SUBSCRIPTION & LICENSE AGREEMENT

Subscription & License Agreement

BY CLICKING THE “ACCEPT” ICON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.

This Subscription and License Agreement (“Agreement“) governs the legal entity/person to whom the Order Form has been issued (hereafter referred to as the “Client”, which expression, unless repugnant to the context or meaning thereof, shall mean and include its affiliates, subsidiaries, successors, and assigns) and the Authorised Users’ use of the Software/Platform, which is made available by Equbot Inc., dba QuantumStreet AI, a Delaware company, having an address at 450 Townsend Street, San Francisco, California 94107 (hereafter referred to as “QuantumStreet AI” and which expression, unless repugnant to the context or meaning thereof, shall mean and include its affiliates, subsidiaries, successors, and assigns).

QuantumStreet AI and the Client may hereinafter be referred to collectively as the “Parties” and individually as the “Party” where the context so requires.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, each intending to be legally bound hereby, do promise and agree as follows:

LICENSE TERMS
1. License and Right to Use. Subject to the terms and conditions of this Agreement, QuantumStreet AI hereby grants the Client during the Term, as defined in the Order Form, a limited, non-exclusive, non-transferable license to access and use the Software/Platform as made available by QuantumStreet AI, solely for the Client’s business purposes in object code form only. The Client is responsible for the acts and omissions of its Authorised Users and any other person who accesses and uses the Software/Platform using any of the Client’s or its Authorised Users’ access credentials ("Usage Rights").
2. Restrictions on Use. The Client shall not (and shall not authorise or knowingly permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, or interface protocols of the Software/Platform or of any files contained therein; (ii) copy, modify, adapt, or translate the Software/Platform or otherwise make any use, resell, distribute, or sublicense the Software/Platform, other than in accordance with this Agreement; (iii) make the Software available on a “service bureau” basis, other than in accordance with this Agreement; (iv) remove or modify any proprietary markings or restrictive legends placed on the Software/Platform; (v) use the Software/Platform in violation of any Applicable Law; or (vi) introduce into the Software/Platform any Malicious Code.
3. Passwords and Security. QuantumStreet AI shall issue login ID(s) and password(s) for the Software/Platform. The Client is responsible for maintaining updated account information and shall use reasonable means to protect its account information, passwords, and other login credentials. The Client shall immediately notify QuantumStreet AI of any suspected unauthorised use of the account or any other breach of security. QuantumStreet AI shall have no liability for any loss or damage arising from the Client’s failure to comply with these requirements.
4. Use with Third-Party Products. If the Software/Platform is used with third-party products, QuantumStreet AI is not responsible for them. The Client is responsible for complying with any third-party provider’s terms, including its privacy policy. QuantumStreet AI does not provide support or guarantee ongoing integration support for products that are not native to the Software/Platform.
CONFIDENTIAL INFORMATION AND USE OF DATA
1. Confidentiality
  1. The Client will hold in confidence and use reasonable care to avoid disclosing any Confidential Information to any third party except for its employees, affiliates and contractors on a need-to-know basis ("Permitted Recipients").
  2. The Client must ensure that its Authorised Users are subject to written confidentiality obligations along the same lines as that of its own obligations under this License Agreement; and
  3. The Client is liable for any breach of this Section by its Permitted Recipients.
  4. Such nondisclosure obligations will not apply to information which:
    1. is known by the Client without confidentiality obligations;
    2. is or has become public knowledge through no fault of the Client;
    3. is independently developed by the Client; or
    4. is required to be disclosed under a regulation, law, or court order provided that the Client provides prior notice to QuantumStreet AI (to the extent legally permissible) and reasonably cooperates, at QuantumStreet AI’s expense, regarding protective actions pursued by QuantumStreet AI.
    5. Upon the reasonable request of QuantumStreet AI, the Client will either return, delete, or destroy all Confidential Information of QuantumStreet AI and certify the same.
2. How we use data: QuantumStreet AI will access, process, and use data in connection with the permitted use of the Software/Platform and in accordance with applicable privacy and data protection laws. For further details, please visit QuantumStreet AI’s Privacy Policy.
3. Notice and Consent: To the extent its use of the Software/Platform requires it, the Client is responsible for notifying and obtaining consent from individuals regarding the collection, processing, transfer, and storage of their data through that use.
OWNERSHIP OF INTELLECTUAL PROPERTY
1. Each Party owns and will continue to own all rights, title, and interest in and to any inventions, however embodied, know-how, works in any media, Software/Platform, Information, trade secrets, materials, property, or proprietary interest that it owned prior to this Agreement, or that it created or acquired independently of its obligations pursuant to this Agreement (collectively, "Pre-existing Works"). All rights in Pre-existing Works not expressly transferred or licensed herein are reserved with the owner.
2. QuantumStreet AI may use any feedback provided regarding the Client’s use of the Software/Platform in connection with its business operations.
3. If the Client becomes aware of any infringement of the Software/platform by any third party, the Client shall bring notice thereof to QuantumStreet AI as soon as reasonably possible and shall not take or permit to take any action which might compromise any claim by QuantumStreet AI. The Client shall not, without the prior written consent of QuantumStreet AI, commence proceedings in relation to any such infringement of QuantumStreet AI’s Intellectual Property Rights. The Client shall, at QuantumStreet AI’s request, provide such assistance as is reasonably necessary to enable QuantumStreet AI to take such action as it considers appropriate to protect its Intellectual Property Rights in the Software/Platform.
4. If the Client becomes aware at any time during the period of this Agreement of any claim by any third-party that the use of the Software/Platform or any part thereof by the Client infringes the Intellectual Property Rights of such third party, the Client shall bring notice thereof to QuantumStreet AI as soon as reasonably possible and shall not make any admission or take any action which might compromise any defense to the claim by QuantumStreet AI. The Client shall allow QuantumStreet AI to have control of the defense against any claim raised and shall, at QuantumStreet AI’s request and expense, provide such assistance as is reasonably necessary to enable QuantumStreet AI to take such action as it considers appropriate to protect its Intellectual Property Rights in the Software/Platform.
5. The Client hereby grants QuantumStreet AI the non-exclusive right to use the Client's name/logo/brand for the sole purpose of identifying the Client as a customer of QuantumStreet AI. QuantumStreet AI may use the Client's name/logo/brand in its marketing materials, including but not limited to website content, promotional materials, and social media posts.
6. QuantumStreet AI agrees to use the Client's name/logo/brand professionally and to cease such use promptly upon the Client's written request. The Client retains the right to review and approve any use of its name/logo/brand by QuantumStreet AI before publication.
7. Either Party shall not take any action inconsistent with the other Party's ownership of its Intellectual Property.
NO INVESTMENT RECOMMENDATIONS OR PROFESSIONAL ADVICE
1. The Client agrees and acknowledges that all content on the Website/Platform is being provided for information purposes only. The Website/Platform does not provide investment advice, and nothing on the Website/Platform should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by QuantumStreet AI or any third party. The Client alone is solely responsible for determining whether any investment, security or strategy or any other product or service is appropriate based on its investment objectives and personal and financial situation and for evaluating the merits and risks associated with the use of the information on the Website/Platform before making any decisions based on such information or other content.
2. Therefore, the Client shall not assume that the future performance of any specific investment or investment strategy will be profitable or equal to corresponding past performance levels. It should not be assumed that any investments in securities, companies, sectors or markets identified and described were or will be profitable.
3. QuantumStreet AI is not a fiduciary by virtue of any person’s use of or access to the Website/Platform.
4. QuantumStreet AI is not a licensed securities dealer, broker, US investment adviser or investment bank.
INDEMNIFICATION
1. Mutual Indemnity Clause
  1. The Client agrees to indemnify, defend, and hold harmless QuantumStreet AI, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
    1. any unauthorized representations, warranties, or commitments made by the Client with respect to the Software/Platform;
    2. any negligent act, omission, or willful misconduct by the Client, its employees, agents, or contractors in connection with this Agreement;
    3. any breach by the Client of its obligations, representations, or warranties under this Agreement;
    4. any violation of applicable laws, regulations, or third-party rights by the client in the course of its activities under this Agreement.
  2. QuantumStreet AI agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
    1. any claim that the Software/Platform infringes upon, misappropriates, or violates any intellectual property rights of a third party;
    2. any negligent act, omission, or willful misconduct by QuantumStreet AI, its employees, agents, or contractors in connection with this Agreement;
    3. any breach by QuantumStreet AI of its obligations, representations, or warranties under this Agreement.
2. Indemnification Process: Each Party shall promptly notify the other Party of any claim, action, or proceeding for which it seeks indemnification under this Section. The indemnifying Party shall have the right to assume control of the defense and settlement of any such claim, provided that the indemnifying Party shall not settle any claim in a manner that imposes any liability or obligation on the indemnified Party without its prior written consent.
3. Limitation on Indemnity: The indemnifying Party’s obligations under this Section shall not apply to the extent that the claim, damage, or loss arises out of or results from the indemnified Party’s own negligent acts, omissions, or willful misconduct.
4. Survival: The obligations of the Parties under this Mutual Indemnity Clause shall survive the termination or expiration of this Agreement.
5. Exclusions: QuantumStreet AI shall not be liable for any claims of infringement to the extent such claims arise from:
  1. the combination, operation, or use of the Software/Platform with equipment, devices, software, or data not supplied by QuantumStreet AI; or
  2. modifications to the Software not authorized or made by QuantumStreet AI; or
  3. use of the Software in a manner not contemplated or authorized under this Agreement.
WARRANTIES AND REPRESENTATIONS
1. Each Party represents and warrants that:
  1. this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and
  2. the execution and delivery of this Agreement by it and the performance of its obligations and exercise of its rights hereunder:
    1. will not conflict with or violate any Applicable Law; or
    2. are not in violation or breach of and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including, without limitation, any non-disclosure, confidentiality, non-competition, or other similar agreement.
  3. Additionally, QuantumStreet AI represents and warrants that to its knowledge, after reasonable inquiry consistent with standard industry practices, the Software/Platform, as provided to the Client, does not contain any malicious code.
  4. Except as set out in this Section and to the extent permitted by law, QuantumStreet AI expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition, or other implied term as to merchantability, fitness for a particular purpose or non-infringement, or that the QuantumStreet AI Software/Platform will be secure, uninterrupted, or error-free.
  5. To the extent that the Client has legal rights in its country of residence that prohibit the limitations set out in this Section from applying to it, and, to the extent prohibited, such limitations will not apply.
  6. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE SERVICES, THE SOFTWARE/PLATFORM, THEIR COMPONENTS, ANY UPDATES, ANY UPGRADES, THE DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. To the extent that a Party may not, as a matter of Applicable Law, disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.
LIABILITY
1. Neither Party will be liable for indirect, incidental, exemplary, special, or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings.
2. The maximum aggregate liability of each Party under this Agreement is limited to the fees received by QuantumStreet AI for the Software/Platform and attributable to the 3 months period immediately preceding the first event giving rise to such liability.
3. Sections 7.1. and 7.2. do not apply to liability arising from the Client’s failure to pay all amounts due or the Client’s breach of this Agreement.
4. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either Party has been advised of the possibility of such damages. Nothing in this License Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.
RENEWAL, TERMINATION AND SUSPENSION
1. In case either Party wishes to renew or terminate this Agreement/License, they may do so by providing 1 (one) month prior written notice to the other Party.
2. Suspension– QuantumStreet AI may immediately suspend Usage Rights if the Client breaches any of the following Sections: License Terms, Confidential Information And Use Of Data, Ownership Of Intellectual Property, Warranties and Representations, General Provisions, or in the event of failure to make payments within a reasonable period.
3. Termination –
  This Agreement shall terminate
  1. At the end of the Term, as provided in the Order Form.
  2. If a party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching Party may terminate this Agreement for cause.
  3. QuantumStreet AI may immediately terminate this Agreement if the Client breaches any of the following Sections: License Terms, Confidential Information And Use Of Data, Ownership Of Intellectual Property, Warranties and Representations, General Provisions, or in the event of failure to make payments within a reasonable period.
  4. Upon termination of the Agreement, the Client must stop using the QuantumStreet AI Software/Platform and destroy any copies of Software/Platform and Confidential Information within its control.
  5. If this Agreement is terminated due to QuantumStreet AI's material breach, QuantumStreet AI will refund the prorated portion of fees prepaid for the Usage Rights beyond the date of termination.
  6. Upon QuantumStreet AI's termination of this Agreement for the Client’s material breach, the Client will pay QuantumStreet AI any unpaid fees through to the end of the then-current Usage Term. If the Client continues to use or access the QuantumStreet AI Software/Platform after termination, QuantumStreet AI may invoice the Client, and the Client agrees to pay for such continued use.
GENERAL PROVISIONS.
Survival. QuantumStreet AI may immediately suspend Usage Rights if the Client breaches any of the following Sections: License Terms, Confidential Information And Use Of Data, Ownership Of Intellectual Property, Warranties and Representations.

Assignment and Subcontracting. Except as set out below, neither Party may assign or novate this Agreement in whole or in part without the other Party's express written consent. QuantumStreet AI may:
1. by written notice to the Client, assign or novate this Agreement in whole or in part to an Affiliate of QuantumStreet AI, or otherwise as part of a sale or transfer of any part of its business; or
2. subcontract any performance associated with the QuantumStreet AI Software/Platform to third parties, provided that such subcontract does not relieve QuantumStreet AI of any of its obligations under this Agreement.

Modifications to the Agreement QuantumStreet AI may change this Agreement or any of its components by updating this Agreement from time to time.

Compliance with Laws.

General—Each Party will comply with all laws and regulations applicable to their respective obligations under this Agreement. QuantumStreet AI may restrict the availability of its software or platform in any particular location or modify or discontinue features to comply with applicable laws and regulations.

Data collection and transfer—If the QuantumStreet AI Software/Platform is used in a location with local laws requiring a designated entity to collect data about individual end users and transfer data outside of that jurisdiction, the Client acknowledges that it shall be responsible for ensuring compliance with such laws.

Export- QuantumStreet AI’s Software/Platform, products, technology, and services (collectively, the “QuantumStreet AI Products“) are subject to export control and sanctions laws. The Client acknowledges and agrees to the applicability of and compliance with those laws. It will not receive, use, transfer, export, or re-export any QuantumStreet AI Products in a way that would cause QuantumStreet AI to violate those laws. The Client also agrees to obtain any required licenses or authorisations.

Governing Law and Dispute Resolution- This Agreement and all matters related thereto shall be governed by the laws of California without giving effect to the principles of conflict of laws. Any disputes, controversies, or claims in connection with or arising out of this Agreement shall proceed in a federal or state court located in San Francisco, California. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. Each Party irrevocably waives, to the fullest extent permitted by Applicable Law, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to this Agreement and any claim that any such action or proceeding has been brought in an inconvenient forum. Service of process shall be made in any manner allowed by Applicable Law.

Notice. Any notice delivered by QuantumStreet AI to the Client under this Agreement will be delivered via email or regular mail. Notices to QuantumStreet AI should be sent to art.amador@quantumstreetai.com under this Agreement.

Force Majeure. Except for payment obligations, neither Party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

No Waiver. Failure by either Party to enforce any right under this Agreement will not waive that right.

Severability. If any portion of this Agreement is not enforceable, it will not affect any other terms.

Entire Agreement. This Agreement, along with the Order Form, constitutes a complete and binding agreement between the Parties regarding the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings, or agreements (whether written or oral).

Translations. QuantumStreet AI may provide local language translations of this Agreement in some locations. The Client agrees that those translations are provided for informational purposes only, and if there is any inconsistency, the English version of this Agreement will prevail.

By clicking “I Agree” or otherwise indicating acceptance electronically, the Client acknowledges having read, understood and agreed to the terms of this Agreement, which shall be deemed effective as of the date of such acceptance.

Last updated: January 2025

Subscription & License Agreement

Want to see the QuatumStreet AI platform for yourself?

Want to see the QuatumStreet AI platform for yourself?

COPYRIGHT © 2024 QuantumStreet AI
ALL RIGHTS RESERVED

Subscription & License Agreement

Want to see the QuatumStreet AI platform for yourself?

Want to see the QuatumStreet AI platform for yourself?

COPYRIGHT © 2024 QuantumStreet AI ALL RIGHTS RESERVED

COPYRIGHT © 2024 QuantumStreet AI
ALL RIGHTS RESERVED