Terms of Service

1. Definitions

The following terms have the meanings set forth below when used in these Terms of Service (this "Agreement"):

• "Association" means a homeowners association (HOA), condominium association (COA), property owners association (POA), or similar community association entity that subscribes to the Service.
• "Authorized User" means any individual granted access to the Service by a Subscriber, including but not limited to board members, property managers, legal counsel, vendors, and community members.
• "Company" means DocuQuest LLC, a Florida limited liability company, the provider of the Service.
• "Customer Data" means all data, documents, files, notes, messages, and other content uploaded to, created within, or transmitted through the Service by Subscriber or its Authorized Users.
• "DocuQuest" or "Quest" means the AI-powered document analysis and question-answering feature within the Service that provides informational responses based on Customer Data and publicly available legal references.
• "Service" means the Unity platform, including the web application accessible at unity.docu.quest, all associated APIs, and the DocuQuest AI module, as provided by Company to Subscriber.
• "Subscriber" means the Association that has agreed to these Terms and maintains an active subscription to the Service. The Board Administrator designated by the Association acts on behalf of the Subscriber for purposes of account management and billing.
• "Subscription Term" means the period during which Subscriber has an active, paid subscription to the Service, including any complimentary or trial periods.

2. Acceptance of Terms

By accessing or using the Service, Subscriber and each Authorized User agree to be bound by this Agreement. If you are accessing the Service on behalf of an Association, you represent and warrant that you have the authority to bind that Association to this Agreement.

Company reserves the right to modify this Agreement at any time. Company will provide at least thirty (30) days' notice of material changes via email to the Board Administrator's registered email address and/or via in-app notification. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified terms.

3. The Service

3.1 Service Description

Unity is a browser-based, multi-tenant SaaS platform that provides community associations with secure communications, document management, operational note-keeping, member directory management, and AI-powered document analysis through the DocuQuest module.

3.2 Availability

Company will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding scheduled maintenance and circumstances beyond Company's reasonable control. The Service is provided on an "as available" basis. Company does not guarantee any specific uptime percentage or service level during the current product phase.

3.3 Modifications to the Service

Company reserves the right to modify, update, or discontinue any feature of the Service at any time. Company will provide reasonable notice of material changes that reduce core functionality. New features or modules may be subject to additional terms.

4. Account Registration and Access

4.1 Account Responsibility

Subscriber is responsible for maintaining the confidentiality of all account credentials for its Authorized Users and for all activities that occur under those accounts. Subscriber shall immediately notify Company of any unauthorized use of any account or any other breach of security.

4.2 Role-Based Access

The Service provides role-based access control. The Board Administrator is responsible for assigning appropriate roles to Authorized Users and managing access permissions. Available roles include Board Admin, Board Member, Property Manager, Legal Counsel, Vendor, and Community Member, each with different access levels as described in the Service documentation.

4.3 Multi-Tenant Isolation

Each Association's data is logically isolated within the Service. Authorized Users may only access data belonging to Associations for which they have been granted explicit access. Users with multi-association access (such as Property Managers and Legal Counsel) can switch between Association workspaces but can only view data within each Association to which they have been granted access.

4.4 Minimum Age

The Service is intended for use by individuals who are at least 18 years of age. By using the Service, each Authorized User represents that they are at least 18 years old.

5. Subscription, Fees, and Payment

5.1 Subscription Plans

The Service is offered under subscription plans as described on the Service website or as agreed upon in writing between Company and Subscriber. Plan details, including storage allocations, feature access, and pricing, are subject to change with thirty (30) days' notice.

5.2 Fees and Payment

Subscriber agrees to pay all fees associated with its selected subscription plan. Fees are billed monthly in advance unless otherwise agreed in writing. Payment is due upon receipt of invoice. Company accepts payment via credit card and ACH bank transfer through its third-party payment processor (currently Stripe, Inc.).

5.3 Taxes

All fees are exclusive of applicable taxes. Subscriber is responsible for all sales, use, value-added, and similar taxes imposed by any governmental authority, excluding taxes based on Company's net income.

5.4 Late Payment

If payment is not received within fifteen (15) days of the due date, Company may charge a late fee of 1.5% per month (or the maximum amount permitted by law, whichever is less) on the outstanding balance. Company reserves the right to suspend access to the Service after thirty (30) days of non-payment, upon providing at least ten (10) days' written notice to Subscriber.

5.5 Complimentary and Trial Periods

Company may, at its sole discretion, offer complimentary or trial access to the Service. Such access is subject to the terms of this Agreement and may be time-limited. Company will provide at least thirty (30) days' notice before the expiration of any complimentary or trial period, after which Subscriber must subscribe to a paid plan to continue using the Service.

5.6 Price Changes

Company may increase subscription fees with at least sixty (60) days' written notice. If Subscriber does not agree to a fee increase, Subscriber may cancel its subscription effective at the end of the then-current billing period.

6. Customer Data and Ownership

6.1 Ownership

Subscriber retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Company. Company acquires no rights in Customer Data except as expressly set forth in this Agreement.

6.2 License to Customer Data

Subscriber grants Company a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely for the purpose of providing the Service, including AI processing through the DocuQuest module. This license terminates upon termination of this Agreement, subject to the data retention provisions in Section 12.

6.3 Customer Data Responsibilities

Subscriber is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Data. Subscriber represents and warrants that it has all necessary rights, consents, and permissions to upload Customer Data to the Service and to grant the license described in Section 6.2.

6.4 Prohibited Content

Subscriber shall not upload, transmit, or store any content through the Service that:

• Is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
• Infringes any intellectual property right of any third party;
• Contains malware, viruses, or other harmful code;
• Violates any applicable law or regulation; or
• Contains sensitive personal information such as Social Security numbers, financial account numbers, or protected health information, unless Subscriber has implemented appropriate safeguards and obtained necessary consents.

7. AI-Powered Features (DocuQuest)

7.1 Nature of AI Responses

IMPORTANT: The DocuQuest module provides informational responses only. Responses are generated by artificial intelligence based on the documents and records uploaded to the Service, supplemented by publicly available legal references (such as Florida Statutes). DocuQuest responses are not legal advice, financial advice, or professional opinions. They should not be relied upon as a substitute for consultation with qualified legal counsel, accountants, or other professionals.

7.2 No Guarantee of Accuracy

While Company endeavors to provide high-quality AI responses, Company does not warrant or guarantee the accuracy, completeness, timeliness, or reliability of any DocuQuest response. AI-generated content may contain errors, omissions, or outdated information. Subscriber acknowledges that AI technology is inherently probabilistic and may produce different responses to similar queries.

7.3 Subscriber Responsibility for AI Outputs

Subscriber assumes all risk associated with the use of, reliance on, or actions taken based on DocuQuest responses. Subscriber is solely responsible for independently verifying any information provided by DocuQuest before making decisions, particularly decisions with legal, financial, or fiduciary implications. For high-risk decisions, Subscriber should consult qualified legal counsel.

7.4 AI Processing

To provide DocuQuest functionality, Customer Data (including documents, notes, and, if enabled, messages) is processed through third-party AI services, including document vectorization and natural language processing. Company selects AI service providers that maintain appropriate security standards. Customer Data processed for AI purposes is used solely to generate responses for the Subscriber's Association and is not used to train general-purpose AI models.

7.5 Citation References

DocuQuest responses may include citations to specific documents, page numbers, and statutory references. These citations are generated by AI and should be independently verified. Page numbers, section references, and statutory citations may not always precisely correspond to the referenced source material.

8. Intellectual Property and Proprietary Rights

8.1 Company IP

Company retains all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, trademarks, trade secrets, and other intellectual property embodied in or related to the Service. This Agreement does not grant Subscriber any rights to Company's intellectual property except the limited right to use the Service as described herein.

8.2 License to Use the Service

Subject to the terms of this Agreement and payment of applicable fees, Company grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term for Subscriber's internal business purposes related to community association governance and operations.

8.3 Restrictions

Subscriber shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, or create derivative works of the Service or any part thereof;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
• Sublicense, sell, lease, or otherwise transfer access to the Service to any third party;
• Use the Service to build a competing product or service;
• Remove or alter any proprietary notices, labels, or marks on the Service;
• Use the Service in any manner that violates applicable law or regulation; or
• Attempt to gain unauthorized access to the Service, other accounts, or computer systems or networks connected to the Service.

8.4 Feedback

If Subscriber or any Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Company may freely use such Feedback without obligation to Subscriber.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to Customer Data, business strategies, pricing, technical information, and user data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is disclosed with the prior written consent of the disclosing party.

9.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement; and (c) not use Confidential Information for any purpose other than as contemplated by this Agreement.

9.3 Permitted Disclosures

Notwithstanding the foregoing, either party may disclose Confidential Information: (a) to its employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those in this Agreement; or (b) as required by law, regulation, or court order, provided that the disclosing party gives the other party prompt notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment.

10. Privacy and Data Security

10.1 Privacy Policy

Company's collection, use, and disclosure of personal information is governed by Company's Privacy Policy, available at https://unity.docu.quest/privacy-policy, which is incorporated into this Agreement by reference.

10.2 Data Security

Company implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit (TLS) and at rest, role-based access controls, and logical tenant isolation. However, no method of electronic storage or transmission is 100% secure, and Company cannot guarantee absolute security.

10.3 Data Location

Customer Data is stored on cloud infrastructure located in the United States. Company's infrastructure providers maintain industry-standard certifications. Company will not knowingly transfer Customer Data outside of the United States without Subscriber's prior consent.

10.4 Breach Notification

In the event of a confirmed security breach that affects Customer Data, Company will notify Subscriber without unreasonable delay and in any event within seventy-two (72) hours of confirmation of the breach, and will provide information about the nature of the breach and steps taken to mitigate its effects.

11. Indemnification

11.1 By Subscriber

Subscriber shall indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Subscriber's or any Authorized User's use of the Service;
• Customer Data or any content uploaded to the Service by Subscriber or its Authorized Users;
• Any violation of this Agreement by Subscriber or its Authorized Users;
• Any reliance on or action taken based on DocuQuest responses without independent professional verification;
• Any claim by a third party arising from Subscriber's use of the Service; or
• Any decision made by Subscriber's board, management, or agents that was informed by information obtained through the Service.

11.2 By Company

Company shall indemnify, defend, and hold harmless Subscriber from and against any third-party claim that the Service, as provided by Company, infringes any United States patent, copyright, or trademark of such third party, provided that Subscriber: (a) promptly notifies Company of the claim; (b) gives Company sole control of the defense and settlement; and (c) provides reasonable cooperation at Company's expense.

12. Term and Termination

12.1 Term

This Agreement commences on the date Subscriber first accesses the Service and continues until terminated in accordance with this Section 12.

12.2 Termination by Subscriber

Subscriber may cancel its subscription at any time by providing written notice to Company or by using the cancellation feature within the Service. Cancellation will take effect at the end of the then-current billing period. No refunds will be provided for partial billing periods.

12.3 Termination by Company

Company may terminate this Agreement:

• Immediately, if Subscriber materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice;
• Immediately, if Subscriber fails to pay any undisputed amount within thirty (30) days of the due date;
• Upon thirty (30) days' written notice for any reason or no reason; or
• Immediately, if Subscriber engages in illegal activity through the Service or uses the Service in a manner that threatens the security or integrity of the Service or other subscribers' data.

12.4 Effect of Termination

Upon termination of this Agreement:

• Subscriber's and all Authorized Users' access to the Service will be suspended;
• Company will retain Customer Data for a period of ninety (90) days following the effective date of termination (the "Retention Period");
• During the Retention Period, Subscriber may request an export of Customer Data in a standard, machine-readable format. Company will use commercially reasonable efforts to provide such export within fifteen (15) business days of a written request;
• After the Retention Period, Company will delete Customer Data in accordance with its standard data deletion procedures. Deletion of vectorized data from AI indexes may take up to an additional thirty (30) days; and
• All rights and licenses granted to Subscriber under this Agreement will terminate, except that Sections 6.1, 7.1-7.3, 8.1, 9, 11, 13, 14, and 15 will survive termination.

12.5 Data Export

During the Retention Period, Company will provide Customer Data exports in the following formats: documents in their original uploaded format (PDF, DOCX, etc.), and structured data (messages, notes, member records) in CSV or JSON format. Company does not guarantee export of AI-generated content (Quest responses and citations) in any particular format.

13. Warranties and Disclaimer

13.1 Limited Warranties

Company warrants that: (a) it has the legal right and authority to enter into this Agreement and provide the Service; (b) the Service will perform materially in accordance with its documentation; and (c) Company will not knowingly introduce malware into the Service.

13.2 Disclaimer

Except as expressly set forth in Section 13.1, the Service is provided "as is" and "as available." Company expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Service will be uninterrupted, error-free, or completely secure, or that any defects will be corrected. Company specifically disclaims any warranty regarding the accuracy, reliability, or completeness of any AI-generated content, including DocuQuest responses, citations, and statutory references.

13.3 Association Governance Disclaimer

The Service is a tool to assist with information management and retrieval. The Service does not provide legal advice, fiduciary guidance, or professional opinions. Board members and officers retain full fiduciary responsibility for their decisions regardless of any information obtained through the Service. Nothing in the Service or this Agreement creates an attorney-client relationship or other professional relationship between Company and Subscriber.

14. Limitation of Liability

14.1 Cap on Liability

To the maximum extent permitted by applicable law, Company's total aggregate liability to Subscriber for all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by Subscriber to Company during the twelve (12) month period immediately preceding the event giving rise to the claim.

14.2 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, data, or other intangible losses, regardless of whether Company has been advised of the possibility of such damages.

This exclusion applies to, but is not limited to, damages arising from:

• Reliance on DocuQuest responses or AI-generated content;
• Decisions made by an Association's board, management, or agents based on information obtained through the Service;
• Errors or omissions in AI-generated citations, statutory references, or document analysis;
• Interruption or unavailability of the Service;
• Unauthorized access to or alteration of Customer Data; or
• Any other matter relating to the Service.

14.3 Basis of the Bargain

The limitations of liability in this Section 14 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Service would not be provided without these limitations.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

15.2 Jurisdiction

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida. Each party irrevocably consents to the personal jurisdiction of such courts.

15.3 Informal Resolution

Before filing any formal legal proceedings, the parties agree to attempt to resolve any dispute informally by sending written notice describing the dispute and proposed resolution to the other party. The parties will use good faith efforts to resolve the dispute within thirty (30) days of receipt of such notice.

15.4 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with the Privacy Policy and any Order Forms or Subscription Agreements executed between the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

16.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, 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 parties' original intent.

16.3 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

16.4 Assignment

Subscriber may not assign this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

16.5 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, epidemics, government actions, fire, flood, labor disputes, failure of third-party infrastructure providers, or internet disturbances.

16.6 Notices

All notices under this Agreement shall be in writing and shall be deemed given when sent by email to: (a) for Company: support@docu.quest; (b) for Subscriber: the Board Administrator's registered email address on file with the Service. Either party may change its notice address by providing written notice to the other party.

16.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

16.8 Third-Party Beneficiaries

This Agreement does not confer any rights on any third party, including any Authorized User (who may, however, be bound by the Acceptable Use provisions of this Agreement as a condition of their access to the Service).

16.9 Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

Acknowledgment

By using the Service, Subscriber acknowledges that it has read, understood, and agrees to be bound by this Agreement.