Last Updated: June 1, 2026
This Qvinci RoyaltyHub Payment Processing / Royalty Billing Addendum, any applicable Order Forms, Exhibits, and/or Addenda hereto (collectively, the “Agreement”) is a legal agreement between you (“Customer”) and Company (defined below) to purchase access to the Company Platforms (defined below) and the related subscription services and other services that Company may provide to Customer in an Order Form (defined below) (collectively, the “Services”). This Agreement governs the use of the Services Company provides to you. Capitalized terms used but not defined herein shall have the meanings ascribed to them in any applicable Order Form.
“Company” means Qvinci Software, LLC and Fullsteam Software Holdings LLC and their subsidiaries and affiliates.
“Order Form” means a separate ordering agreement (including but not limited to a statement of work, proposal, or change order), or page on the Site pursuant to which Customer purchases Services.
“Company Platforms” means collectively and individually, https://www.qvinci.com and any of their subdomains (collectively, the “Site”) and any websites, platforms, exchanges, successor platforms and exchanges, software, hardware, portals, applications, and application programming interfaces (“API”s), programs, components, functions, screen designs, reporting data, and report formats owned or operated by Company and all updates, upgrades, and other derivative works, releases, fixes, patches, etc. related to the software that Company develops, deploys, or makes available to Customer during the Term of this Agreement, as they may be modified, relocated and/or redirected from time to time, to receive, or review data and results of the Services.
BY ACCESSING OR USING THE SERVICES OR ENTERING INTO AN ORDER FORM HEREUNDER, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON CLIENT’S BEHALF, AND YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF COMPANY’S PRIVACY POLICY. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ARE NOT AUTHORIZED TO ACCEPT THIS AGREEMENT ON CLIENT’S BEHALF, THEN YOU ARE NOT AUTHORIZED TO, AND ARE PROHIBITED FROM, ACCESSING THE SERVICES. THE SERVICES ARE OFFERED AND AVAILABLE TO USERS WHO ARE EIGHTEEN (18) YEARS OF AGE OR OLDER. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY AND MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICES.
In the event there is any conflict between the terms and conditions in this Payment Processing / Royalty Billing Addendum and the terms and conditions in any applicable Order Form, the terms of the Order Form shall prevail.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration, or order process, or (b) the effective date of the first Order Form. This Agreement governs Customer’s initial purchase of Services on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
1.1. Grant of Access. Subject to the terms and conditions of this Agreement, the Company grants to Customer a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right for Customer’s authorized employees, agents, representatives, consultants, and contractors (“Authorized Users” or “User”) to access and use the Services described in an applicable Order Form during the Term of the Order Form for Customer’s internal business purposes only in accordance with the Documentation (as defined below) and, if the Customer is a franchisor and Customer is specifically permitted in the applicable Order Form to sub-license the Services to its franchisees and their respective employees, contractors, agents, and affiliates (the “Franchisees”), for the same business and no other purpose whatsoever. The Services may allow Customer to designate different types of Authorized Users, which may have different pricing, functionality, and use restrictions, as described on the Site, in the Documentation, or in the applicable Order Form. Each Authorized User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users’ compliance with this Agreement and actions taken through their accounts. This Agreement does not permit access to the Services by persons who are not Authorized Users.
1.2. Reservation of Rights. Access to the Services is provided on a limited term and Services basis. All rights not specifically granted to Customer hereunder are reserved by Company. Nothing herein shall prevent the Company from promoting, providing, licensing, sub-licensing or sub-contracting the Services or providing the Services to other parties. Customer shall promptly notify Company of any determination, discovery, or notification that any person or entity is or may be misusing or infringing the Services, including without limitation if it becomes aware of any compromise of its Authorized Users’ login credentials.
1.3. Professional Service Deliverables. All work product, customizations, improvements, and/or enhancements to the Services performed by Company for Customer pursuant to this Agreement or as identified on any separate Order Form executed by the parties (collectively, “Professional Service Deliverables”), shall be owned exclusively by Company, unless otherwise provided in the corresponding Order Form. If, by operation of law or otherwise, any Professional Service Deliverables are not owned exclusively by Company immediately upon creation thereof, Customer agrees to assign, and hereby irrevocably assigns, to the Company exclusive ownership of such Professional Service Deliverables and expressly disclaims any ownership rights thereto. Customer will cooperate with the Company to confirm and/or execute such assignments and Company’s ownership of Professional Service Deliverables.
1.4. Feedback. If Customer provides the Company with feedback or suggestions regarding the Services (“Feedback”), Company may use Feedback without restriction or obligation. In addition, Customer hereby irrevocably assigns ownership of any and all Feedback to Company and will cooperate with Company to confirm and/or execute such assignments and Company ownership of Feedback.
1.5. Anonymized Data. As between Customer and Company, Company owns all rights, title, and interest in and to information which does not relate to an identified or identifiable natural person, or personal information rendered anonymous in such a manner that the natural person is not or no longer is identifiable (“Anonymized Data”). Accordingly, Company may, during the Term and thereafter, use, display, transmit, modify and prepare derivative works of Anonymized Data in any media for any lawful purpose, including maintaining and improving the Services.
1.6. Third-Party Providers. Customer’s use of any platform, add-on, service, code (including open source) or product not provided by Company that Customer chooses to integrate or enable for use with the Services (“Third-Party Provider”) shall be subject to the terms and conditions of Customer’s agreement with such third party, and Customer is solely responsible for its compliance with such terms and conditions. Customer acknowledges that Company does not control, is not responsible for, and will not be liable in any way for Customer’s use of any Third-Party Provider or any damage or loss resulting from Customer’s access to, use of, or interaction with, any Third-Party Providers. Customer further acknowledges that any Customer data loss, downtime or periodic unavailability of the Services due to Third-Party Providers’ system maintenance, upgrades, or any other reason is outside of Company’s control. The foregoing does not exclude or limit Customer’s right to pursue any remedies directly against a Third-Party Provider.
1.7. Documentation. Subject to the terms and conditions of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable, revocable, and non-sublicensable right and license to use and make copies of the usage guidelines and standard technical documentation for the Services as may be provided or made available online or in writing by the Company (“Documentation”). Documentation is for Customer’s internal use only, for archival purposes, and for training and education of Authorized Users, provided that all proprietary notices of the Company and its licensors, if any, are reproduced and retained. Company reserves the right to modify the Documentation in Company’s sole determination without prior notice to Customer.
4.1. Customer Data. Use of the Services may involve the Company’s receipt, processing, and storage of data, information, or material input by Customer, Authorized Users, and Customer’s end user customers who use the Services (“End Users”) (collectively, “Customer Data”). Customer affirms, represents, and warrants that Customer owns or has the necessary licenses, rights, consents, and permissions to collect, use, and authorize Company to use all Customer Data in the manner contemplated hereunder and to transfer to and process such Customer Data. Customer further represents and warrants that Company’s use of Customer Data does not and will not violate or infringe any applicable law, any third-party rights, or any terms or privacy policies that apply to Customer Data.
4.2. License to Customer Data. Customer hereby grants the Company the worldwide, non-exclusive, right to use, copy, store, transmit, display, modify, and create derivative works of Customer Data, as necessary to provide the Services under this Agreement.
4.3. Accuracy of Customer Data. Customer is solely responsible for the accuracy, content, currency, completeness, and delivery of the Customer Data provided by Customer, Authorized Users, and Customer’s End Users.
4.4. Return of Customer Data. Upon termination or expiration of this Agreement, or at Customer’s request, Company shall provide access to all Customer Data in a commonly used machine-readable format or such other format as agreed by Customer and Company. Company shall provide access to the Customer Data for no more than thirty (30) days after the termination or expiration of the Agreement. After this thirty (30) day period, Company may delete Customer Data in accordance with its standard schedule and procedures.
5.1. Fees and Expenses. Customer’s use of the Services is subject to prompt payment of all fees and other amounts, including without limitation, expenses (“Fees”) as described in each applicable Order Form. Any payments made via check may be subject to a $25 processing fee. Company may adjust Fees at any time with thirty (30) days’ notice. Unless the Order Form provides otherwise, Company will send Customer an invoice for all Fees owed on a monthly basis, and all Fees not subject to a good faith dispute are due upon invoice. To the extent that Customer disputes any invoice, Customer must provide Company notice of such dispute in writing within ten (10) business days of the invoice date, or Customer shall waive any claim with respect to such invoice. Late payments are subject to a service charge of 1.5% per month (18% per annum), or the maximum amount allowed by law, whichever is more. All Fees are nonrefundable and non-cancellable, except as expressly provided in this Agreement, and are exclusive of taxes. In the event of nonpayment or any shortfall in Fees paid, Customer authorizes Company and its Affiliates (defined below) to increase fees, dues, assessments, and/or debit any of Customer’s accounts with Company or Company’s Affiliates, including those accounts associated with a payment processing agreement between Customer and Affiliate. As used in this Section, “Affiliate” of a party means any corporation or other entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.
5.2. Taxes. Customer is responsible for any sales, use, goods and services taxes (GST), harmonized sales taxes (HST), value-added, withholding or similar taxes or levies that apply to any Order Form, whether domestic or foreign (“Taxes”), other than Company’s income tax. If Company is legally obligated to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount will be computed based on Customer’s address listed in the Order Form, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Fees listed on or invoiced pursuant to an Order Form are exclusive of Taxes.
6.1. Customer Contact. Customer will cooperate with Company in all matters relating to the Services and appoint a primary contact who will have the authority to act on behalf of Customer for matters pertaining to this Agreement. Customer will provide access to Customer’s premises, or access to Customer Data, reasonably needed for Company to perform the Services. If Customer fails to do so, Company’s obligation to provide the Services will be excused until access is provided, and the parties agree on an updated timeline.
6.2. Customer Requirements. Customer shall be responsible for providing and maintaining all necessary hardware, software, electrical and other physical requirements for Customer’s use of the Services, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Services.
6.3. Accessibility. As it relates to Customer’s use of the Services, Customer is solely responsible for compliance with all applicable accessibility laws, rules, and regulations, including, but not limited to, Title III of the Americans with Disabilities Act (“ADA”), and (if applicable) New York’s state and city level Human Rights Act and California’s Unruh Civil Rights Act.
6.4. Acceptable Use Policy. Customer is solely responsible for the content of any postings, communications, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity Customer permits to access the Services. To the extent the Services allows uploading or posting of content or data by Customer, Authorized Users, or End Users, Customer will ensure that any content or data posted by or on behalf of Customer, Authorized Users, or End Users is not inappropriate, illegal, obscene, threatening, libelous, discriminatory, hateful, or in violation of any third-party rights. If and to the extent the Services includes, integrates or links to any third-party content, data or software, including without limitation any open source services (collectively, “Third-Party Content”), Customer acknowledges and agrees that (a) Company is not responsible for any Third-Party Content and it is provided as is; and (b) any Third-Party Content may be subject to additional terms and conditions (including applicable terms of use, privacy policies, end user license terms, etc., for which Customer shall be responsible for agreeing to and complying with. Customer represents and warrants that it will: (a) not use the Services in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; (b) not violate or tamper with the security of any Company computer equipment or program. If Company has reasonable grounds to believe that Customer is utilizing the Services for any illegal or disruptive purpose, Company may suspend the Services immediately with or without notice to Customer. Company may terminate the Agreement for breach of this Agreement if Customer fails to adhere to the foregoing acceptable use standards. Customer shall defend, indemnify, and hold harmless Company from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims based upon the content of any such communications.
6.5. Calls and Messaging. If the Services include email, calling, and/or text messaging features which enable Customer to text third parties via the Services, Customer is solely responsible for ensuring that the email, calling and/or text message feature(s) of the Services are utilized in a manner that complies with all applicable local, state, and federal laws, rules and regulations governing the sending of emails, calls, and/or text messages. This includes, but is not limited to, compliance with applicable email and telemarketing laws such as the CAN-SPAM Act and Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, the EU ePrivacy Regulation, and comparable state laws. Customer also represents and warrants that each third party to whom Customer calls or texts has specifically granted Customer permission to send such messaging; and that opt-out options are provided to such third parties pursuant to applicable law, rule, or regulation. Customer is solely responsible for the content of any messaging by Customer via the Services to third parties, and under no circumstances shall Company be identified by Customer as the sender of such messaging. Customer acknowledges it is responsible for obtaining any and all permissions required to use the Services’ calls, text messaging, or email features.
6.6. Payment Processing. Unless otherwise stated in an applicable Order Form, Customer must be enrolled in and processing payments through Company’s integrated payments processing platform within sixty (60) days of the Effective Date of this Agreement. If Customer does not process payments through Company’s integrated payment solution within the required timeframe, Company, in its sole discretion, may delay or remove access to the Services, restrict certain Services product features, increase Fees and/or charge a non-integrated payment processing fee unless Company determines that Customer qualifies for a temporary or ongoing exemption (in whole or in part). Customer acknowledges that Company may delay access or restrict access to certain product features or the Services altogether for non-compliance within the required timeframe. Company reserves the right to apply non-integration payment processing fees in its sole discretion to Customer or Franchisee, and to apply, modify, increase, decrease the non-integration payment processing fee at any time.
8.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all applicable Order Forms or until terminated as authorized in this Agreement, whichever occurs first (the “Term”). Unless otherwise set forth in the Order Form, the Agreement shall begin on the Effective Date and shall continue for twelve (12) months thereafter (the “Initial Term”). After the Initial Term, the term of the Agreement shall automatically renew for additional, successive twelve (12) month terms unless either party provides written notice of termination to the other party no less than ninety (90) days prior to the end of the then current term.
8.2. Termination. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after receipt of written notice of such breach by the other party, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.
8.3. Additional Termination Rights. Company may terminate this Agreement at any time in its sole discretion upon thirty (30) days’ notice to Customer.
8.4. Early Termination. If Customer terminates the Agreement prior to the expiration of the applicable Order Form, or Company terminates for material breach, then Customer shall forfeit all pre-paid amounts for Fees, and for those arrangements in which the Fees are not paid in advance, Customer shall pay Company an amount equal to the monthly Fee multiplied by the number of months remaining in the Term.
8.5. Effect of Termination. Upon termination or expiration of this Agreement or Order Forms for any reason, Customer’s access to the Services will cease, other than limited use of the Services to export Customer Data. Customer will immediately return any Documentation in its possession to Company. Upon termination or expiration of this Agreement, the Customer will return or destroy all of Company’s Confidential Information within its possession, custody, or control and will certify such destruction to Company upon request. Customer Data and other Confidential Information may be retained subject to the receiving party’s retention practices until such information is scheduled to be deleted in accordance with the receiving party’s policies and procedures but will remain subject to this Agreement’s confidentiality restrictions until deleted.
8.6. Survival. Any provision of this Agreement which contemplates performance or observance subsequent to its termination or expiration, either explicitly or by its nature, shall continue in full force and effect.
9.1. Limited Warranty. Customer and Company warrant that each party has the corporate power and authority to enter into and carry out the terms of the Agreement. Company further warrants to Customer that: (a) the Services will perform materially as described in the Documentation; (b) Company will perform any Services in a professional and workmanlike manner; and (c) Company will use industry-standard measures designed to ensure that the Services (excluding Customer Data) does not contain viruses, malware or similar harmful code.
9.2. Warranty Remedy. If Company breaches this Section and Customer makes a reasonably detailed warranty claim within thirty (30) days of discovering the issue, then Company will use reasonable efforts to correct the non-conformity. If Company determines such remedy to be impracticable, either party may terminate the affected Order Form as it relates to the non-conforming Services. Company will then refund Customer any pre-paid, unused amounts for Fees for the terminated portion of the Services. These procedures are Customer’s exclusive remedy and Company’s entire liability for breach of this Section. These warranties do not apply to (i) issues caused by misuse or unauthorized modifications by Customer or its authorized users, or (ii) issues in or caused by Third-Party Providers or other third-party systems.
9.3. Warranty Disclaimer. EXCEPT AS STATED AND EXPRESSLY PROVIDED IN THE WARRANTY SECTION ABOVE, THE SERVICES, THE DOCUMENTATION, AND ANY PROFESSIONAL SERVICES DELIVERABLES PROVIDED BY COMPANY UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, OR OTHERWISE, WITH RESPECT TO THE SERVICES, THE DOCUMENTATION AND ANY PROFESSIONAL SERVICES DELIVERABLES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPLETENESS, ACCURACY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY EXPRESSLY DISCLAIMS THAT CLIENT’S USE OF THE SERVICES, OR PROFESSIONAL SERVICES DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET CLIENT’S PARTICULAR REQUIREMENTS, THAT DEFECTS IN THE SERVICES, IF ANY, WILL BE CORRECTED; OR THAT RESULTS WILL BE TIMELY, ACCURATE, ADEQUATE, OR COMPLETE, OR THAT IT WILL MAINTAIN CLIENT DATA WITHOUT LOSS. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SECURITY AND PROTECTION OF CLIENT DATA NOR GUARANTEE DATA AVAILABILITY. CLIENT BEARS THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP AND ARCHIVE COPIES OF CLIENT DATA. COMPANY DOES NOT WARRANT OR REPRESENT THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, AND CLIENT UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. COMPANY IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COMPANY’S CONTROL, INCLUDING THE FAILURE TO PROMPTLY IMPLEMENT THE LATEST RELEASE OF THE SERVICES BY OR AT THE DIRECTION OF CLIENT. CLIENT MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. CLIENT ALONE IS RESPONSIBLE FOR ANY THIRD-PARTY CONTENT, AND COMMUNICATIONS, MESSAGES, OR OTHER CONTENT THAT ITS AUTHORIZED USERS’ POST, UPLOAD, SUBMIT, TRANSMIT, OR SHARE VIA THE SERVICES, OR THE PROFESSIONAL SERVICES DELIVERABLES, INCLUDING ALL CLIENT DATA.
10.1. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO CLIENT OR ANY THIRD PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, WORK STOPPAGE, OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT, LOSS OF REPUTATION, OR LOST CONTRACTS, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CLIENT.
10.2. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY’S ENTIRE AGGREGATE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED THE LESSER OF (1) TEN THOUSAND US DOLLARS ($10,000.00), OR (2) TOTAL FEES PAID OR PAYABLE BY CLIENT TO COMPANY, PURSUANT TO THE APPLICABLE ORDER FORM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
10.3. The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. Neither party may bring a claim or action, regardless of form, arising out of the Agreement more than twelve (12) months after the claim or cause of action arose.
11.1. Company Indemnification. Company will indemnify, defend, and hold harmless Customer and its officers, directors, agents and employees from and against any third-party claims (including any and all liabilities, damages, losses, costs and expenses and reasonable attorneys’ fees) (“Claims”) finally awarded to the extent such Claims directly arise from Company’s provision of the Services infringing on a third-party’s intellectual property rights in the United States.
11.2. Customer Indemnification. Customer will indemnify, defend, and hold harmless Company, its affiliates and their respective officers, directors, agents and employees from and against any and all third-party Claims to the extent such Claims arise from or relate to (1) Customer Data or Third-Party Content; (2) Customer’s breach of the Agreement or Order Form; (3) Customer’s gross negligence or willful misconduct; (4) modification to the Services or any deliverables made by or at the direction of Customer and designed solely in accordance with specifications provided by Customer; (5) Customer’s violation of applicable law; and/or (6) Customer’s infringement of intellectual property rights of a third party.
11.3. Indemnification Procedure. When seeking indemnification pursuant to this Agreement, the party seeking indemnification shall (1) promptly notify the indemnifying party in writing of the Claim provided that any failure or delay to provide such notice shall not affect a party’s obligation to indemnify to the extent the indemnifying party is materially prejudiced by such failure or delay (2) give the indemnifying party reasonable information and cooperation required to defend such suit, claim, or proceeding, and (3) allow the indemnifying party to control the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, the indemnifying party shall not settle any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party may be represented in the defense of any such claim, at the indemnified party’s expense, by counsel of its selection. The indemnified party shall have no liability for settlements made or costs incurred without its consent. The absence of insurance shall not diminish any responsibility of either party’s obligation to indemnify under the Agreement.
11.4. Mitigations and Exceptions. In response to an actual or potential infringement Claim, Company may at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services’ overall functionality, or if options (a) and (b) are not commercially practicable, (c) terminate the affected Order Form and refund to Customer any prepaid, unused amounts for Fees for the terminated portion of the Services.
11.5. Conditions. Company shall have no obligation or otherwise (including no indemnification obligations) with respect to any infringement or misappropriation Claims arising out of or resulting from (1) Customer’s modification of the Services or use of the Services in combination with any products, equipment, software, data, Third-Party Content, or any content not provided by Company (2) Customer’s use of the Services other than the most recent release, (3) Customer’s unauthorized or non-compliant use of the Services, or (4) if Customer settles or makes any admissions about a claim without Company’s prior written consent.
11.6. Exclusive remedy. This Section sets out Customer’s exclusive remedy and Company’s entire liability regarding infringement of third-party intellectual property rights.
12.1. Confidential Information. Except as expressly provided herein, the parties agree that the receiving party shall not publish or otherwise disclose and shall not use for any purpose any non-public information about the disclosing party’s business or activities that is proprietary and confidential that is furnished to it by the disclosing party pursuant to the Agreement which (i) if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature, or (ii) if disclosed orally is indicated orally to be confidential or proprietary by the disclosing party at the time of such disclosure, or (iii) is confirmed in writing as confidential or proprietary by the disclosing party within a reasonable time after such disclosure, or (iv) by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential (collectively, “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information that, in each case as demonstrated by written documentation: (i) was properly in receiving party’s possession or properly known by it, without restriction, prior to receipt from the disclosing party; (ii) was rightfully disclosed to receiving party by a third party without restriction; (iii) is, or becomes generally available to the public or otherwise part of the public domain, other than through any act or omission of the receiving party (or any subsidiary, agent or employee of the receiving party) in breach of the Agreement; (iv) was independently developed by the receiving party without reference to or use of any Confidential Information disclosed by the disclosing party; or (v) is approved in writing by the disclosing party for release.
12.2. Return of Confidential Information. Upon termination of the Agreement for any reason or upon request of the disclosing party at any time, the receiving party will (i) promptly return to the disclosing party the original and all copies of all Confidential Information or, in lieu thereof, certify that all such Confidential Information has been destroyed; and (ii) destroy all notes and copies thereof made by receiving party containing any Confidential Information, provided that neither party shall be obligated to return or destroy Confidential Information to the extent necessary to fulfill its obligations and to enforce its rights under the Agreement or to the extent otherwise required by law, regulation, legal, regulatory or judicial process, rule or practice governing professionals or any internal compliance policy or procedure relating to the safeguarding or backup storage of data; provided that any such Confidential Information so not returned or destroyed shall remain subject to the confidentiality and use covenants contained herein, without regard to Term.
12.3. Confidentiality and Non-Use. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party shall use reasonable care to protect the Confidential Information using at least the same degree of care the receiving party uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. The receiving party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Company the subcontractors referenced herein), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.
12.4. Remedies. Each party agrees that unauthorized use or disclosure of Confidential Information may cause substantial harm for which money damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, including an injunction (without the necessity of posting any bond or surety), in addition to other available remedies, for breach or threatened breach of this Section.
12.5. Permitted Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, to the extent such disclosure is reasonably necessary for: (i) exercising the rights granted to it and fulfilling its obligations under the Agreement, provided such disclosure is only made to the receiving party’s employees, agents, consultants, or representatives with a need to know such Confidential Information and who are bound by a confidentiality agreement or other duty of confidentiality no less restrictive than the duties in this Section; (ii) complying with applicable law, rules, or regulations; or (iii) submitting information to tax or other governmental authorities. If a party is required to make any disclosure of the disclosing party’s Confidential Information in accordance with subsections (ii) and (iii) above, to the extent it can legally do so, it will give reasonable advance written notice to the disclosing party of such intended disclosure, and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (such as seeking, or allowing the disclosing party a reasonable opportunity to seek, a protective order or otherwise).
The Services may incorporate artificial intelligence (“AI”) technologies to enhance user experience and provide various features including, but not limited to, content generation, recommendations, automated responses, data analysis, and predictive functionality (collectively, “AI Features”). These AI Features utilize algorithms, large language models, and other automated systems to process information and generate outputs.
By using the Services, Customer acknowledges and agrees that Customer and Customer’s end users may interact with AI-powered systems and that certain content, recommendations, or responses Customer receives may be generated or influenced by AI rather than human operators.
AI Data Usage Rights; Training and Model Improvement
Customer hereby grants Company a non‑exclusive, worldwide, transferable, sublicensable, royalty‑free, perpetual, and irrevocable license to use, process, analyze, host, store, reproduce, modify, create derivative works from, transmit, and display Customer Data for the following purposes: (a) training, improving, and enhancing AI models, algorithms, and systems; (b) developing, testing, and deploying new features, products, and services; (c) conducting research and development; (d) performing analytics and generating insights; (e) benchmarking and competitive analysis; (f) quality assurance and performance optimization; (g) security monitoring and threat detection; (h) providing Services to Customer and other customers; and (i) any other purpose that supports Company’s business operations and service delivery. This data usage helps Company:
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Customer represents and warrants that it has obtained all rights, consents, and permissions necessary to grant the foregoing license and to allow Company’s processing of Customer Data as described herein, including with respect to end users and any third parties.
AI Content Limitations and Disclaimers; Accuracy and Reliability
AI-generated content, recommendations, and outputs (collectively, “AI Output”) are provided “as is” and may contain inaccuracies, errors, or outdated information. Company makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any AI-Output for any particular purpose.
Customer is solely responsible for determining whether the AI Outputs are appropriate for Customer’s use case. Customer shall implement appropriate human review and validation prior to relying on AI Outputs.
Customer shall not (and shall ensure End Users do not): (i) use the AI Features for any unlawful, harmful, fraudulent, infringing, defamatory, or misleading purpose; (ii) input or upload any: government‑classified information; financial account numbers; payment card data; health or biometric data; data subject to HIPAA, GLBA, FERPA or ITAR; special categories of personal data under GDPR; children’s data under COPPA; precise geolocation; credentials; or any personal data where Customer lacks a lawful basis and required notices/consents unless expressly permitted in writing by Company and covered by a separate data protection agreement; (iii) attempt to extract source code, models, weights, or training data; (iv) use the Services to develop, train or improve models that compete with Company; (v) circumvent usage limits or safety controls; (vi) conduct or publish benchmarks or performance tests except with Company’s prior written consent; or (vii) use the AI Features in hazardous environments or other high‑risk activities requiring fail‑safe performance (including, without limitation, life support, medical diagnosis or treatment, emergency services, autonomous vehicles, weapons, aviation, nuclear facilities, or critical infrastructure).
Customer acknowledges that AI Features may:
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No Guarantee of Performance. Company does not guarantee that AI Features will meet Customer’s specific requirements, operate without interruption, or be free from errors. AI performance may vary based on factors including input quality, system load, and the inherent limitations of current AI technology.
Changes to AI Features. Company reserves the right to modify, update, or discontinue AI Features at any time.
17.1. Mauritius-Based Customers. If Customer is based, incorporated, or otherwise resident in Mauritius, Customer represents and warrants that it maintains a valid registration for Value Added Tax (VAT) with the Mauritius Revenue Authority or other applicable tax authority in Mauritius. Customer shall maintain such VAT registration in good standing throughout the Term.
17.2. South Africa-Based Customers. If Customer is based, incorporated, or otherwise resident in South Africa, Customer represents and warrants that it maintains a valid registration for Value Added Tax (VAT) with the South African Revenue Service or other applicable tax authority in South Africa. Customer shall maintain such VAT registration in good standing throughout the Term.
17.3. Proof of Registration. Upon request by Company, Customer shall provide written evidence of its valid VAT registration, including but not limited to a VAT registration certificate or other official documentation issued by the applicable tax authority. Such documentation shall be provided within ten (10) business days of Company’s request.
17.4. Maintenance of Registration. Customer shall immediately notify Company in writing if: (a) Customer’s VAT registration is suspended, revoked, or otherwise becomes invalid; or (b) Customer receives any notice from the applicable tax authority regarding the status of its VAT registration.
18.1. Relationship of the Parties. The parties are independent contractors, not agents, partners, or joint venturers.
18.2. Assignment. Company and Customer may not assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement upon notice in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
18.3. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements or communications regarding its subject matter, whether written or oral. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
18.4. Updates to Agreement and Services. Company reserves the right to revise and update the terms of this Agreement, to add or revise applicable terms of use for its website or the Services, or modify or discontinue the Services (or any part thereof) at any time with or without notice. All revisions and updates are effective immediately when posted to the Site as indicated in the “Last Updated” date above and apply to all access and use of the Services thereafter. Customer agrees to review the latest version of the Agreement on the Site periodically to remain aware of any modifications to the Agreement. Any use of the Services after any revisions or updates will constitute acceptance by Customer of such changes. We may update the functionality, content, method, provision, or integration methods of Services from time-to-time and note the Service content is not necessarily complete or up-to-date. Any of the material on Services may be out of date at any given time, and we are under no obligation to update such material. Company shall not be liable to Customer or to any third party for any modification, price change, suspension, or discontinuation of the Services.
18.5. Notices. Except as set out in this Agreement, notices to Customer under this Agreement must be in writing and will be deemed received (a) immediately upon delivery as set forth below, (b) the business day following delivery via nationally-recognized overnight courier service, or (c) the third business day after it is sent to either the email address for Customer that is on file with the Company, or by U.S. mail to the mailing address on the applicable Order Form, or the contact information associated with Customer’s account provided at registration, as applicable. Any notices to Company shall be deemed effective upon receipt and must be delivered by sending by (i) certified US mail, return receipt requested, or (ii) overnight courier to Legal Department – Qvinci Software, 1601 South Mopac Expressway, Suite D350, Austin, Texas 78746, Attn: General Counsel; in either case with an Email to: support@qvinci.com with another email cc to: brada@qvinci.com. Customer may update their contact information for notice by providing notice to Company. Company may also send operational notices to Customer electronically, including through the Services.
18.6. Equitable Relief. Customer and Company agree that a breach of this Agreement may cause irreparable injury and damage, and that the non-breaching party will be entitled to injunctive and other equitable relief to prevent a breach, in addition to any other remedy to which the non-breaching party might be entitled.
18.7. Governing Law and Jury Trial Waiver. The Agreement shall be governed by and construed in accordance with the laws of (i) the United States of America and the State of Texas, if Customer is domiciled or resident in the United States or anywhere other than Canada or Europe, (ii) Canada, and Province of Ontario, if Customer is domiciled or resident in Canada, and (iii) France, if Customer is domiciled or resident in a country in Europe, in each case excluding rules governing conflict of law and choice of law. The (A) state and federal courts located in Travis County, Texas shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement if United States and the State of Texas laws apply, (B) the provincial and federal courts in in the City of Toronto, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement if Canadian law applies, and (C) the courts in Paris, France shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement if French law applies. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such applicable courts. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to the Agreement nor to any dispute or transaction arising out of the Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
18.8. Dispute Resolution. In the event of a dispute by Customer arising out of this Agreement, the parties agree that in good faith they will escalate the dispute to management in their respective organizations and agree to meet and confer at least once in an effort to resolve any such dispute within ninety (90) days of first written notice of the dispute. If such escalation and meet and confer attempts do not resolve the dispute, the parties agree to participate in at least one (1) day of non-binding mediation (costs to be split by the parties) with a mediator to which they jointly consent before proceeding filing a claim in court against the other party.
18.9. Force Majeure. Company and Customer are not liable for any delay or failure to perform any obligations under this Agreement (except for payment obligations) due to events beyond their reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster provided, however, that in the event such period of extended delay exceeds ninety (90) days in respect of a Party, either Party may terminate this Agreement upon notice to the Party, as applicable or, in the case of Company, may invoke its right of suspension in accordance with the Agreement.
18.10. Subcontractors. Company may use subcontractors and permit them to exercise Company’s rights under the Agreement, but Company remains responsible for the subcontractors and the delivery of the Services to Customer under this Agreement.
18.11. Waivers and Severability. Waiver by a party of any breach of any provision of the Agreement must be in writing and signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held impermissible pursuant to applicable law, invalid by a court of competent jurisdiction, or otherwise illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in full force and effect to the fullest extent possible.
18.12. Third Parties. Except as expressly provided herein, this Agreement does not create or establish any rights or beneficiaries for any person or entity that is not a party to this Agreement.
18.13. Export. Customer acknowledges that the Services may be subject to export control and economic sanctions restrictions imposed by the U.S. government and import restrictions by certain foreign governments (collectively “Trade Laws”). In using or accessing the Services, Customer will not allow any third party to use the Services in violation of any Trade Laws or remove or export from the U.S. or allow the export or re-export of any part of the Service or any direct product thereof to any location, party, or end-use which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval. Customer represents and warrants that it and any of its Authorized Users: (i) are not listed on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; (ii) are not an entity or person who is organized under the laws of, ordinarily resident in, or controlled by the government of, any country or region (1) that is subject to a U.S. government embargo or comprehensive sanction, (2) to which the U.S. has prohibited export transactions, or (3) that has been designated by the U.S. government as a “terrorist supporting” country; (iii) will not use the Services for the manufacture, design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity; and (iv) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations or listed on the Commerce Control List unless approved in writing by Company. Customer will notify Company promptly if it or any Authorized User becomes subject to any order or restriction listed in this Section.
18.14. Compliance with Laws. Customer and Company will comply with all applicable laws in their access, use and provision of the Services.
18.15. Open Source and Third-Party Software. The Services may incorporate third-party open-source software (“OSS”), as listed in the Documentation or provided by Company upon request. Customer’s internal use of the unmodified Services in the form provided and as authorized in this Agreement will not require Customer to comply with the terms of OSS licenses.
18.16. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
18.17. Antibribery and Kickbacks. Customer has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Company personnel or agents in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Customer becomes aware of any violation of the above restriction, Customer will promptly notify Company.
19.1. THIS SECTION CONTAINS A BINDING CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.
To the extent permitted by applicable law (“Excluded Disputes”), Customer may only bring any claims related to this Agreement in court or arbitration on its own behalf and not on a class or collective basis on behalf of others. Customer agrees that it will not participate in any class or collective action or as a member of any such class or collective proceeding for any claims related to or arising out of covered in this Agreement and Services from Company. Customer also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. YOU AGREE THAT YOU VOLUNTARILY, KNOWINGLY, AND INTELLIGENTLY WAIVE ANY RIGHT YOU MAY HAVE TO BRING OR OTHERWISE PARTICIPATE WITH OTHER PERSONS IN ANY CLASS, COLLECTIVE, CONSOLIDATED ACTION OR REPRESENTATIVE ACTION UNDER ANY FEDERAL, STATE OR LOCAL LAW OR STATUTE TO THE FULLEST EXTENT PERMITTED BY LAW. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this provision. You must use this address to opt out: brada@qvinci.com; You must include your name and residence address, the email address you use for your account with us, and a clear statement that you want to opt out. If and to the extent the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then such preceding language in this section will be null and void.
21. Conflict with Other Qvinci Agreements. To the extent Customer executes other agreements with Company and there are conflicts with this agreement, this agreement shall prevail when providing the Services pursuant to this Agreement.