Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between QuantumShift Technologies Inc. DBA ConvergedHub AI (“ConvergedHub,” “we,” “us,” or “our”) and the business or other legal entity on whose behalf an account is created or the Services are ordered (“Customer,” “you,” or “your”). They govern access to and use of the Services described below. An individual who accepts these Terms for Customer represents that the individual has authority to bind Customer.

BY SELECTING THE ACCEPTANCE CHECKBOX AND CREATING AN ACCOUNT, OR OTHERWISE EXPRESSLY ACCEPTING THESE TERMS THROUGH AN ORDER OR ELECTRONIC ACCEPTANCE PROCESS, YOU AGREE TO THESE TERMS FOR CUSTOMER. IF YOU LACK AUTHORITY TO BIND CUSTOMER OR DO NOT AGREE, DO NOT CREATE A CUSTOMER ACCOUNT OR USE THE SERVICES. INVITED USERS MUST ACCEPT THE USER OBLIGATIONS DESCRIBED IN SECTION 2.

THE SERVICES ARE FOR BUSINESS USE ONLY. THESE TERMS CONTAIN AUTOMATIC RENEWAL PROVISIONS WHERE SELECTED AT PURCHASE, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, CUSTOMER INDEMNIFICATION OBLIGATIONS, AND DELAWARE FORUM AND JURY TRIAL WAIVER PROVISIONS. READ THEM BEFORE ACCEPTING.

1 Scope and contract documents

1.1 Services. “Services” means ConvergedHub’s hosted AI and software platform and the features we make available under an account or Order, including conversational, voice, visual, analytics, knowledge, assistant and agent features, interfaces, APIs, software development kits, templates, documentation, and related support. Describing a feature in these Terms does not entitle Customer to that feature; availability depends on the purchased plan, supported locations, technical requirements, and applicable limits.

1.2 Orders and additional terms. An “Order” is an order form signed by both parties or a checkout, purchase, or renewal record affirmatively accepted by Customer that identifies the Services, subscription term, fees, usage allowances, and any additional commercial terms. A “Subscription Term” is the paid or free access period specified in the Order. “Documentation” means our current official technical and user documentation for the Services. A data processing addendum (“DPA”), service level agreement (“SLA”), or professional services statement of work applies only when expressly incorporated into an Order or otherwise entered into by both parties.

1.3 Priority. If documents conflict, mandatory data transfer instruments control the transfers they govern; an applicable DPA controls personal-data processing; a separately signed master agreement expressly governing the Services controls over these Terms; an Order controls its specific commercial terms; and these Terms control over Documentation and other policies. An Order changes a legal provision of these Terms only if it expressly identifies the change and is signed by our authorized representative. A separately agreed SLA controls only its specified service levels and remedies. Purchase orders, procurement portals, vendor onboarding forms, and Customer policies do not amend this agreement, even if we process an order, provide access, or accept payment.

1.4 Existing enterprise customers. If Customer has a signed master agreement that governs the relevant Services, an individual user’s signup acceptance does not replace that agreement or alter its negotiated economics or allocation of liability. User-level account, security, and acceptable-use requirements apply to the extent consistent with that agreement. No user may use account creation to bypass procurement restrictions or purchase services without Customer authority.

1.5 Privacy notice. Our Privacy Notice, published at https://convergedhub.ai/privacy-policy/, explains our processing of account, website, and other personal information for our own purposes. Customer Data processing on Customer’s behalf is governed by these Terms and an applicable DPA. A privacy notice is not a substitute for a DPA, does not transfer Customer’s data ownership to us, and does not expand the licenses in Section 9. In providing the Services, we act only as Customer’s processor for Customer Data, including personal data of Customer’s End Users, and, where the California Consumer Privacy Act of 2018, as amended (“CCPA”), or similar US state privacy laws apply, as service provider, as described in Section 8.3; our Privacy Notice does not describe that processing. We act as controller (or business under the CCPA) only for personal information we collect for our own purposes, such as through our websites, account registration, billing, support, and marketing channels, and we process that information as described in our Privacy Notice and in accordance with Data Protection Laws applicable to us. “Data Protection Laws” means all data protection and privacy laws applicable to the relevant processing, including the CCPA and other applicable US federal and state privacy laws; the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and applicable Canadian provincial privacy laws, including Quebec’s Act respecting the protection of personal information in the private sector; and, to the extent applicable, Regulation (EU) 2016/679 (“GDPR”) and the GDPR as it forms part of the law of the United Kingdom (“UK GDPR”). Customer must publish and maintain its own privacy notice for its End Users that meets applicable law, including Data Protection Laws, and must not refer End Users to our Privacy Notice as a substitute.

2 Business eligibility and authority

2.1 Eligibility. Accounts may be created only for lawful business or organizational purposes by individuals at least eighteen years old and of legal age to enter into a contract where they reside. Personal, household, or consumer subscriptions are not offered under these Terms. Each user must register using a valid business email address associated with Customer, unless we approve an alternative in writing. We may block disposable, shared, personal, or unverifiable email domains and request evidence of identity, business affiliation, authority, or intended use.

2.2 Authorized Users. “Authorized Users” are Customer’s employees, contractors, or other individuals whom Customer authorizes to use its workspace within the purchased scope. Customer is responsible for their actions and omissions as if its own, including actions by administrators and service accounts. Invited Authorized Users accept the personal obligations concerning account security, acceptable use, confidentiality of our materials, and our intellectual property in Sections 3, 4, 7, and 10. They do not assume Customer’s payment or indemnity obligations solely by accepting an invitation, unless separately agreeing in an authorized capacity.

2.3 Authority and accuracy. Customer represents that its acceptance and performance are authorized and that registration, billing, ownership, and compliance information is accurate and kept current. We may reject a registration, decline an Order, or require reasonable verification. Account activation does not verify Customer’s regulatory status or certify a proposed use as lawful. Individuals without authority must obtain an invitation from an authorized Customer administrator rather than purport to bind an organization.

2.4 Affiliates and agencies. Customer’s affiliates are not separate customers or beneficiaries merely because they share a domain or workspace. Customer remains responsible for affiliates and contractors it permits to use the Services. Resale, managed services, white labeling, sublicensing, or operating unrelated client tenants requires an Order or partner agreement expressly permitting it. Customer-facing interactions through an authorized deployment are permitted within the purchased plan under Section 6.

3 Accounts and administrative control

3.1 Credentials and security. Use unique user credentials and protect passwords, API keys, tokens, and signing secrets. Do not share named-user accounts, circumvent seat limits, or transfer credentials outside Customer’s authorized organization. Customer must implement appropriate access controls, use available multifactor authentication where required by us or reasonably appropriate, secure its devices and integrations and promptly remove departed users.

3.2 Responsibility for activity. Customer is responsible for activity initiated through its accounts, keys, deployments, and integrations, including charges and actions of its Authorized Users and End Users, except to the extent directly caused by our breach of this agreement. Compromised keys, public endpoints, misconfigured agents, and unauthorized account sharing may incur usage. Customer must take reasonable steps to restrict and revoke access immediately upon discovery; reporting an incident does not automatically cancel valid charges.

3.3 Administrators and business domains. Customer administrators may invite and remove users, assign permissions, access workspace content and activity, configure retention and integrations, and transfer workspace ownership within Customer. Users should not expect personal privacy from Customer concerning business workspace content. We may disclose account information to a verified authorized Customer representative as permitted by law and our Privacy Notice. Domain ownership alone does not conclusively establish entitlement to another entity’s data; we may require additional proof and notice before resolving a disputed account or transferring control.

3.4 Account disputes. We may restrict access while investigating conflicting ownership or authority claims and may rely on reasonable verification, Customer’s designated administrator, or binding legal process. We are not required to adjudicate internal business disputes. Customer must maintain current administrator and recovery contacts. Customer is responsible for obtaining any workplace notices or consents needed for administrative access and monitoring.

4 Access rights and platform restrictions

4.1 Limited access right. Subject to compliance with this agreement and timely payment, we grant Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the applicable Subscription Term to access and use the purchased Services for its business operations and authorized customer-facing deployments, within the Documentation and Order limits. Any downloadable components are licensed, not sold, for use solely with the Services. No ownership in the Services is transferred.

4.2 Restrictions. Except as expressly permitted in an Order or by a nonwaivable legal right, Customer must not copy, modify, translate, or create derivative works of the Services; reverse engineer, decompile, or attempt to derive source code, underlying models, weights, system prompts, confidential architecture, or nonpublic algorithms; sell, rent, sublicense, or distribute access; remove proprietary notices; bypass access restrictions, safety controls, rate limits, or usage meters; or access nonpublic portions of the Services. This restriction does not prohibit lawful independent development or rights in Customer Content granted below.

4.3 Extraction and competitive misuse. Customer must not scrape, harvest, systematically extract, or replicate the Services or their nonpublic components, or use access, nonpublic performance information, or bulk Outputs to build, train, distill, or improve a competing AI platform or model without our written permission. Customer may use its own independently held data for lawful purposes. Customer must not publish misleading performance comparisons or disclose confidential benchmarks; accurate public statements and legally protected reporting are not prohibited.

4.4 Usage controls. We may enforce documented seat, storage, concurrency, API, token, minute, messaging, and other limits; queue or throttle traffic; reject unsafe or excessive requests; and require plan upgrades for sustained use beyond purchased limits. Customer must not split accounts, rotate identities, automate trial creation, or otherwise evade limits. Security testing requires prior written authorization under an applicable testing program, except where applicable law protects the activity.

5 AI outputs and automated actions

5.1 Inputs and Outputs. “Input” means prompts, instructions, files, knowledge sources, audio, video, images, structured data, and other material submitted to or retrieved for the Services at Customer’s direction. “Output” means content or results generated by the Services for Customer from Input, including responses, classifications, summaries, code, transcripts, recommendations, and generated media. “Customer Content” means Input and Output. “Customer Data” means Customer Content and other data submitted to or processed on Customer’s behalf in the Services, excluding our platform technology and Service Data described in Section 9.

5.2 Inherent limitations. AI is probabilistic. Outputs may be inaccurate, fabricated, incomplete, biased, offensive, inconsistent, outdated, or similar to outputs provided to other customers. Citations, confidence scores, source links, and apparent reasoning do not establish accuracy. Retrieval from Customer’s own knowledge sources does not eliminate errors. We do not guarantee uniqueness, copyrightability, legal clearance, explainability, fitness for a particular decision, or any business result.

5.3 Review and responsibility. Customer must assess whether each use is appropriate; test configurations and Outputs before deployment; verify material facts, code, calculations, and citations; provide qualified human oversight proportionate to risk; and maintain escalation and correction procedures. Customer is responsible for publishing, using, relying on, or acting on Outputs and for statements its deployments make to End Users. The Services do not provide licensed professional advice or replace legal, medical, financial, engineering, or other qualified judgment.

5.4 Agents and delegated authority. Agents and workflows may call tools, access connected systems, send messages, update records, execute code, initiate transactions, or perform other actions within Customer’s configured permissions. By enabling a tool or workflow, Customer authorizes us to execute the configured instructions on its behalf. Customer must set least-privilege permissions, approval gates, recipient and spending limits, test environments, monitoring, and stop controls appropriate to the use. Agent actions may have external consequences that cannot be reversed. Neither an Output nor an agent message expands our authority beyond the configured authorization or makes ConvergedHub a party to Customer’s transactions.

5.5 Prompt injection and untrusted content. Inputs, retrieved documents, websites, emails, or tool responses may contain malicious instructions or inaccurate data. Customer must evaluate source trustworthiness and must not rely solely on model behavior to protect secrets, enforce authorization, or approve sensitive transactions. Customer must not give agents unrestricted access to production environments, payment instruments, or sensitive data without appropriate independent safeguards. Our safeguards reduce risk but are not guaranteed to detect all attacks or harmful outputs.

5.6 Changes in models. We may substitute providers, update models, revise safety controls, and change routing or configurations. Model behavior and repeatability may change, and previously available Outputs may not be reproducible. Customer is responsible for reasonable regression testing of its deployments after notified material changes. This discretion remains subject to Section 14 concerning material reductions of paid core functionality, the DPA, and any expressly agreed residency or model restrictions.

5.7 High impact uses. Without our prior written approval and a specific written agreement addressing the use, Customer must not use the Services as a safety-critical component or to make final decisions materially affecting access to employment, education, housing, credit, insurance, healthcare, legal rights, public benefits, or essential services. Even with approval, Customer must satisfy applicable legal requirements and maintain meaningful human oversight. The Services must not be used for emergency dispatch, life-support decisions, or circumstances where failure could foreseeably cause death or serious bodily injury. Using the Services to collect information for, or to receive applications, claims, enrollments, or requests concerning, a regulated product or service (for example, insurance, lending, or healthcare intake) is permitted where the Services do not make or materially determine the final decision. Customer is solely responsible for all licensing, registration, and appointment requirements that apply to that activity (for example, insurance producer licensing rules governing the solicitation, sale, or negotiation of insurance), for providing all disclosures required in connection with it, and for retaining records as required by applicable law.

5.8 Configuration Assistant. The Services may include an AI assistant that proposes, drafts, and edits workflows, prompts, knowledge content, tools, card and asset content, and other configuration on Customer’s behalf (the “IQ”). IQ proposals are Output and are subject to Sections 5.2 through 5.5. The IQ may consult publicly available web content and information Customer provides, including files Customer uploads. Web content is third-party material that may be inaccurate, outdated, or subject to third-party rights, and Customer must not upload files that it lacks the right to share or that contain information restricted under Section 8. The IQ may use the history of earlier IQ sessions within Customer’s account to inform its later proposals for Customer. Changes proposed by the IQ are saved to a draft or test environment and do not reach End Users until an Authorized User reviews and publishes them, unless Customer enables an option that applies changes automatically, in which case Customer accepts each applied change as its own. Customer is responsible for reviewing, testing, and approving all IQ changes before publication. IQ use is subject to the usage and spending limits shown in the Services or stated in the Order, and the IQ may decline or stop a request when a limit is reached.

5.9 Language, translation, and accuracy. Any language detection, translation, transcription, interpretation, localization, or similar language-related functionality is provided using third-party vendors and may be inaccurate, incomplete, delayed, or unsuitable for Customer’s purpose. Customer must test and independently validate the quality, accuracy, completeness, cultural appropriateness, and legal or regulatory suitability of those results before use or reliance. To the maximum extent permitted by law, ConvergedHub and its suppliers make no warranty and assume no responsibility for the quality, accuracy, or fitness of any such functionality or result.

6 End Users and communications

6.1 Customer deployments. “End Users” are persons who interact with Customer’s bots, agents, applications, websites, or other deployments, without necessarily holding a ConvergedHub account. Customer is responsible for its deployment, End User relationships, terms, notices, consent mechanisms, accessibility obligations, fulfillment promises, refunds, and complaints. End Users are not parties to this agreement or third-party beneficiaries. Customer must provide terms and notices appropriate to its deployment and must not promise warranties, refunds, service levels, or authority on our behalf.

6.2 AI disclosure. Customer must present every AI agent, assistant, avatar, and synthetic voice deployed through the Services as an AI system and never as a human, and must include a clear disclosure that the End User is interacting with an AI system at the start of every End User interaction, including chat, voice, video, telephone, call-back, voicemail, and messaging interactions. Customer must configure its deployments to answer truthfully when an End User asks whether they are interacting with a human. In addition, Customer must clearly disclose synthetic or manipulated content where legally required or necessary to avoid deception, maintain required labeling and provenance indicators, and not falsely present an AI system as a particular human or licensed professional. Customer must not remove disclosures or authenticity signals we require to comply with law or provider obligations. Customer must provide human escalation where required by law or its use case. Any failure to comply with this Section 6.2 is a material breach of this agreement. In addition to our other rights and remedies, we may suspend the affected deployment or Services under Section 18.1, terminate this agreement or any affected Order immediately on written notice, and pursue any other legal or equitable remedy available to us, including legal action and indemnification under Section 19.

6.3 Calls and messages. Customer is responsible for lawful calling and messaging, including consent, identification, permissible purposes and hours, do-not-call and suppression lists, opt-outs, sender registration, carrier requirements, and recordkeeping. Customer must obtain and maintain required consent for automated calls, artificial or prerecorded voices, texts, and marketing communications before initiating them, and promptly honor revocation and objections. Importing a phone number or purchasing a contact list is not proof of consent. We may require evidence of consent, stop campaigns, block destinations, or suspend traffic where reasonably necessary. Without limiting the foregoing, Customer is solely responsible for all outbound calls and messages placed or sent through its deployments, including call-backs, follow-up calls, voicemail, and text and email messages, and specifically for: (a) obtaining, documenting, and retaining any consent required before each call or message; (b) honoring opt-out and revocation requests received by any reasonable means; (c) complying with permitted calling hours in the recipient’s time zone; (d) checking applicable national, state, and internal do-not-call and suppression lists; and (e) registering and maintaining sender identities, caller ID, brands, and messaging campaigns with carriers and registries. Calling-hour, frequency, opt-out, and similar controls we make available are tools to assist Customer and do not transfer any of these obligations to us. ConvergedHub is not a telemarketer and is not the caller, sender, or originator of any call or message placed or sent through Customer’s deployments, and compliance with do-not-call, telemarketing, and unsolicited commercial communication laws is solely Customer’s responsibility.

6.4 Recording and biometric information. Customer must determine and meet all applicable notice, consent, retention, and deletion requirements before recording, transcribing, analyzing, or sharing audio, video, voiceprints, facial data, or other biometric information. Features may be disabled unless required permissions are obtained. Customer must not use voice or image features to impersonate someone, commit fraud, or create unauthorized likenesses. Any cloning or replication of a person’s voice or likeness requires documented rights and consent sufficient for the intended uses, duration, territories, and disclosures.

6.5 Communications infrastructure. Telephony, messaging, email, network, and carrier services may be supplied by third parties and may be subject to their acceptable-use rules, fees, filtering, capacity constraints, and number portability requirements. We do not guarantee delivery, carrier acceptance, number availability, or uninterrupted connectivity. Purchased or assigned numbers and sender identities are subject to provider and regulatory rules; no ownership or portability right is implied beyond applicable law or the Order. These Services are not a replacement for emergency communications and do not provide guaranteed access to emergency services.

6.6 Transactions. Customer is the seller, service provider, or other contracting party for transactions conducted through its deployments. Customer must validate prices, inventory, eligibility, offers, order confirmations, and payment instructions and configure approval requirements. Customer bears third-party fees and liabilities for transactions authorized through its configuration, subject to our responsibility for our own breach. ConvergedHub is not Customer’s fiduciary, payment institution, broker, employer, or professional representative.

6.7 Synthetic voices and avatars. Synthetic voices, voice styles, avatars, faces, and other likenesses made available in the Services are licensed to us by third-party providers. They may be used only within the Services, as part of Customer’s authorized deployments, and are subject to the provider restrictions disclosed in the Documentation, which may limit permitted subject matter, uses, or channels. No right, title, or license in any voice or likeness, or in the identity of any person whose voice or likeness was used to create it, is granted to Customer, and Customer must not record, extract, export, or reproduce a voice or likeness for use outside the Services. A voice or likeness that Customer creates, clones, or supplies, including through its own account with a provider, is Customer Content and is subject to Section 6.4.

6.8 Contact center operations. ConvergedHub provides only a technology platform that enables Customer to configure and operate its own contact center, customer engagement, and communications functions. ConvergedHub does not operate a contact center, telemarketing, outsourcing, or other service on Customer’s behalf and does not determine whom Customer contacts, when, or for what purpose. Customer is solely responsible for all registrations, licenses, approvals, and other regulatory obligations applicable to its contact center and communications activities, including any telemarketer, A2P 10DLC brand and campaign, toll-free verification, sender ID, or caller ID registrations and attestations, telecommunications carrier requirements, and sector-specific requirements in each jurisdiction where Customer operates or contacts End Users. Making the Services available does not represent that any Customer use is lawful and does not transfer any of these obligations to us.

7 Acceptable use and enforcement

7.1 Prohibited conduct. Customer must not use the Services to violate law or third-party rights; infringe intellectual property, privacy, publicity, or confidentiality rights; defraud, deceive, impersonate, phish, or distribute spam; facilitate malware, credential theft, unauthorized access, or destructive attacks; threaten, harass, exploit, or facilitate violence; create or distribute child sexual abuse material or other unlawful sexual content; facilitate human trafficking, terrorism, or illegal weapons; or carry out unlawful discrimination, prohibited surveillance, social scoring, manipulative AI practices, or biometric uses prohibited by law.

7.2 Other misuse. Customer must not intentionally introduce malicious instructions or content to evade safeguards; use the Services to obtain another customer’s data; submit passwords or secret keys to features not designed for secure credential storage; generate deceptive endorsements or unauthorized deepfakes; interfere with other users; misrepresent synthetic content to facilitate fraud; or enable others to engage in prohibited conduct. Customer must comply with reasonable safety restrictions in the Documentation and any applicable provider terms disclosed under Section 11.

7.3 Monitoring and action. We may use automated systems and authorized personnel to investigate abuse, security events, and compliance with this agreement, subject to the confidentiality and data-processing restrictions here. We are not required to pre-screen all content or monitor every use. We may reject requests, remove or restrict content, preserve relevant evidence, require corrective measures, or suspend access under Section 18. Where lawful and practicable, we will give notice explaining material enforcement action and allow Customer to contact contact@convergedhub.ai for review. We may report unlawful conduct and cooperate with valid legal process.

7.4 Customer cooperation. Customer must promptly investigate reported misuse, stop prohibited activity, preserve legally required records, and provide reasonable information needed to assess compliance. Compliance reviews will be proportionate and designed to avoid unnecessary access to unrelated systems or personal information. Nothing requires disclosure of privileged material or unrestricted access to Customer’s premises. Customer must notify us promptly if a use becomes subject to a legal prohibition or regulatory restriction.

8 Customer Data and regulated information

8.1 Customer obligations. Customer represents and warrants that it has all rights, licenses, notices, lawful bases, and permissions necessary for Customer Data, its instructions, and the processing contemplated by this agreement. Customer is responsible for data accuracy, lawful collection and disclosure, retention choices, End User requests, and its use of Outputs. Customer will comply with all Data Protection Laws applicable to it, including but not limited to obligations concerning notice, lawful basis, consent and its withdrawal, data subject and consumer rights requests (including opt-outs of sale, sharing, and targeted advertising), and data accuracy and retention. Customer must not submit data subject to obligations we have not expressly agreed to satisfy. Customer must minimize unnecessary sensitive information and maintain appropriate independent copies of important records.

8.2 Restricted information. Unless expressly authorized in a signed agreement and supported by the configured Services, do not submit protected health information requiring a business associate agreement; payment card data beyond fields expressly provided by an approved payment processor; account authentication secrets outside designated secure credential features; government-classified information; regulated biometric identifiers; data of children under thirteen or a higher applicable digital-consent age; or highly sensitive information requiring specialized controls we have not agreed to provide. Special-category personal data and regulated financial or government data require an appropriate DPA and any necessary additional terms before processing.

8.3 Roles and DPA. For personal data processed on Customer’s behalf, Customer acts as controller or business, or as a processor authorized by the relevant controller, and ConvergedHub acts as processor, service provider, or subprocessor, as applicable. In providing the Services, ConvergedHub acts only as processor for Customer Data, including personal data of Customer’s End Users; where the CCPA or other US state privacy laws apply, Customer acts as business or controller and ConvergedHub acts as service provider or processor; where Canadian privacy laws apply, Customer remains the organization accountable for Customer Data and ConvergedHub acts as its third-party service provider; and where the GDPR or UK GDPR applies, Customer acts as controller, or as processor on behalf of the relevant controller, and ConvergedHub acts as processor or subprocessor. For Customer Data, we process personal data only on Customer’s instructions and do not determine the purposes of processing. We may rely on, and will assume, the lawfulness of all Customer Data and Customer’s instructions, including that personal data was collected with all required notices, consents, and other lawful bases for the purposes of Customer’s use of the Services, and we have no obligation to verify the source, accuracy, or legitimacy of Customer Data. We will comply with obligations that Data Protection Laws impose directly on us in our role as processor. Customer must enter into an appropriate DPA with us before submitting personal data where required by law. For account administration, security, billing, and other purposes for which we determine purposes and means, including personal data that individuals share with us directly through our websites, account registration, support, or marketing channels, we act as controller (or business under the CCPA) and our practices are described in the Privacy Notice. Contract labels do not override roles imposed by law.

8.4 Processing locations and subprocessors. We may use affiliated and third-party infrastructure, model, support, and other providers to deliver the Services, subject to the DPA and confidentiality protections. Cross-border processing requires applicable transfer safeguards. No specific data residency, localization, private model instance, dedicated hosting, or exclusion of a provider is promised unless expressly agreed in writing. An applicable DPA governs subprocessor notices, objections, assistance, audit rights, and transfer mechanisms; general acceptance of these Terms does not waive those requirements.

8.5 Government and third-party demands. We may disclose Customer Data when legally required or as permitted by the DPA to protect against fraud, abuse, or imminent threats. Where legally permitted, we will notify Customer of a binding demand for its Customer Data and provide reasonable opportunity to seek protection. Customer remains responsible for responding to lawful demands directed to it. We may charge reasonable, disclosed assistance fees where permitted by the DPA and law, but not for fulfilling obligations for which charges are prohibited.

8.6 Regulated Data and HIPAA. Protected health information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), may be submitted to or processed by the Services only if (a) Customer has entered into an enterprise agreement with us; (b) the parties have executed our HIPAA Business Associate Addendum (“BAA”); and (c) the PHI is processed solely through the features designated as HIPAA-eligible in the then-current list referenced in the BAA (“HIPAA-Eligible Features”). The BAA and the HIPAA-Eligible Features are available only under enterprise contracts. Customer is responsible for configuring its deployments so that PHI is processed only through HIPAA-Eligible Features and must not submit PHI to any other feature, integration, External Service, beta feature, or environment. Customer is solely responsible for any PHI it submits outside the BAA or the HIPAA-Eligible Features and, to the extent permitted by law, our obligations under the BAA do not apply to that PHI. The BAA controls over these Terms with respect to PHI processed under it.

8.7 No payment card collection from End Users. Notwithstanding Section 8.2, the Services are not enabled for, assessed against, or certified under the Payment Card Industry Data Security Standard (“PCI DSS”). Customer must not use the Services, including any workflow, form, card, voice, chat, telephone keypad, recording, or messaging feature, to request, collect, receive, transmit, record, or store payment card numbers, card verification codes, PINs, magnetic stripe or chip data, or other cardholder or sensitive authentication data from End Users, and must direct End Users to a separate PCI DSS–compliant payment channel instead. We may delete, mask, or restrict access to any such data without liability. Customer is responsible for any such data collected in breach of this Section and for resulting costs, assessments, fines, and claims, which are covered by Section 19.

8.8 Who receives Customer Data. To provide the Services, Customer Data is received and processed by the following categories of recipients, in each case only as needed for the purposes described in this agreement: (a) our authorized personnel, who access Customer Data on a need-to-know basis and subject to confidentiality obligations to provide support, maintain and secure the Services, investigate abuse, and comply with law; (b) cloud hosting, database, storage, and networking providers that host the Services and store Customer Data; (c) real-time communications and telephony providers that carry voice, video, and data sessions and connect telephone calls; (d) AI model providers that process prompts, conversation content, files, and knowledge content to generate Output, embeddings, summaries, and analytics; (e) speech recognition, speech synthesis, and avatar providers that process audio, text, and video to transcribe speech, generate voices, and render avatars, which may include alternate providers used automatically when a primary provider is unavailable; (f) messaging and email delivery providers that deliver text messages and emails to recipients; (g) logging, monitoring, and observability providers that receive technical and diagnostic data about the operation of the Services; (h) our payment processor, Stripe, which receives billing and payment information for Customer’s payments to us but not Customer Content; (i) External Services that Customer selects, connects, or configures, including Customer’s own provider accounts, which receive the data Customer directs to them under their own terms; (j) Customer’s Authorized Users, and End Users to whom Customer’s deployments present content; and (k) the recipients described in Sections 8.5 and 24.3. Providers in categories (b) through (h) act on our behalf under Section 11.2 and are bound by confidentiality and data-processing obligations consistent with this agreement and the DPA. The current list of these providers, with each provider’s purpose and processing location, is published at https://trust.convergedhub.ai, and changes are notified as provided in the DPA. Recipients may process Customer Data in the United States and in other countries where they operate, subject to Section 8.4.

8.9 Redaction and masking. The Services may offer features that detect and redact, mask, or tokenize personal or sensitive information in transcripts, recordings, logs, analytics, and other Customer Data (“Redaction Features”). Redaction Features rely on automated pattern matching, machine learning models, and third-party providers and tools, and we apply them using commercially reasonable efforts and to the best of their capabilities. Redaction Features are not 100% accurate: they may fail to detect or redact some information, may redact information unnecessarily, and may not apply at every point where Customer Data is processed, including where AI model, speech, or other providers process Customer Data before redaction occurs. Customer must not rely on Redaction Features as its sole safeguard for sensitive or regulated information and remains responsible for minimizing such information, configuring the Services appropriately, and meeting its own legal obligations. The availability of Redaction Features does not permit the submission of information restricted under Sections 8.2, 8.6, or 8.7.

9 Data licenses and model improvement

9.1 Ownership and operational license. As between the parties, Customer retains its rights in Input and other Customer-supplied data. Customer grants us a worldwide, nonexclusive license during the applicable retention period to host, copy, transmit, format, process, display, and otherwise use Customer Data solely to provide, maintain, secure, troubleshoot, and support the Services; execute Customer’s instructions; and comply with this agreement and law. This includes retrieval indexes, embeddings, caches, and other technical transformations necessary for those purposes. We may sublicense this limited permission to service providers acting for us under appropriate restrictions.

9.2 Output rights. To the extent permitted by law and subject to payment and compliance with these Terms, we assign to Customer any rights we may have in Output generated specifically for Customer, excluding our preexisting technology, templates, software, models, and third-party material. To the extent our materials are embedded in Output and needed to use it, we grant Customer a nonexclusive, worldwide license to use those materials as part of that Output for lawful business purposes. This does not confer rights in others’ similar outputs, third-party content, underlying models, or standalone platform components. We do not warrant that Output is protectable by intellectual property law or free of third-party rights.

9.3 No default general model training for paid Services. For paid Services, we will not use Customer Content to train or fine-tune general-purpose models for use across customers unless Customer separately and affirmatively opts in through a clear written or in-product authorization identifying the scope. Customer-specific indexing, retrieval, evaluation, configuration, and expressly requested fine-tuning to deliver Customer’s Services are permitted under Section 9.1 and the DPA. General model training is distinct from security and abuse detection, operational troubleshooting, and service analytics permitted here. Free, trial, and other unpaid access is addressed in Section 9.7.

9.4 Opt-in and provider controls. Any optional general training authorization must identify relevant data, purposes, providers, and withdrawal process and does not replace required permissions from individuals or other rights holders. Withdrawal applies prospectively; the applicable authorization must explain any technical limits on removal from previously trained models, subject always to applicable deletion rights and the DPA. Providers processing Customer Content on our behalf must be subject to restrictions consistent with these commitments. Customer-selected external services independently enabled under Section 11 may have different terms; we will not treat an ordinary signup checkbox as consent to those services’ optional training practices.

9.5 Service Data. We may collect technical and usage information such as request counts, latency, feature use, billing meters, channel usage and channel switching, outcome metrics (including resolved, deflected, escalated, dropped, and converted outcomes), sentiment, survey scores, errors, and security events (“Service Data”) to operate, protect, improve, benchmark, and administer the Services. Service Data is not a blanket reclassification of Customer Content. We may create and use aggregated and anonymized or deidentified non-Customer Data, including vendor benchmarks and the foregoing usage and outcome metrics, for benchmarking, tagging, model training, and improving and enhancing the quality of ConvergedHub’s capabilities and services, if it does not identify Customer, any individual, or disclose Customer confidential information, and if permitted by law and the DPA. We do not sell this aggregated and anonymized or deidentified data to vendors; vendors may receive it only as service providers acting on our behalf under appropriate restrictions. We will not attempt reidentification except as legally permitted to assess deidentification, and will impose appropriate restrictions on recipients. Personal data remains subject to applicable privacy obligations.

9.6 Feedback and publicity. Customer may voluntarily provide suggestions or feedback. We may use it without payment or restriction, but this license does not authorize disclosure of Customer confidential information or general model training on Customer Content. We may identify Customer by name and logo in a factual customer list unless Customer opts out by written notice; use must follow supplied reasonable brand guidelines and must not imply endorsement. Testimonials, case studies, and substantive public statements about Customer require separate approval.

9.7 Free, trial, and unpaid usage; recordings and analysis. For free or trial Services, including any extension of a trial, and other unpaid access to platform capabilities, we may use Customer Content and Service Data generated through that use, including recordings and analyses of interactions, for benchmarking, tagging, improving and enhancing the quality of the Services, and training or fine-tuning AI models and services, subject to applicable law, the DPA, and any specific data-use disclosure provided at signup. For paid Services, we may use call and session recordings processed through the Services for internal benchmarking and performance analysis, including evaluating and comparing the accuracy, latency, and reliability of the Services and of the third-party providers that support them, but such recordings are not used for general-purpose model training unless Customer separately opts in under Section 9.3. Recordings are shared only with providers acting on our behalf under Section 11.2 and appropriate confidentiality and data-processing restrictions. Results retained for benchmarking or performance analysis are aggregated and anonymized or deidentified and do not identify Customer or any individual. Recordings processed under a BAA are excluded unless the BAA expressly permits the applicable use.

10 Intellectual property and confidentiality

10.1 Our rights. We and our licensors retain all rights in the Services, software, interfaces, models, configurations of general applicability, Documentation, templates, workflows supplied by us, and improvements, excluding Customer’s rights expressly recognized here. Customer acquires no rights by implication. Custom deliverables and professional services work are licensed for use with the Services unless a signed statement of work expressly provides otherwise. Customer ownership of its Input and Output does not transfer ownership of the technology used to create or process them.

10.2 Confidential information. “Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Data, security materials, nonpublic product plans, credentials, business information, and negotiated pricing. It excludes information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the discloser’s information, or is lawfully received from another source without confidentiality duty.

10.3 Protection and permitted disclosures. Each recipient will use Confidential Information only to perform or exercise rights under this agreement, protect it with at least reasonable care, and disclose it only to personnel, professional advisers, affiliates, and service providers who need to know and are bound by appropriate confidentiality obligations. The recipient is responsible for their compliance. Compelled disclosure is permitted to the extent required by law, with prior notice where lawful and reasonable cooperation at the discloser’s expense. Confidentiality duties continue for three years after termination and, for trade secrets, while legally protected; Customer Data remains protected for as long as retained.

10.4 Infringement notices. Send allegations of infringement or unlawful content to contact@convergedhub.ai with identification of the claimant, the protected work or right, the specific content or location, contact information, and a good-faith explanation and supporting authority. We may request statutory notices, counter-notices, or verification, restrict access while reviewing a claim, and terminate repeat infringers where appropriate. Nothing here represents that we have a registered statutory copyright agent; any required agent designation and notice process will be published separately.

11 Third party services and integrations

11.1 Separate services. Customer may connect accounts, tools, datasets, models, plugins, telephony providers, or other services supplied by third parties (“External Services”). External Services selected or separately contracted by Customer are governed by their own terms, fees, and privacy practices. Customer authorizes transfer of data and use of credentials reasonably necessary to enable the selected connection. Customer must review permissions and revoke unwanted integrations. We are not responsible for Customer-selected External Services, their acts or omissions, or their handling of data outside our control.

11.2 Embedded providers. Providers we engage to deliver the contracted Services on our behalf are our subcontractors, not automatically Customer-selected External Services. Their involvement does not eliminate our express obligations under this agreement or a DPA. Any third-party pass-through use restrictions must be made available before enabling the relevant feature and are limited to that feature. A provider’s independent contract does not silently override our promises regarding Customer Data.

11.3 Availability and costs. Third parties may change or discontinue APIs, models, content, pricing, or access. We may modify or disable affected integrations when reasonably necessary, subject to Section 14 for material paid-service reductions. Customer bears separately disclosed third-party charges it authorizes and is responsible for securing its own required licenses and accounts. Bring-your-own-key features may incur charges directly with the provider as well as our disclosed platform charges. We do not control such provider billing.

11.4 Third-party and open-source content. Outputs, code samples, libraries, and exported artifacts may contain third-party or open-source material subject to separate licenses and notices. Customer must assess and comply with applicable rights and obligations before distribution or production use. We do not grant rights we do not possess. Customer must not assume that generated code is secure, tested, or compatible with its licensing requirements.

12 Plans, fees, and metered usage

12.1 Fees and commitments. Customer will pay the fees stated in the Order. Unless otherwise stated, subscription fees and AI / usage credits are billed in advance, metered fees are billed in arrears, and invoices are due on the date of invoice. Fees are payable in the currency stated in the Order. Commitments are noncancelable during the Subscription Term and fees are nonrefundable except as expressly provided here, in the Order, or required by law. All prepayments, prepaid subscription fees, prepaid usage credits, and other amounts paid in advance are nonrefundable except for an express refund right under Sections 14.3 or 14.4, an Order, or mandatory law. Nonuse, reduced user counts, or removal of an integration does not reduce a purchased commitment.

12.2 Usage measurement. Usage may include seats, credits, model requests, audio minutes, telephony, messages, storage, retrieval, tool calls, or other units disclosed in the Order or applicable rate card. Different models and features may consume different units. Retries, multi-step agents, duplicated requests, and partially completed operations may generate billable usage to the extent disclosed by the applicable metering rules. We will not invent additional categories retroactively. Our reasonable usage records govern absent demonstrated error; Customer may request a reasonable explanation of disputed measurements.

12.3 Allowances and overages. Usage above included allowances is charged only at rates and on terms disclosed and accepted for the applicable plan. Customer authorizes such metered charges when enabling the plan or feature. If overages are not authorized, we may stop or limit further usage. Usage dashboards, estimates, alerts, and budget thresholds may be delayed and are not guaranteed hard caps unless expressly designated as such. Customer must configure available controls and monitor agents, keys, and public endpoints.

12.4 Credits. Prepaid usage credits and promotional credits have no cash value, are nontransferable, and expire at the time disclosed when issued, subject to mandatory law. Unused allowances do not roll over unless the Order says otherwise. Promotional credits may have feature or eligibility restrictions. We may revoke credits obtained through fraud or abuse. Purchased credits will not be retroactively shortened or confiscated except as expressly permitted by this agreement or law.

12.5 Taxes and expenses. Fees exclude applicable taxes, duties, and government assessments, which Customer must pay except taxes based on our net income. Customer must provide a valid exemption certificate before invoicing to claim exemption. Where legally permitted, Customer will gross up legally required withholding so we receive the agreed net amount and provide appropriate withholding receipts. Customer bears its own internet, devices, carrier, and other operating costs.

12.6 Payment methods and late payment. Customer authorizes us and our payment processor to charge the payment method provided for accepted recurring and usage charges and must maintain valid billing details. We may require prepayment, a deposit, or a reasonable credit limit for future Services. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month or the legal maximum, plus reasonable collection costs where permitted by law. We may suspend Services after written notice and ten days to cure overdue payment, except where immediate action is justified by fraud or serious credit risk. Card payments for the Services are processed by our third-party payment processor, Stripe, Inc. (“Stripe”). Payment card information for these payments is collected and processed by Stripe, and we do not store full payment card numbers. Stripe’s own terms and privacy policy may also apply to the information it collects.

12.7 Billing disputes. Customer must notify us of a good-faith billing dispute within thirty days after the invoice or charge, with reasonable detail, and pay undisputed amounts on time. We will review the dispute and correct substantiated errors. Failure to raise a timely dispute waives contractual billing objections to the extent permitted by law, but not nonwaivable rights or claims based on fraud. Customer should contact support before initiating a chargeback; this does not restrict lawful payment dispute rights.

13 Renewal, cancellation, and trials

13.1 Automatic renewal. IF THE ORDER OR CHECKOUT EXPRESSLY PROVIDES FOR AUTOMATIC RENEWAL AND CUSTOMER AFFIRMATIVELY ACCEPTS IT, THE SUBSCRIPTION RENEWS FOR SUCCESSIVE PERIODS EQUAL TO THE INITIAL TERM TILL CUSTOMER EXPLICITLY CANCELS THE SUBSCRIPTION. CUSTOMER MAY STOP RENEWAL USING THE ACCOUNT BILLING CONTROLS. CANCELLATION STOPS THE NEXT RENEWAL AND DOES NOT END OR REFUND THE CURRENT TERM. REQUIRED RENEWAL REMINDERS AND CONSENT REQUIREMENTS APPLY.

13.2 Price changes. We may change subscription prices for a renewal term by notifying Customer at least thirty days before renewal, so Customer can decline renewal and cancel their subscription. Usage rates are fixed for the committed term unless the Order clearly identifies a variable rate and its adjustment mechanism. For uncommitted month-to-month usage, we may change rates on at least thirty days’ notice. Taxes and government-imposed fees may change as required by law.

13.3 Plan changes. Upgrades may take effect immediately with disclosed prorated charges and additional commitments accepted by Customer. Downgrades take effect at the next renewal and may reduce limits or disable features. Customer must export or reduce data to meet the new plan’s limits. We may restrict excess usage after notice. Deleting an individual user account does not itself cancel Customer’s subscription; Customer must use the stated subscription cancellation mechanism.

13.4 Free trials and conversion. Trial duration, limits, conversion price, billing frequency, and cancellation deadline will be disclosed at signup. A free trial converts to a paid subscription only where Customer has expressly accepted the conversion, provided an authorized payment method and has paid the first invoice. Otherwise, access ends at the end of trial period. We may limit trials to one per organization, reject repeated or abusive trials, and end free access on notice or immediately for misuse. Use of free or trial Services, including any extension of a trial, is subject to Section 9.7, including our right to use usage, recordings, analyses, and related Customer Content for the purposes described there. Trial data may be deleted after trial expiry if Customer does not convert or export, subject to any retention period displayed at signup and mandatory law.

13.5 Resellers. If Customer purchases through an authorized reseller or marketplace, payment and renewal arrangements with that provider govern those transactions, while these Terms govern Service use unless a governing enterprise agreement provides otherwise. Refunds owed through the reseller channel will be administered through that channel. A reseller cannot change our legal obligations without our express written agreement.

14 Service operation, support, and changes

14.1 Availability. We use commercially reasonable efforts to operate paid generally available Services, but do not promise uninterrupted, error-free, or secure operation. Maintenance, updates, capacity constraints, network failures, attacks, third-party outages, or events beyond reasonable control may affect access. No uptime percentage, response time, recovery objective, service credit, or other service-level commitment applies to any plan, except for an Enterprise plan only to the extent expressly agreed in a separate written agreement signed by our authorized representative. Any such Enterprise service levels and remedies are limited to that separate agreement.

14.2 Support and dependencies. Support scope, channels, and hours depend on the purchased plan. Customer must provide accurate incident details, reasonable cooperation, and supported configurations. We may charge separately for migration, custom development, training, data restoration, or assistance outside the purchased scope with Customer’s approval. Customer is responsible for its network, devices, endpoint security, browser compatibility, configurations, and independent backup or continuity arrangements.

14.3 Changes and retirement. We may improve, replace, discontinue, or modify features and Documentation. During a prepaid committed term, we will not materially reduce the core functionality of the purchased Services as a whole without reasonable notice and, where practicable, a substantially equivalent alternative. If a material reduction cannot be remedied or avoided and substantially impairs Customer’s contracted use, Customer may terminate the affected Services by notice within thirty days after the reduction and receive a prorated refund of prepaid unused fees for them. This is Customer’s exclusive contractual remedy for that reduction, subject to nonwaivable law.

14.4 Urgent changes. We may make immediate changes reasonably needed for security, safety, law, third-party rights, or provider discontinuation, giving notice when practicable. If the result is permanent discontinuation of paid Services without a reasonably equivalent replacement during a prepaid term, the refund remedy in Section 14.3 applies unless discontinuation results from Customer’s breach. Roadmaps, estimates, demonstrations, and statements about future features are not binding delivery commitments unless expressly included in a signed Order.

15 Security and incidents

15.1 Safeguards. We will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and Customer Data. Specific security standards, certifications, audit reports, encryption configurations, or compliance attestations become contractual commitments only if expressly incorporated in a signed agreement or DPA. Customer must assess whether the agreed safeguards meet its requirements before submission of data. No security measure guarantees prevention of all unauthorized access.

15.2 Incidents. We will notify Customer without undue delay after becoming aware of a confirmed unauthorized access to or disclosure of Customer Data in systems under our control, and as otherwise required by the DPA or applicable law. Notices will be sent to the designated security or administrative contact with available material information, which may be supplemented as investigation proceeds. We will take reasonable mitigation steps within our control and cooperate as required by the DPA. Routine unsuccessful scans or blocked attacks that do not compromise Customer Data are not reportable incidents under this clause.

15.3 Shared response. Customer must promptly notify us of incidents affecting credentials, deployments, or integrations and reasonably cooperate in containment and investigation. Customer controls notices to its End Users and authorities concerning its role, in consultation with us where practicable and subject to mandatory deadlines. Neither party may require the other to delay a legally required notice. An incident notice is not an admission of liability. Cost allocation and liability remain subject to this agreement, the DPA, and mandatory law.

15.4 Financial customer information. If Customer is a financial institution subject to Title V of the Gramm-Leach-Bliley Act and its implementing regulations, including the Standards for Safeguarding Customer Information (16 C.F.R. Part 314) and Regulation P (12 C.F.R. Part 1016) (together, “GLBA”), then Customer is solely responsible for complying with GLBA with respect to nonpublic personal information and customer information, as those terms are defined under GLBA, that Customer submits to the Services (“Financial Customer Information”), including its own information security program, oversight of its service providers, privacy notices, opt-out rights for its own customers, and any notices to consumers or regulators. Before submitting Financial Customer Information, Customer must determine whether the Services and the safeguards described in Section 15.1 are sufficient for its GLBA obligations and must configure and use the Services accordingly. Except as expressly agreed in a signed agreement, we do not assume any GLBA-specific obligations, and nothing in these Terms makes us responsible for Customer’s compliance with GLBA. If Customer requires security, oversight, contractual, or other measures beyond those described in these Terms, we may require Customer to subscribe to an enterprise plan and enter into an enterprise agreement with us that addresses those measures, and Customer must not submit Financial Customer Information that requires those measures until that enterprise agreement is in place.

16 Beta and evaluation services

16.1 Experimental features. Features identified as beta, preview, experimental, early access, evaluation, or similar may be incomplete, inaccurate, insecure, or discontinued. Unless separately agreed, they are provided solely for evaluation, are not for production or high-risk use, and may have separate data-handling limits disclosed before activation. Customer must not submit sensitive or regulated data without our express written permission.

16.2 Limited commitments. BETA AND FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT SUPPORT, AVAILABILITY, CONTINUITY, OR RETENTION COMMITMENTS EXCEPT AS EXPRESSLY STATED OR REQUIRED BY LAW. WE MAY CHANGE OR END THEM AT ANY TIME. Confidentiality obligations, applicable privacy and DPA requirements, ownership provisions, and nonwaivable legal duties continue to apply. Nonpublic beta features and evaluation results are our Confidential Information. Customer should retain independent copies and export before expiry.

17 Warranties and disclaimers

17.1 Mutual authority. Each party represents that it has authority to enter into and perform this agreement. Customer additionally represents that its intended use, Customer Data, communications, and instructions comply with law and the rights of others. Each party remains responsible for legal obligations applicable to its own activities; Customer’s responsibilities do not transfer our nondelegable legal duties to Customer.

17.2 Disclaimer. EXCEPT FOR EXPRESS OBLIGATIONS IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CONVERGEDHUB AND ITS SUPPLIERS DISCLAIM ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ORAL STATEMENT OR SUPPORT RESPONSE CREATES A WARRANTY OR AMENDS THIS AGREEMENT.

17.3 No outcome warranty. We do not warrant that the Services will satisfy every requirement, be compatible with every system, detect every harmful input, prevent all data loss, produce legally compliant or accurate Output, or achieve revenue, conversion, savings, productivity, regulatory approval, or other results. Customer’s reliance on any Output or automated workflow requires its own evaluation and safeguards. These disclaimers do not negate an express obligation in a DPA, SLA, or signed agreement or any duty that cannot lawfully be excluded.

18 Suspension and termination

18.1 Suspension. We may immediately suspend or restrict the affected accounts, content, traffic, integration, or Services if reasonably necessary to address a security threat, unlawful activity, serious acceptable-use violation, fraud, sanctions restriction, legal demand, or material risk to the Services or others. For other material breaches, we will ordinarily provide notice and a reasonable opportunity to cure before suspension. Payment suspension is governed by Section 12.6. We will limit suspension to the scope reasonably necessary, provide notice when lawful and practicable, and restore access when the condition is resolved to our reasonable satisfaction.

18.2 Effect of suspension. Fees continue during suspension arising from Customer’s breach or conduct, to the extent permitted by law. Customer may not evade suspension through another account or intermediary. Suspension does not by itself terminate the agreement or erase Customer Data. We may restrict export if legally prohibited or necessary to contain an active security threat, while preserving applicable data rights.

18.3 Termination for cause. Either party may terminate an affected Order if the other materially breaches this agreement and fails to cure within thirty days after written notice identifying the breach. We may terminate immediately for an incurable material breach, repeated serious violations, unlawful use, or a legal prohibition on continued performance. Either party may terminate as permitted by applicable insolvency law if the other ceases business or becomes subject to insolvency proceedings that are not dismissed within sixty days.

18.4 Other termination. Customer may terminate free access at any time. We may terminate free access or an uncommitted account on notice and may terminate a paid Order for convenience on thirty days’ written notice, refunding prepaid unused fees for the terminated period. Customer may cancel future renewal under Section 13; terminating use early does not release a current paid commitment except where expressly allowed here. We may decline a renewal by giving notice at least thirty days before the renewal date.

18.5 Financial effects. Upon termination, accrued amounts remain payable. If we terminate for Customer’s uncured material breach, remaining committed subscription fees for the current term become due to the extent enforceable, excluding usage not incurred; we will not recover twice for the same loss. If Customer terminates for our uncured material breach, or we terminate for convenience, we will refund prepaid unused subscription fees for the terminated period and release future fees for that period. No refund applies to properly delivered usage or completed services except as required by law.

18.6 Export and deletion. Following termination of paid Services, Customer may request export of its available Customer Data within thirty days, unless access is legally prohibited or creates an unresolved security risk. We will make a standard available export reasonably accessible during that period; custom assistance requires an agreed fee. Customer must retrieve its data before the period ends. We may delete data from active systems after that period and will do so within the following ninety days, except for lawful retention, the DPA, or Customer’s earlier valid deletion request. Backup copies expire through the documented backup cycle in the DPA or retention schedule and remain protected, isolated from ordinary use, and subject to lawful deletion requirements. Free and trial retention is governed by the period disclosed for that service.

18.7 Survival. On termination, access licenses end and Customer must stop using the Services and return or destroy our Confidential Information, subject to lawful archival retention. Provisions that by nature should survive remain effective, including accrued payment rights, ownership, confidentiality, permitted retention, disclaimers, liability limits, indemnities, dispute resolution, and general terms. Customer’s rights in lawfully obtained Output survive, subject to applicable restrictions and third-party rights.

19 Customer indemnification

19.1 Covered claims. Customer will defend ConvergedHub, its affiliates, and their officers, directors, employees, and agents against third-party claims, demands, and proceedings, and indemnify them against resulting damages, settlements, reasonable legal fees, and costs, arising from Customer Data; Customer’s use, publication, or distribution of Output; Customer deployments or transactions; Customer’s or its users’ violation of law or third-party rights; unauthorized voice or likeness use; unlawful calls, messages, recording, or biometric processing; any actual or alleged violation of telemarketing, do-not-call, or unsolicited commercial communication laws (including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, Directive 2002/58/EC (the ePrivacy Directive) and national laws implementing it, and the UK Privacy and Electronic Communications Regulations 2003) in connection with calls or messages placed or sent through Customer deployments; Customer’s contact center operations or failure to meet the regulatory obligations described in Section 6.8; Customer-selected External Services; or Customer’s material breach of this agreement. Regulatory fines and penalties are included only to the extent indemnification is lawful. For purposes of this Section, ConvergedHub is not the caller, sender, or telemarketer for any call or message placed or sent through Customer deployments, and its transmission of such calls or messages does not reduce Customer’s obligations. This obligation excludes the portion caused by our breach, gross negligence, willful misconduct, or violation of law.

19.2 Procedure. We will promptly notify Customer of a covered claim, provided delay relieves Customer only to the extent materially prejudiced; provide reasonable cooperation at Customer’s expense; and permit Customer to control the defense with competent counsel reasonably acceptable to us. We may participate at our expense, or at Customer’s expense where a material conflict reasonably requires separate counsel. Customer may not settle a claim without our written consent if it admits fault by us, imposes nonmonetary obligations, requires payment by us, or fails to give us an unconditional release. Consent will not be unreasonably withheld for a settlement satisfying these conditions.

19.3 Failure to defend and our remedies. If Customer fails to undertake a timely defense after notice, we may reasonably defend or settle the claim and recover covered amounts, subject to the exclusions above. We may disable disputed content or functionality or require modifications reasonably necessary to reduce legal risk. No infringement defense or indemnity is provided by ConvergedHub under these standard Terms; any such obligation must be expressly stated in a signed agreement. This provision does not eliminate any nonwaivable statutory remedy.

20 Limits on liability

20.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVERGEDHUB AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION APPLIES TO THE LISTED ECONOMIC AND DATA LOSSES WHETHER CHARACTERIZED AS DIRECT OR INDIRECT.

20.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONVERGEDHUB AND ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONVERGEDHUB FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE, TRIAL, OR BETA SERVICES, THE AGGREGATE CAP IS US$1. MULTIPLE CLAIMS, ORDERS, USERS, OR INCIDENTS DO NOT MULTIPLY THE APPLICABLE CAP; LIABILITY IS AGGREGATED ACROSS RELATED CLAIMS AND ALL CLAIMANTS CLAIMING THROUGH CUSTOMER.

20.3 Exceptions and mandatory rights. Nothing excludes or limits liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence where such liability cannot lawfully be limited, or any other liability that applicable law prohibits limiting. Customer’s payment obligations, indemnification obligations, and liability for misuse or infringement of our intellectual property are not limited by this Section. Express different liability terms in a controlling signed agreement or DPA take precedence for the matters they cover. These Terms do not restrict a regulator’s powers or an individual’s nonwaivable statutory rights.

20.4 Allocation of risk. These limitations apply even if a limited remedy fails of its essential purpose and reflect the fees and allocation of risk agreed by the parties. Customer should not use the Services for risks it cannot appropriately manage through controls, independent verification, contractual arrangements, or insurance. Nothing in this paragraph enlarges a disclaimer or cap beyond what applicable law allows.

21 Compliance and international access

21.1 Trade controls. Customer must comply with applicable export controls, sanctions, and import laws. Customer represents that it and persons it authorizes are not prohibited parties and will not access or supply the Services in prohibited territories, for prohibited end uses, or for persons barred by applicable law. Customer must not use location masking to evade restrictions. We may request reasonably necessary compliance information and restrict availability to satisfy legal obligations.

Furthermore, the Services will not be available to any Customer whose registered head office is located in, or whose operations are conducted from, any jurisdiction subject to applicable restrictions under the United States Export Administration Regulations (EAR), as administered by the Bureau of Industry and Security (BIS). As of October 2026, such jurisdictions include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

21.2 AI and sector obligations. Customer is responsible for obligations arising from its deployment, configuration, distribution, and use of AI, including applicable transparency, human oversight, impact assessment, recordkeeping, accessibility, and sector-specific requirements. We remain responsible for obligations imposed on us in our own legal role. Customer must not materially modify or repurpose the Services in a way that imposes new regulatory duties on us without prior written agreement. We may decline uses requiring certifications, registrations, or controls not expressly included in the purchased offering.

21.3 Government use. Government or public-sector use requires confirmation that the Order and Services meet applicable procurement, accessibility, records, security, and data-location requirements. No special public-sector, classified, or regulated-hosting commitment is implied. To the extent applicable, the software and Documentation are commercial products licensed with the rights stated here, subject to mandatory procurement law. Any governmental immunity, mandatory appropriation condition, or other required modification must be addressed in a signed agreement before purchase.

22 Governing law and disputes

22.1 Delaware law and courts. Delaware law governs this agreement, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to mandatory law, the state courts in New Castle County, Delaware, and the United States District Court for the District of Delaware have exclusive jurisdiction over disputes arising from or related to this agreement. Each party consents to personal jurisdiction there and waives objections based on inconvenient forum or venue.

22.2 Informal resolution. Before filing an action, a party will send a written dispute notice describing the claim and requested relief to the other party’s legal notice contact. Authorized representatives will attempt in good faith to resolve the dispute for thirty days. This process does not prevent urgent injunctive relief, filing necessary to preserve a limitation period, responding to legal process, or bringing a claim that law permits without such a process. The parties may agree to mediation but neither is required to arbitrate under these Terms.

22.3 Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT. Each party acknowledges the opportunity to consult counsel concerning this waiver. If the waiver is unenforceable for a claim, that claim proceeds as required by law without invalidating the remainder of this agreement.

22.4 Time limit and relief. To the extent permitted by law, claims against ConvergedHub arising from this agreement must be brought within one year after the claimant knew or reasonably should have known the facts giving rise to the claim. This does not shorten a nonwaivable statutory period. Either party may seek appropriate interim relief to protect intellectual property, Confidential Information, or data security. The prevailing party in an action to enforce this agreement may recover reasonable attorneys’ fees and costs to the extent permitted by law. No provision restricts lawful reports to government agencies or legally protected whistleblowing.

23 Changes to these Terms

23.1 Notice and effectiveness. We may update these Terms by posting a revised version on the Services or our website and providing notice of material changes to the registered email address for Customer’s account, Customer’s administrator, or within the Services at least thirty days before effectiveness. The latest version of these Terms will remain available on our website for access. Changes needed to address law, fraud, abuse, or urgent security concerns may take effect sooner to the extent reasonably necessary, with notice when practicable. Changes will not apply retroactively to accrued disputes or charges.

23.2 Existing commitments. For an existing prepaid committed Subscription Term, materially adverse changes to fees, liability allocation, data-use rights, or dispute provisions will apply at renewal or upon Customer’s express acceptance, except changes legally required during the term. Other notified changes may take effect on the stated date. Where law requires affirmative assent, we will obtain it. Customer may decline future terms by stopping renewal or ending uncommitted access before effectiveness. To the maximum extent permitted by law, Customer’s continued use of the Services after the effective date of updated Terms constitutes acceptance of those updated Terms.

23.3 Policy changes. Updates to Documentation or operational policies may clarify technical requirements and reasonable safety rules but may not silently override negotiated terms or materially expand our data-use rights. Customer should retain a copy of the version it accepts. We will identify the effective date of each published version.

24 General provisions and notices

24.1 Notices. We may send operational, billing, legal, and change notices to Customer’s designated administrator or billing email or through a prominent in-product notice appropriate to the subject. Formal breach, termination, and dispute notices must also be sent by email to the designated legal or administrator contact. Customer must keep these contacts current. Notices are effective on receipt; email is deemed received on the next business day after transmission unless the sender receives a delivery failure. Mandatory legal notice requirements prevail.

24.2 Contact details. Contracting entity: QuantumShift Technologies Inc. Mailing address: 254 Chapman Rd, Ste 209, Newark, Delaware 19702, United States. General contact: contact@convergedhub.ai for all queries.

24.3 Assignment and subcontracting. Customer may not assign or transfer this agreement or its rights or obligations without our prior written consent, including by merger or change of control, except where mandatory law provides otherwise. We may assign this agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the successor assumes our obligations and applicable data protection requirements are met. We may subcontract performance but remain responsible for our contractual obligations, subject to the DPA. Unauthorized assignments are void to the extent permitted by law.

24.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, widespread internet or power outages, or third-party infrastructure failures beyond reasonable mitigation. This does not excuse payment for Services already supplied, ordinary lack of funds, or an obligation to maintain expressly agreed security or continuity measures. The affected party must use reasonable efforts to mitigate and resume performance. If a material interruption continues for more than thirty days, either party may terminate the affected Services, with a refund of prepaid fees for the undelivered terminated portion.

24.5 Relationship and third-party rights. The parties are independent contractors. This agreement creates no partnership, employment, agency, franchise, fiduciary relationship, or joint venture. Our execution of configured agent instructions does not create general authority to bind Customer. Except for persons expressly protected by the indemnities and liability limitations, there are no third-party beneficiaries, subject to rights under mandatory transfer instruments or law.

24.6 Entire agreement and waiver. This agreement and its incorporated documents are the entire agreement concerning the Services and supersede prior proposals and discussions on that subject, without overriding a controlling signed agreement under Section 1. Delay or failure to enforce a provision is not a waiver. A waiver must be written and applies only to its stated instance. If a provision is unenforceable, it will be limited to the minimum extent needed or severed, and the remaining provisions remain effective.

24.7 Electronic records and interpretation. Electronic acceptance, signatures, Orders, and retained acceptance records may evidence this agreement to the extent permitted by law. The parties may execute counterparts. Headings are for convenience; “including” means “including without limitation.” The English version controls to the extent permitted by law. No provision overrides a mandatory right or remedy that cannot lawfully be waived. References to days mean calendar days unless expressly stated otherwise.