Terms and Conditions

LAST UPDATED: NOVEMBER 2025

IMPORTANT, PLEASE READ CAREFULLY: YOUR ACCESS TO AND USE OF THE QUBI PLATFORM (INCLUDING ALL ASSOCIATED SOFTWARE AND WEBSITES) AND THE PRODUCTS AND SERVICES OUTLINED IN YOUR ORDER FORM(S) (COLLECTIVELY, THE "SERVICES") PROVIDED BY QUBI AI, INC. AND ITS AFFILIATES ("QUBI") REQUIRES YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING ADHERENCE TO THE CURRENT VERSION OF ANY TECHNICAL DOCUMENTATION MADE AVAILABLE TO YOU BY QUBI OR ACCESSIBLE ON QUBI'S WEBSITES.

BY ACCEPTING THIS AGREEMENT—WHETHER THROUGH (1) SELECTING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR (3) ACCESSING THE EVALUATION SERVICES—YOU CONSENT TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT FOR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU POSSESS THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS AND CONDITIONS. IN SUCH INSTANCES, "CUSTOMER" MEANS THE ENTITY. IF YOU LACK THIS AUTHORITY OR DISAGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT OR ACCESS THE SERVICES.

BY PURCHASING, ACCESSING, OR OTHERWISE UTILIZING ANY OF THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE "AGREEMENT"). THE SERVICES ARE UNAVAILABLE TO INDIVIDUALS WHO CANNOT LEGALLY BE BOUND BY THESE TERMS.

1. SERVICE DELIVERY AND ACCESS

1.1 Scope of Services.

Qubi will deliver the Services to Customer in accordance with this Agreement and the applicable Order Form, along with the current version of any technical documentation provided to Customer by Qubi or accessible on Qubi's website ("Documentation"). The Services are offered through subscription-based access for the applicable subscription period. Qubi grants to Customer a non-exclusive, non-transferable, worldwide license during the subscription period to access and utilize the Services exclusively for Customer's internal business operations and in accordance with the Documentation, including any limitations outlined on an applicable Order Form. Customer may assign users with credentials to access and use the Services ("Authorized Users").

1.2 Permitted Use and Restrictions.

Customer shall not utilize the Services in any manner that violates applicable laws. Additionally, Customer shall not, and shall not permit or assist any Authorized User or third party to: (a) utilize the Services for non-business purposes; (b) except as permitted by the terms herein, authorize third parties to use the Services, resell, transfer, pledge, lease, rent, or share Customer's rights under this Agreement; (c) alter, remove or modify Qubi's name or logo, update, reproduce, duplicate, copy all or any portion of the Services; (d) make the Services or content produced by the Services accessible to anyone other than Customer's employees and consultants for use for its benefit as contemplated pursuant to this Agreement, or utilize the Services for the benefit of any entity other than Customer; (e) access or attempt to access any of Qubi's systems, programs or data that are not publicly available, or attempt to circumvent any of the Services' security and traffic management features; (f) utilize the Services for benchmarking or for creating a product which competes with any Qubi product offering; (g) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying concepts, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Services or any software, documentation or data associated with the Services by any means whatsoever; or (h) lease, distribute, license, sell, bypass the usage limits, or otherwise commercially exploit the Services. Customer may not access or utilize the Services if it directly competes with Qubi.

1.3 Customer Responsibilities.

Customer shall: (a) ensure Authorized Users' adherence to this Agreement, Documentation and Order Forms; (b) ensure the accuracy, quality and legality of Customer Data, the manner by which Customer obtained Customer Data, and Customer's utilization of Customer Data with the Services; (c) employ commercially reasonable measures to prevent unauthorized access to or use of Services and promptly notify Qubi of any such unauthorized access or use; (d) utilize Services exclusively in accordance with this Agreement, Documentation, Order Forms and applicable laws; and (e) adhere to terms of service of any third-party applications (including Google Drive, Notion, and Slack) with which Customer chooses to integrate with the Services. Any utilization of the Services in violation of the foregoing by Customer or Authorized Users that in Qubi's reasonable judgment threatens the security, integrity or availability of the Services may result in Qubi's immediate suspension of the Services; however, Qubi will employ commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat before any such suspension.

1.4 Support and Availability.

Qubi employs commercially reasonable efforts to maintain optimal service availability. Nevertheless, Qubi cannot guarantee that the Services will function in an uninterrupted or error-free manner. Qubi conducts service maintenance and employs commercially reasonable efforts to schedule system downtime during off-peak hours and to minimize service interruptions and delays. Qubi will employ commercially reasonable efforts to provide Customer advance notification of any scheduled downtime. Qubi will provide access to its Customer Support team during business hours through an online portal and email support.

1.5 Affiliate Usage.

"Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or shares common control with the subject entity. "Control," for this definition, signifies direct or indirect ownership or control exceeding 50% of the voting interests of the subject entity.

1.5.1 Access Through Customer.

Customer may, at its discretion, extend access and use rights to the Services to one or more Customer Affiliates, subject to all provisions in this Agreement. Should Customer extend such access and use rights, Customer assumes complete responsibility for the acts and omissions of the Customer Affiliate. No Customer Affiliate may pursue legal action against Qubi under this Agreement or any Order Form unless they have executed a direct Order Form with Qubi under Section 1.5.2 (Separate Affiliate Ordering) below.

1.5.2 Separate Affiliate Ordering.

Subject to the parties executing a mutually acceptable Order Form, Customer Affiliates may acquire the Services, hosted on an independent instance, by executing an Order Form that references this Agreement directly with Qubi, thereby establishing a separate and distinct agreement between the Customer Affiliate and the Qubi entity executing such Order Form.

1.6 Trial and Evaluation Access.

Qubi may provide the Services to Customer on a trial basis ("Evaluation Services") until the earlier of: (a) the conclusion of the applicable evaluation period; (b) the commencement date of any subscription to the Services that Customer purchases pursuant to an Order Form; or (c) any termination of the evaluation by Qubi for any reason, or without reason, by providing Customer a termination notice with immediate effect. THE EVALUATION SERVICES ARE PROVIDED "AS IS" FOR LIMITED EVALUATION PURPOSES EXCLUSIVELY.

2. SUBSCRIPTION TERMS AND PAYMENT

2.1 Subscription Model.

Unless otherwise stated in the applicable Order Form or Documentation: (a) the Services are acquired as subscriptions for the period stated in the applicable Order Form; (b) subscriptions for Services may be supplemented during a subscription period at the same pricing as the underlying subscription pricing, prorated for the remaining portion of that subscription period at the time the subscriptions are added; and (c) any supplemented subscriptions will conclude on the same date as the underlying subscriptions. Customer acknowledges that its purchases are not dependent on the delivery of any future functionality or features, or reliant on any oral or written public statements made by Qubi regarding future functionality or features.

2.2 Term and Renewal.

This Agreement takes effect on the date Customer first accepts it and remains in effect until all subscriptions hereunder have expired or have been terminated. The duration of each subscription shall be as outlined in the applicable Order Form. Except as otherwise indicated in an Order Form, subscriptions will automatically renew for successive one-year periods unless either party provides the other written notice (email acceptable) no less than 60 days before the conclusion of the relevant subscription period. Except as expressly stated in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Qubi's applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription duration for any Services has diminished from the prior period will result in re-pricing at renewal without consideration to the prior period's per-unit pricing.

2.3 Fees and Payment Obligations.

All fees are as outlined on the Order Form and shall be remitted by Customer within 30 days of the effective date of the Order Form, unless otherwise indicated on such Order Form. Payment obligations are non-cancelable and fees are non-refundable. Unless promptly provided with a valid certificate of exemption or other documentation that items are not taxable, Qubi will invoice Customer for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. Customer will remit all payments free and clear of, and without reduction for, any withholding or other taxes; any such taxes imposed on payments by Customer hereunder will be Customer's sole responsibility. Any late payments shall incur a service charge equal to 1.0% per month of the amount owed or the maximum amount permitted by law, whichever is less. If Customer believes that Qubi has incorrectly billed Customer, Customer must notify Qubi no later than 60 days after the closing date on the first billing statement in which the error or issue appeared, in order to obtain an adjustment or credit. Customer is responsible for supplying complete and accurate billing and contact information to Qubi and notifying Qubi of any modifications to such information.

2.4 Suspension for Non-Payment.

If any charge owed by Customer is 30 days or more overdue (or 10 or more days overdue for amounts Customer has authorized Qubi to charge to Customer's credit card), Qubi may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are remitted in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Qubi will provide Customer at least 10 days' advance notice that its account is overdue before suspending services to Customer.

3. INTELLECTUAL PROPERTY AND DATA RIGHTS

3. INTELLECTUAL PROPERTY AND DATA RIGHTS

3.1 Ownership of Services.

Subject to the limited rights expressly provided hereunder, Qubi and its Affiliates and licensors retain all of their right, title and interest in and to the Services, including all of their associated intellectual property rights. No rights are provided to Customer hereunder other than as expressly specified herein.

3.2 Customer Data and License.

"Customer Data" refers to electronic data and information (including data sets, compilations, or aggregations thereof) submitted by or for Customer to the Services or collected and processed by or for Customer utilizing the Services. This includes, without limitation, call recordings and transcripts, CRM data, customer relationship information, and data from integrated sources such as Google Drive, Notion, Slack, Confluence, and other knowledge management or collaboration platforms that Customer may connect to the Services. Customer grants Qubi a non-exclusive, worldwide, limited term, royalty-free license to host, use, copy, transmit and display Customer Data as necessary for Qubi to deliver and ensure proper functioning of the Services, including to prevent or address service or technical issues, in accordance with this Agreement, including to deliver insights, recommendations and analysis to optimize Customer's utilization of the Services. Subject to the limited licenses provided herein, Qubi obtains no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data.

3.3 Feedback License.

Customer provides to Qubi and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback submitted by Customer or Authorized Users concerning the operation of Qubi's or its Affiliates' services.

4. DATA SECURITY AND INFRASTRUCTURE

4.1 Data Protection Compliance.

The provisions of the Qubi Data Processing Addendum ("DPA") are hereby incorporated by reference and govern Qubi's Processing of Personal Data included in Customer Data. For clarity, regarding data privacy and data protection obligations (including compliance with applicable Data Protection Laws), the DPA exclusively controls and shall prevail over this Agreement in the event of any conflict. Third-party users of the Services may review the provisions of Qubi Privacy Policy at www.qubi.ai/privacy-policy/.

4.2 Hosting Infrastructure.

Qubi leverages Google Cloud Platform (GCP) for hosting and infrastructure services. Customer acknowledges that the Services depend on third-party cloud infrastructure providers and their availability and performance.

4.3 Backup and Recovery.

In the event of any loss or corruption of Customer Data, Qubi shall employ its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Qubi. Qubi shall not be liable for any loss or corruption of Customer Data caused by Customer or any third party.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations.

Each party acknowledges that the Confidential Information of the disclosing party represents valuable confidential and proprietary information. Each party shall: (a) maintain the Confidential Information of the other party in confidence; (b) not disclose to any other person or utilize such Confidential Information or any portion thereof, except in connection with the limited purpose of fulfilling its obligations pursuant to the terms of this Agreement and except if required to do so under applicable law and has provided a written notice to that effect to the disclosing party and taken all reasonable steps to prevent the disclosure of such Confidential Information; and (c) employ at least the same degree of care with respect to the other party's Confidential Information as it employs to prevent the unauthorized use, disclosure or dissemination of its own Confidential Information of a similar nature, but no less than reasonable care. Each party will disclose the other party's Confidential Information, to the extent such disclosure is authorized under the terms of this Agreement, to its employees and agents on a "need to know" basis; provided in each case that such employees and agents are subject to confidentiality obligations comparable to those in this Agreement.

5.2 Definition of Confidential Information.

"Confidential Information" refers to any proprietary information, trade secret and other information which is disclosed by a party to the other party, whether tangible or intangible, including, but not limited to, the provisions of this Agreement and information concerning the Services, technical and financial information and any improvements, enhancements, product specifications and plans, technical data, know-how, show-how, techniques, algorithms, routines, compositions, processes, formulas, methods, designs, design rules, drawings, flow charts, samples, inventions (whether reduced to practice or not), discoveries, concepts, ideas, past, current and planned research, development or experimental work, hardware, software (object code and source code), databases, systems, structures, architectures, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists and market studies, provided that it is designated as confidential at the time of disclosure or should be reasonably understood by the receiving party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information excludes information which: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was in the receiving party's lawful possession before the disclosure; (c) is rightfully disclosed to the receiving party by a third party without limitation on disclosure; or (d) is independently created by the receiving party, which independent creation can be demonstrated by written evidence.

6. WARRANTIES AND DISCLAIMERS

6.1 Mutual Representations.

Each of Customer and Qubi represent to the other that: (a) it possesses the full corporate right, power and authority to enter into, and fulfill its obligations under, this Agreement; (b) the execution of this Agreement, and the fulfillment of its obligations herein, does not and will not violate any other agreement to which it is a party; and (c) this Agreement represents its legal, valid and binding obligation.

6.2 Service Warranties.

Qubi warrants that during an applicable subscription period: (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable security measures for protection of the security, confidentiality and integrity of Customer Data, in all material respects; (b) Qubi will not materially diminish the overall security of the Services; (c) the Services will function in accordance with the applicable Documentation, in all material respects; and (d) Qubi will not materially reduce the overall functionality of the Services. For any violation of a warranty above, Customer's exclusive remedies are those outlined in termination and refund of payment provisions in Section 9.2 below.

6.3 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY STATED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUBI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, QUBI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING: (A) THE SERVICES SATISFYING CUSTOMER'S REQUIREMENTS, OR BEING UNINTERRUPTED, CONTINUOUS, TIMELY, OR ERROR OR VIRUS FREE; (B) WHETHER CUSTOMER'S UTILIZATION OF THE SERVICES OR CUSTOMER DATA WILL PRODUCE ANY RESULTS OR CONSEQUENCES; OR (C) WHETHER CUSTOMER'S UTILIZATION OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. QUBI IS AN EARLY-STAGE COMPANY AND THE SERVICES ARE CONTINUOUSLY EVOLVING.

7. LIABILITY AND DAMAGES

7.1 Liability Cap.

EXCEPT FOR LIABILITIES ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY RECEIVED BY QUBI FROM CUSTOMER FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS PRECEDING THE ACT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT SHALL NOT LIMIT CUSTOMER'S OR ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "PAYMENT TERMS" SECTION ABOVE.

7.2 Consequential Damages Exclusion.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES.

8. INDEMNIFICATION

8.1 Qubi Indemnity.

Qubi shall: (a) defend Customer and its shareholders, directors, officers, employees, successors and assigns (collectively, the "Customer Indemnitees") from and against any claim by a third party asserting that the technology underlying the Services, when utilized as permitted under this Agreement, directly infringes such third party's copyright, U.S. patent, or trademark; and (b) with respect to such claim, indemnify and hold harmless the Customer Indemnitees from any damages and costs finally awarded or agreed to in settlement by Qubi (including reasonable attorneys' fees). If Customer's utilization of the Services is, or in Qubi's opinion is likely to be, enjoined due to the type of infringement specified above, if mandated by settlement, or if Qubi determines such actions are reasonably necessary to avoid material liability, Qubi may, in its sole discretion: (i) replace with substantially functionally similar products or services; (ii) obtain for Customer the right to continue utilizing the Services; or if (i) and (ii) are not commercially reasonable, (iii) terminate the Agreement and refund to Customer the fees remitted by Customer for the portion of the subscription period which was paid by Customer but not provided by Qubi. The foregoing indemnification obligation of Qubi shall not apply: (1) if the Services are altered by any party other than Qubi, but exclusively to the extent the alleged infringement is caused by such alteration; (2) the Services are combined with other services or processes not authorized by Qubi, but exclusively to the extent the alleged infringement is caused by such combination; (3) to any unauthorized utilization of the Services; (4) to any action arising as a result of Customer Data or any third-party components contained within or operating with the Services; or (5) if Customer settles or makes any admissions regarding a claim without Qubi's prior written consent. This Section 8.1 establishes Qubi's sole liability and Customer's sole and exclusive remedy regarding any claim of intellectual property infringement.

8.2 Customer Indemnity.

Customer shall: (a) defend Qubi and its shareholders, directors, officers, employees, successors and assigns (collectively, the "Qubi Indemnitees") from and against any claim by a third party asserting that the Customer Data, or Customer's utilization of the Services in violation of this Agreement infringes or misappropriates such third party's intellectual property rights or violates applicable laws; and (b) with respect to such claim, indemnify and hold harmless the Qubi Indemnitees from any damages and costs finally awarded or agreed to in settlement by Customer (including reasonable attorneys' fees).

8.3 Indemnification Process.

The obligations of each indemnifying party are contingent upon receiving from the party seeking indemnification: (a) prompt written notice of the claim (but in any event notice in adequate time for the indemnifying party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense and settlement (except that the indemnifying party may not settle any claim unless it unconditionally releases indemnified party of all liability) of such claim; and (c) all reasonable assistance of the indemnified party, at indemnifying party's expense.

9. TERMINATION AND POST-TERMINATION

9.1 Termination Rights.

Either party may terminate this Agreement if the other party materially breaches its obligations hereunder, which default cannot be cured or which, being capable of cure, has not been cured within 30 days following receipt of written notice from the non-defaulting party.

9.2 Financial Consequences of Termination.

If this Agreement is terminated by Customer in accordance with Section 9.1 above, Qubi will refund Customer any prepaid fees covering the remainder of the term of all Order Forms following the effective date of termination. If this Agreement is terminated by Qubi in accordance with Section 9.1 above, Customer will remit any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to remit any fees payable to Qubi for the period before the effective date of termination.

9.3 Data Export and Deletion.

Upon termination or expiration of this Agreement for any reason whatsoever, all rights provided to Customer under this Agreement will immediately cease to exist and Customer shall immediately discontinue using the Services. Upon request by Customer made within 30 days following the effective date of termination or expiration of this Agreement, Qubi will make Customer Data accessible to Customer for export or download as specified in the Documentation. Following such 30-day period, Qubi will have no obligation to maintain or provide any Customer Data, and as specified in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

9.4 Survival of Terms.

The sections titled "Trial and Evaluation Access," "Fees and Payment Obligations," "Intellectual Property and Data Rights," "Confidentiality," "Disclaimer of Warranties," "Indemnification," "Liability and Damages," "Financial Consequences of Termination," "Survival of Terms," and "Miscellaneous Provisions" will survive any termination or expiration of this Agreement, and the section titled "Data Protection Compliance" will survive any termination or expiration of this Agreement for as long as Qubi retains possession of Customer Data.

10. BETA AND EXPERIMENTAL SERVICES

"Beta Services" refers to Qubi services, features or functionality that may be made accessible to Customer to try at its option at no additional charge or which is clearly identified as pre-release, beta, limited release, developer preview, non-production, or by a comparable description. From time to time, Qubi may make Beta Services accessible to Customer at a nominal fee or no charge. Customer may choose to try such Beta Services in its sole discretion. Beta Services are designed for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered "Services" under this Agreement; however, all restrictions, Qubi's reservation of rights and Customer's obligations concerning the Services, and utilization of any Qubi services shall apply equally to Customer's utilization of Beta Services. Unless otherwise stated or communicated to Customer, any Beta Services trial period will conclude upon the date that a version of the Beta Services becomes generally available. Qubi may discontinue any Beta Services at any time in Qubi's sole discretion and may never make them generally available. Qubi will have no liability for any harm or damage arising out of or in connection with Beta Services.

11. EQUITABLE RELIEF

Customer acknowledges that any utilization of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials associated with the Services, may cause irreparable injury to Qubi, its affiliates, suppliers and any other party authorized by Qubi to resell, distribute, or promote the Services ("Resellers"), and, under such circumstances Qubi, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

12. GOVERNMENT USE

Qubi delivers the Services for ultimate federal government end use exclusively in accordance with the following: Government technical data and software rights associated with the Services include only those rights customarily provided to the public as defined in the Agreement. If a government agency requires rights not conveyed under these terms, it must negotiate with Qubi to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

13. MISCELLANEOUS PROVISIONS

13.1 Governing Law.

Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of California, U.S.A. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent federal and state courts in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS.

13.2 Assignment and Transfer.

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Qubi will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period following the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.3 Export Controls.

In its utilization of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (a) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and (b) Customer shall not (and shall not permit any of its Authorized Users or others to) access or utilize the Services in violation of any U.S. export embargo, prohibition or restriction.

13.4 Government End-User Rights.

The Services are based upon commercial computer software. If the user or subscriber of the Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other utilization is prohibited.

13.5 Notices.

All notices to Qubi shall be valid only if sent via pre-paid first class certified mail or overnight courier to Qubi attn: Chief Legal Officer at the address specified on the Order Form or legal@qubi.ai, or such other address for notification authorized by Qubi. Notices concerning payments must be sent to billing@qubi.ai. Qubi may provide notice applicable to the Qubi software as a service customer base by means of a general notice through the Qubi portal for the Qubi Services, and notices specific to Customer by electronic mail to Customer e-mail address on record in Qubi account information or by written communication sent by first class mail or pre-paid post to the most recent Customer address provided by Customer to Qubi. Customer's current address shall be the address specified on the Order Form.

13.6 Attorneys' Fees.

The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys' fees and costs in connection with such action.

13.7 Marketing and Public Reference.

Customer provides Qubi the right to utilize its company name and logo as a reference for marketing or promotional purposes on Qubi's website and in other public or private communications or disclosures with its existing or potential customers and investors, subject to Customer's standard trademark usage guidelines as provided to Qubi from time to time. Customer may send an email to Qubi at marketing@qubi.ai if it does not wish to be utilized for marketing or promotional purposes.

13.8 Amendments and Modifications.

No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

13.9 Entire Agreement.

This Agreement (including mutually agreed exhibits or attachments) represents the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications concerning the subject matter of this Agreement.

13.10 Severability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

13.11 Force Majeure.

Neither party shall be liable to the other for any delay or failure to fulfill any obligation under this Agreement (except for a failure to remit fees) if the delay or failure is due to unforeseen events which occur following the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

13.12 Statute of Limitations.

Any claim or cause of action arising out of or related to utilization of the Services or this Agreement must be filed within two years following such claim or cause of action arose, or be forever barred.

13.13 No Third-Party Rights.

No third party is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.

13.14 Independent Contractors.

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.