This Terms of Service (the “Agreement”) is made and entered into the date you click accept or agree when this option is made available to you (the “Effective Date”), by and between Quantara AI, Inc. (“Quantara AI”) and you (hereinafter referred to as “Customer”). Quantara AI and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Quantara AI desires Customer to have a trial usage period of products, services and features owned by Quantara AI, as more specifically delineated in Schedule One hereto (the “Product(s)”) without cost.

WHEREAS, Customer desires to evaluate the Product(s) during the Free Access Period and provide comments and feedback to Quantara AI subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Access and Use

(a) Provision of Access As of the Effective Date, and subject to the terms and conditions of this Agreement, Quantara AI hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right during the time period set forth in this Section 1(b) (the “Free Access Period”) to:

1. Access and use the Product(s) solely for Customer’s internal evaluation purposes up to the number of employees of Customer that Customer permits to access and use the Product(s).
2. Use Quantara AI’s user manuals, handbooks, and guides (“Documentation”) relating to the Product(s) provided by Quantara AI.

(b) Free Access Period As of the Effective Date, and subject to the terms and conditions of this Agreement, Customer and Customer’s Authorized Users will have 45 days to evaluate the Product(s) without cost (the “Free Access Period”), after which Customer’s License will immediately terminate.

(c) Authorized Users. The Parties agree that Customer’s Authorized Users shall only include those natural persons who have registered to use the Product(s), and in the case of legal entities, natural persons who have been authorized to register and use the Product(s) on the Customer’s behalf.

(d)Restrictions of Use. Customer shall not use the Product(s) or Documentation for any purposes beyond the scope of the access granted in this Agreement. Except as otherwise set forth in this Agreement, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Product(s) or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product(s) or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the services, in whole or in part; (iv) remove any proprietary notices from the Product(s) or Documentation; or (v) use the Product(s) or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(e) Reservation of Rights. Quantara AI reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Product(s), the Documentation, or any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Quantara AI’s IP”).

2. Responsibilities of Customer

Customer is responsible and liable for all uses of the Product(s) and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

3. Support.

Quantara AI has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Product(s) or Documentation to Customer. Updates, upgrades, new releases and new versions of the Product(s) may be made available to Customer at Quantara AI’s sole discretion.

4. Confidential Information.

From time to time during the Free Access Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Customer agrees to reproduce all confidentiality and proprietary notices on any copy of the Product(s) as appears on the original.

5. Protection.

Customer understands that the Product(s) is a confidential trade secret of Quantara AI, and neither Customer nor Authorized Users shall disclose any information relating to the Product(s) to third parties without prior written permission from Quantara AI. Customer shall not remove any confidentiality legends or markings from the Product(s). Customer agrees Quantara AI shall be irreparably harmed by any breach of this Agreement and that any court of competent jurisdiction may immediately enjoin any breach of this provision upon the request of Quantara AI, and Customer specifically releases Quantara AI from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. In the event of a conflict between this Agreement and any other Agreement in place between the parties, the terms of this Agreement shall govern.

6. Reporting/Publicity.

Customer shall use good faith and reasonable efforts to promptly report to Quantara AI any and all problems with the Product(s) and/or its documentation and to document their experiences with the Product(s) in a manner as reasonably requested by Quantara AI, including such things as weekly e-mail updates relative to the Product(s) performance.

7. Ownership.

Customer acknowledges Quantara AI’s representation that all trademarks, service marks, patents, inventions, know-how, copyrights, trade secrets and other proprietary rights in or related to the Product(s) are and will remain the exclusive property of Quantara AI or its licensors, whether or not specifically recognized or perfected under local applicable law. Customer will not acquire any right in the Product(s) except the limited use rights specified in this Agreement. Customer shall reproduce Quantara AI’s proprietary legends, e.g., “Copyright 2024 Quantara AI, Incorporated” on any copies of the Product(s) it makes. Any ideas or suggestions for improvements or modifications to the Product(s) made, authored or invented by Customer (“Feedback”) are hereby assigned to Quantara AI by Customer, and Customer shall, at Quantara AI’s reasonable expense, assist Quantara AI with perfecting and protecting, in Quantara AI’s sole discretion, any intellectual property rights in such Feedback. These assignment and assistance covenants shall survive termination. As between Quantara AI and Customer, Customer exclusively owns all rights, title and interest in and to Customer’s data. The foregoing notwithstanding, Customer grants Quantara AI a perpetual worldwide, royalty-free, perpetual right and license to use the data to improve the Product(s), including without limitation the right to train a Large Language Model, benchmarking and marketing. All information Quantara AI collects is subject to Quantara AI’s Privacy Policy.

8. Limited Warranty Disclaimer.

QUANTARA AI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING USE OF THE PRODUCT(S) OR FUNCTIONALITY. QUANTARA AI MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT(S) WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. THE PRODUCT(S) IS PROVIDED ON AN “AS IS” AND WITH ALL FAULTS ACCEPTED BASIS. CUSTOMER SHALL NOT RELY EXCLUSIVELY ON THE PRODUCT(S) FOR ANY REASON OR TO USE IT IN MISSION CRITICAL OF LIFE-SAVING SITUATIONS. QUANTARA AI AND ITS SUPPLIERS HAVE NO OBLIGATION TO CORRECT ERRORS OR TO SUPPORT THE PRODUCT(S) UNDER THIS LICENSE. TO THE FULL EXTENT PERMITTED BY LAW, ALL OBLIGATIONS WHETHER EXPRESS, IMPOSED BY STATUTE OR IMPLIED BY THE OPERATION OF LAW, COURSE OF DEALING, CUSTOM, TRADE USAGE, ORAL OR WRITTEN STATEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE PRODUCT(S), ARE HEREBY EXCLUDED AND DISCLAIMED.

9. Liability Limitation.

UNDER NO CIRCUMSTANCES WILL QUANTARA AI AND/OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CUSTOMER’S CLAIMS OR THOSE OF CUSTOMER’S CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCT(S), INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY AND THEN ONLY IF QUANTARA AI HAS DEMONSTRATED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PARTIES AGREE THAT DIRECT DAMAGES SHALL BE DEEMED TO INCLUDE NOT ONLY LOST PROFITS, BUT LOSSES QUANTARA AI SUFFERS AS A RESULT OF THIRD PARTY LAWSUIT ATTRIBUTABLE TO CUSTOMER’S UNAUTHORIZED DISCLOSURE OF THE PRERELEASE PRODUCT(S). SOME STATES DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Termination.

The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until the expiration of the Free Access Period. This License shall terminate when the Free Access Period is terminated by either Party in writing or 45 days from the Effective Date, whichever is first (“Termination Date”). Customer shall indemnify, defend and hold Quantara AI harmless from and against any liability airing out of or related to Customer’s or its agents’ breach of this Agreement. Either Party may terminate this Agreement at any time, with or without cause, upon 303 days prior written notice. Upon expiration or earlier termination of this Agreement, all rights granted to Customer hereunder will cease, and Customer must promptly (i) purge the Product(s) and any related Documentation from all its computer systems, storage media and other files, (ii) destroy the Product(s) and all copies thereof and (iii) deliver to Quantara AI an affidavit sworn under penalty of perjury that certifies that Customer has complied with these termination obligations. This Section 12 and Sections 5, 6, 7, 8, 9, 10 and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Export Restrictions.

The Product(s) and all related technical information, documents and materials are subject to export control laws under the U.S. Export Administration Regulations, the export regulations of other countries, and sanctions programs implemented by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Customer agrees to comply strictly with all such regulations and programs and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Product(s). Without limiting the foregoing, Customer hereby represents and warrants that: (i) Customer is not a restricted party with whom it would be unlawful for Quantara AI to conduct business and Customer shall promptly notify Quantara AI should Customer become such a restricted party; and (ii) Customer is not accessing or using Quantara AI’s Product(s), technology, software, technical data, or services in or from any of the jurisdictions against which the United States maintains comprehensive sanctions, which can be found at https://ofac.treasury.gov/sanctions-programs-and-country-information, and Customer will not do so in the future.

12. Notices and Modifications to Agreement.

All notices or approvals required or permitted under this Agreement must be given in writing. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by Quantara AI. This Agreement will bind Customer’s successors-in-interest.

13. Governing Law and Venue.

All matters relating to this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware. Customer consents to the exclusive venue of the state or federal courts located in the State of Idaho, Ada County, for any disputes arising out of this Agreement. Customer agrees that any litigation commenced in any other venue shall be transferred to Idaho. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.

14.Partial Invalidity.

In the event of any inconsistency between this Agreement and any other related Agreement between Quantara AI and you, the terms of this Agreement will prevail with regard to Product(s) provided under this Agreement. The undersigned represent that they are duly authorized signatories of their respective Companies.

15. Assignment.

Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Quantara AI. Any purported assignment, transfer, or delegation in violation of this Section is null and void.

16. Responsibilities of Customer

This Agreement, including Schedule One, Quantara AI’s Terms of Use, and Privacy Policy, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

Executed by the parties as of the Effective Date.