier for the sole purpose of license enforcement. This identifier is not used for advertising, profiling, or any purpose other than verifying license compliance.

8.2 License Activation and Verification

Initial license activation requires a internet connection via secure HTTPS to RecordIQ Software LLC’s license server hosted on Microsoft Azure. Only the License Key and a sixteen (16) character hexadecimal hardware-derived device identifier are transmitted. No patient data, documents, or PHI is transmitted during activation. After activation, all subsequent license verification is performed offline using Ed25519 cryptographic signature verification. The Software includes a thirty (30) day offline grace period following initial license activation, during which periodic license revalidation is not required. By activating the Software, Licensee consents to the collection and transmission of this hardware-derived device identifier for the sole purpose of license enforcement. This identifier is not used for advertising, profiling, or any purpose other than verifying license compliance.

8.3 Local Encryption

All processed data is encrypted at rest using AES-256-GCM encryption in accordance with FIPS 197 (Advanced Encryption Standard cipher specification) and NIST SP 800-38D (Galois/Counter Mode specification). Encryption keys are generated and stored locally on Licensee’s machine using the Windows Data Protection API (DPAPI). RecordIQ Software LLC does not have access to Licensee’s encryption keys at any time.

8.4 Key Management

Licensee is solely responsible for managing encryption keys, including safeguarding keys stored locally, creating and maintaining key backups, and understanding that lost encryption keys cannot be recovered by RecordIQ Software LLC or any third party. Data encrypted with lost keys is permanently inaccessible. RecordIQ Software LLC shall have no liability for data loss resulting from lost, corrupted, or destroyed encryption keys.

8.5 Diagnostic Data

The Software includes an optional, user-initiated diagnostic submission feature that allows Licensee to voluntarily submit application log data for troubleshooting purposes. This feature is strictly opt-in, requires explicit user action each time, and automatically filters all Protected Health Information (twenty-three types, including Social Security numbers, dates of birth, medical record numbers, phone numbers, email addresses, physical addresses, and Medicare/Medicaid identifiers) from log data before transmission. No diagnostic data is transmitted without Licensee’s affirmative consent.

8.6 Local Audit Logs

The Software generates tamper-evident audit logs using HMAC-SHA256 cryptographic chaining. Audit logs are append-only, record nineteen (19) event types, and are restricted by NTFS access control lists. Audit logs are stored exclusively on Licensee’s local machine and are not transmitted to RecordIQ Software LLC or any third party.

8.7 Device Fingerprinting

To enforce license terms and prevent unauthorized use, the Software generates a hardware-derived device identifier by computing a SHA-256 hash of the following hardware attributes: CPU identifier, motherboard serial number, disk serial number, BIOS serial number, hostname, and Windows Security Identifier (SID). A sixteen (16) character hexadecimal representation of this hash is transmitted securely via HTTPS solely during initial license activation. This identifier is not associated with any patient data or PHI. By activating the Software, Licensee consents to the collection and transmission of this hardware-derived device identifier for the sole purpose of license enforcement. This identifier is not used for advertising, profiling, or any purpose other than verifying license compliance.

8.8 Integrity Verification

The Software includes self-integrity verification using SHA-256 hash checks to detect unauthorized modifications to the executable. The Software also performs configuration drift detection to identify unauthorized changes to configuration files. If tampering or drift is detected, the Software fails closed and refuses to process documents until integrity is restored.

8.9 Data Residency

All data processed by the Software remains on Licensee’s local machine at all times. No document data or PHI is transmitted to RecordIQ Software LLC or any third party. License administration data (name, email address, License Key, subscription tier, and device identifier) is stored in encrypted form in Microsoft Azure Table Storage located in North American data centers. No PHI is stored in Azure.

8.10 Secure Deletion

The Software implements secure deletion of temporary files and sensitive data using multi-pass random overwrite in accordance with NIST SP 800-88 Rev. 1 guidelines for media sanitization. The secure deletion mechanism includes a retry thread for locked files and a startup sweep to ensure no residual temporary data persists between sessions.

SECTION 9: THIRD-PARTY COMPONENTS

9.1 Open-Source Components

The Software incorporates third-party open-source components, each of which is subject to its own license terms. A complete list of these components, together with their respective licenses, is included in the Software documentation. Key open-source components include Tesseract OCR (licensed under the Apache License 2.0, developed by Google LLC).

9.2 No Warranty for Third-Party Components

All third-party components included in the Software are provided “as is,” with no warranties of any kind, whether express or implied. RecordIQ Software LLC makes no representations or warranties regarding the accuracy, reliability, completeness, or suitability of any third-party components.

9.3 Licensee Responsibility

Licensee is solely responsible for ensuring compliance with the license terms and conditions of all third-party components incorporated into the Software. RecordIQ Software LLC shall not be liable for any claims arising from Licensee’s failure to comply with third-party license terms.

9.4 Indemnification for Third-Party Violations

Licensee agrees to indemnify, defend, and hold harmless RecordIQ Software LLC from and against any and all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from Licensee’s violation of any third-party component license terms.

SECTION 10: THIRD-PARTY SERVICES

10.1 Microsoft Azure

Microsoft Azure is used exclusively for license activation, license validation, and license data storage. No document data, PHI, or processing results are transmitted to Azure. License administration data is encrypted at rest using AES-256 encryption in Azure Table Storage. Microsoft Azure is SOC 2 Type II and ISO 27001 certified.

10.2 Stripe

Payment processing is handled by Stripe, Inc., a PCI DSS Level 1 certified payment processor. RecordIQ Software LLC does not access, store, or process credit card numbers, CVV codes, or bank account details. All payment information is handled directly by Stripe in accordance with Stripe’s privacy policy (https://stripe.com/privacy).

10.3 No Other Services

The Software does not transmit data to any third-party service other than those described in Sections 10.1 and 10.2 during normal operation. Optional diagnostic submissions (Section 8.5) are transmitted directly to RecordIQ Software LLC’s servers and are not routed through third-party services.

SECTION 11: UPDATES AND MAINTENANCE

11.1 Updates

RecordIQ Software LLC may, at its sole discretion, release updates, patches, or new versions of the Software. Updates may include bug fixes, security patches, feature enhancements, or performance improvements.

11.2 No Obligation

RecordIQ Software LLC is not obligated to provide updates, maintenance, technical support, or new features for the Software. RecordIQ Software LLC makes no representations or warranties regarding the frequency, availability, or scope of future updates.

11.3 Update Terms

Any updates or modifications to the Software provided by RecordIQ Software LLC shall be subject to the terms and conditions of this Agreement, unless accompanied by a separate or superseding agreement. Installation of an update constitutes acceptance of any updated terms.

11.4 Support

Technical support for the Software is provided at RecordIQ Software LLC’s sole discretion. Availability of support, response times, and the scope of support services are not guaranteed and may vary. Support inquiries may be directed to support@recordiq.app.

SECTION 12: CONFIDENTIALITY

12.1 Mutual Obligations

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to take all reasonable measures to prevent unauthorized disclosure, dissemination, or use. Each party shall protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party shall limit disclosure of the other party’s Confidential Information solely to its employees, agents, contractors, and legal advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Licensee acknowledges that any breach of this Section 12 will cause irreparable harm to RecordIQ Software LLC for which monetary damages would be an inadequate remedy, and RecordIQ Software LLC shall be entitled to seek injunctive relief without bond or other security in addition to all other available remedies.

12.2 Software Internals

The internal architecture, algorithms, encryption methods, license validation mechanisms, and any related source code or proprietary documentation of the Software constitute Confidential Information of RecordIQ Software LLC. Licensee shall not disclose, publish, or otherwise make available any information regarding the Software’s internals to any third party without the prior written consent of RecordIQ Software LLC.

12.3 Exceptions

The confidentiality obligations set forth in this section shall not apply to any information that:

  • Is or becomes publicly available through no fault of the receiving party;
  • Was known to the receiving party prior to disclosure, as evidenced by written records;
  • Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or
  • Is required to be disclosed by law, regulation, or court order, provided that the receiving party promptly notifies the disclosing party of such requirement to the extent legally permissible and cooperates with any effort to obtain protective treatment of such information.

12.4 Duration

The confidentiality obligations of this section shall remain in effect for five (5) years following the termination or expiration of this Agreement, or for so long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

SECTION 13: WARRANTY DISCLAIMER

13.1 As-Is

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. RECORDIQ SOFTWARE LLC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

13.2 No Guarantee

RECORDIQ SOFTWARE LLC DOES NOT WARRANT OR REPRESENT THAT:

(a) THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;

(b) OCR RESULTS WILL BE 100% ACCURATE OR COMPLETE;

  • (c) THE SOFTWARE WILL BE COMPATIBLE WITH ALL HARDWARE, OPERATING SYSTEMS, OR THIRD-PARTY SOFTWARE;

(d) DEFECTS OR ISSUES IN THE SOFTWARE WILL BE CORRECTED.

13.3 OCR Accuracy

Optical character recognition (OCR) is an inherently imperfect technology. The accuracy of OCR results depends on numerous factors including but not limited to document quality, resolution, formatting, handwriting legibility, and scanning conditions. Licensee acknowledges this limitation and agrees to independently verify all Output before reliance in any legal, medical, clinical, or business context.

13.4 Professional Judgment

The Software is designed to assist in professional document workflows and is not a substitute for professional judgment. Licensee agrees that the Software shall not be used as the sole basis for legal advice, medical diagnoses, clinical decision-making, or any other professional determination. All Output must be reviewed and verified by qualified professionals before use.

SECTION 14: LIMITATION OF LIABILITY

14.1 Exclusion of Damages

IN NO EVENT SHALL RECORDIQ SOFTWARE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY OF THE FOLLOWING, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;

(c) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(d) DAMAGES ARISING FROM HIPAA OR OTHER REGULATORY VIOLATIONS BY LICENSEE;

(e) DAMAGES ARISING FROM INACCURATE OCR RESULTS OR CLASSIFICATIONS.

THESE EXCLUSIONS APPLY REGARDLESS OF WHETHER RECORDIQ SOFTWARE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Maximum Liability

RECORDIQ SOFTWARE LLC’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO RECORDIQ SOFTWARE LLC UNDER THIS AGREEMENT (THE ‘LIABILITY CAP’). IN NO EVENT SHALL THE LIABILITY CAP BE LESS THAN THE TOTAL AMOUNT PAID BY LICENSEE FOR THE INITIAL LICENSE. THIS SHALL BE LICENSEE’S SOLE AND EXCLUSIVE REMEDY. The foregoing limitation shall not apply to liability arising from either party's gross negligence, willful misconduct, or fraud, or to liability that cannot be limited under applicable law.

14.3 Essential Purpose

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

14.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF RECORDIQ SOFTWARE LLC SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 15: INDEMNIFICATION

15.1 By Licensee

Licensee agrees to indemnify, defend, and hold harmless RecordIQ Software LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  • Licensee’s use or misuse of the Software;
  • Licensee’s violation of any term of this Agreement;
  • Licensee’s violation of any applicable law or regulation, including but not limited to HIPAA, HITECH, CCPA, PIPEDA, or other data protection and privacy regulations;
  • Any third-party claim arising from Licensee’s use of the Software, including claims of intellectual property infringement resulting from Licensee’s actions;
  • Licensee’s failure to maintain adequate security safeguards for data processed by the Software, including failure to safeguard encryption keys or PHI.

15.2 By Licensor. RecordIQ Software LLC shall indemnify, defend, and hold harmless Licensee from and against any third-party claims alleging that the Software, as provided by RecordIQ Software LLC and used in accordance with this Agreement, infringes any valid United States or Canadian patent, copyright, or trade secret. This obligation shall not apply if the alleged infringement results from: (a) modifications to the Software not made by RecordIQ Software LLC; (b) use of the Software in combination with products not provided by RecordIQ Software LLC; or (c) use of the Software other than in accordance with this Agreement.

15.3 Procedure

The indemnified party shall: (a) provide prompt written notice of any claim to the indemnifying party; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party’s prior written consent.

SECTION 16: TERMINATION

16.1 Termination for Breach

RecordIQ Software LLC may terminate this Agreement and the license granted hereunder upon written notice if Licensee breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Notwithstanding the foregoing, RecordIQ Software LLC may terminate immediately without a cure period in the event of: (a) breach of Section 5 (Restrictions), (b) breach of Section 12 (Confidentiality), (c) infringement of intellectual property rights, or (d) violation of applicable law. Licensee may terminate this Agreement at any time by uninstalling the Software and destroying all copies.

16.2 Effect of Termination

Upon termination of this Agreement for any reason, all rights granted to Licensee immediately cease. Licensee shall promptly uninstall the Software from all devices and destroy all copies, including backup and archival copies. Licensee retains ownership of any Output generated prior to termination but is solely responsible for decrypting and exporting all data before termination, as RecordIQ Software LLC has no ability to recover encrypted data after termination. Following termination or expiration (other than termination for cause under Section 16.1(a)–(d)), Licensee shall have a fifteen (15) day wind-down period during which the Software shall remain functional in read-only mode solely for the purpose of decrypting and exporting existing Output. No new document processing shall be permitted during the wind-down period. After the fifteen (15) day wind-down period ends, all Software functions shall be locked, and Licensee must purchase a renewal license to restore access.

16.3 Survival

The following sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 6 (Intellectual Property), Section 8.4 (Key Management), Section 12 (Confidentiality), Section 13 (Warranty Disclaimer), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 17 (Governing Law and Jurisdiction), and Section 20 (General Provisions).

16.4 No Liability for Misuse

RecordIQ Software LLC shall not be responsible or liable for any unauthorized use of the Software or any violation of this Agreement by Licensee or any third party acting through or on behalf of Licensee.

SECTION 17: GOVERNING LAW AND JURISDICTION

17.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws provisions. Federal law, including the Health Insurance Portability and Accountability Act (HIPAA), shall apply where applicable.

17.2 Jurisdiction

Subject to Section 18 (Dispute Resolution), any legal action, lawsuit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Wyoming. Each party irrevocably consents to the personal jurisdiction of such courts.

17.3 Canadian Licensees

For Licensees located in Canada, the following provisions apply in addition to the foregoing:

  • Where any provision of this Agreement conflicts with mandatory provisions of the Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy laws, or provincial consumer protection legislation, the mandatory provisions of Canadian law shall prevail to the extent of the conflict.
  • Nothing in this Agreement limits mandatory rights afforded to Licensee under Canadian federal or provincial consumer protection legislation.
  • Disputes involving Canadian Licensees may be resolved in the courts of the Canadian province in which Licensee is located, where required by applicable law.
  • For Licensees in Quebec, where this Agreement is determined to constitute a contract of adhesion within the meaning of Article 1379 of the Civil Code of Quebec, any clause found to be abusive within the meaning of Article 1437 shall be null or reduced to the extent required, without affecting the validity of the remaining provisions.
  • Licensees in Quebec acknowledge that this Agreement is provided in English at the express request of the parties. Les parties ont exigé que cette entente et tous les documents connexes soient rédigés en anglais.
  • Canadian Licensees processing personal health information must ensure full compliance with PIPEDA and the applicable provincial statutes: Ontario PHIPA, Alberta HIA, British Columbia PIPA, and Quebec Law 25.

SECTION 18: DISPUTE RESOLUTION

18.1 Informal Resolution

Before initiating formal dispute resolution proceedings, the parties agree to make good-faith efforts to resolve any dispute arising under or in connection with this Agreement through informal written negotiation for a period of thirty (30) days following written notice of the dispute.

18.2 Mediation

If the dispute is not resolved through informal negotiation within the thirty (30) day period, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator. The costs of mediation shall be shared equally between the parties.

18.3 Litigation

If mediation does not resolve the dispute, either party may initiate litigation in the courts specified in Section 17.2. For Canadian Licensees, Section 17.3(c) applies.

18.4 Injunctive Relief

Notwithstanding the foregoing dispute resolution procedures, either party may seek injunctive relief or other equitable remedies in a court of competent jurisdiction at any time to protect its intellectual property rights, Confidential Information, or to prevent irreparable harm, without first engaging in the dispute resolution procedures described above.

Note: This Agreement does not contain a mandatory binding arbitration clause or a class action waiver. RecordIQ Software LLC acknowledges that such provisions are unenforceable in certain jurisdictions, including the Province of British Columbia under the Business Practices and Consumer Protection Act (BPCPA).

SECTION 19: FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: acts of God, pandemic, epidemic, war, armed conflict, terrorism, government orders or regulations, labor disputes, fire, flood, earthquake, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the impact and resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party, without liability to either party for such termination, except for any payment obligations that accrued prior to the force majeure event.

SECTION 20: GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement constitutes the entire and exclusive agreement between Licensee and RecordIQ Software LLC regarding the Software and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied, relating to the subject matter hereof.

20.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

20.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it at a later time. All waivers must be in writing and signed by the waiving party to be effective.

20.4 Assignment

Licensee may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of RecordIQ Software LLC. Any attempted assignment without such consent is void. RecordIQ Software LLC may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Licensee’s consent. In the event of such assignment, Licensee shall have the right to terminate this Agreement within sixty (60) days of receiving written notice of the assignment, with a pro-rata refund of any prepaid license fees for the remaining license term.

20.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered via email, registered mail, or other verifiable delivery method. Notices to RecordIQ Software LLC shall be sent to legal@recordiq.app. Notices to Licensee shall be sent to the email address provided during license registration.

20.6 No Artificial Intelligence

The Software uses deterministic pattern matching, rule-based analysis, and optical character recognition to process documents. The Software does not use artificial intelligence, machine learning, neural networks, or large language models to process Licensee’s documents. All analysis outputs are reproducible, deterministic, and traceable to source document content.

20.7 Headings

Section headings in this Agreement are included for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

20.8 Electronic Signatures

This Agreement may be accepted electronically. Electronic acceptance (including clicking “I Accept” or similar mechanisms) shall have the same legal effect as a handwritten signature to the fullest extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

SECTION 21: ACCEPTANCE

By clicking “I Accept,” installing, copying, or otherwise using the Software, Licensee acknowledges that Licensee has read this Agreement in its entirety, understands all of its terms and conditions, and agrees to be bound by this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee shall not install, copy, or use the Software and shall promptly destroy any copies in Licensee’s possession.

RecordIQ Software LLC

30 N Gould St Ste N, Sheridan, WY 82801

legal@recordiq.app

https://www.recordiq.app

© 2026 RecordIQ Software LLC. All rights reserved.

END OF AGREEMENT

For questions about this document, contact support@recordiq.app.