1. GENERAL

1. 1.1.QpiAI India Private Limited (CIN: U72900KA2019PTC129453), a private company registered under the provisions of the Companies Act, 2013, having its registered office at Hub 1 SEZ Tower, Karle Town Centre, Karle Infra SEZ, Nagavara, Bangalore, Karnataka 560 045 (hereunder referred to as “QpiAI”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).
2. 1.2.QpiAI owns all rights, title and interests in the software being used in conjunction with the solution (“Software”) being provided to you by QpiAI. The user (hereafter referred to as “User”, “you”, “your”, expression shall, unless repugnant to the context or meaning hereof, be deemed to mean and include the authorized representatives, employees, officers and directors of an entity) is desirous of using the Software in conjunction with the solution provided to it by QpiAI for the purposes of the User's business (“Purpose”).
3. 1.3.This End User License Agreement (“EULA”) sets out the terms and conditions under which QpiAI makes available to the User, the Software for the Term. By signing up to use the Software, the User agrees to have read and understood the terms and conditions set out in this EULA and agrees to be bound by this EULA.
4. 1.4.For the purpose of this EULA, wherever the context so requires the “User” and “QpiAI”are hereinafter individually referred to as a “Party” and collectively as “Parties”.

2. DEFINITIONS AND INTERPRETATION

In this EULA, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

2.1. Definitions

1. (a)“Affiliate” means with respect to a Party, any person who: directly or indirectly, Controls, is Controlled by, or is under the common Control with, that Party.
2. (b)“Applicable Laws” means any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, approval from the concerned authority, government resolution, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority having jurisdiction over the matter in question, whether in effect as of the date of this EULA or thereafter, having the force of law.
3. (c)“Business Day” means a day, not being a Saturday or a Sunday or a public holiday, on which banks are open for business in Bangalore.
4. (d)“Confidential Information” means (a) any and all information relating to or contained in the Software, schematics, layout, designs, software, source code or models, if any, or information relating to the performance, capabilities and content of the Software, and (b) any information disclosed previously relating to the subject matter of this EULA or in the future by QpiAI to User, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation: algorithms, business plans, lists of employees and consultants, business practices, pricing information, technical specifications, customer data, customer lists, customer names, design documents, drawings, engineering information, financial statements, analyses, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, intangible portions of products, product plans, research, specifications, “front end views”, simulation, development, test or validation kits and tools, trade secrets or any other information which is designated as “confidential,” “proprietary” or with a similar designation and any information directly or indirectly derived from the foregoing by the User.Information may be deemed Confidential Information if, given the nature of the information and the circumstances under which it was disclosed, such information would reasonably be deemed confidential. Confidential Information may also include information of a third party that is in the possession of QpiAI and is disclosed to the User under this EULA. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by QpiAI; (ii) becomes publicly known and made generally available after disclosure by QpiAI to the User through no action or inaction of the User; (iii) is already in the possession of the User at the time of disclosure by QpiAI as shown by the User's files and records immediately prior to the time of disclosure; (iv) is obtained by the User from a third party lawfully in possession of such information and without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the User without use of or reference to QpiAI's Confidential Information, as shown by documents and other competent evidence in the User's possession. Confidential Information includes, without limitation, all such information disclosed to the User prior to the execution of this EULA. The User acknowledges and agrees that the Confidential Information constitutes valuable trade secrets of QpiAI.
5. (e)“Control” (including the terms “Controlled” by or under common “Control” with) as used with respect to any Party means the direct or indirect beneficial ownership of, or the right to vote in respect of, directly or indirectly, more than 50% (fifty percent) of the voting shares or securities of a Party, the power to control majority of the composition of the board of directors of a Party, and/or the power to create or direct the management or policies of a Party by contract, through any or all of the above, or otherwise.
6. (f)“Cyber Security Incidents” shall mean any incident that results in, or may lead to, unauthorized access to the User's information technology systems as defined under applicable Data Privacy Laws and shall include defacement of website or intrusion into a website and unauthorised changes such as inserting malicious code, links to external websites etc.; malicious code attacks such as those caused by virus / worm / trojan / bots / spyware / ransomware / cryptominers; attack on servers such as database, mail and DNS and network devices such as Routers; identity theft, spoofing and phishing attacks; Denial of Service (DoS) and Distributed Denial of Service (DDoS) attacks; attacks on the Product, User's website and applications; data breaches or data leaks; attacks on Internet of Things (IoT) devices and associated systems, networks, software, servers; attacks or incidents affecting digital payment systems; attacks through fake or malicious mobile applications; attacks or malicious/suspicious activities affecting cloud computing systems/servers/software/applications; and attacks or malicious/suspicious activities affecting systems / servers / software / applications related to artificial intelligence and machine learning.
7. (g)“Data Privacy Laws” shall mean all Applicable Law relating to data protection, data sharing and/or privacy, including but not limited to the Information Technology Act, 2000 and the rules thereunder (as amended from time to time), the Digital Personal Data Protection Act, 2023 (and the rules thereunder) as and when implemented, and similar national, state, province and local statutes or regulations governing the privacy, security or breach of Personal Data.
8. (h)“Effective Date” shall mean the date on which the User agrees to this EULA.
9. (i)“EULA” means this End User License Agreement, the Exhibits hereto, and includes each of them as may be amended from time to time as agreed between the Parties.
10. (j)“Governmental Authority” means any national, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority having or purporting to have jurisdiction over any Party, or other to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization have the force of Applicable Law or any court, tribunal, arbitral or judicial body, or any stock exchange of India or any other country.
11. (k)“Intellectual Property” means a Party's proprietary technology, including websites, software tools, hardware designs, algorithms, software, user interface designs, architecture, documentation, network designs, know-how, and trade secrets, and all intellectual property rights therein and thereto throughout the world (whether owned by such Party or licensed to such Party by a third party).
12. (l)“Materials” shall mean written materials relating to the Software, including but not limited to user manuals, user guides, technical manuals, release notes, and online help files provided by QpiAI, and any other materials prepared in connection with any improvements, modification, correction, or enhancement, and shall include any updated versions of Materials as may be provided by QpiAI from time to time.
13. (m)“Minimum Technical Requirements” means the minimum systems, telecommunications and internet service required to access and use the Software as specified by QpiAI from time to time.
14. (n)“Personal Data” means all information and data of any kind, that is collected from any natural person, including such natural person's: (i) personally identifiable information (e.g., name, address, telephone number, email address, financial account number, and any other data used or intended to be used to identify, contact or locate a natural person) or (ii) Internet Protocol address or other persistent identifier or any other piece of information defined as “sensitive personal information or data” “personally identifiable information”, “personal information”, or “personal data” under Data Privacy Laws.
15. (o)“Personnel” shall, with respect to QpiAI, mean its employees and any contractors and subcontractors engaged by it and their respective employees, and shall, with respect to User, mean its respective employees, representatives, advisors and consultants.
16. (p)“Territory” shall mean India.
17. (q)“Update” means any bug or error fixes, corrections, patches, modifications, enhancements, updates, or any other modification made to the Software.
18. (r)“Upgrades” shall mean a change, modification, new features or functionalities or subsequent release that do not constitute Updates.

2.2. Interpretation

1. (a)In this EULA, any reference to any statute and other legislation shall include statutory instruments, regulations and orders issued under the legislation and, where the context requires: (i) all amendments, re-enactments or consolidations thereof; and (ii) the provisions of any earlier statute or other legislation of which the said reference is itself an amendment, re-enactment or consolidation.
2. (b)Words denoting one gender include all genders.
3. (c)Words denoting the singular include the plural and vice versa.
4. (d)Clauses and paragraph headings are inserted for case of reference only and shall not affect construction.
5. (e)Reference to this EULA or any other agreement, deed or other instrument or document shall be construed as a reference to this EULA, such agreement, deed or other instrument or document as the same may from time to time be amended, varied, supplemented or novated.
6. (f)Reference to the Recital, Clauses, Sub-Clauses and Exhibit are to the recital, clauses, sub-clauses and exhibits of and to this EULA.
7. (g)The words “include”, “including” and “in particular” shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any foregoing words.
8. (h)Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.

3. GRANT OF LICENSE

1. 3.1.In consideration of the fees paid by the User to QpiAI in accordance with the terms of the User's agreement with QpiAI and subject to Clause 6 (Intellectual Property Rights), QpiAI grants to User during the Term of this EULA a limited, non-transferable, non-exclusive, Territory-wide, revocable license to use the Software made available to it, for the Purpose.
2. 3.2.QpiAI may from time to time make general Updates to the Software. QpiAI shall endeavor to provide prior intimation to User for all general Updates and/or Minimum Technical Requirements to continue seamless use of the Solution.
3. 3.3.QpiAI may from time to time, in its sole discretion, offer User the option of subscribing to all applicable Upgrades to the Software, at a cost as intimated by QpiAI to the User from time to time. In the event that User, after mutual agreement with QpiAI, decides to avail any Upgrade, QpiAI shall deliver such Upgrade to the User.
4. 3.4.User acknowledges that quantum computational results are probabilistic. QpiAI does not guarantee specific ‘Quantum Fidelity’ or ‘Quantum Volume’ for any individual execution. System availability is subject to scheduled ‘Calibration Windows,’ which do not constitute Downtime under the Service Level Agreement.
5. 3.5.User acknowledges and agrees that the license granted hereunder is subject to all of the following agreements and restrictions:

1. (a)except as expressly stated herein, no part of the Software or Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
2. (b)User agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Software;
3. (c)subject to Clause 6 (Intellectual Property Rights), User acknowledges and agrees that QpiAI shall own all right, title and interest in and to all Intellectual Property rights in the Software and the Materials and any insights that are gained from the Software (excluding Your Content and the computational results derived therefrom), or its use, or any suggestions, feedback, or recommendations provided by User relating to the Software or the Materials or revealed through observation;
4. (d)unauthorized use, resale or commercial exploitation of any part of the Software or Materials in any way is expressly prohibited;
5. (e)User does not acquire any rights in the Software or Materials, express or implied, other than those expressly granted in this EULA and all rights not expressly granted to User are reserved by QpiAI;
6. (f)this EULA is not a sale and does not convey any rights of ownership in or related to the Software, or Materials to User;
7. (g)User shall use the Software exclusively for authorized and legal purposes, consistent with all Applicable Laws, regulations, and the rights of others, including the Data Privacy Laws;
8. (h)User shall not use the Solution to transmit, publish, or distribute any material or information:
   (i)for which User does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the Intellectual Property rights of any third party;

   (ii)that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Software; or

   (iii)that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable.
9. (i)The User shall not:
   (i)attempt to interfere with or disrupt the Software or any of its components;

   (ii)attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Software for its intended use;

   (iii)attempt to scan or probe, hack, defeat, or otherwise compromise any security or technological measures of the Software, or any systems or networks operated by QpiAI;

   (iv)use the Software or any underlying components for any other purpose other than the Purpose;

   (v)license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Software or the Materials available to any third party other than as expressly permitted under this EULA;

   (vi)modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software and/or Materials that are provided as a part thereof, or access the Software or Materials in order to build a similar or competitive software;

   (vii)“frame” or “mirror” any part of the Software, including any content contained in the Software, on any other server or device;

   (viii)merge all or any part of the Software or any portion of the Software with another software program;

   (ix)reproduce the Software or any portion of the Software; and

   (x)remove, alter or cancel from view any copyright or other notices of proprietary rights, marks, or legends appearing on the Software or any portion of thereof.

4. TERMS OF USE OF THE SOFTWARE

1. 4.1.User acknowledges that successful use of the Software is dependent on User's timely and complete performance of its obligations under this EULA. User shall designate a primary contact and notify the details of such contact to QpiAI within 5 (five) days from the Effective Date, to facilitate coordination and cooperation between the Parties.
2. 4.2.The User agrees and acknowledges that any delay by User to provide any information reasonably sought by QpiAI for making available the Software shall result in a day-for-day extension of QpiAI's dependent obligations under this EULA. In this regard, the User shall at all times:
   (a)provide QpiAI access to such information as may be reasonably necessary for QpiAI to provide the Software;

   (b)make available such personnel and other assistance to QpiAI as may be reasonably necessary for QpiAI to provide the Software; and

   (c)carry out in a timely manner all other User responsibilities set forth herein.
3. 4.3.QpiAI may suspend or terminate the User's access to the Software upon notice to User if QpiAI believes that the User has violated this EULA. Following such a suspension of access, the Parties shall reasonably cooperate with each other in reviewing compliance and QpiAI will reinstate such access if it determines, in its sole discretion, that the User has complied with this EULA.
4. 4.4.User shall be solely responsible for acquiring and maintaining Minimum Technical Requirements, including any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
5. 4.5.The User acknowledges and agrees that QpiAI shall not be responsible for:
   (a)monitoring or policing communications or data transmitted through the Software by User;

   (b)the content of any communication or transmission made by the User using the Software; and

   (c)and shall have no liability of any kind with respect to any materials or information (including any User data) that User, or any third-party inputs into or transmits, publishes, or distributes through the Software.

5. MINIMUM SYSTEM REQUIREMENTS

Software will require the following setup to be installed and used:

1. 5.1.OS
2. 5.2.Windows 10
3. 5.3.Linux: Recommended Ubuntu 20
4. 5.4.Mac OS: Recommended Catalina and Above
5. 5.5.CPU: Intel or AMD processor with 64-bit support; Recommended: 2.8 GHz or faster processor.
6. 5.6.RAM: 4GB RAM; Recommended: 6 GB+.
7. 5.7.Disk Storage: 4 GB of free disk space.
8. 5.8.Monitor Resolution: 1280×800; Recommended: 1920×1080.
9. 5.9.Internet: Internet connection required for software activation.

6. INTELLECTUAL PROPERTY RIGHTS

1. 6.1.The Software, the underlying components, insights derived from use of the Software by the User, and all Intellectual Property rights therein or relating thereto (including derivative works based on the aforesaid), are and shall remain the exclusive property of QpiAI, whether or not specifically recognized or perfected under Applicable Law. User shall not take any action that jeopardizes QpiAI's Intellectual Property rights. None of the provisions of this EULA shall be deemed to transfer, assign or license the Software or its underlying components, save and except the rights of access and usage granted herein.
2. 6.2.QpiAI reserves the right to grant license to use the Software to any party, including User's competitors.
3. 6.3.Insofar as any data is uploaded by the User into the Solution, the User hereby represents and warrants that either the User is the owner of such data or alternatively User has the necessary permission and consent from the end-owner to upload that data. In all circumstances, the User alone shall be the controller and processor of any data that the User provides while availing the Solution. The User shall always keep QpiAI harmless and indemnified in the event of any claims, notices, statutory proceedings, or legal actions either from any end-user or from any government authority or court of law of any country.
4. 6.4.QpiAI shall have the unlimited right to utilise the knowledge derived from User's usage-reports on an anonymized and aggregate basis.

7. CONFIDENTIALITY

1. 7.1.During the course of availing the Software under this EULA, each Party may have access to information concerning the other Party's operations, procedures, strategies, finances, policies, techniques, agreements, technology, software, clients, personnel, customer lists, trade secrets, strategic plans, cost figures and projections, profit figures and projections, business methods or other technical or business information, personal information and information that is confidential or proprietary to a third party and is in the possession of the disclosing Party, which is not generally known and which is considered proprietary by such Party or to persons affiliated with such Party or their respective customers or client (“Confidential Information”). The receiving Party agrees to maintain all such Confidential Information in confidence to the same extent that it safeguards its own Confidential Information, but in no event exercising less than reasonable care to prevent the disclosure of the information to any unauthorized third Party, and not to (a) disclose such Confidential Information except to its authorised Personnel who need to know it, (b) disclose or permit access by any third person to any such Confidential Information, except to the extent disclosure is expressly permitted by the disclosing Party, and not to use any such Confidential Information except as required for the purposes of this EULA. If there is any breach of security or confidentiality obligations imposed under this EULA, including but not limited to use of any Confidential Information for any purpose other than for the Purposes or disclosure of any Confidential Information any third party without the prior written consent of the disclosing Party, the receiving Party shall notify the disclosing Party immediately and shall take all steps required to mitigate or cure such disclosure including, but not limited to, disciplinary action against the particular individual, and to prevent any further dissemination of the Confidential Information. Further, the User shall also provide QpiAI all reasonable assistance in connection with any proceedings which QpiAI may institute against such person for breach of confidence.
2. 7.2.Upon the request of QpiAI or upon expiration or termination of this EULA for any reason, the User agrees to promptly return to QpiAI and/or securely destroy (at QpiAI's option) all Confidential Information and work in progress and copies of documents or other media in any form, written or mechanical, which contain Confidential Information.
3. 7.3.The obligations of the Parties with respect to the Confidential Information will survive the expiration or termination of the EULA.

8. DATA PROTECTION AND INFORMATION SECURITY

1. 8.1.The Parties agree and acknowledge that QpiAI may collect and use technical and related information, including about User's computer systems, application software, and peripherals to monitor User's usage of the Software and to facilitate the development and delivery of the Updates, and Upgrades to User (if any) related to the Software. QpiAI may use this information to improve its technology or to provide services or technologies to User. User further consents to QpiAI's collection, analysis, display, benchmarking, and reporting of data and analytics related to User's use of the Software, including third party products and processes of User that may be used in connection with the User's systems.
2. 8.2.Where any Confidential Information or data processed by QpiAI contains Personal Data, the User hereby agrees and acknowledges that it shall ensure that all Personal Data shared with or made available by it to QpiAI is in accordance with applicable Data Privacy Laws and the User shall obtain necessary consents from individuals for sharing with and processing by QpiAI of such Personal Data. For the purposes of the Digital Personal Data Protection Act, 2023, the User is the ‘Data Fiduciary’ and QpiAI is the ‘Data Processor.’ QpiAI shall process Personal Data only upon the documented instructions of the User and shall implement security safeguards as prescribed under Rule 6 of the DPDP Rules 2025.
3. 8.3.In the event of change in applicable Data Privacy Law, User shall cooperate with QpiAI to implement all such Updates and Upgrades as may be required to ensure that the Software is in compliance with such modified Data Privacy Law.
4. 8.4.Right to Nominate: The User shall have the right to nominate any individual to exercise their rights under the DPDP Act, 2023 in the event of the User's death or incapacity (as defined by unsoundness of mind or infirmity of body).
5. 8.5.Notice and Consent Withdrawal: Processing of Personal Data is based on consent that is freely given, specific, informed, and unconditional. The User may withdraw their consent at any time by sending a request to [email protected]. Withdrawal of consent will not affect the lawfulness of any processing carried out prior to the withdrawal.
6. 8.6.Grievance Redressal: Any grievances must first be addressed to our designated Grievance Officer at [email protected]. We shall acknowledge receipt within 24 hours and provide a functional response within 30 days.
7. 8.7.The User understands that QpiAI is required under Applicable Laws, to notify the relevant Governmental Authority of any Cyber Security Incidents involving the Software, QpiAI's Confidential Information or User's Confidential Information available with QpiAI. Accordingly, the User agrees to promptly and no later than 6 (Six) hours inform QpiAI of any Cyber Security Incidents in relation to the Software, QpiAI's Confidential Information or User's Confidential Information available with QpiAI. The User further acknowledges and agrees that QpiAI may disclose such Cyber Security Incident to the relevant Governmental Authority without the need to provide any advance notice to the User.
8. 8.8.User shall have the right to access, correct, complete, and seek erasure of their Personal Data. User may withdraw consent for data processing at any time, subject to legal or contractual restrictions.

9. INDEMNITY

9.1. Indemnification by User

User shall defend, indemnify, and hold harmless QpiAI, its officers, directors, and employees (each an “QpiAI Indemnified Party”), from and against any claims, losses or damages, including court costs and reasonable attorneys' fees, arising out of:

1. (a)User's breach of this EULA and representations mentioned herein, including without limitation the obligations set forth in Clause 4;
2. (b)any claim or allegation by its employees, officers or directors that he/she has suffered injury, damage or loss resulting from his/her use of the Software to the extent such injury was caused by such user's own negligence and not following QpiAI's instructions in relation to use of the Software; or
3. (c)any claim or allegation by a third party (i) that it has suffered injury, damage or loss resulting from User's use of the Software, (ii) for infringement and/or trade secret misappropriation by User resulting from a modification of the Software by the User, or the combination of the Software with any non-QpiAI service(s) and/or product(s), or (iii) that User has used the Software in a manner that violates the terms and conditions of this EULA.

9.2. In no event shall QpiAI be liable for any damages whatsoever (including, without limitation, direct or indirect damages, punitive, exemplary, special, incidental or consequential damages, damages for loss of profits, business interruption, or loss of information) arising out of the use of or inability to use the Software, even if QpiAI has been advised of the possibility of such damages. These disclaimers of liability constitute an essential part of this EULA. QpiAI's aggregate liability for damages under this EULA, regardless of the nature of the claim shall not exceed the fees received by it from the User in connection with this EULA, in the last 6 (six) months of the date on which the claim arose.

10. REPRESENTATIONS AND WARRANTIES

10.1. Each Party represents and warrants that:

1. (a)It is duly organised and validly existing under the laws of India;
2. (b)It has the power and requisite authority, permissions, approvals, licenses, registrations, consents for and sanction to enter into and to exercise its rights and to perform its obligations hereunder;
3. (c)It has taken all necessary actions to authorize the execution of this EULA and the performance of its obligations hereunder;
4. (d)The obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable against such Party;
5. (e)Neither execution nor performance of this EULA will contravene any provision of any Applicable Laws; or any contract, constitutional documents, certificate of incorporation, memorandum of association or articles of association, agreement or any other document by which it is/may be bound; and
6. (f)There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, or pending or, to the best knowledge of the Party, threatened or anticipated against it which may prejudicially affect the Party's due performance of or the enforceability of this EULA.

11. DISCLAIMER OF WARRANTIES

1. 11.1.Except as expressly provided in this EULA, use and access to the Software are provided to User on an “as is,” “with all faults” basis, and QpiAI (a) makes no representations or warranties of any kind whatsoever, express or implied, in connection with this EULA or the Software, (b) disclaims any warranty that the Software will be error free or uninterrupted or that all errors will be corrected, and (c) disclaims any and all implied warranties with respect to the Software as to merchantability, accuracy of any information provided, fitness for a particular purpose, title, and non-infringement, and any and all warranties arising from course of dealing or usage of trade.
2. 11.2.QpiAI has no knowledge, or control, over the types of data User will use on the Solution. Accordingly, User is solely responsible for determining the proper handling, use, and disclosure of Personal Data in accordance with all Applicable Law and QpiAi disclaims any and all warranties in relation to the data that is generated by the User using the Solution.
3. 11.3.Qpiai makes no representations that the use of the services will provide ‘quantum advantage’ over classical computational methods for any specific use case.
4. 11.4.QpiAI does not assume and expressly disclaims any responsibility for acts or omissions of User which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis and User hereby agrees to indemnify, defend and hold harmless any QpiAI Indemnified Party against any claims arising out of, or related to, any such malpractice, failure to warn, negligence or any similar claim whether arising out of contract, tort, regulatory or statutory causes of action.

12. TERM AND TERMINATION

12.1. Term

The term of this EULA shall commence on the Effective Date and shall continue till the term of the User's agreement with QpiAI, unless terminated in accordance with the terms of this EULA (“Term”).

12.2. Termination for Cause

QpiAI may terminate this EULA upon prior written notice to the User in the event of a material breach of this EULA, including for the reasons specified below, by the User, that remains uncured for 30 (thirty) days following written notice thereof by QpiAI.

1. (a)Breach of its Confidentiality (Clause 7) and Data Protection and Information Security (Clause 8) obligations;
2. (b)Breach of Applicable Law by User;
3. (c)If the User becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; and
4. (d)User undergoes a change in Control.

12.3. Termination for Convenience

QpiAI may terminate this EULA, without cause, upon 30 (thirty) days' prior written notice to the User.

12.4. Effect of Termination

Upon termination or expiry of the EULA:

1. (a)The User's right to access and use the Software shall immediately terminate on the effective date of termination;
2. (b)User shall pay QpiAI for all fees due in relation to the Software, performed till the effective date of termination; and
3. (c)User will return or destroy (if QpiAI so instructs) all Confidential Information of QpiAI in possession of User.
4. (d)Erasure Obligation: Upon withdrawal of consent or when the specified purpose for processing is no longer served, QpiAI shall cause its Data Processors to erase all Personal Data, unless retention is required for legal compliance or the prevention of offences.
5. (e)Data Portability: Upon request during the 30-day post-termination window, QpiAI shall provide the User with their content and computational results in an interoperable machine-readable format to facilitate data portability.

13. SURVIVAL

Notwithstanding the expiry, or termination of this EULA, for any reason whatsoever, the clauses relating to Clause 2 (Definitions and Interpretation), Clause 6 (Intellectual Property Rights), Clause 7 (Confidentiality), Clause 8 (Data Protection and Information Security), Clause 9 (Indemnity), Clause 10 (Representations and Warranties), Clause 11 (Disclaimer of Warranties), Clause 12.4 (Effect of Termination), Clause 13 (Survival), Clause 16 (Dispute Resolution), Clause 17 (Governing Law and Jurisdiction), Clause 19 (Miscellaneous Terms), and any other clauses which by its nature should survive termination, including all sub-clauses associated with such Clauses in this EULA, shall survive the termination or expiry of this EULA, and remain in force to the extent necessary therein.

14. AUDIT RIGHTS

The Parties agree that QpiAI shall have the right to examine the User's premises, books and records as they relate solely to the User's obligations under this EULA, for the User's compliance with the restrictions and obligations in this EULA. Such audits will (a) occur at a mutually agreed upon date and time; (b) occur at QpiAI's expense; and (c) occur in a manner so as not to unnecessarily disrupt the User's normal business process. If QpiAI reasonably determines that the User has violated the restrictions and obligations of this EULA, the User shall immediately cease such violating use and reimburse QpiAI for the reasonable costs of such audit and QpiAI shall be entitled to terminate the EULA, at its sole discretion.

15. INJUNCTIVE RELIEF

Each Party shall be entitled to an injunction, restraining order, right of recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate, in order to restrain the other Party from committing any violation of, or enforce the performance of covenants, obligations and representations contained in the EULA. These injunctive remedies shall be cumulative, and shall be in addition to (and not in lieu of) any other rights and remedies that may be available to the Party under Applicable Law, or in equity, including without limitation a right of recovery for any amounts owed to it, related costs incurred by it, and a right to damages.

16. DISPUTE RESOLUTION

1. 16.1.If any Dispute arises in relation to or in connection with this EULA including in respect of the validity, interpretation, implementation or alleged breach of any provision of this EULA or regarding a question, and including the questions as to whether the termination of this EULA by a Party has been legitimately arising out of this EULA (“Dispute”) between the Parties, the Parties shall attempt to first resolve such Dispute or claim through discussions between authorised representatives of the Parties.
2. 16.2.If the Parties are unable to resolve any Dispute by mutual agreement within a period of 30 (thirty) days from the date the Dispute arose, then pursuant to a written intimation given by a Party to the other Party of a notice invoking this Clause, such Dispute shall be referred to and finally resolved by binding arbitration by an arbitration panel composed of 3 (three) arbitrators, with each Party appointing 1 (one) arbitrator, and the 2 (two) arbitrators jointly appointing a third arbitrator, who shall chair the arbitration panel.
3. 16.3.The arbitration proceedings shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996, as amended from time to time, and in terms of the rules and procedures provided therein, which rules are deemed to be incorporated by reference in this Clause.
4. 16.4.The arbitration proceedings shall be conducted in English and the seat of arbitration shall be in Bengaluru, India.
5. 16.5.The Parties shall equally bear the costs of arbitration unless the arbitration panel decides otherwise.
6. 16.6.The award rendered by the arbitration panel shall be final and binding on all the Parties.

17. GOVERNING LAW AND JURISDICTION

This EULA shall be governed and interpreted by and construed in accordance with the laws of India, without giving effect to its conflict of laws principles. Subject to Clause 16 (Dispute Resolution) provisions herein, the courts in Bengaluru, India shall have exclusive jurisdiction in connection with any Dispute arising out of this EULA.

18. FORCE MAJEURE

1. 18.1.Except with respect to the payment obligations hereunder, neither Party will be liable for any default or delay in the performance of its obligations under this EULA if, and to the extent, such default or delay is caused, by a cause beyond the reasonable control of such Party, provided the nonperforming Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the nonperforming Party through the use of alternate sources, workaround plans or other means (a “Force Majeure Event”).
2. 18.2.In the case of a Force Majeure Event, the nonperforming Party: (a) shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two days of the inception of such delay) and describe with a reasonable level of detail the circumstances causing such delay; and (b) will be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay.

19. MISCELLANEOUS TERMS

19.1. Compliance with Laws

Each Party shall comply with all Applicable Laws with respect to its activities hereunder.

19.2. Publicity

Except with the prior review and written approval of the other Party, neither may issue a press release announcing the EULA. QpiAI may use User's name and/or logo(s) in its customer lists, and its promotional or marketing materials, including QpiAI's website. In addition, QpiAI shall have the right to produce, at its own expense, a statement detailing the usage by User of QpiAI's products or services and, subject to User's prior review and written approval of the statement, to distribute such statement to third parties.

19.3. Amendment

The EULA may not be modified or amended except by the mutual written agreement of the Parties, and duly executed by their authorized representatives. Any such modifications or amendments shall be deemed to be an integral part of the EULA from the date on which such modifications or amendments become effective.

19.4. Waiver

1. (a)No waiver of any provision of the EULA shall be effective unless it is in writing and signed by both Parties.
2. (b)No failure or delay on the part of either Party relating to the exercise of any right, power, privilege or remedy provided under the EULA shall operate as a waiver of such right, power, privilege or remedy, or as a waiver of any preceding or succeeding breach by the other Party, nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in the EULA, all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to either Party at law or in equity.

19.5. Relationship between the Parties

Each Party to this EULA is an independent contractor, and nothing contained herein shall be construed as creating a relationship of agency, employment, partnership or a joint venture between the Parties. Neither Party shall have the right, power or authority to assume or create any obligation on behalf of the other Party.

19.6. No Third Party Rights

Nothing in the EULA is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce a term contained in the EULA.

19.7. Entire Agreement

The EULA and agreement that the User enters into with QpiAI (in relation to payment terms) sets forth the entire agreement between the Parties hereto, and supersede all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof, except in respect of any fraudulent misrepresentation made by either Party as applicable under Applicable Law. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof. User acknowledges that it is entering into this EULA solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party.

19.8. Assignment

The EULA shall be binding upon the Parties, and neither Party shall assign any or all of its rights and/or obligations under the EULA, to any entity, including to any Affiliate, without the prior written consent of the other Party. Notwithstanding the foregoing, if QpiAI undergoes a merger, amalgamation, takeover, consolidation, reconstruction, change of ownership, etc., the EULA shall be considered to be assigned to the new entity, and such an act shall not affect the rights of User or QpiAI under the EULA.

19.9. Further Assurances

Each Party respectively agrees to, from time to time, at the request of the other Party and without further consideration, execute and deliver such other documents and take any other action, as such other Party may reasonably request, in order to more effectively consummate the transaction contemplated under the EULA.

19.10. Notice and Communication

1. (a)Any notice that has to be sent to either Party, following the Execution Date (including notice intimating the other Party of a change of address or contact details), shall be in writing, and shall be sent personally, or by certified, or registered post with acknowledgment due, or overnight courier, or email duly transmitted, facsimile transmission (with hard copy to follow for email), and it shall be addressed to the other Party at the address, email and fax number provided below: If to QpiAI: At the address specified in the array of Parties and/or at the following email address: [email protected]. If to User: Notice will be sent to the address and/or email address provided to QpiAI by the User at the time of subscription to the Software.
2. (b)All notices shall be deemed to have been validly given on: (i) the Business Day immediately after the date of transmission, with confirmed answer back, if transmitted by facsimile transmission or confirmed read receipt if sent by email; or, (ii) the expiry of 7 (seven) calendar days after posting, if sent by registered post with acknowledgement due; or, (iii) the Business Day of receipt, if sent by courier, or delivered by hand, at the addresses set forth below.

19.11. Quantum Technology Export Restrictions: The Software and Services utilize quantum computing systems and related know-how classified under Category 7 of the SCOMET List (effective October 23, 2025). User represents and warrants that they shall not export, re-export, or provide access to the Services to any restricted entity or foreign national without prior written authorization from the Directorate General of Foreign Trade (DGFT).

19.12. End-User Certificate (EUC): User agrees to provide an End-User Certificate (EUC) upon request, certifying that the Services will be used solely for peaceful, civilian purposes and will not be diverted to unauthorized parties.

19.13. Counterparts

This EULA may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. This EULA may be accepted and signed in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and each Party's electronic acceptance and signature will be deemed binding between the parties. Each Party acknowledges and agrees it will not contest the validity or enforceability of this EULA, including under any applicable statute of frauds, because it was accepted and/or signed in electronic form. Electronic records of a Party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.

19.14. In the event of any inconsistency or conflict between the terms of this EULA and the QpiAI Service Agreement, the terms of the QpiAI Service Agreement shall prevail with respect to the use of Cloud Services.

By clicking “I Agree”, “Accept”, “Continue”, “Create Account”, or by otherwise accessing or using the Software, the User confirms that they have read, understood, and agreed to be bound by this EULA. The User's electronic acceptance of this EULA shall have the same legal effect as a physical signature.

This EULA becomes effective from the date and time at which the User electronically accepts this EULA, as recorded by QpiAI's systems.