Effective Date: 13.05.2026 | Version: 2.0
This Master SaaS Agreement (the “Agreement”) is entered into between Quantum Neuron Inc., a corporation incorporated and registered in the State of Delaware, United States of America, with its registered office at 169 Madison Ave STE 15768, New York, NY 10016, United States (“Quantum Neuron”), and the entity identified as the “Client” in the applicable Order Form (the “Client”).
By signing an Order Form that references this Agreement, or by otherwise accepting this Agreement (including by use of the Services), the Client agrees to be bound by this Agreement and the documents incorporated by reference herein.
1. Definitions
Capitalized terms 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 by reference into this Agreement.
“AI Persona” means the AI-based communication agent configured and operated by the Client through the Platform.
“Client Data” means all data submitted by or on behalf of the Client to the Platform, including knowledge base content, integration data, lead data, prospect data, recipient data, campaign data, configuration inputs, and conversation content of End-Users.
“DPA” means the Data Processing Agreement between Quantum Neuron and the Client, available at https://quantumneuron.ai/legal/m26/dpa, incorporated by reference into this Agreement.
“End-User” means a natural person interacting with the Client’s AI Persona through any communication channel enabled by 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 that falls within Annex III of Regulation (EU) 2024/1689 (the “AI Act”), including the categories of use listed in Section 5.2, or any equivalent or analogous category designated as high-risk, restricted or otherwise subject to enhanced regulatory or contractual obligations under any applicable AI, data protection, sectoral or platform law in the Client’s jurisdiction.
“Order Form” means an ordering document executed between Quantum Neuron and the Client setting out commercial terms including pricing, subscription term, scope of 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.
“Services” means the Platform together with related implementation, support, integration, and maintenance services provided by Quantum Neuron under this Agreement and the applicable Order Form.
“Sub-Processor List” means the list of authorized sub-processors 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.
2. Services and License
2.1 Provision of the Services
Quantum Neuron shall provide the Services to the Client in accordance with this Agreement and the applicable Order Form. The Services are delivered in a software-as-a-service (SaaS) model and are hosted on cloud infrastructure provided by Amazon Web Services in the European Union (Ireland).
2.2 License
Subject to the Client’s compliance with this Agreement, Quantum Neuron grants the Client, for the duration of the applicable Order Form, a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for the Client’s internal business purposes and within the scope of the applicable Order Form.
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 identified as “beta”, “experimental”, “early access”, or similar designations (“Beta Features”). Beta Features are provided on an as-is basis, without any warranty, service-level commitment, or indemnification, and Quantum Neuron may modify, suspend, or discontinue any Beta Feature at any time. The Client’s use of Beta Features is at the Client’s sole risk.
2.5 Service Scope 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 any Functional Scope Annex attached to or referenced in such Order Form.
The Order Form defines the commercial package, quantities, limits, fees, subscription term, selected channels and any agreed add-ons. Unless expressly stated otherwise in the Order Form, any functionality, integration, automation, custom development, enterprise service-level commitment, High-Risk AI Use Case, sensitive data processing, professional service, custom API integration, large-scale scraping, voice cloning, advanced workflow or non-standard implementation not expressly included in the Order Form is excluded from the Services and may require a separate written scope, pricing and schedule.
3. Onboarding
Activation of the Services and onboarding shall commence after Quantum Neuron has received full payment of any applicable Setup Fee (as defined in the Order Form) and the Client has provided all access credentials, integration permissions, and information reasonably required to configure the Services. Typical onboarding takes between four (4) and 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 where required.
3.1 Client Delays and Integration Readiness
Quantum Neuron shall not be responsible for onboarding delays, launch delays, degraded functionality or inability to activate any integration resulting from the Client’s failure to provide timely access, credentials, permissions, API scopes, administrative approvals, platform verification, billing status, technical configuration, content, knowledge base materials, lead data, templates, compliance approvals or other information reasonably required to deliver the Services.
Unless otherwise agreed in the Order Form, delays caused by the Client do not postpone the subscription start date, billing start date, payment obligations, renewal date or minimum term.
3.2 External Systems
The Client remains responsible for the setup, 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 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.
4. AI Disclaimer and Acceptable Use
4.1 AI Output Disclaimer
The Client acknowledges and agrees that the Services use artificial intelligence and that AI Persona outputs are generated in a non-deterministic manner. AI outputs may not be factually accurate, complete, current, or legally binding. Quantum Neuron makes no warranty or representation 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 for any business, operational, legal, financial, or other decision.
4.2 Service Variability
The Client acknowledges that the behavior, performance, and output of the Services may vary depending on the underlying language models, the configuration of the AI Persona, and the integrations selected, and that Quantum Neuron may from time to time substitute, upgrade, or modify underlying models and components without prior notice, provided that such changes do not materially diminish the overall functionality of the Services.
4.3 No Business Outcome Guarantee
The Client acknowledges that the Services are tools for automation, communication, workflow support and AI-assisted engagement. Quantum Neuron does not guarantee any specific commercial, sales, marketing, operational, financial or conversion outcome, including any number of leads, appointments, responses, opportunities, closed deals, revenue, customer satisfaction improvement, cost reduction, efficiency gain or return on investment.
Any examples, projections, benchmarks, demonstrations, case studies, simulations, estimates or anticipated outcomes provided by Quantum Neuron are illustrative only and do not constitute a warranty, guarantee, representation or binding commitment.
4.4 Acceptable Use
The Client shall use the Services only 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:
(a) use the Services to engage in, promote, or facilitate any illegal, harmful, abusive, or fraudulent activity;
(b) generate or distribute spam, phishing, or malicious software;
(c) impersonate any person or entity;
(d) disseminate hate speech, harassment, or threats;
(e) infringe any intellectual property rights or rights of third parties;
(f) circumvent any security measures, usage limits, or access restrictions;
(g) circumvent content filters, moderation mechanisms, or prompt-injection safeguards;
(h) submit or process special categories of personal data (within the meaning of Article 9 EU GDPR) without prior written agreement and any required supplementary terms;
(i) use the Services for any High-Risk AI Use Case (as defined in Section 5) other than in accordance with Section 5; or
(j) reverse engineer, decompile, or attempt to derive the source code or underlying ideas of the Services, except to the extent permitted by mandatory applicable law.
5. High-Risk AI Use Cases (AI Act)
5.1 Default Classification
The Services are designed and provided as a limited-risk AI system within the meaning of Regulation (EU) 2024/1689 (the “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 Restriction on High-Risk Use Cases
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 of the AI Act, such as, without limitation:
(a) recruitment, candidate screening, employee evaluation, employment-related decisions, or workforce management;
(b) creditworthiness assessment or credit scoring of natural persons;
(c) life or health insurance risk assessment, eligibility determination, or pricing;
(d) eligibility for, or access to, essential public services or social benefits;
(e) education-related evaluation, admission, scoring, or assessment of students;
(f) law enforcement, migration, asylum, or border control;
(g) the administration of justice or democratic processes; or
(h) biometric identification or biometric categorization of natural persons,
in each case, except where (i) the Parties have entered into an Enterprise High-Risk AI Addendum to this Agreement specifying the additional compliance obligations applicable to such use case, and (ii) the Client has activated the corresponding Enterprise tier of the Services.
5.3 Notification Obligation
The Client shall promptly notify Quantum Neuron in writing if its intended or actual use of the Services falls, or may fall, within a High-Risk AI Use Case, before initiating 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. For Clients established in the United Kingdom or outside the European Union, references to the EU AI Act apply only to the extent the relevant use, deployment, output, market placement or legal obligation falls within the territorial or extraterritorial scope of the EU AI Act. Nothing in this Section 5 limits any obligations that may apply under UK law or other applicable AI, data protection, consumer protection, sectoral, safety 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:
•use the Services in accordance with this Agreement, the Terms of Use, the applicable Order Form, and applicable law;
•ensure the accuracy, completeness, and lawfulness of Client Data submitted to the Services;
•maintain the confidentiality of its access credentials and promptly notify Quantum Neuron of any unauthorized access or suspected security incident;
•provide and maintain accurate contact and billing information;
•obtain and maintain all consents, notices, and lawful bases required under applicable data protection laws in respect of Client Data and End-User interactions, in accordance with the DPA;
•obtain and maintain all consents, notices, lawful bases, opt-ins, opt-out records, suppression lists and permissions required under applicable marketing, communications, telecommunications, email, SMS, telemarketing, social media, messaging and platform laws and policies, including the EU GDPR, the UK GDPR, the EU ePrivacy Directive and the UK Privacy and Electronic Communications Regulations (PECR), and, where applicable, the US Telephone Consumer Protection Act (TCPA), the US CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL) and any equivalent telemarketing or anti-spam laws applicable in the Client’s jurisdiction and the recipient’s jurisdiction;
•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;
•ensure that all Authorized Users comply with the Terms of Use;
•be responsible for all activity conducted through its account, AI Personas, integrations, communication channels and Authorized Users;
•cooperate with Quantum Neuron in good faith in connection with 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 collection, 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 communications initiated, automated, assisted or supported through the AI Persona.
6A.2 Required Legal Basis and Consents
The Client represents and warrants that it has obtained and will maintain all lawful bases, notices, consents, permissions, opt-in records, opt-out records and suppression lists required under applicable laws and platform rules for the processing of such data and for the sending or making of any marketing, sales, commercial, telemarketing, email, SMS, WhatsApp, Messenger, Instagram, voice, social media, messaging or other outbound communications. The foregoing includes, without limitation, compliance with the EU GDPR, the UK GDPR, the EU ePrivacy Directive, the UK Privacy and Electronic Communications Regulations (PECR), and, where applicable, the US Telephone Consumer Protection Act (TCPA), the Florida Telephone Solicitation Act, the US CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL) and any equivalent telemarketing, anti-spam or unsolicited communications laws applicable in the Client’s jurisdiction and the recipient’s jurisdiction.
6A.3 No Verification by Quantum Neuron
Quantum Neuron does not verify the legality, source, consent status, marketing permission status, opt-out status, suppression status, accuracy or quality of Client-provided leads, contact lists or recipient data, unless expressly agreed 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, lawful basis and communication strategy of outbound communications initiated through or supported 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 opted out, communications without a required legal basis or communications that violate 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 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 features of the Services depend on third-party platforms, APIs, communication channels, telecommunications providers, CRM systems, email providers, social media platforms, cloud providers, AI model providers, payment providers, workflow automation providers and other external services.
6B.2 No Responsibility for Third-Party Restrictions
Quantum Neuron is not responsible for any unavailability, delay, limitation, policy change, account restriction, 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 Modifications to Integrations
Quantum Neuron may suspend, modify, replace or discontinue any integration, channel or third-party dependency where reasonably necessary to comply with law, platform policies, provider requirements, security requirements, technical constraints or risk management requirements.
6B.4 Platform Rules
The Client acknowledges that the AI Persona must comply with third-party platform rules, including communication windows, template approval rules, rate limits, outbound restrictions, acceptable use policies, anti-spam rules and technical requirements. Quantum Neuron is not required to circumvent, bypass or act contrary to such rules.
7. Service Availability
Quantum Neuron shall 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 set out 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 remedies, if any, may be agreed separately in the Order Form or in a supplementary enterprise service-level agreement.
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 configurations, 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 Payment
8.1 Fees
The Client shall pay the fees set out in the applicable Order Form. All fees are exclusive of VAT, sales tax, and other applicable taxes, unless expressly stated otherwise. The Client is responsible for all taxes arising in connection with this Agreement, except for taxes on Quantum Neuron’s net income.
8.2 Setup Fee
Where an Order Form provides for a setup fee or activation fee (the “Setup Fee”), such Setup Fee is a one-time, non-refundable charge payable upon execution of the Order Form. Activation of the Services shall not commence until the Setup Fee has been received by Quantum Neuron.
8.3 Payment Terms
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 from the date of the invoice.
8.4 Discounts and Incentives
Any discounts or additional services granted in the Order Form are conditional upon payment being received within five (5) business days of execution of the Order Form. Failure to pay within that period may invalidate such incentives, at Quantum Neuron’s discretion.
8.5 Suspension for Non-Payment
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 following written reminder sent by email to the Client’s billing contact. Suspension does not relieve the Client of its payment obligations.
8.6 Auto-Renewal and Renewal Pricing
Subscription terms shall automatically renew for successive periods equal in length to the initial subscription term, unless either Party gives written 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 fees applicable to a renewal term upon at least thirty (30) days’ prior written notice by email to the Client’s administrative contact.
8.7 No Set-Off
The Client may not withhold or set off any payments due under this Agreement on account of claims, support requests, or pending clarifications. All payments are unconditional and shall be made in accordance with the Order Form.
8.8 Tax Characterization of Fees
The Parties acknowledge that the fees payable under this Agreement and the applicable Order Form are consideration for access to cloud-based software-as-a-service, implementation, integration, onboarding, support, maintenance, communication, automation and related services.
No fee payable under this Agreement constitutes a royalty, intellectual property license fee, payment for the transfer of intellectual property rights, assignment of software, sale of a software copy, payment for source code, payment for know-how transfer, payment for the right to commercially exploit Quantum Neuron’s technology, or payment for the commercial use of Quantum Neuron’s models, algorithms, trademarks or other intellectual property.
The Client shall not withhold any amount from payments due to Quantum Neuron unless withholding is strictly required by applicable law. If withholding is required, the Client shall promptly provide Quantum Neuron with legally sufficient documentation evidencing the withholding and shall cooperate in good faith in applying any available exemption, treaty relief, reduced rate, refund procedure or other available relief.
8.9 Tax Documentation
Upon reasonable request, Quantum Neuron may provide commercially reasonable tax documentation customarily required for B2B SaaS transactions, such as a completed U.S. tax form or other reasonable documentation, where applicable and available. Nothing in this Agreement requires Quantum Neuron to register for tax, create a permanent establishment or assume local tax filing obligations in the Client’s jurisdiction unless required by applicable law.
8.10 Withholding Taxes
If the Client is required by law to withhold taxes from any payment due to Quantum Neuron, the Client shall provide valid documentation evidencing such withholding and shall ensure that the withholding does not reduce the amount received by Quantum Neuron below the agreed fees. Where permitted by law, the Client shall apply for reduced withholding rates available under applicable tax treaties.
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 Regulation (EU) 2016/679 (“EU GDPR”) and the United Kingdom General Data Protection Regulation (“UK GDPR”). The DPA, Privacy Policy, and Sub-Processor List are incorporated by reference into this Agreement and form an integral part hereof.
Client Data is hosted in the European Union (Ireland). Sub-processors engaged by Quantum Neuron in connection with the Services are listed in the Sub-Processor List. Cross-border transfers of personal data are governed by the DPA.
10. AI Model Training
The use of Client Data for the purposes of AI model fine-tuning and non-production test environments is governed exclusively by Section 14 of the DPA, including the documented irreversible anonymization process and the Client’s right to opt out. Following successful anonymization, the resulting data is no longer Personal Data within the meaning of applicable data protection laws.
Where the applicable Order Form includes an opt-out from AI model improvement or anonymization pipeline use, such opt-out shall apply from the start of the relevant subscription term, subject to 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 license expressly granted 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 Client Data. The Client grants Quantum Neuron a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, and display Client Data solely as 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 in respect of the Client’s specific subject matter. The Client is solely responsible for the verification, review, and use of 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 that embody the methodology, know-how and AI engineering of Quantum Neuron constitute the intellectual property of Quantum Neuron, even where customized for or at the direction of the Client and even where Authorized Users contribute to their creation, 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 feedback, suggestions, ideas, or recommendations regarding the Services (“Feedback”), the Client hereby grants Quantum Neuron a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and exploit such Feedback for any purpose, including the improvement and commercialization of 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 any 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 for the purpose of performing its obligations or exercising its rights under this Agreement; (b) protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of 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 sub-contractors bound by confidentiality obligations and on a need-to-know basis.
12.2 Duration
The confidentiality obligations set out in this Section 12 shall 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 under a confidentiality obligation; or (d) is required to be disclosed by law or by order of a competent authority, provided that the receiving Party gives prompt notice (where legally permitted) to enable the disclosing Party to seek protective relief.
13. Indemnification
13.1 Indemnification by the Client
The Client shall defend, indemnify, and hold harmless Quantum Neuron, its affiliates, and their respective directors, officers, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
(a) the Client’s misuse of the Services;
(b) the Client’s breach of applicable laws or regulations;
(c) 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);
(d) any Client Data, lead data, knowledge base content, integration content, campaign content or Client-provided content that infringes any third-party rights or violates applicable law;
(e) any third-party claim arising from the AI Persona’s outputs to the extent such claim relates to Client Data, the Client’s configuration of the AI Persona, prompts, instructions, campaign logic, outbound communications or the Client’s use of AI Persona outputs;
(f) the Client’s failure to obtain or maintain required consents, lawful bases, notices, opt-ins, opt-out records or permissions; or
(g) any violation of third-party platform terms, communication channel rules or provider policies caused by the Client’s use of the Services.
13.2 IP Indemnification by Quantum Neuron
Subject to Sections 13.3 and 13.4, Quantum Neuron shall defend the Client from and against any third-party claim alleging that the Services, in their unmodified form and used in accordance with this Agreement, infringe any patent, copyright, registered trademark, or trade secret of such third party (a “Covered Claim”), and shall pay damages and costs finally awarded against the Client by a court of competent jurisdiction in respect of a Covered Claim, or amounts agreed by Quantum Neuron in settlement of a Covered Claim.
13.3 Exclusions from IP Indemnification
The IP indemnification in Section 13.2 does not apply to any claim arising out of or relating to:
(a) modifications to the Services made by or on behalf of the Client without Quantum Neuron’s prior written authorization;
(b) 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;
(c) use of the Services outside the scope of the license granted under this Agreement, contrary to the documentation, or in violation of this Agreement, the Terms of Use, or applicable law;
(d) Client Data, knowledge base content, integration content, lead data, campaign content, prompts, instructions, or any other content provided by or on behalf of the Client;
(e) Beta Features, free-of-charge features, or features provided on an as-is basis;
(f) open-source components used in accordance with the terms of their applicable open-source licenses;
(g) the Client’s failure to implement an update, modification, or replacement of the Services made available by Quantum Neuron that would have eliminated or mitigated the alleged infringement;
(h) any AI-generated output to the extent the alleged infringement arises from the content of such output, the Client’s prompts, the Client’s configuration or the Client Data used to generate the output;
(i) use of the Services outside the scope of the Functional Scope Annex or the Order Form; or
(j) third-party integrations or combinations 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 option and expense:
(a) modify the Services so that they are non-infringing while preserving substantially equivalent functionality;
(b) obtain for the Client the right to continue using the Services as contemplated by this Agreement; or
(c) if (a) and (b) are not commercially reasonable, terminate the affected portion of this Agreement upon written notice to the Client and refund any prepaid and unused fees attributable to the terminated portion of the Services calculated on a pro-rata basis from the effective date of termination.
As a condition to Quantum Neuron’s defense and indemnification obligations under this Section 13: (i) the Client shall promptly notify Quantum Neuron in writing of the Covered Claim; (ii) Quantum Neuron shall have sole control over the defense and settlement of the Covered Claim; (iii) the Client shall provide reasonable cooperation in the defense at Quantum Neuron’s expense; and (iv) the Client shall not enter into any settlement of the Covered Claim without Quantum Neuron’s prior written consent.
13.5 Sole and Exclusive Remedy
This Section 13 sets out the entire liability and the exclusive remedy of the Client in respect of any third-party claim 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, the aggregate liability of each Party arising out of or in connection with 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 during 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 shall not apply to:
(a) either Party’s payment obligations under this Agreement;
(b) the Client’s indemnification obligations under Section 13;
(c) breach of confidentiality obligations under Section 12;
(d) breach of the Acceptable Use restrictions under Section 4 or the High-Risk AI restrictions under Section 5;
(e) breach by the Client of Section 6A (Lead Data, Outbound Communications and Marketing Consents);
(f) fraud, gross negligence, wilful misconduct or intentional breach of the breaching Party;
(g) infringement by the breaching Party of the other Party’s intellectual property rights; or
(h) liability that cannot be limited or excluded under applicable mandatory law.
15. Term and Termination
15.1 Term
This Agreement shall take effect on the effective date of the first Order Form executed between the Parties and shall continue for the term set out in such Order Form, including any renewal terms pursuant to Section 8.6, unless terminated earlier 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 after receipt of written notice describing the breach in reasonable detail. Termination for cause is without prejudice to any other rights or remedies available to the terminating Party.
15.3 No Termination for Convenience by the Client
Except as expressly provided in this Agreement (including Section 13.4 and Section 22.4), the Client has no right to terminate this Agreement or any Order Form for convenience or for any reason other than termination for cause under Section 15.2.
15.4 Termination by Quantum Neuron for Material Misuse
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 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 believes that:
(a) the Client has breached this Agreement, the Terms of Use, the DPA, the Order Form or applicable law;
(b) 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;
(c) suspension is necessary to protect Quantum Neuron, the Services, other clients, End-Users, third-party platforms or the public;
(d) a third-party platform, regulator, court or competent authority requires or recommends suspension; or
(e) continued provision of the Services may expose Quantum Neuron to legal, regulatory, security, reputational or platform-enforcement risk.
Suspension does not relieve the Client of payment obligations accrued before or during the suspension, unless the suspension resulted solely from Quantum Neuron’s uncured material breach.
17. Effects of Termination
17.1 Cessation of Access
Upon termination or expiration of this Agreement, the Client’s access to the Services shall be deactivated, and any fees due to Quantum Neuron shall become immediately payable.
17.2 Return or Deletion of Client Data
Return or deletion of Client Personal Data following termination is governed by Section 15 of the DPA. Quantum Neuron shall, at the Client’s choice, return or delete all Client Personal Data in its possession within thirty (30) days of the effective date of termination, and shall purge such data from backup systems within a further ninety (90) days, unless applicable law requires further storage. Anonymized data sets retained pursuant to Section 14 of the DPA are not subject to this obligation.
17.3 Survival
The provisions of this Agreement that by their nature are intended to survive termination or expiration shall do so, including: Definitions (Section 1), AI Disclaimer (Section 4.1), No Business Outcome Guarantee (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 Characterization (Section 8.8), Governing Law and Dispute Resolution (Section 24), and any other provision the survival of which is necessary for the enforcement of the rights and obligations of the Parties.
18. Assignment
The Client may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Quantum Neuron. 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 acts of God, natural disasters, war, riots, civil unrest, epidemics or pandemics, cyber-attacks beyond reasonable industry-standard defenses, strikes, labor disputes, or failures of cloud or telecommunications infrastructure. The time for performance shall be extended for the duration of such force majeure event.
20. Anti-Corruption
Each Party represents and warrants that, in connection with this Agreement and the performance thereof, it shall comply with all applicable anti-corruption and anti-bribery laws, including without limitation the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”) and the United Kingdom Bribery Act 2010, and any equivalent laws applicable in the jurisdictions in which the Parties operate. Each Party shall not, 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
All notices, requests, consents, and other communications under this Agreement shall be given in writing by email to the contacts designated by the Parties:
(a) Notices to Quantum Neuron shall be sent 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);
(b) Notices to the Client shall be sent 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 shall be sent to the email address last used by the Client in connection with this Agreement.
Notices are deemed delivered on the next business day after the email is sent, provided that no delivery failure notification is received by the sender. Each Party may update its designated contacts at any time by notice given pursuant to this Section 21.
22. Amendments
22.1 Amendments to the Order Form
Amendments to the commercial terms set out in an Order Form (including pricing, scope of Services, subscription term, billing frequency, or specific add-ons) require a written amendment signed by both Parties.
22.2 Non-Material Amendments to this Agreement
Quantum Neuron may make non-material changes to this Agreement (including editorial, clarifying, technical, or other minor changes that do not materially diminish the Client’s rights or Quantum Neuron’s obligations under this Agreement) by publishing an updated version at https://quantumneuron.ai/legal/m26/master-agreement. Such changes take effect on publication.
22.3 Material Amendments to this Agreement
Material changes to this Agreement (including changes to fees outside of the renewal mechanism in Section 8.6, scope of the Services to the Client’s detriment, liability provisions, indemnification, governing law, or dispute resolution) shall take effect no earlier than thirty (30) days after Quantum Neuron sends notice to the Client’s administrative contact pursuant to Section 21.
22.4 Right to Object
The Client may object to any material change within thirty (30) days of receipt of the notice. If the Client objects, the Parties shall in good faith seek a mutually acceptable resolution within thirty (30) days. If no resolution is reached, the Client may, as its sole and exclusive remedy, terminate this Agreement on thirty (30) days’ written notice with a pro-rata refund of any prepaid and unused fees, and the previous version of this Agreement shall continue to apply during the notice period.
22.5 Ancillary Documents
Amendments to ancillary documents (including the DPA, Privacy Policy, Sub-Processor List, and Terms of Use) are governed by the amendment provisions of those documents. Material changes to the DPA are subject to the procedure set out in DPA Section 20.
22.6 Continued Use
The Client’s continued use of the Services after the effective date of a non-material change shall constitute acceptance of such change.
23. Export Control and Tax
23.1 Export Control and Sanctions
The Client shall not export, re-export, transfer or otherwise make available the Services or any part thereof to any country, entity or person prohibited by the export control, trade sanctions or embargo laws and regulations 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 HM Treasury’s Office of Financial Sanctions Implementation), 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-based software-as-a-service. Nothing in this Agreement is intended to create a permanent establishment, branch, agency, dependent agent, taxable presence or similar local establishment of Quantum Neuron Inc. 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 an agent, fiduciary, broker, representative or professional advisor of the Client.
24. Governing Law and Dispute Resolution
24.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. 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 law (such as the EU GDPR and the UK GDPR), AI law, telecommunications and electronic communications law, marketing and anti-spam law and any other mandatory commercial law, in each case to the extent required to apply by such law, together with applicable third-party platform rules where relevant to the Client’s use of the Services. Any consumer protection law applies only where, and to the extent that, it applies to interactions with End-Users and not to the contractual relationship between Quantum Neuron and the Client.
24.3 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration before the Court of Arbitration at the Polish Chamber of Commerce (Krajowa Izba Gospodarcza), Gdańsk Branch, in accordance with the rules of that arbitration court in force at the date of commencement of the arbitration. The seat of arbitration shall be Gdańsk, Poland. The language of the arbitration shall be English.
24.4 SCC and Data Protection Carve-Out
For the avoidance of doubt, the arbitration clause in this Agreement does not override the mandatory dispute resolution, governing law, jurisdiction, supervisory authority, data subject rights or enforcement provisions applicable under the EU Standard Contractual Clauses, the UK Addendum, EU GDPR, 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 by reference into and forms an integral part of this Agreement:
(a) the Data Processing Agreement (DPA), available at https://quantumneuron.ai/legal/m26/dpa;
(b) the Privacy Policy, available at https://quantumneuron.ai/legal/m26/privacy;
(c) the Sub-Processor List, available at https://quantumneuron.ai/legal/m26/subprocessors;
(d) the Terms of Use, available at https://quantumneuron.ai/legal/m26/terms-of-use;
(e) the Quantum Neuron Security Annex, made available to the Client on request under appropriate confidentiality obligations; and
(f) the Functional Scope Annex attached to or referenced in the applicable Order Form.
These documents have legally binding effect from the moment the Client executes the Order Form. Execution of the Order Form constitutes full legal acceptance of this Agreement and the incorporated documents, without the need for a separate signature on this Agreement, provided that the executed Order Form references the applicable version of this Agreement.
26. Order of Precedence
In the event of any conflict or inconsistency between the documents that constitute this Agreement, the order of precedence shall be:
(a) the DPA, in matters relating to the processing of personal data;
(b) the executed Order Form, in matters relating to commercial terms, pricing, quantities, usage limits, subscription term, selected channels and specifically negotiated terms for the Client;
(c) the Functional Scope Annex, in matters relating to technical and operational limitations, channel limits, onboarding scope and exclusions of the Services;
(d) this Master SaaS Agreement;
(e) the Privacy Policy and the Terms of Use; and
(f) the Sub-Processor List and the Security Annex.
For the avoidance of doubt, the Order Form defines the commercial parameters of the transaction, while the Functional Scope Annex defines the technical and operational boundaries of the Services.
27. Miscellaneous
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, agreements, understandings, and communications, whether written or oral, relating to such subject matter.
27.2 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall in good faith negotiate a valid and enforceable substitute 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 such 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 in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
27.6 Publicity
Quantum Neuron may identify the Client as a customer and use the Client’s name and logo in customer lists, websites, presentations and marketing materials unless the Client notifies Quantum Neuron in writing that it objects to such use. Any press release, case study or detailed public reference requires the Client’s prior written approval.
28. Contact
For 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 (Article 37 EU GDPR): Mr. Krzysztof Kochanowski, ido@quantumneuron.ai
•EU Representative (Article 27 EU GDPR): Quantum Neuron Sp. z o.o., ul. Żurawia 6/12/745, 00-503 Warsaw, Poland; ido@quantumneuron.ai
•UK Representative (Article 27 UK GDPR): Kochanowski Consulting Ltd, 151 Picton Road, Liverpool, Merseyside L15 4LG, United Kingdom; ido@quantumneuron.ai
•Postal address: Quantum Neuron Inc., 169 Madison Ave STE 15768, New York, NY 10016, United States
