Terms of Service & End User License Agreement

Last updated: August 29, 2026

These Terms of Service and End User License Agreement (the “Terms”) are a binding agreement between Qubere, Inc. (“Qubere,” “we,” or “us”) and the entity or person that accesses or uses the Qubere platform, websites, applications, and APIs (collectively, the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms. If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization.

Draft for review. This document is a working draft prepared to support third-party application review (including the Intuit Developer portal). A negotiated master services agreement or order form, where one exists, controls over these Terms. This document should be reviewed and approved by qualified legal counsel before it is relied upon.

1. Definitions

  • “Customer Data” means data and content that you or your users submit to the Services or that the Services collect from systems you connect.
  • “Third-Party Services” means products or services not provided by Qubere that you choose to integrate with the Services, including QuickBooks Online and other accounting, ERP, and logistics systems.

2. License grant

Subject to these Terms and payment of applicable fees, Qubere grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the subscription term solely for your internal business purposes.

3. Accounts and security

You must provide accurate registration information and keep it current. You are responsible for all activity under your accounts and for maintaining the confidentiality of credentials. Notify us promptly of any unauthorized use at security@qubere.ai.

4. Acceptable use

You will not, and will not permit any user or third party to:

  • use the Services in violation of applicable law or these Terms;
  • reverse engineer, decompile, or attempt to derive source code or underlying models, except as permitted by law;
  • resell, sublicense, or provide the Services to third parties except as expressly permitted;
  • probe, scan, or test the vulnerability of the Services, or circumvent security or authentication;
  • introduce malware, or use the Services to store or transmit infringing, defamatory, or unlawful material;
  • use the Services to build a competing product, or to benchmark without our prior written consent;
  • exceed rate limits or use automated means to access the Services other than through documented APIs.

5. Customer Data

As between the parties, you own all right, title, and interest in Customer Data. You grant Qubere a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, and improve the Services and as otherwise permitted in our Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data and for having the necessary rights to provide it to us.

6. Third-Party Services and QuickBooks Online

The Services can interoperate with Third-Party Services. Your use of any Third-Party Service is governed by that provider’s terms and privacy policy, not these Terms. Specifically, use of the QuickBooks Online integration is subject to the Intuit Terms of Service and Intuit’s privacy statements.

  • You authorize Qubere to access and exchange data with a Third-Party Service on your behalf when you connect it, and to store the credentials or tokens needed to do so.
  • Qubere is not responsible for the availability, accuracy, or acts or omissions of any Third-Party Service, or for changes a provider makes to its APIs.
  • You may disconnect an integration at any time; disconnection may reduce or disable related functionality.

7. Not legal, customs, or financial advice

The Services provide software tools to help you organize trade, compliance, logistics, and billing information. The Services do not constitute legal advice, customs brokerage services, tax advice, or accounting advice, and Qubere is not acting as your licensed customs broker, attorney, or accountant unless expressly agreed in a separate written agreement. You are solely responsible for the accuracy and completeness of any customs declaration, entry, filing, invoice, or financial record you submit to any government authority or third party, and for retaining qualified professionals as appropriate. Outputs generated with automated or AI-assisted features may contain errors and must be reviewed by a qualified person before use.

8. Fees

Fees, billing frequency, and payment terms are set out in the applicable order form or subscription plan. Unless stated otherwise, fees are non-refundable, due within [30] days of invoice, and exclusive of taxes.

9. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care and use it only to perform under these Terms. This section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.

10. Intellectual property

Qubere and its licensors retain all right, title, and interest in the Services, including all software, models, and documentation, and all improvements to them. Feedback you provide may be used by Qubere without restriction or obligation.

11. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. QUBERE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA FROM THIRD-PARTY SERVICES WILL BE ACCURATE OR COMPLETE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO QUBERE FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

13. Indemnification

You will defend and indemnify Qubere against third-party claims arising from Customer Data, your use of the Services in violation of these Terms, or your violation of applicable law or third-party rights, except to the extent caused by Qubere.

14. Term and termination

These Terms apply while you have an account or use the Services. Either party may terminate for material breach not cured within [30] days of notice. We may suspend access immediately for security risks, non-payment, or violations of Section 4. On termination, your right to use the Services ends; you may export Customer Data during a [30]-day window, after which we may delete it.

15. Changes

We may modify the Services or these Terms. If we make material changes to these Terms, we will provide notice through the Services or by email. Changes take effect on the stated effective date; continued use after that date constitutes acceptance.

16. Governing law and disputes

These Terms are governed by the laws of the State of [Delaware], excluding its conflict-of- laws rules. The state and federal courts located in [Delaware] have exclusive jurisdiction, and each party consents to venue there, except that either party may seek injunctive relief in any court of competent jurisdiction.

17. General

These Terms, together with any order form and the Privacy Policy, are the entire agreement on this subject. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver.

18. Contact

Qubere, Inc. — legal@qubere.ai — [registered address].