Master Subscription Agreement

1. Definitions

As used in this Agreement:

• "Authorized User" means any individual whom Customer permits to access and use the Services under Customer's account.
• "Customer Data" means any data, content, or materials that Customer or its Authorized Users upload, submit, or otherwise make available through the Services.
• "Documentation" means Qonera's standard technical and functional documentation for the Services made available to Customer.
• "Order Form" means a written order form, online checkout page, or similar document referencing this Agreement that specifies the Services, subscription tier, fees, and other applicable terms.
• "Subscription Term" means the period during which Customer is entitled to access the Services as specified in the applicable Order Form.
• "Qonera Technology" means the Services, software, algorithms, models, interfaces, and all related intellectual property owned or licensed by Qonera.

2. Access and Use

2.1 Grant of Access. Subject to the terms of this Agreement and timely payment of all applicable fees, Qonera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes and in accordance with the Documentation and any applicable usage limits set out in the Order Form.

2.2 Authorized Users. Customer may permit Authorized Users to access the Services up to the seat or user limits set out in the applicable Order Form. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with this Agreement.

2.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, assign, or commercially exploit the Services; (b) reverse engineer, decompile, or disassemble the Services; (c) use the Services to build a competitive product or service; (d) use the Services in violation of applicable law; (e) circumvent any usage limits or access controls; or (f) use a single named user licence on a shared, rotational, or pooled basis.

3. Customer Responsibilities

3.1 Account Security. Customer is responsible for maintaining the security of its account credentials and for all activities that occur under its account. Customer shall promptly notify Qonera of any suspected unauthorised use.

3.2 Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Data. Customer represents and warrants that it has all rights necessary to upload Customer Data to the Services and that doing so does not violate any applicable law or third-party rights.

3.3 Prohibited Content. Customer shall not upload or process through the Services any data that: (a) is unlawful or infringes third-party rights; (b) constitutes special category data under applicable data protection law (including health data, biometric data, or data concerning racial or ethnic origin) unless expressly agreed in writing by Qonera; or (c) is subject to export controls that would prohibit its processing by Qonera.

4. Fees and Payment

4.1 Fees. Customer shall pay Qonera the fees set out in the applicable Order Form. All fees are in US dollars unless otherwise stated and are non-refundable except as expressly set out in this Agreement.

4.2 Payment Terms. Unless otherwise stated in the Order Form, fees are due and payable in advance on a monthly or annual basis. Qonera may suspend access to the Services if any payment is overdue by more than ten (10) days following written notice.

4.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on Qonera's net income.

4.4 Price Changes. Qonera may adjust fees for any renewal Subscription Term by providing at least thirty (30) days' prior written notice to Customer.

4.5 Cancellation. Customer may cancel a Subscription at any time through the account settings or by contacting support@qonera.ai. For monthly Subscriptions, cancellation takes effect at the end of the then-current billing cycle; Customer will retain access to the Services until the end of that cycle and no refund will be issued for the remaining period. For annual Subscriptions, cancellation takes effect at the end of the then-current annual Subscription Term; Customer will retain access to the Services until the end of that term, and no prorated or partial refunds will be issued for any remaining months. All fees paid are non-refundable except as expressly stated in this Agreement.

5. Intellectual Property

5.1 Qonera Technology. As between the parties, Qonera retains all right, title, and interest in and to the Qonera Technology, including all improvements, modifications, and derivative works thereof. No rights are granted to Customer except as expressly set out in this Agreement.

5.2 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Qonera a limited, non-exclusive licence to process Customer Data solely as necessary to provide the Services and as described in the Privacy Policy and Data Processing Agreement.

5.3 No Model Training. Qonera will not use Customer Data to train, fine-tune, or improve any AI model without Customer's prior written consent.

5.4 Feedback. If Customer provides Qonera with feedback, suggestions, or ideas regarding the Services, Customer grants Qonera a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose without obligation or restriction.

6. Confidentiality

6.1 Obligations. Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

6.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt prior written notice where legally permitted.

6.3 Duration. Confidentiality obligations survive for three (3) years after the termination or expiry of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

7. Data Protection

To the extent that Qonera processes personal data on behalf of Customer in connection with the Services, the parties' respective data protection obligations are governed by the Data Processing Agreement ("DPA"), available at qonera.ai/dpa, which is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the DPA with respect to personal data, the DPA shall prevail.

8. Warranties and Disclaimers

8.1 Qonera Warranties. Qonera warrants that: (a) it has the right to enter into this Agreement and to grant the rights granted herein; (b) the Services will perform materially in accordance with the Documentation; and (c) Qonera will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

8.2 Customer Warranties. Customer warrants that: (a) it has the right to enter into this Agreement; (b) it has all rights necessary to provide Customer Data to Qonera; and (c) its use of the Services will comply with all applicable laws and regulations.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." QONEJO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QONEJO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. OUTPUTS GENERATED BY AI MODELS ARE NOT PROFESSIONAL, LEGAL, FINANCIAL, OR INVESTMENT ADVICE AND SHOULD BE INDEPENDENTLY VERIFIED BEFORE RELIANCE.

9. Indemnification

9.1 By Qonera. Qonera shall defend Customer against any third-party claim alleging that the Services, as used in accordance with this Agreement, infringe such third party's intellectual property rights, and shall pay any resulting settlements or court-awarded damages. Qonera's obligations under this Section 9.1 do not apply to claims arising from Customer Data, Customer's modification of the Services, or Customer's use of the Services in breach of this Agreement.

9.2 By Customer. Customer shall defend Qonera against any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement or applicable law; or (c) Customer's products or services, and shall pay any resulting settlements or court-awarded damages.

9.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) Customer's payment obligations; or (d) death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Term and Termination

11.1 Term. This Agreement commences on the date Customer accepts it and continues until all Subscription Terms have expired or been terminated.

11.2 Termination for Cause. Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or a receiver is appointed.

11.3 Effect of Termination. Upon termination or expiry: (a) all licences granted hereunder immediately cease; (b) Customer shall cease all use of the Services; and (c) each party shall return or destroy the other party's Confidential Information upon request. Qonera will make Customer Data available for export for thirty (30) days following termination, after which it will be deleted in accordance with the DPA.

11.4 Survival. Sections 1, 3, 4 (with respect to outstanding fees), 5, 6, 7, 8.3, 9, 10, 11.3, 11.4, and 12 survive termination or expiry of this Agreement.

12. General

12.1 Governing Law. This Agreement is governed by the laws of Poland, without regard to its conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

12.2 Dispute Resolution. The parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings. Any unresolved dispute shall be submitted to the competent courts of Poland, with proceedings conducted in English or Polish. Judgment on the award may be entered in any court of competent jurisdiction.

12.3 Entire Agreement. This Agreement, together with all Order Forms, the Privacy Policy, the DPA, and any other documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

12.4 Amendments. Qonera may update this Agreement from time to time. Material changes will be notified to Customer at least thirty (30) days in advance. Continued use of the Services after the effective date of any update constitutes acceptance. For Enterprise customers with a signed Order Form, amendments require mutual written agreement.

12.5 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

12.7 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

12.8 Notices. Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by certified mail to the addresses specified in the applicable Order Form or such other address as either party may designate in writing.

12.9 Force Majeure. Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, or internet or telecommunications failures, provided that the affected party gives prompt notice and uses reasonable efforts to resume performance.

12.10 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.