Master SaaS Agreement (MSA) - Quantum Neuron

Master SaaS Agreement (MSA) - Quantum Neuron

Quantum Neuron Inc.

Version: 3.2 (ENG)

Last updated: September 9, 2026

This Master SaaS Agreement (the "Agreement") is entered into between QUANTUM NEURON INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, holding federal tax identification number EIN: 30-1448079, with its principal place of business at 169 Madison Ave STE 15768, New York, NY 10016, United States of America ("Quantum Neuron", "we", "us"), and the entity identified as the "Client" in the applicable Order Form (the "Client").

By signing an Order Form that references this Agreement, or through any other form of acceptance of this Agreement (including by using the Services), the Client agrees to be bound by this Agreement and by the documents incorporated into it by reference.

1. Definitions

Capitalized words and expressions used in this Agreement have the meanings set out below or, if not defined below, the meanings given to them in the Order Form or in the documents incorporated into this Agreement by reference.

"AI Persona" means an AI-based communication agent configured by Quantum Neuron within the agreed deployment scope and used by the Client through the Platform.

"Client Data" means all data, content and materials submitted by or on behalf of the Client to the Platform, including knowledge base content, files, documents and attachments intended to be shared or sent by the AI Persona, integration data, lead data, prospect data, recipient data, campaign data, configuration data and End User conversation content.

"DPA" means the Data Processing Agreement entered into between Quantum Neuron and the Client, available at https://quantumneuron.ai/legal/m26/dpa or at such other publication address as is specified in the Order Form, incorporated into this Agreement by reference.

"End User" means a natural person interacting with the Client's AI Persona through any communication channel supported within the Services.

"Functional Scope Annex" means the document attached to or referenced in the applicable Order Form describing the functional scope, operational limitations, integrations, exclusions, onboarding scope, usage assumptions and technical boundaries applicable to the Services.

"High-Risk AI Use Case" means any use of the Services falling within Annex III to Regulation (EU) 2024/1689 (the "EU AI Act"), including the use categories listed in Section 5.2, or any equivalent or analogous category that is designated as high-risk, restricted or otherwise subject to heightened regulatory or contractual obligations under applicable AI, data protection, sectoral laws or platform rules in the Client's jurisdiction.

"Order Form" means an ordering document entered into between Quantum Neuron and the Client specifying the commercial terms, including pricing, subscription term, scope of the Services, integrations, add-ons and any specific terms applicable to the engagement.

"Platform" means the Quantum Neuron software-as-a-service platform, including the Quantum Neuron Dashboard available at https://brain.quantumneuron.ai.

"Privacy Policy" means the Quantum Neuron Dashboard Privacy Policy available at https://quantumneuron.ai/legal/m26/privacy.

"Regional Terms" means the jurisdiction-specific terms set out in Schedule 1 (Regional Terms) to this Agreement, which apply to the Client based on the country of the Client's registered office as declared in the Order Form.

"Services" means the Platform together with the related deployment, support, integration and maintenance services provided by Quantum Neuron under this Agreement and the applicable Order Form.

"Settlement Currency" has the meaning given in Section 8.1.

"Subprocessor List" means the list of approved subprocessors maintained at https://quantumneuron.ai/legal/m26/subprocessors.

"Terms of Use" means the Quantum Neuron Terms of Use governing the use of the Platform by individual users, available at https://quantumneuron.ai/legal/m26/terms-of-use.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

"UK GDPR" means the EU GDPR as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended, together with the UK Data Protection Act 2018.

"GCC Jurisdiction" means the United Arab Emirates, the Kingdom of Saudi Arabia, Qatar, Kuwait, Bahrain or Oman.

"Campaign" means organized outbound communication initiated by or on behalf of the Client through the Services, directed at a defined recipient group, including outbound message sequences executed in any communication channel supported within the Services.

"Third-Party Platforms" means external platforms, APIs, communication channels, systems and services used in connection with the Services, including without limitation Meta, WhatsApp, Instagram, Messenger, email providers, telecommunications providers, VoIP providers, SMS providers, CRM providers, cloud providers, AI model providers and other external systems connected to the Services.

"Platform Enforcement Actions" means actions taken by any Third-Party Platform in connection with an actual or suspected violation of its terms, technical rules, limits, anti-spam policies, acceptable use policies or compliance requirements, including blocking, restriction, suspension, message rejection, template rejection, rate limiting, account limitation, number limitation, domain reputation downgrade or similar action.

"Force Majeure" means an external, extraordinary event that could not have been foreseen with due care and could not have been avoided or overcome by commercially reasonable means, which prevents or materially impedes a Party's performance of its obligations, including without limitation natural disasters, war, riots, acts of terrorism, acts of public authorities, epidemics or pandemics, strikes, failures of power, cloud or telecommunications infrastructure beyond the Party's control, and cyberattacks exceeding reasonable, industry-standard defensive measures.

2. Services and Access Right

2.1 Provision of the Services

Quantum Neuron provides the Services to the Client in accordance with this Agreement and the applicable Order Form. The Services are delivered on a software-as-a-service (SaaS) basis and are hosted on cloud infrastructure provided by Amazon Web Services in the European Union (Ireland). Quantum Neuron represents that it owns the Platform and the underlying Quantum Neuron technology (subject to third-party and open-source components used under their respective licenses) and that it holds all rights necessary to provide the Services and to grant the Client the right to access and use the Services in accordance with this Agreement.

2.2 Right to Access and Use the Services

Subject to the Client's compliance with this Agreement, Quantum Neuron grants the Client, for the term of the applicable Order Form, a limited, non-exclusive, non-transferable and non-sublicensable right to access the Services and use their functionality, revocable only in the circumstances provided for in this Agreement, solely for the Client's internal business purposes and within the scope of the applicable Order Form.

The right to access and use the Services does not include any transfer of rights or any separate license to the source code, models, algorithms, know-how, technical documentation, underlying Quantum Neuron technology or other Quantum Neuron intellectual property rights, beyond the scope technically necessary to use the functionality of the Services during the subscription term.

2.3 End Users and Authorized Users

The Client may authorize its employees, contractors and other personnel ("Authorized Users") to use the Platform on the Client's behalf, subject to the Terms of Use. The Client is responsible for the acts and omissions of its Authorized Users and for ensuring that all Authorized Users comply with this Agreement and the Terms of Use.

2.4 Beta and Experimental Features

Quantum Neuron may make available to the Client features designated as "beta", "experimental", "early access" or carrying similar designations ("Beta Features"). Beta Features are provided on an "as-is" basis, without any warranties, service level commitments or indemnities, and Quantum Neuron may modify, suspend or discontinue any Beta Feature at any time. The Client's use of Beta Features is solely at its own risk.

2.5 Scope of Services and Functional Limitations

The Services are provided within the functional scope, operational limitations, usage limits, integrations, communication channels, onboarding scope and exclusions set out in the applicable Order Form and in any Functional Scope Annex attached to or referenced in such Order Form.

The Order Form specifies the commercial package, quantities, limits, fees, subscription term, selected channels and any agreed add-ons. Unless expressly provided otherwise in the Order Form, any functionality, integrations, automations, custom development work, enterprise service level commitments, High-Risk AI Use Cases, sensitive data processing, professional services, custom API integrations, large-scale scraping, voice cloning, advanced workflows and non-standard deployments not expressly included in the Order Form are excluded from the Services and may require a separate written scope, pricing and schedule.

3. Onboarding

Activation of the Services and onboarding commence upon Quantum Neuron's receipt of full payment of the applicable Setup Fee (as defined in the Order Form) and upon the Client's provision of all access credentials, integration permissions and information reasonably required to configure the Services. Typical onboarding takes four (4) to fourteen (14) business days from receipt of the foregoing. The Client is responsible for configuring its environment to enable proper onboarding, including providing access, credentials and API permissions to the extent required.

3.1 Client-Side Delays and Integration Readiness

Quantum Neuron is not responsible for onboarding delays, launch delays, reduced functionality or the inability to activate any integration resulting from the Client's failure to timely provide access, credentials, permissions, API scopes, administrative approvals, platform verifications, billing status, technical configuration, content, knowledge base materials, lead data, templates, compliance consents or other information reasonably required to provide the Services.

Unless otherwise agreed in the Order Form, delays attributable to the Client do not postpone the subscription start date, the fee accrual start date, payment obligations, the renewal date or the minimum term.

3.2 External Systems

The Client remains responsible for the configuration, management, maintenance, billing status, compliance status and availability of its own external systems, including CRM systems, advertising accounts, Meta Business accounts, WhatsApp Business accounts, email domains, mailboxes, calendars, phone numbers, VoIP accounts, Google Workspace, Microsoft 365 and any third-party systems connected to the Services.

Quantum Neuron may assist in connecting the integrations covered by the Order Form, but unless expressly agreed in a separate written professional services scope, Quantum Neuron does not perform full configuration or management of the Client's external systems.

3.3 Quantum Neuron's Responsibilities

Quantum Neuron is responsible for: (a) making the Platform available and providing the Services in accordance with this Agreement, the applicable Order Form and the Functional Scope Annex; (b) configuring, deploying and maintaining the AI Persona within the scope agreed in the Order Form and the Functional Scope Annex; (c) implementing the integrations expressly covered by the Order Form, to the extent such implementation depends on Quantum Neuron and does not require actions, approvals, access, configuration or decisions on the part of the Client or external providers; (d) maintaining the commercially reasonable technical and organizational security measures described in the DPA and the Security Annex; (e) processing personal data entrusted by the Client in accordance with the DPA; and (f) providing support and maintenance of the Services in accordance with this Agreement and the applicable Order Form.

The Client is responsible for its data, content, instructions, business purposes, legal bases, consents, contact lists, external accounts, business decisions, Campaign approvals, oversight of the use of the Services and the Client's external systems, except to the extent the relevant damage was caused by Quantum Neuron's breach of this Agreement.

4. AI Disclaimers and Acceptable Use

4.1 AI Output Disclaimer

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND THAT THE OUTPUTS OF THE AI PERSONA ARE GENERATED IN A NON-DETERMINISTIC MANNER. AI OUTPUTS MAY NOT BE ACCURATE, COMPLETE OR CURRENT AND ARE NOT LEGALLY BINDING. QUANTUM NEURON MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS OR LEGAL SUFFICIENCY OF ANY AI-GENERATED CONTENT. THE CLIENT IS SOLELY RESPONSIBLE FOR VERIFYING ANY AI-GENERATED CONTENT BEFORE RELYING ON IT IN ANY BUSINESS, OPERATIONAL, LEGAL, FINANCIAL OR OTHER DECISION.

4.1A AI Persona Behavior and Client Oversight

The Parties acknowledge that the behavior of the AI Persona depends on the technical configuration prepared by Quantum Neuron, the data, content, instructions, knowledge bases, business rules and use cases provided or approved by the Client, and the technical limitations of the underlying AI models and Third-Party Platforms.

Quantum Neuron is responsible for configuring the AI Persona in accordance with the agreed deployment scope. The Client is responsible for the accuracy, completeness, currency and lawfulness of the content, instructions, knowledge bases, business rules, Campaign objectives and use cases provided or approved by the Client, and for oversight of the use of the AI Persona in its business.

The Client is also responsible for the content, accuracy, currency, lawfulness and rights to use and distribute all files, documents and attachments shared or sent by the AI Persona. Quantum Neuron does not verify the substantive or legal correctness of such materials.

4.1B AI Transparency Notices

The AI Persona has a built-in and by-default active disclosure to End Users that it is an artificial intelligence system, to the extent required by the transparency obligations under Article 50 of the EU AI Act (where applicable), the rules of Third-Party Platforms and this Agreement. The AI-interaction disclosure is a Quantum Neuron product standard active in all communication channels regardless of the Client's region. The standard notice text is provided by Quantum Neuron as part of the deployment. The Client may not disable or weaken the disclosure to the extent it is required by applicable law, Third-Party Platform rules or the contractual documents. The Parties may agree on notice (disclaimer) text supplied by the Client, subject to its compliance with applicable law and Third-Party Platform rules. The Client is responsible for its own context of use, its own obligations as a deployer within the meaning of the EU AI Act (where applicable) or equivalent applicable AI laws, and its own information notices to End Users beyond the built-in disclosure.

4.2 Variability of the Services

The Client acknowledges that the behavior, performance and outputs of the Services may vary depending on the underlying language models, the configuration of the AI Persona and the selected integrations, and that Quantum Neuron may from time to time replace, update or modify the underlying models and components without prior notice, provided that such changes do not materially degrade the overall functionality of the Services.

4.3 No Guarantee of Business Outcome

THE CLIENT ACKNOWLEDGES THAT THE SERVICES ARE AI-ASSISTED AUTOMATION, COMMUNICATION, WORKFLOW SUPPORT AND ENGAGEMENT TOOLS. QUANTUM NEURON DOES NOT GUARANTEE ANY SPECIFIC COMMERCIAL, SALES, MARKETING, OPERATIONAL, FINANCIAL OR CONVERSION RESULT, INCLUDING ANY NUMBER OF LEADS, MEETINGS, RESPONSES, SALES OPPORTUNITIES, CLOSED TRANSACTIONS, REVENUE, CUSTOMER SATISFACTION IMPROVEMENT, COST REDUCTION, EFFICIENCY GAIN OR RETURN ON INVESTMENT.

Any examples, projections, benchmarks, demonstrations, case studies, simulations, estimates or anticipated results presented by Quantum Neuron are illustrative only and do not constitute a guarantee, assurance, representation or binding commitment.

4.4 Acceptable Use

The Client shall use the Services solely for lawful business purposes and in accordance with this Agreement and the Terms of Use. The Client shall not, and shall not permit any Authorized User or End User to:

1. use the Services to conduct, promote or facilitate any illegal, harmful, abusive or fraudulent activity;
2. generate or distribute spam, phishing or malware;
3. impersonate any person or entity;
4. disseminate hate speech, harassment or threats;
5. infringe intellectual property rights or third-party rights;
6. circumvent security measures, usage limits or access restrictions;
7. circumvent content filters, moderation mechanisms or prompt-injection safeguards;
8. submit or process special categories of personal data within the meaning of Article 9 EU GDPR or equivalent provisions of applicable data protection laws without Quantum Neuron's prior written consent and the required additional terms;
9. use the Services in any High-Risk AI Use Case other than in accordance with Section 5; or
10. reverse engineer, decompile or attempt to derive the source code or underlying assumptions of the Services, except to the extent permitted by mandatory applicable law.

4.5 General Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUANTUM NEURON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. QUANTUM NEURON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL NOT BE LOST.

5. High-Risk AI Use Cases

5.1 Default Classification

The Services are designed and provided as a limited-risk AI system within the meaning of the EU AI Act. In their default configuration, the Services are subject only to the transparency obligations applicable to limited-risk AI systems, as further described in the DPA.

5.2 High-Risk Restriction

The Client shall not use the Services, in whole or in part, for any High-Risk AI Use Case, including any use case classified as a high-risk AI system under Annex III to the EU AI Act, including without limitation:

1. recruitment, candidate screening, employee evaluation, employment-related decisions or human resources management;
2. creditworthiness assessment or credit scoring of natural persons;
3. risk assessment, eligibility determination or pricing in life and health insurance;
4. eligibility for, or access to, essential public services or social benefits;
5. educational assessment, admission, scoring or evaluation of students;
6. law enforcement, migration, asylum or border control;
7. administration of justice or democratic processes; or
8. biometric identification or biometric categorization of natural persons,

in each case except where the Parties have entered into an Enterprise High-Risk AI Addendum to this Agreement setting out the additional compliance obligations applicable to such use case.

5.3 Notification Obligation

The Client shall promptly notify Quantum Neuron in writing (email being sufficient) if the intended or actual use of the Services falls or may fall within a High-Risk AI Use Case category, before commencing such use.

5.4 Remedies

Use of the Services in violation of this Section 5 constitutes a material breach of this Agreement and entitles Quantum Neuron to suspend or terminate the Services with immediate effect, without prejudice to any other rights or remedies available to Quantum Neuron under this Agreement or applicable law.

5.5 AI Regulatory Scope

The restrictions in this Section 5 apply to the extent the Client's use of the Services is subject to the EU AI Act or any equivalent mandatory AI law applicable in the Client's jurisdiction. With respect to Clients established in the United Kingdom, a GCC Jurisdiction or otherwise outside the European Union, references to the EU AI Act apply only to the extent the relevant use, deployment, output, placing on the market or legal obligation falls within the territorial or extraterritorial scope of the EU AI Act. Nothing in this Section 5 limits obligations that may arise under the laws of the United Kingdom, any GCC Jurisdiction or other applicable AI, data protection, consumer protection, sectoral or safety laws or platform rules. The Client acknowledges that the contractual restrictions on High-Risk AI Use Cases set out in Section 5.2 apply as a contractual safety standard to all Clients under this Agreement, regardless of whether the EU AI Act applies as a direct regulatory regime to the Client's specific use case.

6. Client Obligations

The Client shall:

1. use the Services in accordance with this Agreement, the Terms of Use, the applicable Order Form and applicable law;
2. ensure the accuracy, completeness and lawfulness of the Client Data submitted to the Services;
3. maintain the confidentiality of its access credentials and promptly notify Quantum Neuron of any unauthorized access or suspected security incident;
4. provide and maintain current contact and billing information;
5. obtain and maintain all consents, information notices and legal bases required under applicable data protection laws with respect to the Client Data and End User interactions, in accordance with the DPA;
6. obtain and maintain all consents, information notices, legal bases, opt-ins, opt-out records, suppression lists and permissions required under applicable marketing, communications, telecommunications, email, SMS, telemarketing, social media and messaging laws and platform rules, including - to the extent applicable to the Client - the EU GDPR, the UK GDPR, the EU ePrivacy Directive and the national laws implementing the ePrivacy Directive in the Client's country of establishment and in the recipient's country, the UK Privacy and Electronic Communications Regulations (PECR), and, where applicable, the US Telephone Consumer Protection Act (TCPA), the US CAN-SPAM Act, the Canadian Anti-Spam Legislation (CASL), applicable GCC telecommunications regulations, and any equivalent communications, anti-spam or telemarketing laws in force in the Client's jurisdiction and in the recipients' jurisdictions;
7. ensure that its use of the Services complies with the rules, policies, technical requirements, rate limits and terms of third-party platforms and communication channels;
8. ensure that all Authorized Users comply with the Terms of Use;
9. be responsible for all activity conducted through its account, AI Personas, integrations, communication channels and Authorized Users; and
10. cooperate with Quantum Neuron in good faith with respect to onboarding, support and the operation of the Services.

6A. Lead Data, Outbound Communications and Marketing Consents

6A.1 Client Responsibility

The Client is solely responsible for the lawful acquisition, sourcing, import, upload, storage, use and activation of any leads, contact lists, recipient data, customer data, prospect data, phone numbers, email addresses, social media identifiers or other recipient information used in connection with the Services, including any outbound communication initiated, automated, assisted or supported through the AI Persona.

6A.2 Required Legal Basis and Consents

The Client shall ensure that it has obtained and will maintain all legal bases, information notices, consents, opt-in and opt-out records and suppression lists required under applicable law (including the EU GDPR and, as applicable to the Client's country of establishment and the recipient's country, the national laws implementing the ePrivacy Directive, the PECR or equivalent communications and anti-spam laws, including applicable GCC telecommunications and anti-spam regulations) and under the rules of Third-Party Platforms, for Campaigns and other outbound communication carried out using the Services.

6A.3 No Verification by Quantum Neuron

Quantum Neuron does not verify the legality, source, consent status, marketing consent status, opt-out status, suppression status, accuracy or quality of leads, contact lists or recipient data provided by the Client, unless expressly agreed otherwise in a separate written compliance service.

6A.4 Campaign Responsibility

The Client is solely responsible for the content, timing, targeting, configuration, scripts, prompts, instructions, campaign logic, business purpose, legal basis and strategy of outbound communication initiated through or assisted by the Services.

6A.5 Prohibited Outbound Activities

The Client shall not use the Services to send spam, unsolicited communications, unlawful direct marketing, communications to persons who have withdrawn consent, communications lacking a required legal basis, or communications violating applicable law or the terms, policies or technical rules of third-party platforms, including Meta, WhatsApp, Instagram, Messenger, email providers, telecommunications providers, CRM providers, VoIP providers, SMS providers or advertising platforms.

6A.6 Regulatory Indemnity for Outbound Instructions

The Client shall indemnify Quantum Neuron in accordance with Section 13.1 for any regulatory fines, penalties, carrier penalties, platform penalties and related third-party claims arising out of outbound communications initiated on the Client's instructions or through the Client's use of the Services, including breaches of telecommunications, anti-spam or do-not-call regulations in the Client's or the recipients' jurisdictions.

6A.7 Remedies

Any breach of this Section 6A constitutes a material breach of this Agreement and may result in immediate suspension or termination of the affected Services, AI Persona, Campaign, integration, channel or account, without prejudice to any other rights or remedies available to Quantum Neuron.

6B. Third-Party Platforms and Channels

6B.1 Third-Party Dependencies

The Client acknowledges that certain functionality of the Services depends on third-party platforms, APIs, communication channels, telecommunications providers, CRM systems, email providers, social platforms, cloud providers, AI model providers, payment providers, workflow automation providers and other external services used by Quantum Neuron.

6B.2 No Liability for Third-Party Limitations

Quantum Neuron is not liable for any unavailability, delay, restriction, policy change, account limitation, API change, rate limit, template rejection, message rejection, deliverability issue, spam classification, number blocking, domain reputation issue, suspension, degradation, outage or enforcement action caused by or attributable to such third-party platforms or to the Client's configuration, account status, credentials, permissions, billing status, compliance status, content, reputation or use of such third-party platforms.

6B.3 Integration Modifications

Quantum Neuron may suspend, modify, replace or discontinue any integration, channel or third-party dependency where reasonably necessary due to applicable law, platform policies, vendor requirements, security requirements, technical constraints or risk management requirements.

6B.4 Platform Rules

The Client acknowledges that the AI Persona must comply with the rules of third-party platforms, including messaging windows, template approval rules, rate limits, outbound communication restrictions, acceptable use policies, anti-spam rules and technical requirements. Quantum Neuron is not obligated to circumvent, bypass or act contrary to such rules.

7. Service Availability

Quantum Neuron will use commercially reasonable efforts to maintain a monthly availability of the Services of 99.5%, excluding scheduled maintenance windows and Force Majeure events. The availability target in this Section is provided on a best-efforts basis and is not subject to service credits or other compensatory remedies under this Agreement. Specific service level commitments and associated remedies, if any, may be separately agreed in the Order Form or in a supplemental enterprise SLA.

Availability commitments do not apply to third-party platforms, communication channels, AI model providers, telecommunications providers, VoIP providers, SMS providers, email providers, CRM systems, Client systems, Client accounts, Client configuration, Beta Features, integrations outside Quantum Neuron's reasonable control, or any unavailability caused by the Client's breach of this Agreement or failure to maintain required access, permissions or platform compliance.

8. Fees and Payments

8.1 Fees; Currency; Taxes

The Client shall pay the fees specified in the applicable Order Form. Unless otherwise indicated in the Order Form, invoices under this Agreement are issued by Quantum Neuron (Quantum Neuron Inc.). All fees are net amounts and are exclusive of VAT, GST, sales tax and other indirect taxes, duties and levies. The treatment of indirect taxes depends on the Client's jurisdiction and is set out in the Regional Terms (Schedule 1); as a general rule for cross-border B2B supplies, Quantum Neuron issues invoices without indirect tax and the Client self-accounts for any applicable VAT/GST under the reverse charge or equivalent mechanism of its country of establishment. The Client represents that it acquires the Services as a business and, where applicable, as a person registered or required to be registered for VAT/GST or an equivalent indirect tax, and is responsible for providing correct registration data, a valid VAT/tax identification number and any other information required for correct invoicing.

The settlement currency for fees is the currency specified in the applicable Order Form (USD, EUR, GBP or AED); in the absence of a designation, the settlement currency is USD (the "Settlement Currency"). All payments shall be made exclusively in the Settlement Currency stated on the invoice. The Client shall not be entitled to discharge any payment obligation in any other currency. The Client shall not withhold or set off any amounts due under this Agreement except with Quantum Neuron's prior written consent.

8.2 Setup Fee

Where the Order Form provides for a setup or activation fee (the "Setup Fee"), such Setup Fee is a one-time, non-refundable fee payable upon signature of the Order Form. Activation of the Services will not commence until the Setup Fee has been received by Quantum Neuron.

8.3 Payment Terms; Late Payment

Invoices are payable on the date specified in the applicable Order Form. Where no payment date is specified, payment is due within fourteen (14) days of the invoice date. Unless the Order Form provides otherwise, payment shall be made by wire transfer to the bank account of Quantum Neuron indicated on the invoice or - if so elected in the Order Form - via Stripe payments (payment link or Stripe subscription) settled to the account of Quantum Neuron Inc. Any amount not paid when due shall bear late payment interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, accruing from the due date until paid in full.

8.4 Discounts and Incentives

The conditions for granting and activating discounts or other incentives are set out in the applicable Order Form. In the event of any inconsistency between this Section and the Order Form, the Order Form prevails.

8.5 Suspension for Non-Payment; Reactivation Fee

Quantum Neuron reserves the right to suspend the Client's access to the Services if any payment is not received within five (5) business days of a written reminder (by email) sent to the Client's billing contact. Suspension does not relieve the Client of its payment obligations. Subscription fees continue to accrue without change during the suspension period, and the suspension period does not extend the current subscription term. Quantum Neuron may condition restoration of access to the Services on the prior settlement of all amounts due together with interest and on payment of a reactivation fee equal to 20% of the overdue net amount, but no less than USD 250 net or, if the Settlement Currency is not USD, the equivalent of that amount in the Settlement Currency at the reference exchange rate published by the European Central Bank or, where no such rate is available for the Settlement Currency, a publicly available mid-market rate from a reputable source such as Bloomberg, in each case as of the business day preceding the issuance of the relevant document, and no more than the equivalent of one monthly subscription fee net, unless the Order Form provides otherwise. THE PARTIES AGREE THAT THE REACTIVATION FEE IS A GENUINE PRE-ESTIMATE OF THE ADMINISTRATIVE, OPERATIONAL AND RE-PROVISIONING COSTS AND LOSSES ARISING FROM SUSPENSION AND REACTIVATION, WHICH ARE DIFFICULT TO QUANTIFY PRECISELY, AND CONSTITUTES LIQUIDATED DAMAGES AND NOT A PENALTY.

8.6 Automatic Renewal and Renewal Pricing

Subscription terms renew automatically for successive periods equal in length to the initial subscription term, unless either Party gives notice of non-renewal by email at least thirty (30) days before the end of the then-current term, or unless the Order Form expressly provides otherwise. Quantum Neuron may update the fees applicable to a renewal term upon prior written notice by email sent to the Client's administrative contact at least thirty (30) days in advance.

8.7 No Set-Off

The Client shall not withhold or set off any payments due under this Agreement on account of claims, support inquiries or pending clarifications. All payments are unconditional and shall be made in accordance with the Order Form.

8.8 Tax Character of the Fees

The Parties acknowledge that the fees payable under this Agreement and the applicable Order Form constitute consideration for access to cloud software on a software-as-a-service basis, deployment, integration, onboarding, support, maintenance, communication, automation and related services.

The limited right to access and use the Services referred to in Section 2.2 is ancillary to the provision of the Services on a SaaS basis, is covered by the consideration referred to in this Section, and does not constitute a separately remunerated license to Quantum Neuron's intellectual property, a transfer of rights, a sale of software copies, delivery of source code, a transfer of know-how or a right to independent commercial exploitation of Quantum Neuron technology.

The Parties mutually declare that the consideration payable under this Agreement and the applicable Order Form constitutes in its entirety consideration for the provision of software on a SaaS basis and related services and does not include royalties within the meaning of the applicable double taxation treaty between the United States of America and the Client's country of tax residence, nor royalties or similar license fees within the meaning of the withholding tax provisions of the Client's country of tax residence.

8.9 Tax Documentation

Upon reasonable request, Quantum Neuron may provide commercially reasonable tax documentation customarily required for B2B SaaS transactions, to the extent applicable and available. Invoices under this Agreement are issued by Quantum Neuron Inc. as an entity established in the United States of America; the relevant tax documentation is documentation relating to Quantum Neuron Inc., including a certificate of tax residence of the United States of America (IRS Form 6166) provided in accordance with Section 23.4.

9. Data Protection and Privacy

Quantum Neuron processes Client Data and personal data in accordance with the DPA, the Privacy Policy and applicable data protection laws, including the EU GDPR and the UK GDPR and, where applicable under the Regional Terms, the data protection laws of the Client's jurisdiction. The DPA, the Privacy Policy and the Subprocessor List are incorporated into this Agreement by reference and form an integral part of it.

With respect to the Processing of the Client's Personal Data within the Services, the Client acts as Controller and Quantum Neuron (Quantum Neuron Inc.) acts as Processor established in a third country within the meaning of the EU GDPR. Quantum Neuron has appointed, on the basis of a written mandate, Quantum Neuron Sp. z o.o. with its registered office in Warsaw (ul. Żurawia 6/12/745, 00-503 Warsaw, Poland, KRS: 0001222865) as its representative in the European Union within the meaning of Article 27 EU GDPR, and Kochanowski Consulting Ltd, 151 Picton Road, Liverpool, Merseyside L15 4LG, United Kingdom, as its representative in the United Kingdom within the meaning of Article 27 UK GDPR. Neither representative is a party to this Agreement, participates in the processing of Client Data or the Client's Personal Data, or acts as a processor or subprocessor.

The primary processing location for Client Data is the European Economic Area (AWS infrastructure, Ireland), as set out in Section 9 of the DPA. Cross-border transfers of personal data to Quantum Neuron as a processor in a third country, including access from the United States, are governed by the DPA and the European Commission's Standard Contractual Clauses (EU SCCs, Module 2: controller-to-processor; Module 3 where the Client acts as processor), and, with respect to data subject to the UK GDPR, additionally by the UK Addendum to the EU SCCs, in accordance with the DPA. Quantum Neuron does not rely on the EU-U.S. Data Privacy Framework or the UK-US Data Bridge as a transfer mechanism.

10. AI Model Training

The use of Client Data for AI model fine-tuning and non-production test environments is governed exclusively by Section 14 of the DPA, including the documented process of irreversible anonymization and the Client's opt-out right. Following successful anonymization, the resulting data no longer constitutes Personal Data within the meaning of applicable data protection laws.

Where the applicable Order Form provides for an opt-out from the use of data for AI model improvement or from the anonymization pipeline, such opt-out applies from the beginning of the relevant subscription term, subject to the DPA.

For the avoidance of doubt, Quantum Neuron does not use the Client's Personal Data in identifiable form to train, fine-tune or improve AI models, except for data previously subjected to effective anonymization in accordance with the DPA.

11. Intellectual Property and Feedback

11.1 Quantum Neuron IP

Quantum Neuron retains all right, title and interest in and to the Platform, the Services, all underlying software, models, algorithms, technology, documentation, trademarks and know-how, and all intellectual property rights therein, including any modifications, improvements and derivative works. Except for the limited right to access and use the Services provided in Section 2.2, no rights are transferred to the Client under this Agreement.

11.2 Client Data

As between the Parties, the Client retains all right, title and interest in and to the Client Data. The Client grants Quantum Neuron a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit and display the Client Data solely to the extent necessary to provide and operate the Services in accordance with this Agreement and the DPA.

11.3 AI-Generated Outputs

Subject to Quantum Neuron's underlying intellectual property rights in the Platform, the Services and the underlying models, the Client owns the AI-generated outputs produced through the Client's use of the Services with respect to the Client's specific subject matter. The Client is solely responsible for verifying, reviewing and using such outputs, in accordance with Section 4.1.

11.4 Configuration Content

AI Persona configurations, system prompts, instructions, conversation flows, persona behavioral logic, knowledge base architecture, prompt engineering, integration configurations, voice settings and similar elements constituting Quantum Neuron's methodology, know-how and AI engineering are Quantum Neuron's intellectual property, even where customized for or at the direction of the Client and even where Authorized Users contribute to such elements, unless expressly agreed otherwise in the Order Form.

11.5 Feedback License

If the Client or any of its Authorized Users provides Quantum Neuron with comments, suggestions, ideas or recommendations regarding the Services ("Feedback"), the Client hereby grants Quantum Neuron a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, distribute and exploit such Feedback for any purpose, including to improve and commercialize the Services, without any obligation or compensation to the Client. Feedback is provided voluntarily and without any expectation of confidentiality.

12. Confidentiality

12.1 Confidentiality Obligation

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Agreement ("Confidential Information"). The receiving Party shall: (a) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses for its own confidential information of a similar nature, but in no event less than reasonable care; and (c) not disclose the Confidential Information to any third party, except to its personnel, advisors and subcontractors bound by confidentiality obligations, on a need-to-know basis.

12.2 Duration

The confidentiality obligations in this Section 12 survive termination or expiration of this Agreement for a period of three (3) years.

12.3 Exceptions

The confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was independently developed by the receiving Party without use of the Confidential Information; (c) was lawfully disclosed to the receiving Party by a third party not bound by a confidentiality obligation; or (d) must be disclosed by law or by order of a competent authority, provided that the receiving Party promptly notifies, to the extent legally permitted, the disclosing Party to enable it to seek protection.

13. Indemnification

13.1 Indemnification by the Client

The Client shall indemnify, defend and hold harmless Quantum Neuron, its affiliates and their respective directors, officers, employees and contractors from and against any and all third-party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of:

1. the Client's misuse of the Services;
2. the Client's violation of applicable law;
3. the Client's breach of Section 4 (Acceptable Use), Section 5 (High-Risk AI Use Cases) or Section 6A (Lead Data, Outbound Communications and Marketing Consents), including any regulatory fines, carrier penalties or platform penalties arising from the Client's outbound instructions as described in Section 6A.6;
4. any infringement or violation caused by Client Data, lead data, knowledge base content, integration content, campaign content or content provided by the Client that infringes third-party rights or violates applicable law;
5. any third-party claim arising from AI Persona outputs to the extent such claim relates to Client Data, the Client's AI Persona configuration, prompts, instructions, campaign logic, outbound communications or the Client's use of AI Persona outputs;
6. the Client's failure to obtain or maintain required consents, legal bases, information notices, opt-ins, opt-out records or permissions; or
7. violations of third-party platform terms, communication channel rules or vendor policies caused by the Client's use of the Services.

13.2 Indemnification by Quantum Neuron

Subject to Sections 13.3 and 13.4, Quantum Neuron shall defend the Client against any third-party claim alleging that the Services, in their unmodified form and used in accordance with this Agreement, infringe that third party's patent, copyright, registered trademark or trade secret (a "Covered Claim"), and shall pay the damages and costs finally awarded against the Client with respect to a Covered Claim, or the amounts agreed by Quantum Neuron in a settlement of a Covered Claim.

Quantum Neuron's indemnification obligations under this Section 13.2 are conditioned on: (i) the Client promptly notifying Quantum Neuron in writing of the Covered Claim; (ii) Quantum Neuron having sole control of the defense and settlement of the Covered Claim; (iii) the Client providing reasonable cooperation in the defense at Quantum Neuron's expense; and (iv) the Client not entering into any settlement of a Covered Claim without Quantum Neuron's prior written consent.

13.3 Exclusions from Indemnification

The indemnities in Sections 13.1 and 13.2 do not apply to any claim arising from:

1. modifications of the Services made by or on behalf of the Client without Quantum Neuron's prior written consent;
2. the combination, integration or use of the Services with any software, hardware, data or service not provided or expressly authorized by Quantum Neuron, where the alleged infringement would not have arisen but for such combination, integration or use;
3. use of the Services outside the scope of the access and use right provided in this Agreement, contrary to the documentation, or in breach of this Agreement, the Terms of Use or applicable law;
4. Client Data, knowledge base content, integration content, lead data, campaign content, prompts, instructions or other content provided by or on behalf of the Client;
5. Beta Features or features provided on an "as-is" basis;
6. open-source components used in accordance with the terms of their respective open-source licenses;
7. the Client's failure to implement updates, modifications or replacements of the Services made available by Quantum Neuron that would have eliminated or mitigated the alleged infringement;
8. output generated by the AI Persona to the extent the alleged infringement results from the content of such output, the Client's prompts, the Client's configuration or the Client Data used to generate the output;
9. use of the Services outside the scope of the Functional Scope Annex or the Order Form; or
10. third-party integrations or connections not provided or expressly authorized by Quantum Neuron.

13.4 Quantum Neuron Remedies and Procedure

If a Covered Claim is brought or, in Quantum Neuron's reasonable opinion, is likely to be brought, Quantum Neuron may, at its sole discretion and expense:

1. modify the Services to be non-infringing while preserving substantially equivalent functionality;
2. obtain for the Client the right to continue using the Services as contemplated by this Agreement; or
3. if (a) and (b) are not commercially reasonable, terminate the affected portion of this Agreement by written notice to the Client and refund any prepaid and unused fees attributable to the terminated portion of the Services, calculated pro rata from the date of termination.

13.5 Exclusive Remedy

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION 13 STATES QUANTUM NEURON'S ENTIRE LIABILITY AND THE CLIENT'S EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF OR RELATING TO THE SERVICES.

14. Limitation of Liability

14.1 Liability Cap

SUBJECT TO SECTION 14.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO QUANTUM NEURON UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.2 Exclusion of Indirect Damages

SUBJECT TO SECTION 14.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Carve-Outs

The limitations and exclusions in Sections 14.1 and 14.2 do not apply to:

1. either Party's payment obligations under this Agreement;
2. the Client's indemnification obligations under Section 13;
3. breach of the confidentiality obligations under Section 12;
4. breach of the Acceptable Use restrictions in Section 4 or the High-Risk AI restrictions in Section 5;
5. the Client's breach of Section 6A (Lead Data, Outbound Communications and Marketing Consents);
6. fraud, gross negligence, willful misconduct or intentional breach by the breaching Party;
7. infringement of the other Party's intellectual property rights by the breaching Party; or
8. liability that cannot be limited or excluded under mandatory applicable law.

14.4 Insurance Requirements

Upon the Client's reasonable request, the Parties shall negotiate in good faith insurance requirements (including scope of coverage and coverage amount) as a condition of entering into Order Forms with an aggregate net value exceeding USD 70,000. Insurance requirements agreed in this manner do not modify or expand the liability cap set out in Section 14.1, unless the Parties expressly agree otherwise in writing.

15. Term and Termination

15.1 Term

This Agreement takes effect on the effective date of the first Order Form entered into between the Parties and remains in force for the term specified in such Order Form, including any renewal terms in accordance with Section 8.6, unless earlier terminated in accordance with this Section 15.

15.2 Termination for Cause

Either Party may terminate this Agreement (or any affected Order Form) for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach. Termination for cause is without prejudice to any other rights or remedies of the terminating Party.

15.3 Termination by the Client

The Client is not entitled to terminate this Agreement or an Order Form before the end of the then-current subscription term, except: (a) for cause in accordance with Section 15.2; (b) in the cases expressly provided in this Agreement, including Section 13.4 and Section 22.4; and (c) where an early termination right has been expressly granted to the Client in the Order Form or in an annex to the Order Form - solely to the extent and on the conditions stated therein. Termination must be in writing (email being sufficient) and does not relieve the Client of its obligation to pay fees due for the period up to the effective date of termination.

15.4 Termination by Quantum Neuron for Material Abuse

Without prejudice to Section 15.2, Quantum Neuron may suspend or terminate the Services, any integration, any AI Persona, any outbound campaign, any communication channel or any Client account with immediate effect upon written notice to the Client in the event of a breach of Section 4 (Acceptable Use), Section 5 (High-Risk AI Use Cases) or Section 6A (Lead Data, Outbound Communications and Marketing Consents), without any obligation to provide a cure period.

16. Suspension Rights

Quantum Neuron may suspend the Services, any integration, any AI Persona, any outbound campaign, any communication channel or any Client account, in whole or in part, immediately upon notice, where Quantum Neuron reasonably determines that:

1. the Client has breached this Agreement, the Terms of Use, the DPA, the Order Form or applicable law;
2. the Services are being used for spam, unlawful marketing, fraud, security abuse, platform abuse, High-Risk AI Use Cases without the required addendum, or other prohibited activity;
3. suspension is necessary to protect Quantum Neuron, the Services, other clients, End Users, third-party platforms or the public interest;
4. a third-party platform, regulator, court or competent authority requires or recommends suspension; or
5. continued provision of the Services may expose Quantum Neuron to legal, regulatory, security or reputational risk or to Platform Enforcement Actions.

Suspension does not relieve the Client of payment obligations accrued before or during the suspension, unless the suspension resulted solely from an uncured material breach by Quantum Neuron. Suspension exercised in accordance with this Section 16 or with the Regional Terms is not a service failure and does not trigger any service credits or compensatory remedies.

17. Effects of Termination

17.1 Termination of Access

Upon termination or expiration of this Agreement, the Client's access to the Services will be deactivated and all fees owed to Quantum Neuron will become immediately due and payable. If this Agreement or an Order Form is terminated by Quantum Neuron for reasons attributable to the Client, in particular under Section 15.2, the subscription fees for the remainder of the then-current subscription term, at the rates set out in the Order Form, shall also become immediately due and payable. This provision fixes the time at which the Client's existing payment obligations become due; it is an acceleration of amounts owed for the committed subscription term and not a penalty or forfeiture.

17.2 Return or Deletion of Client Data

The return or deletion of the Client's Personal Data following termination is governed by Section 15 of the DPA.

17.3 Survival

The provisions of this Agreement that by their nature are intended to survive termination or expiration remain in force, including: Definitions (Section 1), AI Output Disclaimer (Section 4.1), General Disclaimer of Warranties (Section 4.5), No Guarantee of Business Outcome (Section 4.3), Lead Data, Outbound Communications and Marketing Consents (Section 6A), Data Protection and Privacy (Section 9), AI Model Training (Section 10), Intellectual Property and Feedback (Section 11), Confidentiality (Section 12), Indemnification (Section 13), Limitation of Liability (Section 14), Suspension Rights (Section 16), Effects of Termination (Section 17), Notices (Section 21), Tax Character of the Fees (Section 8.8), Export Control and Taxes (Section 23), Governing Law and Dispute Resolution (Section 24), and any other provisions whose survival is necessary for the enforcement of the Parties' rights and obligations.

18. Assignment

The Client may not assign or transfer this Agreement or any rights or obligations under it without Quantum Neuron's prior written consent signed by an authorized signatory, by handwritten signature or through an agreed electronic signature platform, for example DocuSign. Quantum Neuron may assign or transfer this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, upon written notice to the Client. Any unauthorized assignment is null and void.

19. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, caused by circumstances beyond its reasonable control, including without limitation Force Majeure events, natural disasters, war, riots, civil unrest, epidemics or pandemics, cyberattacks exceeding reasonable industry-standard defensive measures, strikes, labor disputes or failures of cloud or telecommunications infrastructure. The time for performance shall be extended by the duration of the impediment caused by the Force Majeure event, including the period necessary to restore proper operation of the Services with due care.

20. Anti-Corruption

Each Party represents and warrants that, in connection with this Agreement and its performance, it will comply with all applicable anti-corruption and anti-bribery laws, including without limitation the United States Foreign Corrupt Practices Act of 1977 ("FCPA") and the United Kingdom Bribery Act 2010, as well as any equivalent laws in force in the jurisdictions in which the Parties operate. Neither Party will, directly or indirectly, offer, promise, give or authorize the giving of any bribe, kickback or other improper payment or advantage to any person, including any government official, in connection with this Agreement. Each Party shall promptly notify the other Party in writing of any actual or suspected violation of this Section 20 of which it becomes aware.

21. Notices; Electronic Communications

All notices, requests, consents and other communications under this Agreement shall be made in writing, which includes email, and delivered to the contacts designated by the Parties:

1. Notices to Quantum Neuron shall be addressed to contact@quantumneuron.ai (operational matters), legal@quantumneuron.ai (legal matters, including notices of breach, termination, indemnification and force majeure) and privacy@quantumneuron.ai or ido@quantumneuron.ai (data protection matters under the DPA). To the extent mandatory applicable law or this Agreement requires delivery in paper form, correspondence to Quantum Neuron shall be addressed to: Quantum Neuron Inc., 169 Madison Ave STE 15768, New York, NY 10016, United States of America;
2. Notices to the Client shall be addressed to the administrative, legal, billing or privacy contact, as applicable, designated by the Client in the Order Form. In the absence of such designation, notices will be sent to the email address most recently used by the Client in connection with this Agreement.

Notices are deemed delivered on the next business day after the email is sent, provided the sender has not received a delivery failure notification. Either Party may update its designated contacts at any time by notice given in accordance with this Section 21.

22. Amendments

22.1 Order Form Amendments

Amendments to the commercial terms set out in the Order Form, including pricing, scope of Services, subscription term, billing frequency or specific add-ons, require an amendment signed by authorized representatives of both Parties - by handwritten signature or through an agreed electronic signature platform, for example DocuSign. Any purported amendment not executed in this manner is void.

22.2 Non-Material Amendments to this Agreement

The version of this Agreement binding on the Parties is the version published at the publication address https://quantumneuron.ai/legal/m26/, or such other publication address as is specified in the Order Form, bearing the contract framework version designation indicated in the applicable Order Form, as amended in accordance with this Section 22. Quantum Neuron may make non-material amendments to this Agreement, including editorial, clarifying, technical or other minor changes that do not materially diminish the Client's rights or materially expand the Client's obligations, by publishing an updated version at that address. Non-material amendments take effect upon publication. Quantum Neuron will provide the Client with access to archived versions upon request.

22.3 Material Amendments to this Agreement

Material amendments to this Agreement, including changes to fees outside the renewal mechanism in Section 8.6, changes to the scope of the Services to the Client's detriment, changes to the liability or indemnification provisions, or changes to the governing law or dispute resolution provisions, take effect no earlier than thirty (30) days after Quantum Neuron gives written notice to the Client's administrative contact in accordance with Section 21.

22.4 Right to Object

The Client may object to any material amendment within thirty (30) days of receiving the notice. If the Client objects, the Parties shall seek a mutually acceptable solution in good faith within thirty (30) days. If no solution is reached, the Client may, as its sole and exclusive remedy, terminate this Agreement on thirty (30) days' notice with a pro rata refund of prepaid and unused fees, and the previous version of this Agreement will continue to apply during the notice period.

22.5 Accompanying Documents

Amendments to the accompanying documents, including the DPA, the Privacy Policy, the Subprocessor List and the Terms of Use, are governed by the amendment provisions contained in those documents. Material amendments to the DPA are subject to the procedure set out in Section 20 of the DPA.

22.6 Continued Use

The Client's continued use of the Services after the effective date of a non-material amendment constitutes acceptance of such amendment.

23. Export Control and Taxes

23.1 Export Control and Sanctions

The Client shall not export, re-export, transfer or otherwise make available the Services or any part of them to any country, entity or person prohibited under the export control laws, trade sanctions or embargoes of the United States, the European Union, the United Kingdom or any other applicable jurisdiction, including any sanctions regimes administered by the Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, including the Office of Financial Sanctions Implementation HM Treasury, the United Nations or any equivalent authority. The Client represents and warrants that neither the Client nor any of its Authorized Users is a sanctioned person, is located in a sanctioned territory or acts on behalf of any such person or territory.

23.2 No Permanent Establishment

The Parties acknowledge that the Services are intended to be provided remotely as cloud software on a software-as-a-service basis. Nothing in this Agreement is intended to create a permanent establishment, branch, agency, dependent agent, taxable presence or similar local presence of Quantum Neuron in the Client's jurisdiction.

23.3 No Advisory Services

For the avoidance of doubt, the Services are provided as an automated software platform and related SaaS services. Quantum Neuron does not provide legal, tax, financial, medical or other regulated professional advisory services and does not act as the Client's agent, fiduciary, broker, representative or professional advisor.

23.4 Withholding Tax

The tax character of the fees, including the Parties' mutual declaration that the consideration does not include royalties, is set out in Section 8.8.

Upon the Client's request, Quantum Neuron will provide the Client with a current certificate of tax residence of the United States of America (IRS Form 6166) - once per tax year. The Parties will cooperate in good faith to apply the benefits of the applicable double taxation treaty between the United States of America and the Client's country of tax residence, including with a view to no withholding tax being levied or a reduced rate being applied.

If, notwithstanding the character of the supply described in Section 8.8, the Client is required under mandatory applicable law to withhold tax from any payment to Quantum Neuron, the amounts due to Quantum Neuron shall be increased so that, after the required withholding is made, Quantum Neuron receives a net amount equal to the amount it would have received had no withholding been required (gross-up).

The Client shall exercise the due diligence required by the laws of its country of establishment when verifying the conditions for non-withholding, exemption or a reduced rate, and shall inform Quantum Neuron in writing before making any withholding of tax at source.

24. Governing Law and Dispute Resolution

24.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Mandatory Local Law

Notwithstanding Section 24.1, this Agreement is also subject to any mandatory provisions of law applicable to business-to-business contracts in the Client's jurisdiction, including without limitation data protection laws, such as the EU GDPR and the UK GDPR, AI laws, telecommunications and electronic communications laws, marketing and anti-spam laws and other mandatory provisions, in each case to the extent required by such law, together with the applicable terms of third-party platforms to the extent relevant to the Client's use of the Services. Any consumer protection provisions apply only if and to the extent they apply to interactions with End Users, and not to the contractual relationship between Quantum Neuron and the Client.

24.3 Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement, including its existence, validity, breach or termination, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The seat of the arbitration shall be New York, New York, USA. The arbitration shall be conducted before one (1) arbitrator appointed in accordance with the AAA Commercial Arbitration Rules. The language of the arbitration shall be English. The arbitration proceedings, all submissions and the award shall be confidential, except as necessary to enforce the award or as required by law. Judgment on the award may be entered in any court of competent jurisdiction, and the Parties acknowledge that the award is enforceable under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958).

Notwithstanding the foregoing, either Party may seek temporary, preliminary or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without first pursuing arbitration and without breach of this Section 24.3.

24.4 Class Action Waiver; Jury Trial Waiver

THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. TO THE EXTENT ANY PROCEEDING BETWEEN THE PARTIES TAKES PLACE IN COURT, INCLUDING PROCEEDINGS FOR INJUNCTIVE RELIEF OR ENFORCEMENT OF AN ARBITRAL AWARD, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY.

24.5 Time Limit for Claims

To the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within twelve (12) months after the event giving rise to the claim; otherwise, the claim is permanently barred. This Section does not apply to claims that cannot be contractually time-barred under mandatory applicable law.

24.6 SCC and Data Protection Carve-Out

For the avoidance of doubt, the dispute resolution provisions of this Agreement do not override any mandatory provisions on dispute resolution, governing law, jurisdiction, supervisory authority, data subject rights or enforcement applicable under the EU Standard Contractual Clauses, the UK Addendum, the EU GDPR, the UK GDPR or other mandatory data protection laws.

25. Incorporated Documents

By signing an Order Form, the Client agrees to be bound by this Agreement and by the following documents, each of which is incorporated into this Agreement by reference and forms an integral part of it:

1. the Data Processing Agreement (DPA), available at https://quantumneuron.ai/legal/m26/dpa;
2. the Privacy Policy, available at https://quantumneuron.ai/legal/m26/privacy;
3. the Subprocessor List, available at https://quantumneuron.ai/legal/m26/subprocessors;
4. the Terms of Use, available at https://quantumneuron.ai/legal/m26/terms-of-use;
5. the Quantum Neuron Security Annex - a description of the technical and organizational security measures applied by Quantum Neuron (encryption, access control, logging, incident management, business continuity) - made available to the Client upon request subject to appropriate confidentiality obligations;
6. the Functional Scope Annex attached to or referenced in the applicable Order Form; and
7. the Regional Terms set out in Schedule 1 to this Agreement, as activated by the country of the Client's registered office declared in the Order Form.

These documents have legally binding effect from the moment the Client signs the Order Form. Signature of the Order Form constitutes full legal acceptance of this Agreement and the incorporated documents, without the need for a separate signature under this Agreement, provided the signed Order Form references the applicable version of this Agreement.

26. Order of Precedence

In the event of any conflict or inconsistency between the documents constituting this Agreement, the order of precedence is as follows:

1. the DPA, in matters concerning the processing of personal data;
2. the signed Order Form, in matters concerning commercial terms, pricing, quantities, usage limits, subscription term, selected channels and individually negotiated terms for the Client;
3. the Functional Scope Annex, in matters concerning technical and operational limitations, channel limits, onboarding scope and Service exclusions;
4. the Regional Terms (Schedule 1), in matters concerning jurisdiction-specific tax, data protection and telecommunications provisions applicable to the Client's country of registered office;
5. this Master SaaS Agreement;
6. the Privacy Policy and the Terms of Use; and
7. the Subprocessor List and the Security Annex.

For the avoidance of doubt, the Order Form sets the commercial parameters of the transaction, while the Functional Scope Annex defines the technical and operational boundaries of the Services. The Implementation Annex, if attached to the Order Form, shares the rank of the Order Form in matters of the agreed deployment scope, schedule and individual arrangements, provided that in matters of technical and operational limitations the Functional Scope Annex prevails.

27. Final Provisions

27.1 Entire Agreement

This Agreement, together with the Order Form and the documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, understandings, arrangements and communications, written or oral, relating to such subject matter.

27.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The Parties shall negotiate in good faith a valid and enforceable replacement provision that most closely reflects the Parties' original intent.

27.3 No Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it.

27.4 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties.

27.5 Counterparts and Electronic Signatures

This Agreement, the Order Form and any amendments may be executed by electronic signature. The Parties agree that electronic signatures and electronic records have the same legal effect as handwritten signatures and paper records, and shall not be denied legal effect solely because they are in electronic form, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as applicable. Wherever this Agreement requires a signature or consent expressed by signature, that requirement is satisfied by a handwritten signature or a signature executed through an agreed electronic signature platform, for example DocuSign. This Agreement, the Order Form and amendments may be executed by exchange of counterparts signed separately by each Party, including using different permitted signature methods; the exchanged counterparts together constitute one and the same instrument.

27.6 Publicity

From the date of this Agreement, Quantum Neuron may use the Client's name and logo on client lists, on the Quantum Neuron website and in presentation and marketing materials to identify the Client as a Quantum Neuron client, unless the Client notifies Quantum Neuron in writing, including by email, of its objection to such use. Any press release, case study or other detailed public reference to the cooperation requires the Client's prior written confirmation, confirmation by email being sufficient.

27.7 Authority of Signatories

Each Party represents that the person signing the Order Form or otherwise accepting this Agreement on its behalf is duly authorized to bind that Party (authorized signatory). Upon the other Party's reasonable request, a Party will provide confirmation of the signatory's authority.

28. Contact

In all matters arising under this Agreement, the Client may contact Quantum Neuron at:

• General contact: contact@quantumneuron.ai
• Legal matters: legal@quantumneuron.ai (including notices of breach, termination, indemnification and force majeure)
• Data protection matters (DPA): privacy@quantumneuron.ai
• Data Protection Officer (appointed and maintained by Quantum Neuron voluntarily): Mr. Krzysztof Kochanowski, ido@quantumneuron.ai
• Contracting entity and postal address: Quantum Neuron Inc., 169 Madison Ave STE 15768, New York, NY 10016, United States of America; state of incorporation: Delaware; EIN: 30-1448079
• Representative in the European Union (Article 27 EU GDPR): Quantum Neuron Sp. z o.o., ul. Żurawia 6/12/745, 00-503 Warsaw, Poland, KRS: 0001222865 - contact point for data subjects and supervisory authorities: privacy@quantumneuron.ai
• Representative in the United Kingdom (Article 27 UK GDPR): Kochanowski Consulting Ltd, 151 Picton Road, Liverpool, Merseyside L15 4LG, United Kingdom - contact point for data subjects and the ICO: ido@quantumneuron.ai

Schedule 1 - Regional Terms

These Regional Terms form part of the Master SaaS Agreement. The Regional Terms applicable to the Client are determined by the country of the Client's registered office as declared in the Order Form (the "Client Country"). The Client's declaration of the Client Country in the Order Form is a representation on which Quantum Neuron relies for tax, data protection and telecommunications compliance purposes; the Client shall promptly notify Quantum Neuron in writing of any change of its registered office to a different jurisdiction.

RT-1. European Union

1.1 Indirect tax

For Clients established in the European Union, the place of supply of the Services for VAT purposes is the place where the taxable recipient is established (Article 44 of Council Directive 2006/112/EC). Quantum Neuron issues invoices without VAT, and the Client self-accounts for VAT due under the reverse charge mechanism in accordance with the laws of its Member State of establishment. The Client shall provide a valid VAT/EU VAT number.

1.2 Data protection

The EU GDPR layer applies in full, including the DPA, the EU SCCs (Module 2 or, where the Client acts as processor, Module 3) and the EU Article 27 representative identified in Section 28.

1.3 B2B only

The Services are offered exclusively to business customers; consumer protection rules do not apply to the relationship between Quantum Neuron and the Client, without prejudice to Section 24.2 as regards End User interactions.

RT-2. United Kingdom

2.1 Indirect tax

For Clients established in the United Kingdom, the Services constitute imported B2B services and the Client self-accounts for UK VAT under the reverse charge mechanism in accordance with UK VAT law. The Client shall provide a valid UK VAT registration number where registered.

2.2 Data protection

The UK GDPR layer applies, including the UK Addendum to the EU SCCs and the UK Article 27 representative identified in Section 28.

RT-3. United Arab Emirates

3.1 Indirect tax

For Clients established in the United Arab Emirates that are registered for UAE VAT, the Services constitute imported services and the Client self-accounts for UAE VAT (currently 5%) under the reverse charge mechanism in accordance with UAE VAT law.

3.2 Withholding tax

As of the version date of this framework, the UAE does not impose withholding tax on payments for services; if any withholding tax is introduced or applies, Section 23.4 (gross-up) applies.

3.3 Data protection

Where the processing of personal data of UAE data subjects is subject to UAE Federal Decree-Law No. 45/2021 on the Protection of Personal Data (the "UAE PDPL"), Quantum Neuron undertakes to apply to such data the same protections, technical and organizational measures and cooperation machinery as are set out in the DPA for data subject to the EU GDPR, which the Parties acknowledge to be a standard of protection at least equivalent in substance, and to reasonably cooperate with the Client's compliance obligations under the UAE PDPL (information, records, security descriptions) in a manner mirroring the GDPR cooperation provisions of the DPA.

3.4 Free zones

If the Client is established in the Dubai International Financial Centre (DIFC) or the Abu Dhabi Global Market (ADGM), the data protection law of the respective free zone applies instead of or alongside the UAE PDPL, and the Client shall notify Quantum Neuron of its free-zone establishment in the Order Form.

RT-4. Kingdom of Saudi Arabia

4.1 Indirect tax

For Clients established in the Kingdom of Saudi Arabia, the Services constitute imported services and the Client self-accounts for Saudi VAT (currently 15%) under the reverse charge mechanism in accordance with KSA VAT law.

4.2 Withholding tax

Saudi Arabia imposes withholding tax on certain cross-border payments for services, at rates varying by payment category. The Parties' characterization of the fees is set out in Section 8.8. If the Client is required to withhold tax under KSA law, Section 23.4 (gross-up) applies in full, and the economic burden of any withholding is borne by the Client.

4.3 Data protection

Where the processing of personal data of KSA data subjects is subject to the Saudi Personal Data Protection Law (the "KSA PDPL"), Quantum Neuron undertakes to apply to such data the same protections and cooperation machinery as set out in the DPA for data subject to the EU GDPR, and to reasonably cooperate with the Client's compliance obligations under the KSA PDPL.

RT-5. Other GCC Jurisdictions (Qatar, Kuwait, Bahrain, Oman)

5.1 Indirect tax

The Client self-accounts for any applicable VAT/GST or equivalent indirect tax on imported services in accordance with the laws of its country of establishment.

5.2 Withholding tax

Any withholding tax applicable to payments under this Agreement is addressed by Section 23.4 (gross-up), the economic burden of which is borne by the Client.

5.3 Local data protection laws

Local data protection laws applicable to the Client's data subjects are addressed at the level of the principles-based undertaking in RT-3.3, applied mutatis mutandis.

RT-6. Universal Residual Rule

For any jurisdiction, all taxes, duties and levies arising in connection with this Agreement are the responsibility of the Client, except for taxes imposed on Quantum Neuron's income by the United States. Section 23.4 (gross-up) applies to any withholding.

RT-7. GCC Voice and Telecommunications Compliance

This Section RT-7 applies to Clients with a registered office in a GCC Jurisdiction and to any use of voice or SMS channels directed at recipients in a GCC Jurisdiction.

7.1 Regulatory context

The Client acknowledges that telecommunications regulators in GCC Jurisdictions, including the UAE Telecommunications and Digital Government Regulatory Authority (TDRA) and the Saudi Communications, Space and Technology Commission (CST), restrict VoIP and cloud telephony to licensed operators and limit OTT calling, and that cloud voice configurations lawful in the EU or the UK may be unlawful or require specific configurations in GCC Jurisdictions.

7.2 Inbound-only default

For Clients with a registered office in a GCC Jurisdiction, the voice channel, if ordered, is limited by default to inbound traffic, provisioned exclusively via numbers and routes supplied by carriers licensed in the relevant jurisdiction. Outbound voice is NOT included by default.

7.3 Outbound voice/SMS: opt-in with lawfulness gate

Outbound calling or SMS may be activated only if ALL of the following are met, documented in the Order Form or a written channel activation: (a) the Client expressly requests it; (b) the Client represents and warrants that the intended outbound use is permitted under the telecommunications regulations of the relevant jurisdiction and that it holds all required approvals; and (c) the Client warrants that every recipient has given the consent required by applicable law and platform rules.

7.4 Anti-spam and do-not-call responsibility

The Client is solely responsible for maintaining, supplying and updating suppression, do-not-call and anti-spam lists applicable in the recipients' jurisdictions, and for the lawfulness of Lead Data used for outbound sequences, in accordance with Section 6A. The Client shall indemnify Quantum Neuron, in accordance with Section 13.1, for regulatory fines and carrier penalties arising from the Client's outbound instructions.

7.5 Provider's protective rights

Quantum Neuron may suspend or restrict any communication channel immediately and without liability where its use violates or is reasonably suspected to violate applicable telecommunications regulations, carrier terms or platform rules; such suspension is not a service failure and does not trigger service credits.

7.6 No regulatory warranty

Quantum Neuron does not represent that any communication channel is lawful for the Client's specific use case in the Client's jurisdiction; confirming local lawfulness is the Client's responsibility.

7.7 Client-procured carrier (BYOC) option

Quantum Neuron may condition the activation of outbound voice or SMS in a GCC Jurisdiction on the Client procuring the relevant numbers and carrier services directly from a locally licensed operator, or operating a dedicated subaccount in the Client's name, in which case Quantum Neuron acts solely as a technical orchestration layer over the Client's carrier relationship, and the Client is the account holder of record vis-a-vis the carrier and the regulator.

7.8 Instruction trail

Outbound channels for GCC Clients are activated through the Order Form itself: selecting an outbound channel in the Order Form constitutes the Client's documented request and simultaneously triggers the representations and warranties in Sections RT-7.3 and RT-7.4, without any separate activation ceremony. Actions initiated by the Client's Authorized Users via the Dashboard, including sending sequences, launching calls and triggering campaigns, constitute the Client's documented instructions; all such actions are audit-logged, and the Client acknowledges that the audit trail may be used to demonstrate the allocation of responsibility under this Agreement. Quantum Neuron retains the suspension right in Section RT-7.5 as the protective backstop.

RT-8. GCC Data Residency and Localization

This Section RT-8 applies to Clients with a registered office in a GCC Jurisdiction.

8.1 Processing location disclosure

The Services process Client Data primarily in the European Economic Area (AWS infrastructure, Ireland). The Parties acknowledge that EEA processing constitutes a protection standard at least equivalent in substance to GCC data protection regimes, and that the processing location is a fact the Client must account for under the laws applicable to the Client.

8.2 Client's localization responsibility

The Client is responsible for confirming that the categories of data it submits to the Services may lawfully be processed outside its jurisdiction under the laws applicable to the Client, including data localization requirements and sector-specific regulations. Quantum Neuron does not represent that EEA processing satisfies any localization requirement of the Client's jurisdiction.

8.3 Regulated data categories excluded

Consistent with the design assumptions of the Services (Section 4 of the DPA), the Client must not submit to the Services: health data or patient data; payment card data beyond what the payment integration handles; or government-classified data. THE CLIENT'S ATTENTION IS EXPRESSLY DRAWN TO THE FACT THAT: (a) UAE LAW REQUIRES HEALTH DATA TO BE STORED AND PROCESSED WITHIN THE UAE, SUBJECT TO NARROW EXEMPTIONS; AND (b) THE KSA PDPL IMPOSES CROSS-BORDER TRANSFER CONDITIONS AND LOCALIZATION EXPECTATIONS IN REGULATED SECTORS. Any deployment involving such data requires a separate Enterprise Addendum with a jurisdiction-specific data architecture.

8.4 Free-zone distinction

If the Client is established in the DIFC or the ADGM, the data protection law of the respective free zone applies instead of or alongside the UAE PDPL (see RT-3.4).

8.5 PDPL cooperation

Quantum Neuron will reasonably cooperate with the Client's compliance obligations under the UAE PDPL and the KSA PDPL, including information, records and security descriptions, mirroring the GDPR cooperation machinery of the DPA, and will reasonably cooperate with any local registration or notification duties of the Client to the extent they concern the Services.