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Qount
API License Agreement

Last updated:  April 1, 2025

This API License Agreement (this “Agreement”) is a binding agreement between you and QountHQ, Inc. (“we”, “us”, or “Qount”), and governs your use of our APIs. In this Agreement, you are referred to as “you” or “Licensee”. If you are entering into this Agreement on behalf of a company, organization, or another legal entity, then “you” or “Licensee” will refer to that entity, and you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement or use the APIs. We may modify this Agreement from time to time, subject to Section 5(b), below.

We are excited that you have chosen to integrate our API into your applications. Our API is designed to allow our development partners to build great integrations by connecting to and communicating with the Qount Solutions.

By clicking on “I agree” (or a similar button) or by using or accessing and integrating the APIs into your Application, you agree to be bound by this Agreement.

  1. Definitions.

      1. “API” means the application programming interfaces, development partner tools, their related features, and any accompanying or related documentation, source code, executable applications, or other materials we make to our development partners for purposes of API Integration.

      2. “API Integration” means internal development by Licensee conducted to bridge communication and interoperability between Applications and the Qount Solutions through the use of the API.

      3. “API Key” means a unique digital security key code that we make available to a particular licensee that allows that Licensee to access the Qount Solutions via the API.

      4. “Application” means any software service or application you develop that utilizes or interacts with the API or the Qount Solutions.

      5. “Credentials” means the unique username, password, login information, or other unique identifiers or combination of unique identifiers that you (or any individual authorized to use the API or Qount Solutions as your agent and/or administrator) may use to access the API or the Qount Solutions, which may or may not include the API Key.

      6. “End User” means an individual or entity that has affirmatively agreed to the terms of use of a particular software or service.

      7. “Qount Solutions” means each of the technologies and/or application software we make available as listed, described, and updated from time to time at qount.io or any other website we own or operate.

      8. “Marks” means an applicable party’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API under this Agreement, including but not limited to the names of products and their associated logos.

      9. “Service Data” means any information or data, including personal information, which is stored in or transmitted via the Qount Solutions, by, or on behalf of, our development partners and their End Users.

  2. License.

      1. License Grant. Subject to the terms and conditions stated in this Agreement:

        1. We hereby grant to you a limited, revocable, nonexclusive, non-transferable, non-sublicensable license during this Agreement to: (1) use and make calls to the to develop, implement, and distribute Applications for use by End Users in connection with Qount Solutions; (2) use, reproduce, distribute, and transmit Service Data to the extent necessary to format and display it through the Applications; and, (3) use and display our Marks solely to identify that the Service Data originates from the Qount Solutions.

        2. You hereby grant to us a non-exclusive, worldwide, fully paid-up, royalty-free license, for as long as Your Applications utilize the API to use and display Licensee’s Marks to enable us to exercise its rights and perform our obligations under this Agreement and to disclose that you are providing Applications using the APIs, and for the promotion of the availability of the APIs.

      2. Reservation of Rights. We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the API. You acknowledge that your right to use, display, and demonstrate the Qount Solutions is non-exclusive, and that we may sell and distribute any of its services to any customers anywhere in the world, and to appoint any third party to do so, without giving you any notice and without incurring any liability to you. We may develop and extend its products and capabilities without regard to whether those products compete with or invalidate any Licensee Application.

  3. Licensee Responsibilities.

      1. Usage. You are responsible and liable for all uses of the API resulting from access provided to it, directly or indirectly, and whether such access or use is permitted by or in violation of this Agreement. You must take reasonable, concerted efforts to (i) make all of your End Users aware of this Agreement’s provisions as applicable to such End Users’ use of the API, and (ii) ensure that End Users comply with such provisions.

      2. API Key and Login Information. You must (i) obtain an API Key from us to use and access the API; (ii) take all reasonable measures to keep the API Key and all Credentials secure; (iii) use the API Key as your sole means of accessing the API; and, (iv) not share the API Key with any third party. We may revoke your API Key at any time if we believe in our sole discretion that (x) your API Key and/or login information may be compromised or exposed or (y) your use of the API may compromise the security of any Qount Solutions, systems, networks, data, customer data, or technology.

      3. Safeguard API. You will (i) use all reasonable efforts to safeguard the API and our Marks (including all copies of it) from infringement, misappropriation, theft, misuse, or unauthorized access; (ii) promptly notify us if you become aware of any infringement of any intellectual property rights in the API or our Marks; and, (iii) fully cooperate with us in any legal action we take to enforce our intellectual property rights. All use by you of our Marks, if any, must comply with any usage guidelines that we may specify from time to time. You agree that your use of our Marks in connection with this Agreement will not create any right, title, or interest in or to our Marks in your favor and that your use of our Marks (including, but not limited to, goodwill) will inure to our benefit.

      4. Compliance. In all uses of the API, our Marks, and Service Data including, but not limited to the designing and implementing of Applications, you must (i) comply with all restrictions stated in this Agreement and any guidelines, standards, policies, and requirements that we may post from time to time, including, but not limited to, our Privacy Policy (available at https://www.qount.io/company/privacy-policy, which may be updated from time to time and is effective on the date posted, and which is incorporated herein by reference); (ii) comply with all restrictions that we may share from time to time with respect to uses of our Marks; (iii) comply with all applicable laws, rules, and regulations; and (iv) monitor the use of Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. Without limiting the foregoing, you must not violate any explicit rate limitations on calls to the API. If we believe, in our sole, but reasonable judgment, that you have violated or attempted to violate any term, condition, or the spirit of this Agreement, the license granted to you under this Agreement may be suspended or revoked, with or without notice to you.

      5. Privacy Notice and Consents. You are solely responsible for posting any privacy notices and obtaining any consents from your End Users required under applicable laws, rules, and regulations for their use of the Applications.

      6. Applications. You acknowledges that you are solely responsible for: (i) all technical installation, content, development, operation, support, and maintenance of Applications; (ii) creating and displaying information and content on, through, or within its Applications; (iii) ensuring your Applications (A) do not violate or infringe the intellectual property rights of any third party; (B) are not offensive, profane, obscene, libelous, or otherwise illegal; (C) do not contain malicious software or code or introduce malicious software or code into the API, the Qount Solutions, or Service Data or any other data stored or transmitted using the API, the Qount Solutions, or Service Data; and (D) are not designed to or utilized to spam any of our End Users. You agree to indemnify and hold us harmless for all liability with respect to any claim based on your breach of this Section 3(f).

      7. Security and Data Privacy. You represent and warrant to us that your networks, operating system and software (collectively, “Licensee Systems”) are properly configured to securely operate the Applications. You must promptly report to us any security incidents impacting Licensee Systems that may also impact or compromise the APIs, Qount Solutions, or Service Data. In the event of any security deficiency or incident, you agree to work with us to correct any security deficiency or incident, promptly, at your own expense.

  4. Use Restrictions. The license granted in Section 2(a) of this Agreement is explicitly conditioned on your adherence to the following restrictions and compliance with its responsibilities as set forth herein. You shall not use the API or any of our Marks for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly stated in this Agreement, you shall not, shall not attempt to, and shall not permit others to or attempt to, under any circumstances, at any time:

      1. substantially replicate products, make derivative works, or services offered by us (in whole or in part), including, without limitation, software clients or functions on platforms on which we offer our own software client or function; provided, however, subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications;

      2. through the API Integration or the use of the API with Applications, utilize or access the API or any Qount Solution in order to monitor the availability, performance, or functionality of any of the API or a Qount Solution or for any similar benchmarking purposes;

      3. repackage, resell, rent, lease, lend, sublicense, assign, distribute, publish, transfer, or otherwise make available any API, Service Data, or Qount Solution, or any part thereof or to use or assist a third party in utilizing the API or any Qount Solution in such a way to circumvent the requirement of Credentials for any individual who (i) leverages the Qount Solutions to interact with End Users; (ii) processes data related to interactions with End Users; or (iii) absent a license from us, otherwise processes data related to interactions originating from a third-party service that provides functionality similar to functionality provided by the Qount Solutions that would otherwise require Credentials if utilizing the Qount Solutions for such interaction, under this Agreement;

      4. use the API or any Service Data in any manner that (i) does or could potentially undermine the security of the API, Service Data, or Qount Solutions or any other data or information stored or transmitted using the API or Qount Solutions; (ii) interferes with, modifies, or disables any features, functionality, or security controls of the API or the Qount Solutions; (iii) defeats, avoids, bypasses, removes, deactivates, or otherwise circumvents any protection mechanisms for the API or the Qount Solutions; or, (iv) reverse engineers, decompiles, disassembles, adapts, or otherwise attempts to derive or gain access to any software component of the source code, underlying ideas, algorithms, structure, or organizational form of the API or the Qount Solutions (in whole or in part);

      5. make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the applicable Application(s);

      6. remove any proprietary notices from the API;

      7. use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; 

      8. combine or integrate the API or Qount Solutions with any software, technology, services, or materials not authorized by us under this Agreement; 

      9. design or permit the Applications to disable, override, or otherwise interfere with any Qount-implemented communications to End Users, consent screens, user settings, alerts, warning, or the like;

      10. use the API in any Application in order to replicate or attempt to replace the user experience of the Qount Solutions; or 

      11. attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the API.

  5. Support; Updates.

      1. Support. 

        1. API. We will provide complimentary support services solely with respect to API Integration. 

        2. Licensee Applications. Subject to Section 5(a)(iii), you are solely responsible for providing any support and technical assistance to End Users of your Applications. You acknowledge and agree that we have no obligation to provide support or technical assistance to any End Users of your Applications and you may not represent to any of your End Users that we are available or able to provide such support. 

        3. Overlapping Technical Issues. Notwithstanding anything else herein to the contrary, to the extent support issues arise that overlap between your Application(s) and the Qount Solutions or the API, you and we agree to work in good faith to resolve such issues in a prompt and professional manner using commercially reasonable efforts to resolve support issues as quickly as possible.

      2. Updates.

        1. We may at any time in is sole discretion: (1) modify this Agreement, our general API policies, and our Privacy Policy, or (2) modify, update, fix, bug fix, patch, or correct any error to the API or Qount Solutions in either the case of (1) or (2) that we generally make available free from charge to all of our development partners, from time to time (each, an “Update”).

        2. We shall (1) make all Updates available to you, at no additional charge, each of which are a part of the API and are subject to the terms and conditions of this Agreement, and (2) provide notification of updates through notifications or posts on our website (or any other website owned and operated by us), the Qount Solutions, or any form of direct communication from us to you.

        3. You acknowledge and agree that:

          1. Updates may be made available at any time and without any notice to you; 

          2. Updates may have an adverse effect on Applications, including but not limited to changing the manner in which Applications communicate with the API and display or transmit Service Data; 

          3. We make no warranty or representation that any Update will be error-free or will work with your then-current integration of the API into the Applications;

          4. We shall have no liability of any kind to you or any End User of your Applications with respect to such Updates or any adverse effects resulting from such Updates; and

          5. you must, within 30 days of the date of first notice of any Update (or a shorter period if so specified in the notice of the Update), install/implement and use only the most currently available version of the API and, if necessary, integrate or make changes to Applications as required as a result of an Update, at your sole cost and expense.

  6. No Fee. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants stated in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

  7. Term and Termination. You may terminate this Agreement at any time by ceasing to use and removing the API and Qount Solutions from its Applications and sending confirmatory notice to us. We may terminate this Agreement and/or disable your ability to utilize the APIs, in each case at any time with or without cause, and with or without notice. We shall have no liability to you or any third party because of such termination or action. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase all copies of the API and our Marks from all devices and systems that you directly or indirectly control.

      1. Goodwill of Common Customers. We have invested substantial time, effort, and expense in developing its goodwill and reputation for providing the Qount Solutions to its customers at competitive prices. We will continue to sell the Qount Solutions to our customers and potential customers, many of whom are or may become your customers or End Users of Licensee’s Application(s) (each a “Common Customer”). Therefore, you agree (a) not to take any action during the term of this Agreement which is intended to have, or which would have a reasonable likelihood of having, a material adverse effect on our relationship with Common Customers; or (b) disparage us, or our officers, directors, managers, affiliates, employees, members, shareholders, or agents, or any affiliates of such persons, in any manner likely to be harmful to them or their business, business reputation, or personal reputation, except that you must respond accurately and fully to any question, inquiry, or request for information when required to provide that information subject to a legal proceeding. 

  8. Confidentiality.

    1. Qount Confidential Information. All information disclosed by us that is marked as confidential or proprietary or that would reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes, but is not limited to, the APIs, any API keys, Credentials, and non-public aspects of the Qount Solutions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or, (iii) is received from a third party, in each case without breach of an obligation owed to us or anyone else. You shall (x) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, but no less than reasonable care), (y) not divulge it to any third party, and (z) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide us with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if we wish to contest the disclosure. In the event of actual or threatened breach of this Section 8(a), we have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate. The parties hereto covenant and agree that this Section 8 will survive the termination of this Agreement for a period of five (5) years, except for Confidential Information constituting a trade secret, with respect to which this Section 8 will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

    2. Independent Development; Information You Provide Not Confidential. You understand and agree that we develop our own products and services and work with many other vendors and development partners, and either we or these third parties could in the future develop (or already have developed) products similar to yours. You should not provide to us any information that you consider confidential and you agree that we are not subject to any confidentiality obligations or use restrictions related to information that you may provide to us in relation to this Agreement. You expressly agree that nothing in this Agreement limits our right to develop (or have developed for it) any products, concepts, systems, or techniques that are similar to or compete with any your Applications or any other products, concepts, systems, or techniques contemplated by or embodied in information you disclose to us. For avoidance of doubt, this Section 8(b), does not grant to us any license under your intellectual property rights. We expressly agree that nothing in this Agreement limits your right to develop (or have developed for you) any products, concepts, systems, or techniques that are similar to or compete with any Licensed Software (or Updates or upgrades thereto) or any other products, concepts, systems, or techniques contemplated by or embodied in information we disclose to you, provided that you will not use any Qount Confidential Information in such development.

  9. Collection and Use of Information. We may collect certain data and information regarding your use of the API, the Qount Solutions, or Service Data and including data about your API requests, Applications, and End User accounts that you access (collectively “Usage Data”). You consent to our use and exploitation of Usage Data for any purpose, including, but not limited to, (a) provide the APIs and Qount Solutions; (b) create, develop, test, train, correct, and inform software and algorithms, and product automation; (c) develop and train artificial intelligence (AI) and/or machine learning models, develop, provide, and personalize our current and future APIs and Qount Solutions provided to you and other clients, and gain insights with the help of AI, automated systems, and inferences, so that our APIs and Qount Solutions can be more relevant and useful to you and others; (d) develop, create, extract, compile, synthesize, analyze and commercialize statistics, analytics, metrics, reports, benchmarks, measures and other information; and, (e) improve or develop existing or new APIs and Qount Solutions, and, after expiration or termination as permitted herein.

  10. Intellectual Property Ownership; Feedback. You acknowledge and agree that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights in and to the API, the Qount Solutions, and our Marks and (b) you own all right, title, and interest, including all intellectual property rights in and to the Applications, excluding the rights named in Section 10(a). Except for the limited licenses expressly provided herein, nothing in this Agreement transfers or assigns to us any of your intellectual property rights in its Applications or your other technology, and nothing in this Agreement transfers or assigns to you any of our intellectual property rights in the API, the Qount Solutions, our Marks, or any of our other technology or the respective intellectual property rights in any Service Data or other data of ours or any of our End Users.

  11. Feedback. If you or any of your employees, contractors, or agents voluntarily posts, submits, or otherwise communicates or transmits any communications or materials to us, or that we learn from observing your Applications or uses of the API, regarding us, the API, the Qount Solutions, or our Marks, including but not limited to new features or functionality relating thereto, or any questions, comments, suggestions, ideas, original or creative materials, or other information (“Feedback”), all such Feedback is and will be treated as non-confidential. You agree to and do hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, including, without limitation, to develop, copy, publish, or improve the API or the Qount Solutions in our sole discretion.

  12. Indemnification. You agree to indemnify, defend, and hold harmless us and our service providers, business partners, third-party suppliers and providers, officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fee and costs, arising from or relating to (a) your Applications, (b) your relationships or interactions with any End Users or third-party distributors of your Applications, (c) your use or misuse of the API, Qount Solutions, or our Marks, (d) your breach of this Agreement, or (e) the infringement or misappropriation of any intellectual property right of ours or any third party. In the event we seek indemnification or defense from you under this Section 12, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

  13. Warranties; Disclaimers; Limitation of Liability.

        1. Warranties. We represent and warrant that (i) we have sufficient title to the API to grant the rights granted to you in this Agreement and (ii) we have used reasonable efforts to ensure that the API does not and shall not contain malicious software or code and will not introduce malicious software or code into your (or your providers’ or customers’) software, servers, or systems.

        2. Disclaimer of Warranties.

          1. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE API AND THE QOUNT SOLUTIONS ARE PROVIDED ON AN “AS IS/AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, WHETHER IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PARTNER ASSUMES ALL RISK FOR USE OF THE APIS OR THE QOUNT SOLUTIONS AND ANY RELIANCE BY PARTNER UPON THE APIS OR THE QOUNT SOLUTIONS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE.

          2. WE HAVE NOT AND DO NOT WARRANT THAT THE API AND THE QOUNT SOLUTIONS, OR ANY PRODUCTS, OR RESULTS OF THE USE OF EITHER THE API AND THE QOUNT SOLUTIONS, WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE FROM HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY STATED IN THIS AGREEMENT. WE MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE.

        3. Disclaimer of Consequential Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD-PARTY SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION 13 AS “QOUNT GROUP”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR BE LIABLE FOR ANY INDIRECT, SPECIAL, ENHANCED, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR THE QOUNT SOLUTIONS;, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WE WER3E ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY.

        4. Limitation of Liability.

          1. WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD-PARTY SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE APIS OR THE QOUNT SOLUTIONS SHALL BE FOR YOU TO CEASE THE USE OF THE APIS OR QOUNT SOLUTIONS AND REMOVE THE API AND QOUNT SOLUTIONS FROM YOUR APPLICATIONS.

          2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY REASON AND BASED ON ANY CAUSE OF ACTION, IS LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE LIMITATION OF LIABILITY IN THIS SECTION 13(d) SHALL NOT APPLY TO EITHER PARTY’S DAMAGES RESULTING FROM THE OTHER PARTY’S INTENTIONAL OR WILLFUL MISCONDUCT OR DAMAGES ARISING OUT OF PERSONAL INJURY OR DEATH.

        5. PARTNER AGREES THAT WE HAVE MADE THE APIS AVAILABLE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THEY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

14. Dispute Resolution

      1. The laws of the State of Texas shall govern this Agreement without regard to its conflicts of laws provisions. Any legal suit, action, or proceeding, as permitted herein, arising out of or related to this Agreement shall be instituted exclusively in the state courts of Collin County, Texas or the United States District Court for the Texas Eastern District. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

      2. Any dispute or claim relating in any way to this Agreement will be resolved by mandatory binding arbitration (except as expressly permitted in this Agreement), rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Texas law to all other matters. 

      3. The parties will attempt in good faith to resolve any dispute. Each party will designate an officer or senior level management executive with decision making authority (collectively, an “Executive”) with the responsibility and the authority to resolve the dispute. These Executives will meet or hold a telephone conference call within 30 days after the request to identify the scope of the dispute and the information needed to discuss and attempt to resolve such dispute. These Executives will then gather relevant information regarding the dispute and will meet or hold a telephone conference call promptly to discuss the issues and to negotiate in good faith to resolve that issue. In the event the parties are unable to resolve the dispute within 60 days after the specific meeting of the designated Executives as specified above (or such longer time as the parties agree), then the dispute shall be resolved by mandatory arbitration, which may be submitted by either party. Such arbitration will be conducted at a location (or virtually) to be mutually agreed to by the parties, or in the absence of such agreement, in Plano, Texas in accordance with the commercial rules (“Rules”) then in effect of the American Arbitration Association by one arbitrator appointed in accordance with such rules and who has at least 15 years’ experience in litigating commercial software agreements. The award rendered by the arbitrator will be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof. In the event the arbitrator determines that either party fails to resolve any dispute in good faith, the arbitrator may award (in any amount deemed appropriate by the arbitrator) the prevailing party its costs and expenses of arbitration, including filing fees and attorneys, accountants, and experts’ fees. All aspects of the arbitration shall be treated as confidential, as provided in the Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Each party shall bear its own costs in the arbitration; however, the parties shall share the fees and expenses of the arbitrator equally.

      4. The arbitrator(s) will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages. The arbitrator(s) will not make any ruling, finding, or award that does not otherwise conform to the terms and conditions of this Agreement. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.

      5. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND QOUNT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. 

      6. You agree that you have expressly and knowingly waived these rights. You may choose to have the arbitration conducted by telephone or virtually, based on written submissions, or in person in Collin County, Texas. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement. 

      7. Equitable Relief. You acknowledge and agree that, notwithstanding the foregoing in this Section 14, (a) a breach or threatened breach by you of any of your obligations under this Agreement, including, but not limited to, Section 7(a), would give rise to irreparable harm to us for which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by you of any such obligations occurs, we may, at our election, in addition to any and all other rights and remedies that we may be available to us at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, and/or any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.

      8. Any cause of action or claim you may have to arise out of or relating to his Agreement must be commenced within twelve (12) months after the cause of action or claim accrues, otherwise, such cause of action or claim is permanently barred.

      9. Attorneys’ Fees. If any action is brought for the enforcement of this Agreement, or because of an alleged breach or default relating to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in such action or proceeding, in addition to any other relief to which it may be entitled, the amount to be set by a court and not a jury. 

   15. Miscellaneous.

      1. Assignment. You may assign this Agreement together with all rights and obligations thereunder in connection with a merger, acquisition, corporate reorganization, or sale of all, or substantially all, of your assets or equity not involving a direct competitor of ours. Any attempt by you to assign your rights or obligations under this Agreement in breach of this Section 15(a) will be of no power or effect.

      2. Interpretation. “Include(s)” and “including” are deemed to be followed by “but not limited to,” “or” is not exclusive, and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The paragraph headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement shall be construed without regard to any presumption, rule of construction, or interpretation against the drafting party.

      3. Notices. Any notice given under this Agreement by either party to the other must be in writing and sent by email and will be deemed to have been given upon transmission. Notices to Qount must be sent to support@qount.io or to any other email address we provide to you. Notices to you will be sent to the email address associated with your account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

      4. Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, no party has relied upon any statement, representation, warranty, or agreement of any other party except for those expressly contained in this Agreement.

      5. Severability. Each provision of this Agreement shall, as nearly as possible, be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement is prohibited by or invalid under applicable law, (i) such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, and (ii) you agree that we may modify this Agreement to give effect to the original intent as closely as possible.

      6. Waiver. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. Neither a failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition herein nor any act, omission, or course of dealing between the Parties constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement.

      7. No Third-Party Beneficiaries, This Agreement benefits solely the parties hereto and their respective permitted successors and permitted assigns and nothing in these terms, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

      8. Export Regulation; Restricted Persons.

        1. The API may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the U.S.

        2. You hereby represent that you are not a Restricted Person. For purposes of this Agreement, you are a “Restricted Person” if you or any officer, director, or controlling shareholder of yours is (1) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or, (5) owned, controlled, or acting on behalf of a Restricted Person.

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