THE QAECY API AaaS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

“ Administrator Accounts ” has the meaning set out in Section 7.

“ Agreement ” has the meaning set out on the first page of this Agreement.

“ API Data ” means any Customer Data submitted by Customer to the QAECY API.

“ API Key ” has the meaning set out in Section 4(a)(i).

“ Baseline Model ” means an AI-powered neural network for natural language processing based on parameters that are trained on text scraped from the open web.

“BCI” means business contact information that consists of the name and business telephone, address and email address of a Permitted User.

“Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding, or any other claim or demand.

“ QAECY ” has the meaning set out on the first page of this Agreement.

“ QAECY API ” means QAECY’s proprietary application programming interface, and any related documentation all of which are designed to facilitate Customer’s access to and use of the QAECY API AaaS Services through interfaces between Customer applications and the QAECY API AaaS Services.

“ QAECY API AaaS Services ” means services through which QAECY may host or make available the QAECY Platform and QAECY API as may be further described in an Order Form and any component thereof.

“ QAECY Platform ” means QAECY’s AI-powered text prediction platform utilizing proprietary Baseline Models and made available under the name QAECY API and any updates thereto.

“ QAECY Property ” has the meaning set out in Section 3(c).

“ Confidential Information ” has the meaning set out in Section 10(a).

“ Content ” means any data, information, content, records, or files.

“ Custom Model ” means an AI-powered neural network for natural language processing based on parameters that are trained using Customer Data.

“ Customer ” has the meaning set out on the first page of this Agreement.

“ Customer Application ” has the meaning set out in Section 4(a)(iii).

“ Customer Data ” means any Content that Customer (or any of its Permitted Users) (i) loads, submits, transmits to or enters into the QAECY API AaaS Services, or (ii) otherwise transmits to QAECY in connection with this Agreement. For greater certainty, Customer Data may include, but is not limited to, BCI, API Data and Finetuning Data but does not include any Feedback or any Content that Customer receives through or from the QAECY API AaaS Services.

“ Customer User Account ” has the meaning set out in Section 7.

“ Discloser ” has the meaning set out in Section 10(a).

“ Effective Date ” has the meaning set out on the first page of this Agreement.

“ Feedback ” has the meaning set out in Section 3(a).

“ Fees ” has the meaning set out in Section 9(a).

“ Finetuning Data ” means any Customer Data comprised of training or finetuning data submitted by Customer to the QAECY API AaaS Services.

“ Force Majeure ” has the meaning set out in Section 14(g).

“ Initial Term ” has the meaning set out in Section 13(a).

“ Licensed Third Party Technology ” means third party technology that is licensed under separate license terms and not under this Agreement.

“ Losses ” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals, or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default, or assessment).

“ Modifications ” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “ Modify ” has a corresponding meaning.

“ Order Form ” means any order form that references this Agreement and that is executed by authorized signing officers of each Party.

“ Parties ” and “ Party ” have the meaning set out on the first page of this Agreement.

“ Permitted User ” means those employees and independent contractors authorized by Customer on Customer’s behalf to access and use the QAECY API AaaS Services.

“ Personal Information ” means any information about an identifiable individual (including information that could, alone or in combination with other information, identify an individual).

“ Privacy Laws ” has the meaning set out in 5(a).

“ Privacy Policy ” has the meaning set out in Section 5(b).

“ Professional Services ” has the meaning set out in Section 2(g).

“ Prohibited Data ” means any Personal Information other than BCI.

“ Publicity ” has the meaning set out in Section 14(b).

“ Recipient ” has the meaning set out in Section 10(a).

“Renewal Term ” has the meaning set out in Section 13(a).

“ Support Services ” has the meaning set out in Section 8.

“ Term ” has the meaning set out in Section 13(a).

Custom Model . If set out in an Order Form or if Customer selects a Custom Model on the Website, QAECY will develop a Custom Model for Customer and provide the QAECY API AaaS Services using the Custom Model. For clarity, where QAECY provides the QAECY API AaaS Services using a Custom Model, references to QAECY API AaaS Services in this Agreement will include the Custom Model. QAECY will use the Custom Models solely to provide the QAECY API AaaS Services to Customer. Upon termination or expiration of this Agreement, QAECY will destroy any Custom Models.

Customer’s Permitted User Responsibilities . Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the QAECY API AaaS Service, and for Permitted Users’ compliance with this Agreement.

Restrictions on Use . Customer will not itself, and will not permit others to:

sub-license, sell, rent, lend, lease or distribute the QAECY API AaaS Services or any intellectual property rights therein, or otherwise make the QAECY API AaaS Services available to others;

permit any third party direct access the QAECY API, including through Customer’s Application on a pass-through basis, or otherwise use, copy, distribute, or make available the QAECY API or the QAECY API AaaS Services to permit timesharing, service bureau use or commercially exploit the QAECY API AaaS Services;

use or access the QAECY API AaaS Services or the QAECY API (A) in violation of any applicable law or intellectual property right, (B) in a manner that threatens the security or functionality of the QAECY API AaaS Services or the QAECY API, or (C) for any purpose or in any manner not expressly permitted in this Agreement;

use the QAECY API to circumvent the intended features, functionality or limitations of the QAECY API AaaS Services;

use the QAECY API AaaS Services or the QAECY API for personal, family or household purposes;

develop any Customer Applications (as defined below) that: (A) are fraudulent, misleading, obscene or pornographic; (B) infringe on any third party’s intellectual property rights or rights of publicity or privacy; (C) are defamatory, trade libelous, threatening, or harassing; (D) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (E) replicate or attempt to replace the essential user experience of the QAECY API AaaS Services or any of QAECY’s other products or services; (F) are in any manner t similar to, or competitive with, the QAECY API AaaS Services; or (G) otherwise violate any applicable law;

use the QAECY API AaaS Services in a manner which, in the opinion of QAECY would tend to bring QAECY or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of QAECY or any of its the trademarks, or adversely affect the relationship between QAECY and any of its licensors or other customers;

use the QAECY API AaaS Services to generate political propaganda;

use the QAECY API AaaS Services to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;

use the QAECY API AaaS Services to impersonate any person in violation of such person’s privacy or personality rights;

use the QAECY API AaaS Services to create, collect, transmit, store, use or process any Customer Data:

that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

that Customer does not have the lawful right to create, collect, transmit, store, use or process;

that contains any Prohibited Data, except in accordance with Section 5( b ); or

that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

Modify, reverse engineer, de-compile, disassemble or otherwise alter the QAECY API AaaS Services or the QAECY API;

remove or obscure any proprietary notices or labels on the QAECY API AaaS Services, including brand, copyright, trademark and patent or patent pending notices;

access or use the QAECY API AaaS Services or any Content that Customer receives through or from the QAECY API AaaS Services for the purpose of building a similar or competitive product or service; or

perform any vulnerability, penetration or similar testing of the QAECY API AaaS Services or QAECY API.

Suspension of Access; Scheduled Downtime; Modifications. QAECY may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

suspend Customer’s access to or use of the QAECY API AaaS Services:

for scheduled maintenance;

due to a Force Majeure;

if Customer is delinquent in its payment of Fees under Section 9;

if QAECY believes in good faith that Customer or any Permitted User has violated any provision of this Agreement or any other responsible use guidelines QAECY provides to Customer or that are posted on the Website;

to address any emergency security concerns; or

if required to do so by a regulatory body or as a result of a change in applicable law;

temporarily suspend the availability of a Custom Model where Customer has not accessed such Custom Model for 24 consecutive hours, provided that QAECY will promptly restore Customer’s access to the Custom Model when Customer attempts to access the temporarily suspended Custom Model; and

make any Modifications to the QAECY API AaaS Services.

Subcontracting. QAECY may engage third parties, including cloud service providers, to provide the QAECY API AaaS Services.

QAECY DOES NOT REPRESENT, WARRANT, OR COVENANT THAT QAECY HAS REVIEWED ANY THIRD PARTY TERMS AND CONDITIONS AND IS NOT RESPONSIBLE FOR ANY API DATA OR FINETUNING DATA SHARED WITH THIRD PARTIES. QAECY DOES NOT ENDORSE ANY THIRD PARTY SERVICE AND CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER CHOOSES TO SUBMIT ANY API DATA OR FINETUNING DATA TO THE QAECY API AaaS SERVICES, CUSTOMER DOES SO ENTIRELY AT ITS OWN RISK. CUSTOMER FURTHER ACKNOWLEDGES THAT ANY THIRD PARTY TERMS AND CONDITIONS MAY NOT HAVE THE SAME OR SIMILAR COMMITMENTS OR PROTECTIONS AS THOSE CONTAINED IN THIS AGREEMENT AND ANY FINETUNING DATA OR API DATA SHARED BY QAECY WITH THIRD PARTIES WILL BE ACCESSED, USED, AND OTHERWISE HANDLED BY SUCH THIRD PARTIES IN ACCORDANCE WITH THEIR TERMS AND CONDITIONS, WHICH MAY PERMIT SUCH THIRD PARTY TO USE FINETUNING DATA OR API DATA FOR ITS OWN PURPOSES.

QAECY or its licensors retain all ownership and intellectual property rights in and to: (i) the QAECY API AaaS Services; (ii) the QAECY Platform; (iii) the QAECY API; (iv) anything developed or delivered by or on behalf of QAECY in accordance with the terms of this Agreement, including Baseline Models and Custom Models (other than the Customer Data contained in such Custom Model); and (v) any Modifications to the foregoing (collectively, the “ QAECY Property ”). All rights not expressly granted by QAECY to Customer under this Agreement are reserved.

To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the QAECY API AaaS Services to QAECY (“ Feedback ”), Customer acknowledges and agrees that:

the Feedback does not contain confidential or proprietary information and QAECY is not under any obligation of confidentiality with respect to the Feedback; and

API Keys Required to Access the QAECY API. In order to use the QAECY API, Customer must first sign up to the QAECY API AaaS Services that include access to the QAECY API and generate one or more API keys (each, an “ API Key ”). Customer acknowledges that such API Keys are QAECY’s Confidential Information (as defined below) and will not share Customer’s API Keys with any third party without QAECY’s prior consent. In addition, QAECY may revoke Customer’s API Keys any time without Customer’s consent.

Use of the QAECY API. Customer may incorporate the QAECY API into Customer’s products and services and otherwise use the QAECY API in connection with its internal business purposes, provided such incorporation and use is done in accordance and in compliance with this Agreement and the related documentation.

Licence to QAECY API and related documentation. QAECY hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the QAECY API including related documentation solely to facilitate Customer’s development of applications that interface with the QAECY API AaaS Services in accordance with this Agreement and any provided documentation (each such application, a “ Customer Application ”).

API Call Limitations. Unless otherwise set out in an Order Form, the number of calls Customer or Customer Application makes to the QAECY API during any given period may be limited, at QAECY’s sole discretion, based on various factors that include the manner in which Customer Application makes calls to the QAECY API and the anticipated volume of use associated with Customer Application.

Changes to the QAECY API. QAECY reserves the right to change the QAECY API and related documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer’s own cost and expense.

Customer shall not include any Prohibited Data in any Customer Data. Without limiting the foregoing, to the extent that Customer requires QAECY to process or otherwise handle any Prohibited Data, then Customer shall first notify QAECY of such intent and QAECY may, in its sole discretion, choose to process such Prohibited Data subject to a separate definitive agreement entered into by the Parties. This Agreement imposes no obligation on, nor does it compel, QAECY to agree to any such separate definitive agreement for processing of any Prohibited Data.

Communications Over the Internet and Public Networks

Changes to the Fees. QAECY will provide Customer with no less than seven days notice of any changes to the Fees.

Payment. Customer will pay for the Fees via credit card or another manner then available on the Website in accordance with the timing and frequency set out on QAECY’s then-current price list. Customer must provide current, complete and accurate information for Customer’s billing account. Customer must promptly update all information to keep Customer’s billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and Customer must promptly notify QAECY if Customer’s payment method is cancelled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of its Customer User Account. Changes to such information can be made in the Customer User Account settings. If Customer fails to provide any of the foregoing information, Customer agrees that QAECY may continue charging Customer for any use of paid services under Customer’s billing account.

Disputed Charges. If Customer believes QAECY has charged Customer incorrectly, Customer must contact QAECY no later than 45 days after having been charged by QAECY in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. QAECY reserves the right to suspend Customer’s access to the QAECY API AaaS Services or terminate the Agreement, in QAECY’s sole discretion, if Customer’s credit card or other payment method (as applicable) is declined after two or more attempts by QAECY to charge Customer’s credit card or other payment method (as applicable). Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of QAECY.

Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel, subcontractors or affiliates that have a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, who are directed to hold the Confidential Information in the strictest confidence, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take all necessary precautions and measures to safeguard the other Party’s Confidential Information as may be reasonable in the circumstances to prevent improper use or disclosure of the Discloser’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Recipient shall be responsible for any breach of this Section 10 by any of its personnel, subcontractors or affiliates.

Exceptions to Confidentiality. Notwithstanding Section 10(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of QAECY, to potential assignees, acquirers or successors of QAECY if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of QAECY.

GENERAL DISCLAIMER. QAECY DOES NOT WARRANT THAT THE QAECY API AaaS SERVICES WILL BE UNINTERRUPTED OR THAT THE QAECY API AaaS SERVICES OR THE QAECY API WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE QAECY API AaaS SERVICES OR THE QAECY API. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE QAECY API AaaS SERVICES AND THE QAECY API (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY QAECY TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, QAECY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, QAECY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE QAECY API AaaS SERVICES OR THE QAECY API (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

Customer Indemnity. Customer will defend, indemnify and hold harmless QAECY, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; (ii) Customer’s breach of Sections 2(d) or 5(b); or (iv) use of the QAECY API AaaS Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with QAECY in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of QAECY.

QAECY Indemnity. QAECY will defend, indemnify and hold harmless the Customer, its employees, officers, directors, affiliates, agents, contractors, successors and assigns against any and all Losses arising from a Claim by a third party alleging that:

The QAECY API AaaS Services; or

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE QAECY API AaaS SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Termination for Convenience. Either Party may terminate this Agreement at any time via the Website.

Termination for Cause . Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.

Effect of Termination . Upon expiration or earlier termination of this Agreement, Customer will immediately cease accessing or using the QAECY API AaaS Services. Within 30 calendar days following termination, QAECY will, at Customer’s request, delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by QAECY to provide the QAECY API AaaS Services, including any Custom Models. Notwithstanding the foregoing, QAECY will have no obligation to delete or otherwise render inaccessible any API Data or Finetuning Data submitted by Customer to QAECY in accordance with Section 3(a)(iii).

Trockenloostrasse 21
8105 Regensdorf Switzerland
Email: api@qaecy.com, with a copy to legal@qaecy.com

and (ii) if to Customer, to the current postal or email address that QAECY has on file with respect to Customer. QAECY may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with QAECY current at all times during the Term.

Publicity. Notwithstanding any other term of this Agreement, QAECY may refer to Customer as a customer of QAECY in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on QAECY’s Website and other online channels (collectively, “ Publicity ”), without notice to or prior written consent of Customer. QAECY may use Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the QAECY API AaaS Services provided to Customer and any testimonials received from Customer in any such Publicity. Customer grants QAECY a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.

Assignment. Customer will not assign this Agreement to any third party without QAECY’s prior written consent. QAECY may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of switzerland applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Zurich, switzerland, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent QAECY from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the QAECY API AaaS Services.

Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“ Force Majeure ”).

Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

Independent Contractors. QAECY’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

Entire Agreement. This Agreement, along with any confidential disclosure agreement entered into by the Parties that references this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

Amendments. NO AMENDMENT, SUPPLEMENT, MODIFICATION, WAIVER, OR TERMINATION OF THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT, NO CONSENT OR APPROVAL BY CUSTOMER WILL BE BINDING UNLESS EXECUTED IN WRITING BY QAECY. QAECY MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “ AMENDMENT ”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY QAECY, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).