Terms and Conditions

1. Eligibility and Account Registration

The Services are intended forbusiness use only. You must be at least 18 years old and have the legalauthority to enter into a binding agreement to use the Services.

To access certain features, youmust register an account. You agree to:

•      Provide accurate, current, and complete informationduring registration

•      Maintain and promptly update your account information

•      Maintain the security and confidentiality of youraccount credentials

•      Notify us immediately of any unauthorized access orsecurity breach

•      Accept responsibility for all activities that occurunder your account

Innova-Q reserves the right tosuspend or terminate accounts that contain false, inaccurate, or fraudulentinformation.

2. Subscription Plans, Free Trials, and Fees

a) Subscription Tiers

Innova-Q offers Basic andEnterprise subscription tiers for the In-Q Knowledge Center, as well asseparate plans for QPF. Specific features, limitations, and pricing for eachplan are described on the Website or in your applicable order form.

b) Free Trials

We may offer free demos or trialaccess to certain Services. Free trials are provided "as is" withoutany warranties. We reserve the right to modify, suspend, or terminate freetrial access at any time without notice. At the end of a free trial, continuedaccess requires a paid subscription.

c) Fees and Payment

Subscription fees are billed inadvance on a recurring basis (monthly or annual, as selected). All fees arequoted in U.S. dollars unless otherwise stated and are non-refundable except asrequired by law or expressly stated in these Terms or your order form.

You authorize Innova-Q (or ourthird-party payment processor) to charge the payment method on file for allapplicable fees. If a payment fails, we may suspend or terminate your accessuntil payment is received.

d) Renewals

Subscriptions automaticallyrenew at the end of each billing cycle unless cancelled before the renewaldate. To cancel, follow the cancellation process in your account or contactSupport@innovaqual.com.

e) Price Changes

We may change subscription feesat any time. Changes will not take effect until the start of your next billingcycle, and we will provide reasonable advance notice of any price increase.

f) Taxes

All fees are exclusive of taxes.You are responsible for any applicable sales, use, value-added, or similartaxes, except for taxes based on Innova-Q's net income.

3. License Grant and Acceptable Use

a) License

Subject to your compliance withthese Terms and payment of applicable fees, Innova-Q grants you a limited,non-exclusive, non-transferable, non-sublicensable license to access and usethe Services solely for your internal business purposes during the subscriptionterm.

b) Restrictions

You agree not to, and not topermit any third party to:

•      Copy, modify, distribute, sell, lease, or sublicenseany part of the Services

•      Reverse engineer, decompile, or attempt to derivesource code from the Services

•      Use the Services to develop a competing product orservice

•      Use the Services to train any artificial intelligenceor machine learning model that competes with Innova-Q

•      Access the Services through automated means (e.g.,bots, scrapers) except as expressly authorized

•      Attempt to gain unauthorized access to the Services orany related systems

•      Interfere with or disrupt the integrity or performanceof the Services

•      Upload or transmit any viruses, malware, or harmfulcode

•      Use the Services in violation of any applicable law orregulation

•      Remove or obscure any proprietary notices, branding, orlabels

•      Share account credentials with unauthorized users

4. Customer Data and Inputs

"Customer Data" meansany data, content, documents, information, or materials that you or yourauthorized users upload to, transmit through, or generate within the Services.

You retain all rights, title,and interest in and to your Customer Data. You grant Innova-Q a worldwide,non-exclusive, royalty-free license to host, copy, transmit, display, andprocess Customer Data solely as necessary to provide and improve the Servicesin accordance with these Terms and our Privacy Policy.

You represent and warrant thatyou have all necessary rights, consents, and permissions to upload CustomerData to the Services and that your Customer Data does not infringe anythird-party rights or violate any applicable law.

[CONFIRM WITH ENGINEERING/LEGAL:actual practices regarding model training, data retention, and use of customerinputs for product improvement.]

5. Intellectual Property

The Services, including allsoftware, algorithms, models, content, designs, logos, trademarks, anddocumentation, are owned by Innova-Q or its licensors and are protected byintellectual property laws. Except for the limited license granted in theseTerms, you receive no rights in or to the Services.

Innova-Q welcomes feedback andsuggestions. If you provide feedback, you grant Innova-Q a perpetual,irrevocable, royalty-free license to use such feedback for any purpose withoutobligation to you.

6. AI Outputs and Regulatory Disclaimer

The Services use artificialintelligence and machine learning to generate outputs, including regulatoryguidance, document comparisons, drafting assistance, and predictive insights("AI Outputs"). You acknowledge and agree that:

•      AI Outputs are generated automatically and may containinaccuracies, errors, or omissions

•      AI Outputs are provided for informational purposes onlyand do not constitute legal, regulatory, medical, scientific, or professionaladvice

•      You are solely responsible for verifying AI Outputs andfor any decisions made based on them

•      Innova-Q is not a substitute for qualified regulatory,legal, or compliance professionals

•      Compliance with FDA, USDA, or any other regulatoryrequirements remains your sole responsibility

•      Innova-Q does not guarantee that use of the Serviceswill result in regulatory approval, compliance certification, or any specificoutcome

You agree to independentlyverify any AI Output before relying on it for any business, regulatory,compliance, or commercial decision.

7. Third-Party Services and Content

The Services may integrate withor contain links to third-party products, websites, or services("Third-Party Services"). Innova-Q is not responsible for, and doesnot endorse, any Third-Party Services. Your use of Third-Party Services isgoverned by the applicable third-party terms, and Innova-Q has no liability forany Third-Party Services.

8. Confidentiality

Each party may have access toinformation of the other party that is confidential or proprietary("Confidential Information"). Each party agrees to:

•      Use Confidential Information only as necessary toperform under these Terms

•      Protect Confidential Information using reasonable care

•      Not disclose Confidential Information to third partieswithout consent, except to employees, contractors, or advisors bound by similarconfidentiality obligations

Confidential Information doesnot include information that is publicly available, independently developed,lawfully received from a third party without restriction, or required to bedisclosed by law (with prompt notice to the disclosing party where permitted).

9. Term and Termination

These Terms remain in effect foras long as you use the Services or maintain an account.

You may terminate yoursubscription at any time by following the cancellation process in your account.Termination will take effect at the end of the current billing cycle.

Innova-Q may suspend orterminate your access to the Services immediately, without notice, if:

•      You materially breach these Terms

•      Your account becomes delinquent on payment

•      Your use of the Services creates a security, legal, oroperational risk to Innova-Q or other users

•      Required by law or regulatory authority

Upon termination, your right toaccess the Services ceases. You will have a limited period (as specified byInnova-Q) to export your Customer Data, after which Innova-Q may delete suchdata in accordance with our data retention practices. Sections that by theirnature should survive termination (including IP, disclaimers, limitations ofliability, indemnification, and dispute resolution) will survive.

10. Disclaimer of Warranties

The Services are provided"as is" and "as available" without warranties of any kind,whether express, implied, or statutory. To the maximum extent permitted by law,Innova-Q disclaims all warranties, including warranties of merchantability,fitness for a particular purpose, non-infringement, accuracy, and anywarranties arising from course of dealing or usage of trade.

Innova-Q does not warrant thatthe Services will be uninterrupted, error-free, secure, or that AI Outputs willbe accurate, complete, or suitable for any particular purpose. No advice orinformation obtained from Innova-Q or through the Services creates any warrantynot expressly stated in these Terms.

11. Limitation of Liability

To the maximum extent permittedby law, in no event will Innova-Q, its affiliates, officers, directors,employees, or agents be liable for any indirect, incidental, special,consequential, exemplary, or punitive damages, including loss of profits,revenue, data, goodwill, or business interruption, arising out of or relatingto these Terms or your use of the Services, even if advised of the possibilityof such damages.

Innova-Q's total cumulativeliability arising out of or relating to these Terms or the Services, from allcauses of action and all theories of liability, will not exceed the fees paidby you to Innova-Q in the twelve (12) months preceding the event giving rise tothe claim, or one hundred U.S. dollars ($100), whichever is greater.

These limitations applyregardless of the legal theory and even if a remedy fails of its essentialpurpose. Some jurisdictions do not allow certain limitations, so portions ofthis section may not apply to you.

12. Indemnification

You agree to indemnify, defend,and hold harmless Innova-Q, its affiliates, officers, directors, employees, andagents from and against any claims, damages, losses, liabilities, costs, andexpenses (including reasonable attorneys' fees) arising out of or related to:

•      Your Customer Data or content you submit through theServices

•      Your violation of these Terms

•      Your violation of any applicable law or third-partyright

•      Your reliance on or use of any AI Output forregulatory, compliance, or business decisions

•      Your negligence or willful misconduct

13. Governing Law and Dispute Resolution

These Terms are governed by thelaws of the State of Texas, United States, without regard to its conflict oflaw principles.

Any dispute arising out of orrelating to these Terms or the Services will be resolved as follows:

•      The parties will first attempt to resolve the disputeinformally through good-faith negotiation

•      If unresolved within 30 days, the dispute will besubmitted to binding arbitration administered by the American ArbitrationAssociation under its Commercial Arbitration Rules

•      Arbitration will take place in [INSERT CITY], Texas andbe conducted in English

•      The arbitrator's decision will be final and binding,and judgment may be entered in any court of competent jurisdiction

Notwithstanding the foregoing,either party may seek injunctive or equitable relief in a court of competentjurisdiction to protect intellectual property rights or confidentialinformation.

Class Action Waiver:

To the maximum extent permittedby law, you agree that disputes will be resolved on an individual basis and notas part of any class, consolidated, or representative action.

14. Changes to These Terms

Innova-Q may modify these Termsat any time. The "Last Updated" date will reflect the most recentversion. We will notify you of material changes through the Website or byemail. Your continued use of the Services after changes take effect constitutesacceptance of the revised Terms. If you do not agree to the changes, you muststop using the Services.

15. General Provisions

Entire Agreement:

These Terms, along with thePrivacy Policy and any applicable order form or enterprise agreement,constitute the entire agreement between you and Innova-Q regarding the Servicesand supersede all prior agreements.

Severability:

If any provision of these Termsis found to be unenforceable, the remaining provisions will remain in fullforce and effect.

Waiver:

Failure to enforce any right orprovision of these Terms is not a waiver of that right or provision.

Assignment:

You may not assign these Termswithout Innova-Q's prior written consent. Innova-Q may assign these Terms inconnection with a merger, acquisition, or sale of assets.

Force Majeure:

Innova-Q is not liable for anydelay or failure to perform caused by events beyond its reasonable control,including natural disasters, war, terrorism, labor disputes, internet outages,or governmental action.

Notices:

Notices to Innova-Q must be sentto Support@innovaqual.com. Notices to you may be sent to the email associatedwith your account.

Export Compliance:

You agree to comply with allapplicable U.S. and international export laws and regulations in connectionwith your use of the Services.

Relationship of the Parties:

These Terms do not create anyagency, partnership, joint venture, or employment relationship between you and Innova-Q.