END-USER LICENSE AGREEMENT

IMPORTANT: Please read this Agreement carefully before using the Software.

END-USER LICENSE AGREEMENT

This Agreement was last updated on November 6, 2025.

This End-User License Agreement (“EULA”, together with any Order Forms, attachments, supplements, addenda and exhibits, collectively the “Agreement”), form an agreement between the customer (such customer, the “Licensee”) accessing, downloading, installing or otherwise using the Software and Quantum Bridge Technologies Inc. (“Quantum Bridge”), the supplier of the Software. This Agreement is entered into on the earlier of the date Licensee first uses any part of the Software and the date Licensee agrees to be bound by this Agreement (the “Effective Date”). Quantum Bridge and Licensee will be referred to together as the “Parties” and each a “Party”.

This Agreement sets forth the terms and conditions that govern license of the Quantum Bridge Offering.  

BY USING THE SOFTWARE (INCLUDING THE WEBSITE), LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(c). IF LICENSEE DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, LICENSEE WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SOFTWARE. LICENSEE REPRESENTS AND WARRANTS TO QUANTUM BRIDGE THAT LICENSEE HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF LICENSEE IS USING THE SOFTWARE ON BEHALF OF ANOTHER PERSON, LICENSEE HEREBY REPRESENTS AND WARRANTS TO QUANTUM BRIDGE THAT LICENSEE HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions. Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

1. “Account Information” means BCI for limited system/usage data for: (i) license verification and compliance; (ii) support and troubleshooting; or (iii) improvement of product performance and security.

2. “Add-On Services” has the meaning in Section 5.

3. “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
4. “Aggregated Data” has the meaning in Section 7(b).
5. “Agreement” has the meaning in the preamble.
6. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
7. “BCI” means Licensee’s and its Permitted Users’ names, work titles, work phone numbers, and work email addresses associated with Licensee’s account or licensing of the Software.
8. “Change Control Process” has the meaning in Section 4(d).
9. “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
10. “Confidential Information” has the meaning in Section 6(a).
11. “Deliverables” means the work product, data, milestones, and customizations, deliverables or other items developed, generated, created or otherwise delivered by Quantum Bridge or any of its personnel, either alone or in collaboration with others, in connection with Professional Services under any applicable Order Form.
12. “Delivery” has the meaning in Section 2(e).
13. “Discloser” has the meaning in Section 6(a).
14. “Quantum Bridge Indemnitee” has the meaning in Section 9(b).
15. “Quantum Bridge Property” has the meaning in Section 7(a).
16. “Documentation” means Quantum Bridge’s user manuals, handbooks, and installation guides relating to the Software that Quantum Bridge provides or makes available to Licensee in any form or medium and which describes the functionality, components, features or require.
17. “Effective Date” has the meaning in the preamble.
18. “Feedback” has the meaning in Section 7(c).
19. “Fees” has the meaning in Section 5.
20. “Governmental or Regulatory Authority” means any national, provincial, federal, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
21. “High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; (ii) high risk of economic harm; or (iii) high risk government decision making.
22. “Indemnitee” has the meaning in Section 9(c).
23. “Indemnitor” has the meaning in Section 9(c).
24. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
25. “License” means the Trial License and Term License.
26. “License Start Date” has the meaning in Order Form and if no such date is stated means the date on which the Licensee accesses, downloads, installs or otherwise using the Software.
27. “Licensee Data” means any data (other than Aggregated Data), information, content, records, and files that the Licensee (or any of the Permitted Users) loads or enters into, transmits to, or makes available to the Software.

28. “Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
29. “Modifications” means modifications, improvements, customizations, patches, bug fixes, Updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, “Modified” and “Modify” has a corresponding meaning.
30. “New Product” means any new product that Quantum Bridge may from time to time introduce and market generally as a distinct licensed product and which Quantum Bridge may make available to Licensee at an additional cost under a separate written agreement.
31. “Open-Source Components” means any software component that is subject to any open-source copyright licence agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction, or licence agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
32. “Open-Source License” has the meaning in Section 3(b)(ii).
33. “Order Form” means quote, or other written or online ordering document, issued by Quantum Bridge or a Reseller, which has been agreed to by Licensee by means of signature, issuance of a purchase order, or, if applicable, online acceptance.  Licensee’s use of any Software procured through a Reseller will be subject to the terms of this Agreement.
34. “Permitted Assignment” has the meaning in Section 12(h).
35. “Permitted Use” means those usage rights as set forth in the Order Form and where not so set out, Licensee is only permitted to use the Subscription Services for Licensee’s internal use for the Subscription Term.
36. “Permitted User” means an employee of Licensee or any third party user or third party providers authorized to access Software and/or to receive Licensee Data by Licensee, (i) in writing, (ii) through the Software or Services’ security designation, or (iii) by system integration or other data exchange process.
37. “Person” means an individual, corporation, unlimited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.

38. “Personal Information” means information about an identifiable individual that is transferred by Licensee or its Permitted Users to Quantum Bridge in performance of or pursuant to the Agreement.
39. “Professional Services” means the consulting, training and other professional services described in an Order Form. The term “Professional Services” does not include Subscription Services.
40. “Prohibited Data” means any Personal Information other than Account Information.
41. “Publicity” has the meaning in Section 6(f).
42. “Quantum Bridge Offering” means the Subscription Services and Professional Services, collectively, and any part of them. The term “Quantum Bridge Offering” does not include Third-Party Products.
43. “Quantum Bridge Property” has the meaning set out in Section 7(a).
44. “Recipient” has the meaning in Section 6(a).
45. “Reseller” means a Quantum Bridge-authorized reseller of the Software and Services (if applicable).
46. “Services” means the Professional Services and Support Services, collectively, and any part of them. 
47. “Software” means the Quantum Bridge’s proprietary software product described in Order Form, including any Updates provided to Licensee pursuant to this Agreement. The term “Software” does not include any Services or Third-Party Products.
48. “Subscription Services” means the provision of the Software, Add-On Services (if applicable) and Support Services (if set forth in an applicable Order Form), collectively, and any part of them.
49. “Subscription Term” means the limited period of time, commencing from the License Start Date, during which Licensee is entitled to access and use the Software, as set forth in the applicable Order Form.
50. “Support Services” means the support services for the Software if set forth in an applicable Order Form. The term “Support Services” does not include any Software and does not include any support provided by any Reseller.
51. “Term License” means the Subscription Term.

52. “Territory” has the meaning in Order Form.
53. “Third Party Licensed Technology” means third party technology that is licensed under separate license terms and not under this Agreement and which may include Open-Source Components.
54. “Third-Party Products” means Third Party Licensed Technology, Open-Source Components or any other third party products.
55. “Trial License” has the meaning in Section 2(a)(ii).
56. “Trial Period” has the meaning in Order Form.
57. “Updates” means any update, upgrade, release, or other adaptation or Modification of the Software, including any updated Documentation, that Quantum Bridge may provide to Licensee from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software. The term “Updates” does not include any New Product.

58. “Web-Portal” means the Quantum Bridge website portal.

2. Licence.

59. Licence Grant.

1. Subject to and conditioned on Licensee’s payment of Fees and compliance with all the terms and conditions of this Agreement, commencing from the License Start Date, Quantum Bridge hereby grants Licensee a revocable, limited, non-exclusive, non-sublicenseable (except for access and use by Permitted Users as provided in this Section 2(a)), and non-transferable licence during the Subscription Term to: (i) allow Licensee and its Permitted Users to use the Software solely for the Permitted Use in the Territory and subject to other limits set forth in Order Form; and (ii) allow Licensee and its Permitted Users to use and make a reasonable number of copies of the Documentation solely for the Permitted Use, in connection with Licensee’s use of the Software (the “Term License”). Any copies of the Software or Documentation: (x) remains or Modifications to the Software and Documentation are Quantum Bridge’s exclusive property; (y) is subject to the terms and conditions of this Agreement; and (z) must include all copyright or other proprietary rights notices contained in the original. 
2. Subject to and conditioned on Licensee’s payment of Fees (if applicable) and compliance with all the terms and conditions of this Agreement, if a Trial Period is specified in Order Form, Quantum Bridge hereby grants Licensee a revocable, limited, non-exclusive, non-sublicenseable (except for access and use by Permitted Users as provided in this Section 2(a)), and non-transferable licence during the Trial Period to: (i) allow Licensee and its Permitted Users to use the Software solely for the Permitted Use and subject to other limits set forth in Order Form (the “ Trial License”). The Trial License continues until the earlier of: (i) the License Start Date; or (ii) termination of this Agreement during the Trial Period by Quantum Bridge in its sole discretion. Licensee agrees that Quantum Bridge, in its sole discretion and for any or no reason, may terminate this Agreement, Order Forms and Trial License during the Trial Period. Licensee agrees that such termination by Quantum Bridge may be without prior notice, and Licensee agrees that Quantum Bridge will not be liable to Licensee or any Person for such termination. WITHOUT LIMITNG ANY DISCLAIMERS IN THIS AGREEMENT, NOTWITHSTANDING THE “WARRANTIES;” SECTION AND “QUANTUM BRIDGE INDEMNIFICATION” SECTION BELOW, DURING THE TRIAL PERIOD THE SUBSCRIPTON SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND QUANTUM BRIDGE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SUBSCRIPTON SERVICES FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE QUANTUM BRIDGE’S LIABILITY WITH RESPECT TO THE SUBSCRIPTON SERVICES PROVIDED DURING THE TRIAL PERIOD SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, QUANTUM BRIDGE, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO LICENSEE THAT: (I) LICENSEE’S USE OF THE SUBSCRIPTON SERVICES DURING THE TRIAL PERIOD WILL MEET LICENSEE’S REQUIREMENTS; (II) LICENSEE’S USE OF THE SUBSCRIPTON SERVICES DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (III) DATA PROVIDED DURING THE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATIONS OF LIABILITY” SECTION BELOW, LICENSEE SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO QUANTUM BRIDGE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF LICENSEE’S USE OF THE SUBSCRIPTON SERVICES OR ANY OTHER QUANTUM BRIDGE PROPERTY DURING THE TRIAL PERIOD, ANY BREACH BY LICENSEE OF THIS AGREEMENT AND ANY OF LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER. LICENSEE SHALL REVIEW THE APPLICABLE DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SUBSCRIPTON SERVICES BEFORE MAKING A PURCHASE.

60.  Use Restrictions. Licensee will not use the Subscription Services for any purposes beyond the scope of the License granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee will not at any time, directly or indirectly or permit any Person, including Permitted Users, to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Software or results provided in connection with the Subscription Services; (ii) write or develop any program based upon the Software or any portion of any of the foregoing, or otherwise use the Software in any manner for the purpose of developing, distributing or making available products or services that compete with the Software; (iii) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Software or any rights to any of the foregoing; (iv) permit the Software to be accessed or used by any Persons other than Licensee and Permitted Users accessing or using the Software in accordance with the Documentation and the Agreement; (v) alter or remove any trademarks or proprietary notices contained in or on the Software; (vi) circumvent or otherwise interfere with any authentication or security measures of the Software or otherwise interfere with or disrupt the integrity or performance of the foregoing; (vii) bypass, disable, or interfere with the Software’s license enforcement or security features; (viii) use the Subscription Services for any High Risk Activities; (ix) copy (except as expressly permitted in this Agreement) or Modify any Quantum Bridge Property; (x) use, download or access any Quantum Bridge Property for purposes of benchmarking or competitive analysis of the Quantum Bridge Property; (xi) use, download or access the Quantum Bridge Property for the purpose of building a similar or competitive product or service; (xii) remove or obscure any proprietary notices or labels on the Quantum Bridge Property, including brand, copyright, trademark and patent or patent pending notices;  (xiii) perform any vulnerability, penetration or similar testing of the Quantum Bridge Offering; or (xiv)  otherwise use the Subscription Services or any other Quantum Bridge Property for any purpose other than the Permitted Use or except as expressly permitted hereunder.
61. Licensee Responsibilities. Without limiting the generality of the foregoing, Licensee is responsible for ensuring that none of the Permitted Users bring or maintain any Claim against Quantum Bridge, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Licensee will be liable for any breach by a Permitted User of this Agreement.
62. Reservation of Rights. Quantum Bridge reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any Intellectual Property Rights or other right, title, or interest in or to the Software.

63. Delivery. Quantum Bridge (or the Reseller) shall deliver the Software electronically to Licensee or as otherwise set forth in the applicable Order Form (the “Delivery”).

64. Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Licensee acknowledges and agrees that: (i) Quantum Bridge may use these and other lawful measures to verify Licensee’s compliance with the terms of this Agreement and enforce Quantum Bridge’s rights, including all Intellectual Property Rights, in and to the Software; and (ii) Quantum Bridge may deny any Person access to, or use of, the Software, if Quantum Bridge, in its reasonable discretion, believes that Person’s use of the Software would violate any provision of this Agreement, regardless of whether Licensee designated that Person as an Permitted User.

3. Licensee Responsibilities; Third-Party Products. 

65. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee will make all Permitted Users aware of this Agreement provisions and shall cause Permitted Users to comply with the terms and conditions of this Agreement.

66. Third-Party Products.

1. Third Party Licensed Technology. If the Software contains or requires the use of Third Party Licensed Technology, Licensee will accept and comply with the license terms applicable to such Third Party Licensed Technology. If Licensee does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Licensee should not install, access, or use such Third Party Licensed Technology. Any acquisition by Licensee of Third Party Licensed Technology, and any exchange of data between Licensee and any such provider of Third Party Licensed Technology is solely between Licensee and the applicable Third Party Licensed Technology provider. Quantum Bridge does not warrant or support Third Party Licensed Technology, even if they are designated by Quantum Bridge as “certified” or otherwise recommended. Quantum Bridge cannot guarantee the continued availability of Third Party Licensed Technology features, and may cease providing them without entitling Licensee to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Licensed Technology ceases to make the Third Party Licensed Technology available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Quantum Bridge. Quantum Bridge is not responsible for any disclosure, modification or deletion of Licensee Data resulting from access to Licensee Data by such Third Party Licensed Technology or their providers.
2. Open-Source Licences. The Software includes Open-Source Components licensed under applicable open-source licenses (each, an “Open-Source Licence”). Licensee understands and acknowledges that such Open-Source Components are not licensed to Licensee pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or licence. Any use of the Open-Source Components by Licensee, shall be governed by, and subject to, the terms and conditions of the Open-Source Licence(s).

4. Services.

1. Quantum Bridge may provide Updates, bug fixes, or new versions at its discretion. Licensee accepts all patches, bug fixes and Updates made by or on behalf of Quantum Bridge to the Software or other applicable Quantum Bridge Property.
2. Support Services. Support Services, if any, for Licensees who directly purchase a license to the Software from Quantum Bridge, are described in the applicable Order Form. For clarity, Licensee acknowledges and agrees that the Support Services are provided solely with respect to the Software, purchased directly from Quantum Bridge (including via the Web-Portal) and not for any purchases from a Reseller.
3. Reseller’s support. Support, if any, for Licensees who purchase the license to the Software from a Reseller, are described in the applicable agreement between such Licensee and the Reseller.
4. Professional Services. If and to the extent set forth in an Order Form agreed by Quantum Bridge, Quantum Bridge will use commercially reasonable efforts to perform the Professional Services, set out in an applicable Order Form. Licensee acknowledges that Quantum Bridge’s ability to provide the Professional Services is dependent upon the cooperation of and assistance from Licensee. Licensee will cooperate with Quantum Bridge in the performance of the Professional Services and in the development of the Deliverables, including by providing access (whether onsite or remotely) to Licensee’s personnel, systems, equipment, or communications facilities, as set out in the applicable Order Form (“Licensee Dependencies”). If Licensee has not performed the mutually agreed Licensee Dependencies including providing all necessary cooperation or information to Quantum Bridge, or Quantum Bridge is otherwise denied or delayed access or information by Licensee, then Quantum Bridge will be excused, without liability, from performing any further Professional Services. Without limiting the foregoing, if Quantum Bridge’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Licensee, any of its personnel, agents, subcontractors, consultants, or employees, Quantum Bridge shall not be deemed in breach of its obligations under this Agreement, including its obligations to meet applicable milestones, or otherwise liable for any costs, charges, or Losses sustained or incurred by Licensee, in each case, to the extent arising directly from such prevention or delay. Changes to the Professional Services will be subject to the mutual agreement of the Parties. Within ten (10) days of receiving notice from Licensee of a proposed change, Quantum Bridge will provide Licensee with a written statement of the estimated hours required (or fixed price if requested by Licensee) to complete the change and any proposed price increase or decrease that would result from the proposed change, including justification. Quantum Bridge may propose changes to the Professional Services to Licensee in writing, including a justification of the change, the estimated hours required (or fixed price if applicable) to complete the change and any proposed price increase or decrease that would result from the proposed change. Upon execution by both Parties of an amended Order Form, Quantum Bridge shall proceed in accordance with the change. The foregoing process shall be known as the “Change Control Process.” For clarity, Quantum Bridge is not responsible for Reseller-branded professional services that Licensee may procure from a Reseller directly.

5. Ordering; Fees and Payment.

1. Ordering. Unless otherwise agreed to in writing, the terms of the Order Form and this Agreement, of which it is a part, shall govern the use and provision of the Quantum Bridge Offering. This shall include any purchase(s) made from a Reseller. The purchase of Quantum Bridge Offering may take place through: (i) the Web-Portal; (ii) a Reseller, or (iii) entering into an Order Form. Such Order Form shall be executed by representatives of each Licensee and Quantum Bridge (or Reseller) that have the authority to enter into agreements. In the event the Quantum Bridge Offering are purchased via the Web-Portal, or a Reseller, Licensee shall be required to enter into and agree to this Agreement. Quantum Bridge’s obligations to Licensee shall at all times be those set forth in this Agreement. Unless otherwise specifically stated herein, reference(s) to Order Form(s) within this Agreement shall include Licensee purchases via the Web-Portal. For any Order Forms placed through a Reseller, Licensee acknowledges and agrees that: (i) Quantum Bridge may share information with such Reseller related to Licensee’s use and consumption of the Software for account management and billing purposes; and (ii) Reseller is not authorized to make any changes to this Agreement or to make any commitments of any kind on behalf of Quantum Bridge.
2. Fees. If Licensee is purchasing the Software or Services via a Reseller, then all pricing and payment terms will be determined by and between Licensee and such Reseller.  If Licensee is purchasing the Quantum Bridge Offering, directly from Quantum Bridge, Licensee will pay to Quantum Bridge (or the Quantum Bridge’s Affiliate identified in the applicable Order Form) the fees described in the applicable Order Form (the “Fees”).  Unless otherwise noted on an Order Form: (i) all Fees identified are in United States dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term. If Licensee’s use of the Quantum Bridge Offering exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional Fees (pursuant to the terms of this Agreement), Licensee will be billed for such usage (by Quantum Bridge or Reseller) and Licensee will pay such additional Fees.
3. Add-On Services. During the Subscription Term, Licensee may, subject to this Agreement, activate, purchase or use Add-On Services. “Add-On Services” are additional units, or additional Quantum Bridge Offerings, in excess of those that have been purchased. Add-On Services shall be co-termed to the underlying Subscription Term.
4. Payment Term. Unless otherwise agreed to in writing Quantum Bridge all Fees: (i) stated in an Order Form shall be due and payable, net thirty (30) days upon Licensee’s receipt of invoice; and (ii) stated in the Web-Portal purchases shall be due and payable immediately.
5. Disputed Fees. If Licensee believes Quantum Bridge has charged or invoiced Licensee incorrectly, Licensee must contact Quantum Bridge no later than 30 days after having been charged by Quantum Bridge or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Licensee will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
6. Late Payment. Except as provided in Section 5(e), Licensee may not withhold or setoff any amounts due under this Agreement.  Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Licensee has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, Quantum Bridge reserves the right to may in its discretion, without limiting any of its other rights or remedies under this Agreement, or at law or in equity: (i) suspend Licensee’s access to and provision of the Quantum Bridge Offering until all due and undisputed amounts are paid in full; or (ii) terminate this Agreement on immediate written notice to Licensee from Quantum Bridge (or Reseller).  
7. Changes to Fees. For licenses purchased directly from Quantum Bridge, Quantum Bridge reserves the right to change the Fees and institute new charges upon providing prior written notice to Licensee.
8. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Licensee will be responsible for and pay all applicable taxes, duties, custom fees, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Quantum Bridge. Licensee will be invoiced for such taxes in addition to the Fees stated on the Order Form, unless Licensee provides a valid tax exemption certificate. Licensee will provide a valid tax exemption certificate to Quantum Bridge in writing and in advance of the execution of an Order Form.
9. Suspension. Any suspension of the Quantum Bridge Offering by Quantum Bridge pursuant to the terms of this Agreement will not excuse Licensee from its obligation to make payments under this Agreement.
10. Third-Party Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Licensee. Licensee may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using Software and any components thereof, Licensee must have all applicable such third-party payment processor’s terms and conditions in effect. By using Software or any component thereof, Licensee acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.

6. Confidential Information.

1. Definitions. For the purposes of this Agreement, a Party or its Affiliates, customers, licensees, employees, licensors or suppliers receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Quantum Bridge, any of its service providers, licensors, licensees, or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, past, present or future licensees, suppliers, technology or business, Quantum Bridge Property, this Agreement and where Discloser is Licensee, Licensee’s Confidential Information includes Licensee Data. Notwithstanding the foregoing, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not:

1. not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own employees (if Recipient is Licensee), or its and its Affiliates’ employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is Quantum Bridge), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
2. not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
3. not alter or remove from any Confidential Information of Discloser any proprietary legend; and
4. maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.

3. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Quantum Bridge, to potential assignees, acquirers or successors of Quantum Bridge if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Quantum Bridge.
4. Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 6 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 6 and to the specific enforcement of the terms of this Section 6, in addition to any other remedy to which Discloser would be entitled.
5. Return of Confidential Information. Upon the termination or expiration of this Agreement, each Party will promptly return all Confidential Information to the other Party or destroy all Confidential Information of the other Party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, Quantum Bridge may retain any: (i) electronically archived Licensee’s Confidential Information; (ii) Confidential Information of Licensee that Quantum Bridge required to enforce or exercise its rights under this Agreement; or (iii)   Confidential Information of Licensee that Quantum Bridge is required to retain under Applicable Law, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
6. Publicity. Notwithstanding any other term of this Agreement, Quantum Bridge may with the prior written consent (email will suffice) of Licensee, refer to Licensee as a customer of Quantum Bridge in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on Quantum Bridge’s website and other online channels (collectively, “Publicity”), without notice to or prior written consent of Licensee. Quantum Bridge may use Licensee’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the applicable Quantum Bridge Property provided to Licensee and any testimonials received from Licensee in any such Publicity. Where Licensee provides its consent to Quantum Bridge pursuant to this Section, Licensee grants Quantum Bridge a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and sublicensable license to use its logo and trademarks in connection with any Publicity. Licensee will not use Quantum Bridge’s name, logos and trademarks without the prior written consent of Quantum Bridge. Quantum Bridge may withdraw its consent to such use at any time and in such case, the Licensee will use reasonable efforts to remove the name, logos and trademarks from its website and in the next printing of any printing materials.

7. Intellectual Property Ownership; Feedback.

7. Quantum Bridge Property. Quantum Bridge or its licensors retain and own all right, title, and interest, including all Intellectual Property Rights, in and to the Quantum Bridge Offering, New Product, Aggregated Data, Quantum Bridge’s Confidential Information, anything developed by Quantum Bridge or delivered to Licensee or Permitted Users under this Agreement including reports and Deliverables, and any Modifications to the foregoing (collectively “Quantum Bridge Property”). Licensee hereby unconditionally, in perpetuity, and irrevocably assigns to Quantum Bridge or Quantum Bridge’s designee, its entire right, title, and interest in and to any Intellectual Property Rights that Licensee may now or hereafter have in or relating to the Quantum Bridge Property (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment, or otherwise. Licensee will cause all its personnel, all authors and any other personnel of Licensee to irrevocably, unconditionally and in perpetuity waive, for the benefit of Quantum Bridge and its respective successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to Software, Documentation and any other Quantum Bridge Property. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Quantum Bridge Property.

8. Licensee Data. Licensee retains all ownership and Intellectual Property Rights in and to Licensee Data. Licensee hereby grants to Quantum Bridge and its Affiliates: (i) for the Term, a nonexclusive, worldwide, royalty-free, revocable, sublicensable, transferable, and fully paid-up license to access, collect, use, process, store, disclose, and transmit Licensee Data to provide the Services and improve the Services; and (ii) a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable, transferable, and fully paid-up license to access, collect, use, process, store, disclose, and transmit Licensee Data to produce or generate data, information, or other materials about Licensee’s and Permitted Users’ use of the Services, that are not identified as relating to a particular individual or company, are anonymized such that they cannot reasonably be re-identified by Quantum Bridge, and do not contain any Personal Information, or identify any Permitted Users of Licensee or Licensee (such data, information, and materials, the “Aggregated Data”). Quantum Bridge may use, process, store, disclose, and transmit the Aggregated Data for the sole purpose of: (x) developing and enhancing the Quantum Bridge Property and for other development, diagnostic and corrective purposes in connection with Quantum Bridge’s business; and (y) producing data, information, or other materials that are not identified as relating to a particular individual or company for development and other purposes related to its business. Quantum Bridge is free to use Aggregated Data for the purposes described in this Section 7(b), provided that in all use instances Quantum Bridge does not attempt to re-identify the identity of any individual or the Licensee, as applicable, as the source of such Aggregated Data.
9. Feedback. To the extent that Licensee or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Services to Quantum Bridge (“Feedback”), Licensee acknowledges and agrees that:

1. the Feedback does not contain confidential or proprietary information and Quantum Bridge is not under any obligation of confidentiality with respect to the Feedback; and
2. Quantum Bridge will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Licensee for such use.

8. Warranties and Disclaimers.

10. Limited Warranty. Subject to the limitations and conditions set forth in Section 8(b), Quantum Bridge warrants that: (i) the Software will perform materially as described in the Documentation; and (ii) at the time of Delivery, the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND QUANTUM BRIDGE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

11. Warranty Exclusions. The limited warranties set forth in Section 8(a) apply only if Licensee: (i) notifies Quantum Bridge in writing of the warranty breach; (ii) has promptly installed all Updates to the Software that Quantum Bridge previously made available to Licensee; and (iii) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all licence Fees then due and owing). The limited warranties set forth in Section 8(a) do not apply to problems arising out of or relating to:

1. Software, or the media on which it is provided, that is Modified or damaged by Licensee or its Permitted Users;
2. any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee’s use in the Documentation, unless otherwise expressly permitted by Quantum Bridge in writing;
3. Licensee’s or any third party’s negligence, abuse, misapplication, or misuse of the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Quantum Bridge in writing;
4. Licensee’s failure to promptly install all Updates that Quantum Bridge has previously made available to Licensee;
5. the operation of, or access to, Licensee’s or a third party’s system or network;
6. Licensee’s failure to provide or comply with the Licensee Dependencies;
7. any Third-Party Products, beta software, software that Quantum Bridge makes available for testing or demonstration purposes, temporary software modules, or software for which Quantum Bridge does not receive a licence fee;
8. Licensee’s breach of any provision of this Agreement; or
9. any other circumstances or causes outside of the reasonable control of Quantum Bridge (including abnormal physical or electrical stress).

12. If, during the period specified in Section 8(a), any Software fails to comply with the warranty in Section 8(a), and such failure is not excluded from warranty pursuant to Section 8(b), Quantum Bridge will, subject to Licensee’s promptly notifying Quantum Bridge in writing of such failure, at its sole option, either: (i) repair or replace the Software, provided that Licensee provides Quantum Bridge with all information Quantum Bridge requests to resolve the reported failure, including sufficient information to enable the Quantum Bridge to recreate such failure. If Quantum Bridge repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from Licensee’s receipt of the repair or replacement; or (ii) terminate this Agreement and, provided that Licensee fully complies with of its post-termination obligations as set forth in Section 11(c), promptly refund to Licensee, on a pro rata basis, the share of any licence Fees prepaid by Licensee for the future portion of the Subscription Term that would have remained but for such termination. THE REMEDIES SET FORTH IN THIS SECTION 8(c) ARE LICENSEE’S SOLE AND EXCLUSIVE REMEDIES AND QUANTUM BRIDGE’S SOLE LIABILITY UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 8(a).

13. Licensee Warranties. Licensee represents and warrants to, and covenants with Quantum Bridge that:

1. Licensee has full power and all necessary rights to enter into this Agreement;
2. Licensee’s and its Permitted Users’ use of Software and Documentation will at all times comply with all Applicable Laws applicable to Licensee and Permitted Users and will not cause Quantum Bridge to be non-compliant with any Applicable Laws;
3. Licensee and Permitted Users shall use the Software and Documentation only in compliance with this Agreement;
4. without limiting Section 8(d)(v), Licensee has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Licensee Data (including Personal Information) for Quantum Bridge to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and shall inform Quantum Bridge immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon;
5. Licensee will not provide any Prohibited Data to Quantum Bridge;
6. Licensee will not permit any Permitted User to access and use the Services from Russia, China, or any country: (A) subject to any embargo or sanction by the United States or Canada (collectively, the “Embargoed Countries”); or (B) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, Canada control lists or any other restricted party lists; and
7. Licensee will comply with Section 12(i) (Export Restrictions).

14. DISCLAIMERS. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(A), THE QUANTUM BRIDGE OFFERING AND DOCUMENTATION ARE PROVIDED “AS IS” AND QUANTUM BRIDGE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(A), QUANTUM BRIDGE MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE QUANTUM BRIDGE OFFERING AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QUANTUM BRIDGE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT (I) THE QUANTUM BRIDGE OFFERING OR DOCUMENTATION WILL MEET THE LICENSEE’S REQUIREMENTS; (II) THE QUANTUM BRIDGE OFFERING OR DOCUMENTATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) ANY PRODUCT, TECHNOLOGY, SERVICE, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY THE LICENSEE THROUGH THE QUANTUM BRIDGE OFFERING OR DOCUMENTATION PROVIDED BY QUANTUM BRIDGE WILL MEET THE LICENSEE’S EXPECTATIONS OR BE OF A CERTAIN QUALITY.  QUANTUM BRIDGE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO LICENSEE IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE, OTHER QUANTUM BRIDGE PROPERTY (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY LICENSEE FOR ANY PURPOSE WHATSOEVER.  QUANTUM BRIDGE SHALL HAVE NO LIABILITY FOR ANY ISSUES WITH ANY HARDWARE, EQUIPMENT OR DAMAGES OR LOSSES TO ANY PERSON OR LICENSEE ARISING FROM CHANGES IN OR TO LICENSEE’S EQUIPMENT, PARTS, HARDWARE OR PREMISES. LICENSEE UNDERSTANDS THAT THE NATURE OF THE QUANTUM BRIDGE OFFERING AND OTHER QUANTUM BRIDGE PROPERTY IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, LICENSEE AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS PERMITTED USERS, USERS OR ITS CLIENTS TO INDEPENDENTLY VALIDATE THE RESULTS OF THE SOFTWARE OR OTHER QUANTUM BRIDGE PROPERTY, INCLUDING ALL OUTPUTS, BEFORE RELYING ON ANY RESULTS AND OUTPUTS AND WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND OUTPUTS WITH UNDERSTANDS SUCH LIMITATIONS.  LICENSEE AND ITS PERMITTED USERS ARE RESPONSIBLE FOR INTERACTIONS WITH OTHER LICENSEES OR USERS OF THE SOFTWARE OR ANY OTHER QUANTUM BRIDGE PROPERTY AND FOR ANY PERMISSIONS TO SHARE ANY LICENSEE DATA WITH OTHER LICENSEES OR USERS THAT THEY AUTHORIZE QUANTUM BRIDGE TO SHARE VIA THE SOFTWARE OR ANY OTHER QUANTUM BRIDGE PROPERTY.

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9. Indemnification.

15. Quantum Bridge Indemnification.

8. Quantum Bridge will indemnify, defend, and hold harmless Licensee from and against any and all Losses incurred by Licensee arising out of or relating to any Claims by a third party (other than an Affiliate of Licensee) that arise from or relate to any allegation that the Software infringes any third-party Intellectual Property Right. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (i) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Quantum Bridge or authorized by Quantum Bridge in writing; (ii) Modifications to the Software not made by Quantum Bridge; (iii) use of any version other than the most current version of the Software, Deliverables or Documentation delivered to Licensee; (iv) Licensee’s indemnities in Section 9(b); or (v) Third-Party Products. THIS SECTION 9(A) IS QUANTUM BRIDGE’S SOLE AND EXCLUSIVE LIABILITY, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
9. If the Software is, or in Quantum Bridge’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Licensee’s use of any Software is enjoined or threatened to be enjoined, Quantum Bridge may, at its option and sole cost and expense:

1. obtain the right for Licensee to continue to use the affected Software materially as contemplated by this Agreement;
2. Modify or replace Software, in whole or in part, to seek to make the Software (as so Modified or replaced) non-infringing, in which case such Modifications or replacements will constitute Software under this Agreement; or
3. if Quantum Bridge determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Quantum Bridge and Quantum Bridge’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any Software that were to be provided after the effective date of termination. 

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

16. Licensee Indemnification. Licensee will indemnify, defend, and hold harmless Quantum Bridge and its Affiliates, and their respective employees, officers, directors, agents, contractors, successors, and assigns (each a “Quantum Bridge Indemnitee”) from and against any Losses incurred by a Quantum Bridge Indemnitee resulting from any Claim by a third party that arise from or relate to: (i) Licensee Data; (ii) Licensee’s business operations or Licensee’s or any Third-Party Products; (iii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iv) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Quantum Bridge or authorized by Quantum Bridge in writing; (v) Licensee’s breach of Sections 2(b), 3(a), 8(d) or 12(i); or (vi) Modifications to the Software by Licensee or Permitted Users.

17. Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 9. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9(c) will not relieve the Indemnitor of its indemnity obligations under this Section except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

10. Limitations of Liability.

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

18. AMOUNT. SUBJECT TO SECTION 10(C), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF QUANTUM BRIDGE OR LICENSEE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY LICENSEE TO QUANTUM BRIDGE FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL QUANTUM BRIDGE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
19. TYPE. SUBJECT TO SECTION 10(C), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL QUANTUM BRIDGE BE LIABLE TO LICENSEE OR ANY OF ITS PERMITTED USERS OR WILL LICENSEE BE LIABLE TO QUANTUM BRIDGE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
20. EXCLUSIONS. SECTIONS 10(a) AND 10(b) WILL NOT APPLY TO: (I) QUANTUM BRIDGE’S OBLIGATIONS AND LIABILITY UNDER SECTIONS 9(A)(I) (QUANTUM BRIDGE INDEMINFICATION); (II) LICENSEE’S OBLIGATIONS AND LIABILITY UNDER SECTION 9(B) (LICENSEE INDEMNIFICATIN); (III) LICENSEE’S LIABILITY ARISING FROM A BREACH OF SECTION 2(b)( USE RESTRICTIONS), 8(d) (LICENSEE WARRANTY) AND 12(i) (EXPORT RESTRICTIONS); (IV) LICENSEE’S PAYMENT OBLIGATIONS; (V) EITHER PARTY’S LIABILITY FOR A BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION) (PROVIDED THAT QUANTUM BRIDGE’S TOTAL AGGREGATE LIABILITY FOR QUATUM BRIDGE’S BREACH OF SECTION 6 RESULTING IN THE ACTUAL THEFT, LOSS OR UNAUTHORIZED ACCESS, USE OR DISCLOSURE OF LICENSEE’S PERSONAL INFORMATION WILL BE LIMITED TO THE LIABILITY CAP IN SECTION 10(a) ABOVE); AND (VI) EITHER PARTY’S LIABILITY ARISING FROM ITS GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT.

11. Term and Termination.

1. Term; Subscription Term.  

1. This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms (“Term”).  If there is no Order Form currently in effect, Quantum Bridge may terminate this Agreement, without liability to Licensee or any other Person, penalties or other amounts of any kind, upon written notice to License.
2. The initial Subscription Term shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, the Subscription Term will automatically renew for additional one (1) year terms, unless either Party (and Reseller, where applicable) gives the other written notice (email acceptable) at least 30 days before the end of the relevant Subscription Term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Quantum Bridge’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 length for any Subscription Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.  

2. Termination for Cause.  Either Party may terminate this Agreement (including all related Order Forms) if the other Party: (i) breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured (including Licensee’s breach of Sections 2(b), 6, 8(d) or 12(i)), such termination will be effective immediately; or (ii) seeks protection under any bankruptcy or similar proceeding and such proceeding is not dismissed within 60 days.   Notwithstanding the foregoing, Quantum Bridge may terminate this Agreement on immediate written notice as provided in this Agreement (including Section 5(f)(ii)).

3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement: (i) the licenses and rights (including any and all Term License and Trial License) granted to Licensee under this Agreement will forthwith terminate, and, without limiting Licensee’s payment and other obligations under this Agreement, Licensee will: (1) immediately stop using (and ensure that Permitted Users immediately stop using) the Software; (2) uninstall and destroy all copies, and (3) certify to Quantum Bridge in writing that the Software and Documentation has been deleted or destroyed; (ii) all Order Forms will terminate and no new Order Forms may be agreed; (iii) all Fees due and payable and any amounts due to Quantum Bridge are immediately due and are to be immediately paid by Licensee to Quantum Bridge. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination, or which contemplates performance or observance subsequent to termination of this Agreement, will survive termination or expiry of this Agreement or any reason: 1 (Definitions), Section 2(b) (Use Restrictions), 5 (Fees and Payment), 6 (Confidential Information), 7 (Intellectual Property Ownership; Feedback), Section 8(e) (Warranty), 9 (Indemnification), 10 (Limitations of Liability), 12 (Miscellaneous) and this Section 11(d).

12. Miscellaneous.

5. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, 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. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Licensee, or in Licensee’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Software or Services; and (ii) do not override or form a part of this Agreement (including any Order Forms). In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, Order Forms and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; (c) third, Order Forms; and (d) fourth, any other documents incorporated herein by reference.

6. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Quantum Bridge, to the following address:

Quantum Bridge Technologies Inc.

Address: 2 Carlton Street, #1811 Toronto, ON M5B 1J3

Attention: Mattia Montagna

Email: contact@qubridge.io

and (ii) if to Licensee, to the current postal or email address that Quantum Bridge has on file with respect to Licensee. Quantum Bridge may change its contact information by posting the new contact information on the Quantum Bridge’s website or by giving notice thereof to Licensee. Licensee is responsible for keeping its contact information on file with Quantum Bridge current at all times during the Term.

7. Amendments and Modifications. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Quantum Bridge may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Licensee 30 days prior notice of such Amendment or posting notice of such Amendment on the Licensee’s website. Unless otherwise indicated by Quantum Bridge, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Licensee or is posted on the Licensee’s website (whichever is the earlier).

8. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

9. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10. Independent Contractors. Quantum Bridge’s relationship to Licensee is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
11. Governing Law. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing: (i) Quantum Bridge may seek remedies to collect unpaid Fees from Licensee; and (ii) the Parties may seek remedies with respect to a violation of its Intellectual Property Rights or Section 6 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

12. Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Licensee or Quantum Bridge without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing: (i) either Party may freely assign this Agreement in its entirety (including all Order Forms), without notice and without the consent of the other Party, to its successor in connection with an amalgamation, merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; and (ii) Quantum Bridge may assign this Agreement to its Affiliates or in connection with a change of control, provided that, in the case of assignment by Licensee, all Fees owed and due have been paid and assignee is not a competitor of Quantum Bridge, and in all case of assignment, the assignee agrees to be bound by all the terms of this Agreement (“Permitted Assignment”). In this case, under such Permitted Assignment, such assignee will have and may exercise all the rights, and will assume all of the obligations, of the assignor under this Agreement, except that the assignment will not release the assignor from liability for assignor’s obligations under this Agreement prior to such assignment. Any attempt by a Party to assign its rights or obligations under this Agreement, other than as permitted by this Section, will be void and of no effect. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

13. Export Restrictions. Neither Licensee nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such Person. Licensee will not allow access to any Quantum Bridge Property other than in accordance with the terms of this Agreement. Licensee will comply with all economic sanctions and export control laws and regulations under Applicable Law that may apply to its access to or use of the Quantum Bridge Property and any Third-Party Products.  Quantum Bridge makes no representation or warranty that the Quantum Bridge Property and any Third-Party Products may be exported without Licensee (or its Permitted Users) first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.

14. Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
15. Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, other than Quantum Bridge’s licensors and the Indemnitees identified in Section 9 or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.
16. Construction.  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
17. English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the Parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.