Terms of Service

Welcome to Bita Quantum AI. These Terms of Service, together with our Privacy Policy, form a binding agreement (“Agreement”) between Bita Quantum AI Inc. (“we,” “us,” or “our”) and our users (“you,” “your,” or “User”). Please read them carefully before accessing or using our Services.

1. Definitions

1.1 “Agreement” refers collectively to these Terms of Service (“Terms”), our Privacy Policy, and any other operating rules, policies, and procedures periodically published on our website.

1.2 “Services” encompass the Website, along with all online or offline products offered by Bita Quantum AI Inc., including the Software and Support Services.

1.3 “Website” refers to Bita Quantum AI’s website located at bitaquantumai.com, comprising all subdomains, content, services, and products provided by Bita Quantum AI Inc.

1.4 “User,” “you,” or “your” refers to the individual, company, or organization accessing or using the Website or Services, or directing the use of an account.

1.5 “Authorized Users” include Users and personnel specifically authorized by Users to access and utilize our Services.

1.6 “Subscription” refers to (a) an online order for the Service completed and submitted by you through the Website and accepted by Bita Quantum AI Inc., or (b) another written agreement or purchase order for the Service accepted by both parties.

1.7 “Subscription Date” is (a) the date you submit your online order through the Website or (b) the date both parties accept a written agreement.

1.8 “Affiliates” means entities controlled by, under common control with, or controlling Bita Quantum AI Inc., where control implies ownership of fifty percent (50%) or more of the voting power (or equivalent). Affiliates are permitted to utilize licenses granted under this Agreement.

1.9 “Computer” refers to the hardware, physical or virtual, on which the Software operates.

1.10 “Derivative Works” encompass any modification, translation, adaptation, enhancement, abridgment, condensation, or expansion of the Bita Quantum AI that would constitute copyright infringement if used without Licensor’s consent.

1.11 “Documentation” comprises official explanatory materials provided by Bita Quantum AI Inc. to aid in the use of the Bita Quantum AI, including printed, electronic, or online resources.

1.12 “Fees” denote payments for the Bita Quantum AI license, Support Services, or any other product or service purchased under this Agreement.

1.13 “Partners” include distributors and resellers authorized by Bita Quantum AI Inc. or its distributors to distribute or resell the Bita Quantum AI.

1.14 “Software” encompasses the object code version of the product specified in this Agreement, including any third-party software licensed by Bita Quantum AI Inc. and delivered to you as part of the Software, along with any Updates provided.

1.15 “Support Services” refer to services provided by Bita Quantum AI Inc. to rectify errors in the Software, offer general technical support, and supply Updates.

1.16 “Updates” refer to subsequent releases and versions of the Software that Bita Quantum AI Inc. makes available to its customers as part of purchased Support Services.

1.17 “Devices” encompass any electronic devices with storage media on which the Software operates or is intended for use, including but not limited to smartphones, tablets, personal computers, wearable devices, consumer electronics, gaming consoles, embedded systems, networking devices, portable storage devices, digital cameras, camcorders, audio players and recorders, and e-book readers.

 

2. Software Updates

If you receive an updated or upgraded version of, or additions to, the Software from Bita Quantum AI Inc., these updates are covered by this Agreement. Bita Quantum AI Inc. may occasionally provide updates for the Software. The Software may connect to Bita Quantum AI Inc. or third-party servers over the Internet to check for Updates, such as bug fixes, patches, upgrades, and new versions (“Updates”). Updates may be automatically applied, or users will be notified and given the option to manually download and apply updates.

 

3. Description

At Bita Quantum AI Inc., we are at the forefront of quantum technology, driven by innovation, expertise, and a steadfast commitment to excellence. Our journey is defined by significant milestones that underscore our dedication to advancing quantum computing, cybersecurity, and telecommunications.

4. Account Terms

4.1 Access to Services

Bita Quantum AI Inc. distributes the Service exclusively online. You are responsible for procuring, installing, and maintaining, at your own expense, all necessary equipment, facilities, and services required for Authorized Users to access and utilize the Service through the designated interface. This includes but is not limited to computer hardware, software, and Internet connectivity.

4.2 User Account Security

You are solely responsible for monitoring and ensuring the security and confidentiality of all user identifiers and passwords associated with your account. Bita Quantum AI Inc. bears no liability for any unauthorized use or misuse of such identifiers or passwords. Any use of the Service outside the terms stipulated in this Agreement constitutes a breach of your obligations.

Bita Quantum AI Inc. has implemented commercially reasonable, industry-standard technical and organizational measures aimed at safeguarding your data against accidental loss and unauthorized access, use, alteration, or disclosure. These measures include encryption protocols, access controls, and regular security audits. Each hosting provider responsible for the Service is contractually obligated to maintain similar security standards as Bita Quantum AI Inc.

However, it should be noted that Bita Quantum AI Inc. does not assert compliance with specific operational standards or certifications, including those required by governmental or industry associations (refer to Section 16.3).

5. Acceptable Use

5.1 Compliance with Laws and Regulations

You agree to use commercially reasonable efforts, including proper instructions and enforcement actions, to ensure that all access to and use of the Service by you, Authorized Users, or through your facilities, equipment, identifiers, or passwords complies with this Agreement. Usage must be for lawful purposes and conducted in a manner that respects all applicable laws, regulations, and the rights of third parties.

5.2 Conduct Restrictions

You expressly agree not to, directly or indirectly:

• Attempt to interfere with or compromise the integrity or security of the Service or its servers or decipher any transmissions to or from them.
• Take actions that impose, or may impose at Bita Quantum AI ‘s discretion, an unreasonable or disproportionately large load on the Service infrastructure.
• Knowingly upload invalid data, viruses, worms, or other harmful software agents through the Service.
• Allow unauthorized access to the Service or its components by any person or entity other than Authorized Users as defined in this Agreement.
• Modify, adapt, create derivative works of, or reverse engineer any part of the Service or its Technology.
• Engage in unauthorized copying or distribution of the Service or its components.
• Access the Service for the purpose of developing or assisting in building a competitive solution.
• Remove, obscure, or alter any proprietary notices related to the Service or its Technology.
• Engage in any use or activity not expressly authorized under this Agreement by any entity under your control.

5.3 Remedies for Violations

In the event of a violation of any terms in this section, Bita Quantum AI reserves the right, at its discretion and in addition to any other remedies available at law or equity, to immediately suspend your and Authorized Users’ access to and use of the Service.

6. Service Period

This Agreement shall commence on the Subscription Date and, unless terminated early in accordance with Section 8, shall continue for the duration specified in the Subscription (the “Initial Period”), measured from the Subscription Date.

If you are subscribed to a Paying Plan, this Agreement will automatically renew for successive renewal periods of the same duration as the Initial Period (each, a “Renewal Period”), unless either party provides notice of termination or non-renewal at least  30 days before the end of the then-current period. The Initial Period and all subsequent Renewal Periods together constitute the “Service Period.”

If you are using the Service under a Free Plan, this Agreement shall be deemed month-to-month. Either party may terminate or choose not to renew this Agreement immediately upon notice to the other party.

 

7. Payment

7.1 Pricing

Unless otherwise agreed in a separately executed written agreement for a Paying Plan, all fees including taxes for the Service (“Fees”) will initially be based on the pricing published on the Website as of the Subscription Date for the Initial Period. To maintain the quality of the Service, pricing may automatically increase annually by the greater of 3% or the Consumer Price Index (CPI), reflecting inflationary adjustments necessary for improving and maintaining the Service. Fees may be calculated based on factors such as the number of users in your organization, synchronized repositories, executed workflows and automations, and duration of data retention.

7.2 Authorization for Payment

By subscribing to the Service, you authorize Bita Quantum AI to charge your designated payment method for all services used during the Service Period. Depending on your Subscription, Bita Quantum AI may bill in advance, at the time of purchase, shortly after purchase, or on a recurring time- or usage-based basis.

7.3 Responsibility for Payment

You confirm that you are authorized to use the payment method provided when creating your billing account. It is your responsibility to keep all billing account information current. You can access and modify this information through the Website and may change your payment method at any time. If you notify Bita Quantum AI to cease using your current payment method and fail to designate an alternative, Bita Quantum AI reserves the right to immediately suspend your access to the Service. Any changes to your billing account information will not affect charges already submitted to your billing account before Bita Quantum AI reasonably processes your request.

7.4 Billing Schedule; No Refunds

Payments for accounts registered to pay via credit card are due on the date the invoice is posted to your account. For accounts paying via check, wire transfer, or Automated Clearing House (ACH), payments are due within 30 days of the invoice date unless otherwise agreed upon in writing. Prepayments for the Service (monthly, yearly, or otherwise) are considered fully earned upon payment and are non-refundable. Failure to make timely payments may result in immediate suspension of access to the Service. 

For clients with non-binding plans, where the software is purchased as a one-time transaction, payment must be made through wire transfer. The fee for the software must be paid in full prior to the delivery or activation of the software. No refunds will be issued once the payment has been received and the software has been delivered or activated.

7.5 Missed Payments

Any overdue amount will accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, compounded daily from the due date until paid in full. In the event Bita Quantum AI initiates collection actions for unpaid amounts, you agree to reimburse Bita Quantum AI for all associated collection costs, including but not limited to attorneys’ fees and court costs.

7.6 Pricing Changes

Except for automatic annual increases to adjust for inflation as per Section 7.1, Bita Quantum AI will notify you in advance, either through the Service or via email pursuant to Section 16.6, of any Fee changes applicable in a Renewal Period. If you do not agree to these changes, you must notify Bita Quantum AI of your intent to not renew the Agreement for the upcoming Renewal Period and cease using the Service before the effective date of termination. Failure to provide notice of non-renewal will result in automatic charging of the new Fees thereafter.

7.7 Cancellation

If you terminate this Agreement early or if Bita Quantum AI terminates it pursuant to Section 8, you are not liable for Fees beyond the effective date of termination. In all other cases, regardless of actual usage levels, you are responsible for paying all Fees until the expiration of the Service Period as defined in your Subscription.

8. Cancellation and Termination

8.1 Account Cancellation

You are responsible for properly cancelling your account with Bita Quantum AI Inc. Account cancellation can be initiated at any time through your account settings.

8.2 Effects of Cancellation

Upon the effective date of termination:

• All rights granted to you regarding the Service and Technology, except as outlined in Section 12.2, will cease.
• All rights granted to Bita Quantum AI Inc. regarding your data will terminate, except as specified in Section 12.2.
• You agree to promptly return to Bita Quantum AI Inc. any Confidential Information of Bita Quantum AI Inc. in your possession or control.
• Bita Quantum AI Inc. will have no obligation to provide the Service to you or Authorized Users after the termination date.
• You are liable to pay Bita Quantum AI Inc. any outstanding amounts for your and Authorized Users’ use of the Service up to the termination date, in accordance with Section 7.
• Sections 5, 7, and 11-16 of this Agreement will survive the expiration or earlier termination of this Agreement.

8.3 Handling of Electronic Information

Regarding electronic information transmitted or received by you or Authorized Users using the Service:

• Bita Quantum AI Inc.’s sole obligation is to promptly delete or destroy any information stored in the Service database upon your request on the effective date of termination.
• The duration of retention of such information is governed by the terms of the applicable Free Plan or Paying Plan.
• Despite deletion from transaction servers, Bita Quantum AI Inc. may retain information stored in automatic backup archiving systems as per customary procedures and policies.
• Certain information may be retained as outlined in Section 12.2.

8.4 Termination by Bita Quantum AI Inc.

Bita Quantum AI Inc. reserves the right to terminate this Agreement immediately upon notice to you:

• If you breach any provisions of this Agreement.
• To comply with applicable laws or regulations.
• In the event of default in timely payment of amounts due under a Paying Plan.

9. Service Commitment and Support

9.1 Availability Commitment

Bita Quantum AI Inc. undertakes commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service each month during the term of this Agreement, excluding scheduled maintenance windows. The Service is deemed “available” if Authorized Users can successfully log in to the Service interface and access data.

9.2 Support Services

Under a Paying Plan, Bita Quantum AI Inc. provides in-product and email support (“Support”). While no specific response times are guaranteed, Bita Quantum AI Inc. commits to responding to support requests promptly within 48 hours using commercially reasonable efforts. Bita Quantum AI Inc. reserves the right to delegate portions of Support to third parties but remains accountable for ensuring satisfactory delivery. In the event of inadequate Support, Bita Quantum AI Inc. will re-perform the Support to correct any deficiencies, which constitutes your sole and exclusive remedy.

9.3 Service Provision

During the Service Period, subject to the terms of this Agreement, Bita Quantum AI Inc. grants you a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and Website. This includes accessing Bita Quantum AI Inc.’s technical and operational documentation and Agents (as defined in Section 11), solely for your internal business operations.

9.4 Privacy and Service Modifications

Your access and use of the Service, along with those of Authorized Users, are governed by Bita Quantum AI Inc.’s Privacy Policy, which is incorporated into this Agreement by reference. Bita Quantum AI Inc. may delegate certain aspects of the Service to third parties but retains responsibility for ensuring satisfactory delivery. Bita Quantum AI Inc. reserves the right, at its discretion, to modify, enhance, or alter the Service. Notice of such modifications will be provided in advance as outlined in Section 16.6 of this Agreement.

 

9.5 Termination Rights

Bita Quantum AI Inc. reserves the right to terminate this Agreement immediately upon notice to you:

• If you breach any provisions of this Agreement.
• To comply with applicable laws or regulations.
• In case of default in timely payment of amounts due under a Paying Plan.

10. Agents; Third-Party Content

10.1 Availability and Use of Agents

Bita Quantum AI Inc. may, at its discretion, provide various application program interfaces (APIs), agents, libraries, and other materials (“Agents”) through the Website or Service to facilitate your access and use of the Service. You agree to the following terms:

• The Agents are licensed solely for use on systems owned, leased, or primarily operated by you, strictly for the purpose of accessing and using the Service.
• You shall not use the Agents for any purpose other than as expressly permitted under this Agreement. Any unauthorized use shall constitute a material breach of this Agreement.

10.2 Third-Party Content and Open-Source Software

Some of the Agents may include third-party content governed by open-source licenses. You agree to the following provisions:

• Upon accessing the Agents, you are responsible for reviewing accompanying electronic documentation or provided links to identify portions governed by open-source licenses. If such licenses impose terms that conflict with those in this Agreement, the open-source terms shall prevail solely for the respective open-source components.
• All third-party content within the Agents is subject to its respective terms, and you are solely responsible for compliance with those terms, including any obligations under open-source licenses.

10.3 Limitation of Liability

Bita Quantum AI Inc. disclaims all warranties and liabilities related to third-party content, including open-source software components integrated into the Agents. You agree to indemnify and hold Bita Quantum AI Inc. harmless from any claims arising out of or related to your use of the Agents, including third-party content.

11. Nonuse and Nondisclosure of Confidential Information

11.1. Definition and Protection

As used in this Agreement, “Confidential Information” refers to any information that is proprietary or confidential to the Discloser (as defined below) or which the Discloser is obliged to keep confidential under contractual or other obligations to third parties. Confidential Information includes technical, business, or other sensitive information. However, Confidential Information does not include any information that:

• Was known to the Recipient (as defined below) prior to its disclosure by the Discloser under this Agreement.
• Is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information.
• Is rightfully acquired by the Recipient from a third party without breach of any confidentiality obligation.
• Becomes publicly known through no fault of the Recipient.

Each party retains all rights, title, and interest, including intellectual property rights, in its Confidential Information disclosed to the other party. The Recipient agrees to protect the Discloser’s Confidential Information against Unauthorized Use or disclosure to the same extent it protects its own similar Confidential Information, using no less than a reasonable standard of care.

11.2. Exceptions to Confidentiality

This section does not restrict:

• Use or disclosure necessary for the Recipient to fulfill its obligations or exercise its rights under this Agreement or any other agreement between the parties.
• Use or disclosure required by applicable law, provided the Recipient gives the Discloser reasonable advance notice to seek protective measures.
• Use or disclosure with the Discloser’s prior written consent.

11.3. Enforcement and Remedies

In the event of any breach or threatened breach by the Recipient of its obligations under this section, the Discloser may seek injunctive or other equitable relief to enforce such obligations. These confidentiality obligations survive the expiration or termination of this Agreement.

11.4. Pre-Release Program

If participating in a pre-release program under a separate Non-Disclosure Agreement, you agree:

• Not to disclose, publish, or disseminate Confidential Information except to employees of Bita Quantum AI Inc. or members of the pre-release program, or as expressly permitted in writing by Bita Quantum AI Inc.
• To take reasonable precautions to prevent unauthorized use, disclosure, publication, or dissemination of Confidential Information, including restricting access to the Service.
• To use Confidential Information solely for purposes permitted under this Agreement and the pre-release program.

You agree not to exploit Confidential Information for your benefit or any third party’s without prior written consent from an authorized representative of Bita Quantum AI Inc. in each instance.

12. Customer Data

12.1 Ownership and Responsibility

You retain full ownership, rights, and responsibility for all text, software, audio, video, images, or other content uploaded to or generated through the Service by you or any Authorized User (“Customer Data”). Bita Quantum AI assumes no liability for Customer Data posted, sent, or made available over or through the Service, except as explicitly stated in this Agreement.

12.2 License Grant to Bita Quantum AI

To enable Bita Quantum AI to provide and support the Service, you grant Bita Quantum AI a worldwide, non-exclusive, royalty-free license during the Service Period to:

• Use, reproduce, electronically distribute, transmit, perform, display, store, and archive Customer Data solely for the purpose of providing, operating, and improving the Service.
• Utilize Customer Data to refine, supplement, or test Bita Quantum AI ‘s product and Service offerings.
• Include aggregated and anonymized data derived from Customer Data in publicly available reports, analyses, and promotional materials, provided that no Confidential Information is disclosed.

You agree that Bita Quantum AI may retain anonymized, non-attributable data following termination of this Agreement solely for purposes directly related to improving the Service or producing aggregated reports. The duration of retention shall be as long as Bita Quantum AI considers it necessary for these purposes, unless otherwise agreed upon in writing by both parties.

Bita Quantum AI may list you as a customer and use your name and logo on the Website, publicly available customer lists, and in media releases during the Service Period for the sole purpose of transparency and marketing, subject to your prior consent.

12.3 Limitations and Conditions

Bita Quantum AI ‘s rights to Customer Data are limited to those expressly granted in this Agreement and are strictly for the purposes outlined above. No rights or licenses, express or implied, are granted beyond what is specified herein.

12.4 Confidential Information

Confidential Information disclosed by either party shall be protected in accordance with Section 11 of this Agreement, and the obligations therein shall survive termination or expiration of this Agreement.

13. Intellectual Property

As defined in this Agreement, “Technology” encompasses all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products, or any other technology and materials of any kind, including any enhancements thereof, used by Bita Quantum AI in connection with the provision of the Service or Support, or made accessible by Bita Quantum AI to you, any Authorized User, or any third party in relation to the Service or Support. Technology explicitly includes the products, services, and technology accessible through the Website, the Agents, the Service interface, and any Bita Quantum AI branded or co-branded websites (including sub-domains, widgets, and mobile versions).

The Service and Technology constitute valuable intellectual property rights of Bita Quantum AI, and Bita Quantum AI shall retain all right, title, and interest in and to the foregoing. No title to or ownership of the Service or Technology, or any associated intellectual property rights, is transferred to you, any Authorized User, or any third party under this Agreement. Your rights to access and use the Service and Agents are limited solely to those expressly granted in Sections 9-10. Except as expressly permitted under this Agreement, you shall not: (i) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or Technology; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available the Service or Technology to any third party; or (iii) access or view the object code or source code of the Service or Technology. Bita Quantum AI reserves all rights to the Service and Technology not expressly granted herein.

14. Limitations of Liability

14.1 General Limitations

You acknowledge and agree that Bita Quantum AI, its affiliates, directors, employees, and licensors shall not be liable to you or any third party for any damages, including but not limited to:

• Any direct, indirect, incidental, special, consequential, or exemplary damages;
• Loss of profits, use, goodwill, or data, regardless of the foreseeability of such damages;
• Damages arising from:
• The use, disclosure, or display of your Customer Data;
• Your use or inability to use the Service;
• Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service;
• The Service generally or the software or systems that make the Service available;
• Unauthorized access to or alterations of your transmissions or data;
• Statements or conduct of any third party on the Service;
• Any other user interactions that you input or receive through your use of the Service;
• Hacking, tampering, or other unauthorized access or use of the Service or your account(s) or the information contained therein;
• Errors, mistakes, or inaccuracies of data;
• Personal injury or property damage resulting from your or authorized users’ access to and use of the Service or support;
• Any other matter relating to the Service.

14.2 Limitation of Liability

Our liability is limited, whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement fails of its essential purpose. We shall have no liability for any failure or delay due to matters beyond our reasonable control.

14.3 Exceptions

The limitations of liability set forth herein shall not apply to damages arising out of a party’s:

• Gross negligence or willful misconduct;
• Breach of its confidentiality obligations, indemnification obligations, or payment obligations to Bita Quantum AI.

14.4 Maximum Liability

In no event shall Bita Quantum AI, its affiliates, directors, officers, employees, agents, or licensors be liable to you or any authorized user for any claims, proceedings, liabilities, obligations, damages, losses, or costs, regardless of the cause or legal theory, including without limitation, negligence, breach of contract, or otherwise, and even if advised of the possibility of such damages, exceeding the fees paid by you to Bita Quantum AI for the Service during the twelve (12) months preceding the event giving rise to liability. This limitation of liability shall apply whether or not the remedy described herein fails of its essential purpose.

14.5 Legal Basis

This limitation of liability section applies to claims based on contract, tort, negligence, strict liability, or any other legal theory, even if the non-breaching party has been advised of the possibility of such damages. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

15. Representations and Indemnities

15.1 General Representations and Warranties

You represent and warrant to Bita Quantum AI that:

• You have the legal authority to enter into and perform this Agreement, and that the performance of your obligations and exercise of your rights under this Agreement comply with all applicable laws of Canada and the United States.
• You own or have obtained all necessary rights, licenses, consents, and permissions to use and grant Bita Quantum AI the rights to the Customer Data as contemplated by this Agreement.
• Any third-party content used by you in connection with the Service complies with all applicable licenses, permissions, and regulations, and you have obtained any necessary approvals from third-party vendors and licensors.

15.2 Bita Quantum AI ‘s Representations and Warranties

If under a Paying Plan, Bita Quantum AI represents and warrants to you that:

• The Service and Technology provided to you and used in accordance with this Agreement will not infringe upon any intellectual property rights or other rights of any third party under the laws of Canada and the United States.
• Bita Quantum AI has all necessary rights, titles, and interests in the Service and Technology to grant the rights and licenses contemplated by this Agreement.

15.3 Indemnification

15.3.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Bita Quantum AI and its employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debts, including reasonable attorneys’ fees, arising out of or related to:

• Your use of and access to the Service;
• Your or an Authorized User’s breach of any term of this Agreement;
• Your or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights;
• Your or an Authorized User’s violation of any law, rule, or regulation;
• Any claim or damages arising from Customer Data;
• Any other party’s access and use of the Service with provided identifiers and passwords.

15.3.2 Limitation of Indemnification

Under no circumstances shall Bita Quantum AI, its affiliates, directors, employees, or licensors be obligated to defend, indemnify, or hold harmless you or any third party from any claims, damages, obligations, losses, liabilities, costs, or debts arising out of or related to:

• Any breach by Bita Quantum AI of any representation, warranty, or obligation under this Agreement;
• Any violation by Bita Quantum AI of any law, rule, or regulation applicable to the provision of the Service or Technology.

This limitation of indemnification includes, but is not limited to, claims for legal fees, costs, or damages arising from such breaches or violations.

15.3.3 Infringement Claims

In addition, if the Service or Technology becomes the subject of a claim of infringement of a copyright or patent under the laws of Canada or the United States, Bita Quantum AI will indemnify you, if under a Paying Plan, against such claims provided that you promptly notify Bita Quantum AI in writing of the claim, allow Bita Quantum AI to control the defense and settlement of the claim, and cooperate with Bita Quantum AI as necessary, at Bita Quantum AI’s expense, for the defense and settlement of the claim. If the Service or Technology becomes, or in Bita Quantum AI’s opinion is likely to become, the subject of such a claim, Bita Quantum AI may, at its option and expense, either: (a) procure for you the right to continue using the Service or Technology; (b) replace or modify the Service or Technology to make it non-infringing; or (c) terminate your rights to use the Service or Technology and provide a refund of any fees paid for such Service or Technology, prorated for the period during which you had access to and use of it, provided that Bita Quantum AI has sufficient resources to do so.

15.3.4 Exclusions from Indemnification

Bita Quantum AI shall have no liability for any infringement claim to the extent it arises from:

• Modification of the Service or Technology not performed by Bita Quantum AI;
• Your failure to use any updated version of the Service or Technology provided by Bita Quantum AI;
• Combination or use of the Service or Technology with any other software, program, or device not provided by Bita Quantum AI, if such infringement would not have arisen but for such use or combination;
• Compliance by Bita Quantum AI with designs, plans, or specifications provided by you;
• Your operation of the Service or Technology in a manner inconsistent with its intended use.

15.4 Disclaimer of Warranties

Except as expressly provided in this Agreement, the Service, Technology, support, and all other items provided in connection therewith are provided on an “as is” basis without warranties of any kind, either express or implied. Bita Quantum AI disclaims all warranties, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising from course of performance, course of dealing, or usage of trade.

15.5 Dispute Resolution

Arbitration: Any disputes arising out of or relating to these Terms of Service or the use of the Service shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) or the Canadian Arbitration Association (CAA), as applicable, in accordance with their respective Commercial Arbitration Rules. The arbitration shall take place in Ottawa or Toronto, Ontario, Canada, depending on the jurisdiction applicable to the user, and the arbitrator’s decision shall be final and binding. The parties agree to equally share the costs of arbitration incurred.

Waiver of Class Action: You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Enforcement: The foregoing arbitration and class action waiver provisions are intended to streamline dispute resolution and control costs for both parties. By agreeing to these Terms of Service, you waive any right to participate in a class action lawsuit or class-wide arbitration.

Legal Governing Law: This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles.

16. Miscellaneous

16.1. Non-Assignability

Bita Quantum AI Inc may assign or delegate these Terms of Service and/or the Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section 12.2. You may not delegate, assign, or transfer this Agreement or any of its rights and obligations under this Agreement, and any attempt to do so will be void.

16.2. Governing Law

This Agreement between you and Bita Quantum AI, and any access to or use of the Website or the Service, is governed by the federal laws of Canada and the laws of the United States of America, without regard to conflict of law provisions. You and Bita Quantum AI agree to submit to the exclusive jurisdiction and venue of the federal courts located in Ottawa or Toronto, Ontario, Canada.

16.3. Federal Use

The Service is provided to the Canadian Government and the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Service. If you or any Authorized User is using the Service on behalf of the Canadian Government or the U.S. Government and these terms fail to meet governmental needs or are inconsistent in any respect with federal law, you and your Authorized Users must immediately discontinue use of the Service. The terms listed above are defined in the Federal Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation Supplement (DFARS).

16.4. Import-Export Controls

In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control (OFAC). For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service, including the transfer and processing of Customer Data.

16.5. Obligations of Parties

The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement will constitute one party as an employee, agent, joint venture partner, or servant of another. Bita Quantum AI will have no liability to you, Authorized Users, or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances, terrorism, or interruptions in power, communications, satellites, the Internet, or any other network that are beyond its reasonable control.

16.6. Communications

Bita Quantum AI may send you, in electronic form, information about the Service, additional information, and any information the law requires Bita Quantum AI to provide. You acknowledge and agree that Bita Quantum AI may provide notices to you by email at the address you specified in its Subscription or by access to a website that Bita Quantum AI identifies. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receiving notices electronically, you and your Authorized Users must stop using the Service. (Please note that these provisions relate to the business relationship and are distinct from marketing and similar emails covered by the “Opt-Out” provisions of the Privacy Policy.) You may provide legal notices to Bita Quantum AI by email to info@bitaquantumai.com. You must specify in all such notices that the notice is being given under this Agreement.

16.7. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remainder of the Agreement will remain in full force and effect. Any failure on the part of Bita Quantum AI to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

16.8. Complete Agreement

These Terms of Service, together with the Privacy Policy, represent the complete and exclusive statement of the Agreement between you and Bita Quantum AI. This Agreement supersedes any proposal or prior agreements, oral or written, and any other communications between you and Bita Quantum AI relating to the subject matter of these terms.

If any information posted on the Website conflicts with any provision of this Agreement, the applicable provision of this Agreement will control. Any terms and conditions of any other arrangement issued by you in connection with this Agreement, which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement, will be of no force or effect. Any affiliate of yours will be deemed a third party for purposes of this Agreement. This Agreement can only be modified by a written arrangement duly executed by authorized representatives of the parties.

16.9. Geographic Restrictions

You agree that the Service provided by Bita Quantum AI Inc is intended for use exclusively within the geographic boundaries of either Canada or the United States, as applicable. You must ensure that the Service is not accessed or used outside of these designated countries. If you or any Authorized User accesses or uses the Service from any location outside of Canada or the United States, you do so at your own risk and are responsible for compliance with local laws.

Violation of these Geographic Restrictions may result in immediate suspension or termination of your access to the Service, at Bita Quantum AI Inc’s discretion. Bita Quantum AI Inc reserves the right to take legal action to enforce compliance with these Geographic Restrictions, including seeking injunctive relief or monetary damages through court proceedings.

17. Modification of Terms

Notification of Changes: We reserve the right to modify these Terms of Service at any time. In the event of a material change, we will provide you with notice through a prominent notice on our website or via email at least thirty (30) days before the changes take effect. It is your responsibility to review these Terms periodically for any modifications. Your continued use of the Service after the effective date of the changes constitutes your acceptance of the modified Terms of Service.

Right to Decline Changes: If you do not agree to any material changes to these Terms, you may terminate your account and discontinue using the Service without penalty before the changes come into effect.

Effectiveness of Changes: Modifications to these Terms shall be effective as of the date specified in the notice. We may also modify other aspects of the Service, including its features, functionalities, and pricing, upon reasonable notice.

No Retroactive Application: Changes will not apply retroactively and will only govern disputes arising after the effective date of the modification.

Non-Transferability: You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

Entire Agreement: These Terms of Service, including any modifications and amendments, constitute the entire agreement between you and us regarding the use of the Service, superseding any prior agreements, understandings, or representations relating to the subject matter herein.

18. Termination by User

Termination Process: You may terminate your account at any time by providing written notice to us via email at support@bitaquantumai.com. Upon termination, your right to use the Service will cease immediately.

Retention of Information: We may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. This includes any data required for accounting, auditing, or compliance purposes.

No Refund Policy: If you terminate your account, you will not be entitled to any refund of prepaid fees or unused credits, unless otherwise specified in a separate agreement.

Effect of Termination: Upon termination, your access to your account and any data stored within it will be suspended. You are responsible for exporting any data you wish to retain before termination takes effect.

Survival of Provisions: Sections related to intellectual property rights, indemnification, limitations of liability, and dispute resolution shall survive termination of these Terms of Service.

Amendment of Terms: We reserve the right to modify these termination provisions as outlined in Section 17 (Modification of Terms). Your continued use of the Service following any such modification constitutes acceptance of the updated terms.

19. User Obligations and Responsibilities

Accurate Information: As a user of the Service, you agree to provide accurate and complete information during the registration process and to keep your account information updated.

Confidentiality of Account Credentials: You are responsible for maintaining the confidentiality of your account credentials. You must notify us immediately of any unauthorized use of your account or any breach of security.

Compliance with Laws: You agree to use the Service in compliance with all applicable laws, regulations, and third-party agreements.

Prohibited Activities: You agree not to engage in any activity that interferes with or disrupts the Service or infringes upon the rights of others. Prohibited activities include but are not limited to:

• Attempting to gain unauthorized access to the Service or its related systems or networks.
• Introducing any viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material.
• Engaging in any form of unauthorized data mining or harvesting.
• Violating any intellectual property rights, including copyright, trademarks, or patents.
• Using the Service for any unlawful or prohibited purpose.

Suspension or Termination: We reserve the right to suspend or terminate your access to the Service if you violate any of these obligations or engage in prohibited activities. Such actions may be taken without prior notice and without liability.

Amendment of Terms: We may modify these obligations and responsibilities as outlined in Section 17 (Modification of Terms). Your continued use of the Service following any such modification constitutes acceptance of the updated terms.

20. Force Majeure

Definition and Scope: We will not be held liable for any failure or delay in fulfilling our obligations under these Terms of Service due to circumstances beyond our reasonable control. Such circumstances may include, but are not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Notification and Resumption of Services: In the event of a force majeure event, we will make reasonable efforts to promptly notify you of the situation and its impact on our ability to perform. We will also endeavor to resume our obligations under these Terms as soon as practicable once the force majeure event ceases or its effects are mitigated.

Mitigation of Impact: Despite the occurrence of a force majeure event, we remain committed to minimizing disruption to our services and fulfilling our obligations to the extent reasonably possible under the circumstances.

No Liability: Our liability is expressly excluded for any failure or delay arising from a force majeure event as defined herein.

Continued Communication: We will maintain open communication with you throughout the force majeure event, providing updates on our efforts to restore normal operations.

Amendment Clause: These provisions are subject to modification as outlined in Section 17 (Modification of Terms), and your continued use of our services following any changes constitutes acceptance of the updated terms.

Acknowledgment of Copyright Ownership

The software (hereinafter referred to as the “Software”) provided by Bita Quantum AI Inc (hereinafter referred to as “Licensee”) includes intellectual property that is protected by copyright law. The Bita Quantum AI is owned by the copyright holder (hereinafter referred to as the “Licensor”), who retains all rights not expressly granted to Licensee under this agreement.

Licensee acknowledges and agrees that Licensor is the sole and exclusive owner of all rights, title, and interest in and to the Bita Quantum AI, including all intellectual property rights therein, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof. Licensee further acknowledges that this agreement does not convey any ownership rights in the Bita Quantum AI to Licensee, but rather grants a limited license to use the Bita Quantum AI under the terms and conditions specified herein.

Licensee agrees not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Bita Quantum AI, except as expressly permitted under this agreement or by applicable law. Licensee further agrees not to remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or legend that appears on or in the Bita Quantum AI or its documentation.

Licensee acknowledges that any breach of this acknowledgment or unauthorized use of the Bita Quantum AI may result in irreparable harm to Licensor, for which monetary damages would be inadequate, and therefore Licensor shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.